8 unchanged sentences
Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.
−Removed: Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December
−Removed: 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Based on the evaluation of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer have concluded that, as of December 31, 2024, our disclosure controls and procedures were effective at the reasonable assurance level.
Management's Report on Internal Control over Financial Reporting
13 unchanged sentences
(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 29, 2024 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, shareholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and our report dated March 3, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
15 unchanged sentences
/s/ Ernst & Young LLP
−Removed: Hartford, Connecticut
−Removed: February 29, 2024
+Added: Boston, Massachusetts
+Added: March 3, 2025
Changes in Internal Controls over Financial Reporting
1 unchanged sentence
OTHER INFORMATION
−Removed: During the quarter ended December 31, 2023, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
+Added: During the year ended December 31, 2024, none of our directors or officers adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
4 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this Item is incorporated herein by reference to the information that will be contained in our 2024 Proxy Statement under the captions "Information Regarding the Board of Directors and Corporate Governance," "Election of Directors," "Executive Officers" and "Delinquent Section 16(a) Reports."
+Added: The information required by this Item is incorporated herein by reference to the information that will be contained in our 2025 Proxy Statement under the captions "Information Regarding the Board of Directors and Corporate Governance," "Insider Trading Policy," "Election of Directors," and "Executive Officers."
Executive Compensation
24 unchanged sentences
001-41477) filed on August 10, 2022).
+Added: Amendment to Membership Interest Purchase Agreement, dated as of May 1, 2024, by and among the Company, BTL, BPI and Knopp (incorporated by reference to Exhibit 2.1 to the C ompany's Form 10- Q (F ile No.
+Added: 001-41477) filed on August 9, 2024 ).
3.1 Amended & Restated Memorandum and Articles of Association of Biohaven Ltd.
1 unchanged sentence
001-41477) filed on October 3, 2022).
+Added: Warrant, dated as of May 1, 2024, by and between the Company and Knopp ( incorporated by reference to Exhibit 4 .1 to the Company's Form 10-Q (File No.
+Added: 001-41477) filed on August 9, 2024 ) .
10.1 # Amended and Restated Agreement, by and between the Registrant and Yale University, dated as of May 6, 2019 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K (File No.
19 unchanged sentences
001-41477) filed on August 10, 2022).
−Removed: 10.9 + Employment Agreement, dated March 29, 2016, between Biohaven Pharmaceutical Holding Company Ltd.
−Removed: and John Tilton (incorporated by reference to Exhibit 10.10 to the Company's Form 10 (File No.
−Removed: 001-41477) filed on August 10, 2022) .
10.9 + 2022 Equity Incentive Plan (incorporated by reference to Exhibit 4.2 to Company’s Registration Statement on Form S-8 filed on October 11, 2022).
3 unchanged sentences
001-41477) filed on September 7, 2022).
−Removed: 10.13 + Legacy Equity Award Settlement Plan (incorporated by reference to Exhibit 4.4 to Company’s Registration Statement on Form S-8 filed on October 11, 2022).
10.12 + 2022 Employee Share Purchase Plan (incorporated by reference to Exhibit 4.3 to Company’s Registration Statement on Form S-8 filed on October 11, 2022).
10.13 + Form of Employment Agreement by and between Biohaven Ltd.
−Removed: and Vladimir Coric Form of Employment Agreement by and between Biohaven Ltd.
−Removed: and Matthew Buten (incorporated by reference to Exhibit 10.16 to the Company's Form 10 (File No.
+Added: and Vladimir Coric (incorporated by reference to Exhibit 10.16 to the Company's Form 10 (File No.
001-41477) filed on September 7, 2022).
3 unchanged sentences
10.15 + Amended and Restated Offer of Employment, by and between Biohaven Pharmaceuticals, Inc.
−Removed: and Bruce Car (Incorporated by reference to E xhi bit 10.18 to the Company's Form 10-K (File No.
+Added: and Bruce Car (Incorporated by reference to Exhibit 10.18 to the Company's Form 10-K (File No.
001-41477) filed on March 23, 2023).
5 unchanged sentences
and Biohaven Therapeutics LTD.
−Removed: (incorporated by reference to Exhibit 10.
−Removed: 2 to the Company's Form 10-Q (File No.
+Added: (incorporated by reference to Exhibit 10.2 to the Company's Form 10-Q (File No.
001-41477) filed on May 12, 2023).
−Removed: 10.20 + Form of Nonstatutory Share Option Grant Notice (Early Exercise) and Share Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.
−Removed: 3 to the Company's Form 10-Q (File No.
+Added: 10.18 + Form of Nonstatutory Share Option Grant Notice (Early Exercise) and Share Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company's Form 10-Q (File No.
001-41477) filed on May 12, 2023).
−Removed: 10.21 + Form of Amendment to Share Option Grant Notice and Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.
−Removed: 4 to the Company's Form 10-Q (File No.
+Added: 10.19 + Form of Amendment to Share Option Grant Notice and Option Agreement under the 2022 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Form 10-Q (File No.
001-41477) filed on May 12, 2023).
1 unchanged sentence
and Biohaven Therapeutics LTD.
+Added: (Incorporated by reference to Exhibit 10.22 to the Company's Form 10-K (File No.
+Added: 001-41477) filed on February 29, 2024).
+Added: 19 Insider Trading Policy.
21.1 Subsidiaries of the Registrant.
4 unchanged sentences
32.1 * Certifications of Principal Executive Officer and Principal Financial Officer under Section 906 of the Sarbanes-Oxley Act.
−Removed: 97 Incentive Compensation Recovery Policy.
+Added: 97 Incentive Compensation Recovery Policy (Incorporated by reference to Exhibit 97 to the Company's Form 10-K (File No.
+Added: 001-41477) filed on February 29, 2024).
101 The following materials from the Registrant's Annual Report on Form 10-K for the year ended December 31, 2024 formatted in Inline XBRL (Extensible Business Reporting Language):
10 unchanged sentences
BIOHAVEN LTD.
−Removed: February 29, 2024
+Added: March 3, 2025
/s/ VLAD CORIC, M.D.
12 unchanged sentences
(Principal Executive Officer)
−Removed: February 29, 2024
+Added: March 3, 2025
Vlad Coric, M.D.
/s/ MATTHEW BUTEN Chief Financial Officer
−Removed: (Principal Financial Officer) February 29, 2024
+Added: (Principal Financial Officer) March 3, 2025
Matthew Buten
1 unchanged sentence
CLARK Chief Accounting Officer
−Removed: (Principal Accounting Officer) February 29, 2024
+Added: (Principal Accounting Officer) March 3, 2025
/s/ GREGORY H.
−Removed: Director February 29, 2024
−Removed: CHILDS Director February 29, 2024
−Removed: GREGORY Director February 29, 2024
−Removed: /s/ MICHAEL HEFFERNAN Director February 29, 2024
+Added: Director March 3, 2025
+Added: CHILDS Director March 3, 2025
+Added: GREGORY Director March 3, 2025
+Added: /s/ MICHAEL HEFFERNAN Director March 3, 2025
Michael Heffernan
/s/ ROBERT J.
−Removed: HUGIN Director February 29, 2024
−Removed: /s/ KISHEN MEHTA Director February 29, 2024
−Removed: /s/ IRINA ANTONIJEVIC Director February 29, 2024
+Added: HUGIN Director March 3, 2025
+Added: /s/ KISHEN MEHTA Director March 3, 2025
+Added: /s/ IRINA ANTONIJEVIC Director March 3, 2025
Irina Antonijevic
16 unchanged sentences
generally accepted accounting principles.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 29, 2024 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated March 3, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
13 unchanged sentences
The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
−Removed: Accounting for Research and Development Costs and Related Prepaid and Accrued Costs
+Added: Accrued and Prepaid Research and Development Expenses
Description of the Matter
−Removed: As discussed in Note 2 to the consolidated financial statements, the Company recognizes estimated ongoing research costs based on management’s analysis of the progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs.
−Removed: During 2023, the Company incurred $373.3 million in research and development expense.
+Added: As discussed in Note 2 to the consolidated financial statements, the Company estimates its accrued and prepaid research and development expenses based on the estimated level of effort expended each period.
As of December 31, 2024, the Company recorded prepaid expenses of $49.4 million which included prepayment for certain clinical trial costs and recorded $38.4 million for accrued clinical trial costs.
−Removed: Auditing management’s accounting for research and development costs was challenging due to the estimation required by management to determine the cost incurred for the services rendered on or prior to the balance sheet date for preclinical development activities, preclinical and clinical studies and drug substance and drug product formulation for preclinical and clinical trial material.
+Added: Auditing management’s accounting for accrued and prepaid research and development expenses was challenging in the context of our audit due to the estimation required by management to determine the cost incurred for the services rendered on or prior to the balance sheet date for preclinical development activities, preclinical and clinical studies and drug substance and drug product formulation for preclinical and clinical trial material.
The Company has contracts with multiple clinical research organizations (“CROs”) that conduct and manage studies on its behalf, as well as contract manufacturing organizations (“CMOs”) that perform manufacturing activities.
1 unchanged sentence
How We Addressed the Matter in Our Audit
−Removed: We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant controls over the Company’s accounting for research and development costs, including controls over the determination of estimates of the progress completed, expected milestones or expected service period and the completeness and accuracy of the data used in determining prepaid and accrued research and development expenses estimate.
−Removed: To evaluate the completeness, measurement and valuation of the research and development costs and related prepaid and accrued costs, our audit procedures included, among others, reading certain contracts with CROs and CMOs to evaluate the financial and other relevant contractual terms, testing the accuracy and completeness of the underlying data used by management to estimate the recorded balances, and testing the mathematical accuracy of the calculation of the accrued or prepaid balances.
−Removed: We also evaluated management’s estimates of progress, expected milestones, or expected service period for a sample of clinical trials and manufacturing efforts by making direct inquiries of the Company’s research and development personnel who oversee the research and development program.
+Added: We obtained an understanding, evaluated the design, and tested the operating effectiveness of relevant controls over the Company’s accrued and prepaid research and development expenses, including controls over the determination of costs incurred to date and the completeness and accuracy of the data used in determining prepaid and accrued research and development expenses estimate.
+Added: To evaluate the completeness, measurement and valuation of the accrued and prepaid research and development expenses, our audit procedures included, among others, reading certain contracts with CROs and CMOs to evaluate the financial and other relevant contractual terms, testing the accuracy and completeness of the underlying data used by management to estimate the recorded balances, and testing the mathematical accuracy of the calculation of the accrued or prepaid balances.
+Added: We also evaluated management’s estimates of costs incurred to date for a sample of clinical trials and manufacturing efforts by making direct inquiries of the Company’s research and development personnel who oversee the research and development program.
Further, we requested direct confirmation of total contract value, costs incurred, amounts invoiced, invoices unpaid and expected service period as of December 31, 2024, from a sample of CROs and CMOs.
−Removed: To evaluate the completeness of the accrued research and development costs we also examined invoices received from a sample of vendors and a sample of cash disbursements made to third-party service providers subsequent to December 31, 2023, to the extent such invoices were received, or payments were made prior to the date that the financial statements were issued.
+Added: To evaluate the completeness of the accrued research and development expenses we also examined invoices received from a sample of vendors and a sample of cash disbursements made to third-party service providers subsequent to December 31, 2024, to the extent such invoices were received, or payments were made prior to the date that the financial statements were issued.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2022.
−Removed: Hartford, Connecticut
−Removed: February 29, 2024
+Added: Boston, Massachusetts
+Added: March 3, 2025
BIOHAVEN LTD.
6 unchanged sentences
Income tax receivable 2,597 13,252
−Removed: Restricted cash held on behalf of Former Parent — 35,212
Other current assets 508 12,133
8 unchanged sentences
Accounts payable $ 18,029 $ 15,577
−Removed: Due to Former Parent — 35,212
Accrued expenses and other current liabilities 51,487 39,846
+Added: Forward contract and derivative liability
Total current liabilities 154,226 55,423
−Removed: Long-term operating lease liability 27,569 30,581
+Added: Non-current operating lease liability
+Added: 32,782 27,569
Other non-current liabilities 4,663 2,245
10 unchanged sentences
Accumulated deficit ( 1,345,714 ) ( 499,292 )
−Removed: Accumulated other comprehensive (loss) income
+Added: Accumulated other comprehensive income (loss)
Total shareholders' equity 423,436 427,975
12 unchanged sentences
Other income (expense):
−Removed: Gain from equity method investment
Other income (expense), net
2 unchanged sentences
39,424 26,500 ( 1,909 )
−Removed: Loss before (benefit) provision for income taxes
+Added: Loss before provision (benefit) for income taxes
( 845,687 ) ( 409,551 ) ( 569,841 )
−Removed: (Benefit) provision for income taxes
+Added: Provision (benefit) for income taxes
735 ( 1,383 ) 438
9 unchanged sentences
Net loss $ ( 846,422 ) $ ( 408,168 ) $ ( 570,279 )
−Removed: Other comprehensive (loss) income, net of tax:
+Added: Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 78 ( 497 ) 429
1 unchanged sentence
66 148 ( 145 )
−Removed: Other comprehensive (loss) income
+Added: Other comprehensive income (loss)
144 ( 349 ) 284
9 unchanged sentences
Net loss — — ( 479,155 ) — ( 91,124 ) — ( 570,279 )
−Removed: Net transfers from Former Parent 231,706 231,706
−Removed: Balances as of December 31, 2021 — — 34,691 — — — 34,691
−Removed: Net loss — — ( 479,155 ) — ( 91,124 ) — ( 570,279 )
Net transfers from Former Parent, including separation related adjustments — — 776,630 — — — 776,630
16 unchanged sentences
81,115,723 887,528 — 39,804 ( 499,292 ) ( 65 ) 427,975
+Added: — — — — ( 846,422 ) — ( 846,422 )
+Added: Issuance of common shares, net of offering costs
+Added: 16,752,439 664,015 — — — — 664,015
+Added: Issuance of common shares as payment for IPR&D asset
+Added: 253,838 10,811 — — — — 10,811
+Added: Issuance of common shares as payment under license and other agreements
+Added: 1,970,261 71,627 — — — — 71,627
+Added: Obligation to issue common shares as payment under license and other agreements
+Added: — — — 8,554 — — 8,554
+Added: Issuance of common shares under 2022 Equity Incentive Plan and 2022 Employee Share Purchase Plan
+Added: 1,129,728 22,721 — ( 11,292 ) — — 11,429
+Added: Issuance of warrant as payment under license agreement
+Added: — — — 3,340 — — 3,340
+Added: Non-cash share-based compensation expense
+Added: — — — 71,963 — — 71,963
+Added: Other comprehensive income
+Added: — — — — — 144 144
+Added: Balances as of December 31, 2024
+Added: 101,221,989 $ 1,656,702 $ — $ 112,369 $ ( 1,345,714 ) $ 79 $ 423,436
The accompanying notes are an integral part of these consolidated financial statements.
13 unchanged sentences
Issuance of common shares as payment for license agreement
−Removed: Gain from equity method investment
71,627 21,814 —
+Added: Obligation to issue common shares as payment for license agreements and other arrangements
+Added: Fair value of forward contract and derivative liabilities under license agreement
+Added: Change in fair value of forward contract and derivative liabilities
+Added: ( 17,819 ) — —
+Added: Issuance of warrant under license agreement
Other non-cash items ( 11,702 ) ( 5,683 ) 726
8 unchanged sentences
Proceeds from maturities of marketable securities
+Added: 504,364 322,079 —
Proceeds from sales of marketable securities
2 unchanged sentences
Payment for IPR&D asset acquisition — — ( 35,000 )
−Removed: Cash acquired in business acquisition — — 1,882
+Added: Cash acquired from acquisition of IPR&D asset
Purchase of Artizan preferred stock — — ( 4,000 )
−Removed: Net cash provided by (used in) investing activities
+Added: Net cash (used in) provided by investing activities
$ ( 244,974 ) $ 129,830 $ ( 304,790 )
7 unchanged sentences
11,501 4,695 451
+Added: Other financing activities, net
Net cash provided by financing activities $ 677,774 $ 211,908 $ 767,597
Effect of exchange rates on cash, cash equivalents and restricted cash 75 ( 497 ) 429
−Removed: Net increase (decrease) in cash, cash equivalents and restricted cash 9,516 165,547 ( 6,449 )
+Added: Net (decrease) increase in cash, cash equivalents and restricted cash
+Added: ( 149,578 ) 9,516 165,547
Cash, cash equivalents and restricted cash at beginning of period 252,120 242,604 77,057
12 unchanged sentences
Biohaven is a biopharmaceutical company focused on the discovery, development, and commercialization of life-changing treatments in key therapeutic areas, including immunology, neuroscience, and oncology.
−Removed: The Company is advancing its innovative therapeutic portfolio of therapeutics, leveraging its proven drug development experience and multiple, proprietary drug development platforms.
+Added: The Company is advancing its innovative portfolio of therapeutics, leveraging its proven drug development experience and multiple, proprietary drug development platforms.
Biohaven's extensive clinical and preclinical programs include Kv7 ion channel modulation for epilepsy and mood disorders;
5 unchanged sentences
myostatin inhibition for neuromuscular and metabolic diseases, including spinal muscular atrophy ("SMA") and obesity;
−Removed: and antibody recruiting, bispecific molecules and antibody drug conjugates ("ADCs") for cancer.
+Added: antibody recruiting bispecific molecules ("ARMs") and antibody drug conjugates ("ADCs") for cancer.
The Company is subject to risks and uncertainties common to companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations and the ability to secure additional capital to fund operations.
3 unchanged sentences
Separation from Biohaven Pharmaceutical Holding Company Ltd.
−Removed: On May 9, 2022, Biohaven Pharmaceutical Holding Company Ltd.
−Removed: (the "Former Parent"), Pfizer Inc.
−Removed: (“Pfizer”) and Bulldog (BVI) Ltd., a wholly owned subsidiary of Pfizer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provided for the acquisition by Pfizer of the Former Parent through the merger of Merger Sub with and into the Former Parent (the
−Removed: In connection with the Merger Agreement, the Former Parent and Biohaven entered into a Separation and Distribution Agreement, dated as of May 9, 2022 (the “Distribution Agreement”).
−Removed: In connection with the Distribution Agreement, the Board of Directors of the Former Parent approved and directed the Former Parent’s management to effect the Spin-Off (as defined below) of the business, operations, and activities that are not the calcitonin gene-related peptide ("CGRP") Business (as defined below), including the Kv7 ion channel activators, glutamate modulation, myeloperoxidase ("MPO") inhibition and myostatin inhibition platforms, preclinical product candidates, and certain corporate infrastructure owned by the Former Parent.
−Removed: To implement the Spin-Off, the Former Parent transferred the related license agreements, intellectual property and corporate infrastructure, including certain non-commercial employee agreements, share based awards and other corporate agreements (the "Business") to Biohaven, through a series of internal restructuring transactions.
−Removed: Descriptions of historical business activities in these Notes to the Consolidated Financial Statements are presented as if these transfers had already occurred, and the Former Parent’s activities related to such assets and liabilities had been performed by the Company.
−Removed: On October 3, 2022, the Former Parent completed the distribution (the “Distribution”) to holders of its common shares of all of the outstanding common shares of Biohaven and the spin-off of Biohaven from the Former Parent (the “Spin-Off”) described in Biohaven’s Information Statement (the “Information Statement”) attached as Exhibit 99.1 to Biohaven’s Registration Statement on Form 10, as amended (Reg.
−Removed: 001-41477), which was declared effective by the Securities and Exchange Commission (the "SEC") on September 22, 2022.
−Removed: Each holder of Former Parent common shares received one common share of Biohaven for every two Former Parent common shares held of record as of the close of business on September 26, 2022.
−Removed: In the Distribution, an aggregate of 35,840,459 Biohaven common shares were issued.
−Removed: The aggregate number of common shares issued in connection with the Distribution did not include 2,611,392 common shares issued in connection with Former Parent stock options that were exercised on October 3, 2022 and 924,093 common shares to be issued in connection with Former Parent restricted stock units that vested on October 3, 2022.
−Removed: See Note 9, "Non-Cash Share-Based Compensation," for discussion of the Legacy Equity Award Settlement Plan.
−Removed: As a result of the Distribution, Biohaven became an independent, publicly traded
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Nature of the Business and Basis of Presentation (Continued)
−Removed: Collectively, we refer to the Distribution and Spin-Off throughout this Annual Report on Form 10-K as the "Separation."
−Removed: The Separation generally resulted in (a) the Company directly or indirectly owning, assuming, or retaining certain assets and liabilities of the Former Parent and its subsidiaries related to the Former Parent’s pipeline assets and businesses and (b) the Former Parent directly or indirectly owning, assuming, or retaining all other assets and liabilities, including those associated with the Former Parent’s platform for the research, development, manufacture and commercialization of calcitonin gene-related receptor antagonists, including rimegepant, zavegepant and the Heptares Therapeutics Limited preclinical CGRP portfolio and related assets (the “CGRP Business”).
+Added: On October 3, 2022, Biohaven Pharmaceutical Holding Company Ltd.
+Added: (the “Former Parent”) completed the distribution (the “Distribution”) to holders of its common shares of all of the outstanding common shares of Biohaven Ltd.
+Added: and the spin-off of Biohaven Ltd.
+Added: from the Former Parent (the “Spin-Off”) described in Biohaven’s Information Statement attached as Exhibit 99.1 to Biohaven’s Registration Statement on Form 10, as amended (Reg.
+Added: Collectively, we refer to the Distribution and Spin-Off throughout this Quarterly Report on Form 10-Q as the "Separation." As a result of the Separation, Biohaven Ltd.
+Added: became an independent, publicly traded company as of October 3, 2022, and commenced regular way trading under the symbol “BHVN”’ on the New York Stock Exchange (the "NYSE") on October 4, 2022.
+Added: Where we describe historical business activities in this report, we do so as if the Former Parent’s activities related to such assets and liabilities had been performed by the Company.
In connection with the Separation, the Company entered into various agreements relating to transition services, licenses and certain other matters with the Former Parent.
1 unchanged sentence
Basis of Presentation
−Removed: The financial statements for all periods presented, including the historical results of the Company prior to October 3, 2022, are now referred to as "Consolidated Financial Statements," and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC.
+Added: The financial statements for all periods presented, including the historical results of the Company prior to October 3, 2022, are now referred to as "Consolidated Financial Statements," and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).
+Added: The accompanying consolidated financial statements include the accounts of Biohaven Ltd.
+Added: and our wholly owned subsidiaries.
+Added: All significant intercompany balances and transactions have been eliminated in consolidation.
Periods Prior to the Separation
1 unchanged sentence
Prior to the Separation on October 3, 2022, the Company’s historical combined financial statements were prepared on a standalone basis and were derived from the Former Parent's consolidated financial statements and accounting records.
−Removed: For periods prior to the Separation, the consolidated financial statements present, on a historical basis, the combined assets, liabilities, expenses and cash flows directly attributable to the Business, which have been prepared from the Former Parent’s consolidated financial statements and accounting records, and are presented on a stand-alone basis as if the operations had been conducted independently from the Former Parent.
+Added: For periods prior to the Separation, the consolidated financial statements present, on a historical basis, the combined assets, liabilities, expenses and cash flows directly attributable to the Business, which have been prepared from the Former Parent’s consolidated financial statements and accounting records, and are presented on a stand-alone
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Nature of the Business and Basis of Presentation (Continued)
+Added: basis as if the operations had been conducted independently from the Former Parent.
The consolidated statements of operations for periods prior to the Separation include all costs directly related to the Business, including costs for facilities, functions and services utilized by the Company.
−Removed: The consolidated
−Removed: statements of operations for periods prior to the Separation also include allocations for various expenses related to the Former Parent’s corporate functions, including research and development, human resources, information technology, facilities, tax, shared services, accounting, finance and legal.
+Added: The consolidated statements of operations for periods prior to the Separation also include allocations for various expenses related to the Former Parent’s corporate functions, including research and development, human resources, information technology, facilities, tax, shared services, accounting, finance and legal.
These expenses were allocated on the basis of direct usage or benefit when specifically identifiable, with the remainder allocated on a proportional cost allocation method primarily based on employee labor hours or direct expenses.
8 unchanged sentences
All intercompany transactions between the Company and the Former Parent are considered to be effectively settled in the consolidated financial statements at the time the transactions are recorded.
−Removed: The total net effect of these intercompany transactions considered to be settled is reflected in the consolidated statement of cash flows within financing activities as “Net transfers from Former Parent.” See Note 14, "Related Party
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Nature of the Business and Basis of Presentation (Continued)
−Removed: Transactions," for additional information regarding related party transactions.
+Added: The total net effect of these intercompany transactions considered to be settled is reflected in the consolidated statement of cash flows within financing activities as “Net transfers from Former Parent.” See Note 13, "Related Party Transactions," for additional information regarding related party transactions.
For periods prior to the Separation, the Company's equity balance in these consolidated financial statements represents the excess of total assets over liabilities.
5 unchanged sentences
In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
−Removed: Through February 29, 2024, the Company has funded its operations primarily with funding from the Former Parent, proceeds from the public offerings of its common shares (refer to Note 7, "Shareholders' Equity"), and the cash contribution received from the Former Parent at the Separation (refer to Note 14, "Related Party Transactions.") The Company has incurred recurring losses since its inception and expects to continue to generate operating losses for the foreseeable future.
−Removed: As of the date of issuance of these consolidated financial statements, the Company expects its existing cash, cash equivalents and marketable securities will be sufficient to fund operating expenses, financial commitments and other cash requirements for at least one year after the issuance date of these financial statements.
+Added: Through March 3, 2025, the Company has funded its operations primarily with funding from the Former Parent, proceeds from the sale of its common shares (refer to Note 6, "Shareholders' Equity"), and the cash contribution received from the Former Parent at the Separation (refer to Note 13, "Related Party Transactions.") The Company has incurred recurring losses since its inception and expects to continue to generate operating losses for the foreseeable future.
+Added: As of the date of issuance of these consolidated financial statements, the Company expects its existing cash, cash equivalents and marketable securities will be sufficient to fund operating and financial commitments, and other cash requirements for at least one year after the issuance date of these financial statements.
To execute its business plans, the Company will require funding to support its continuing operations and pursue its growth strategy.
−Removed: Until such time as the Company can generate significant revenue from product sales or royalties, if ever, it expects to finance its operations through the sale of public or private equity,
−Removed: debt financings or other capital sources, including collaborations with other companies or other strategic transactions.
+Added: Until such time as the Company can generate significant revenue from product sales or royalties, if ever, it expects to finance its operations through the sale of public or private equity, debt financings or other capital sources,
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Nature of the Business and Basis of Presentation (Continued)
+Added: including collaborations with other companies or other strategic transactions.
The Company may not be able to obtain financing on acceptable terms, or at all.
4 unchanged sentences
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods.
−Removed: Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, determining the allocations of costs and expenses from the Former Parent and the accrual for research and development expenses.
+Added: Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses, valuation of forward contract and derivative liabilities, and determining the allocations of costs and expenses from the Former Parent.
In addition, management’s assessment of the Company’s ability to continue as a going concern involves the estimation of the amount and timing of future cash inflows and outflows.
2 unchanged sentences
Actual results could differ from those estimates.
−Removed: Reclassifications
−Removed: Certain items in the prior period’s consolidated financial statements have been reclassified to conform to the current year presentation.
Cash and Cash Equivalents
2 unchanged sentences
Restricted Cash
−Removed: Restricted cash held on behalf of the Former Parent on the consolidated balance sheet represents cash held
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Summary of Significant Accounting Policies (Continued)
−Removed: by the Company on behalf of the Former Parent related to the execution of the United States Distribution Services Agreement (the “Distribution Services Agreement”).
−Removed: Pursuant to the terms of the Distribution Services Agreement, which was entered into by the Company and the Former Parent in connection with the Separation, the Company continued to serve as the Former Parent’s distributor and agent for the distribution of the pharmaceutical product Nurtec ODT in the United States.
−Removed: The Distribution Services Agreement was terminated during the second quarter of 2023, and, as such, restricted cash held on behalf of the Former Parent on the consolidated balance sheet was $ 0 as of December 31, 2023.
−Removed: Refer to Note 14, "Related Party Transactions," for further information on the agreements entered into by the Company and the Former Parent in connection with the Separation.
−Removed: Restricted cash included in other current assets primarily includes employee contributions to the Company's employee share purchase plan held for future purchases of the Company's outstanding shares.
+Added: Restricted cash included in other current assets consists primarily of employee contributions to the Company's employee share purchase plan held for future purchases of the Company's outstanding shares.
See Note 8, "Non-Cash Share-Based Compensation," for additional information on the Company's employee share purchase plan.
−Removed: Restricted cash included in other non-current assets in the consolidated balance sheets represents collateral held by banks for a letter of credit ("LOC") issued in connection with the leased office space in Yardley, Pennsylvania and a LOC issued in connection with the leased office space in Cambridge, Massachusetts.
+Added: Restricted cash included in other non-current assets in the consolidated balance sheets primarily represents collateral held by banks for a letter of credit ("LOC") issued in connection with the leased office space in Yardley, Pennsylvania and LOCs issued in connection with the leased office and lab spaces in Cambridge, Massachusetts and Pittsburgh, Pennsylvania.
See Note 11, "Commitments and Contingencies," for additional information on the real estate leases.
10 unchanged sentences
We classify marketable debt securities as available-for-sale and, accordingly, record such securities at fair value on the consolidated balance sheets.
−Removed: We classify these securities as current assets as these investments are intended to be available to the Company for use in funding current operations.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Summary of Significant Accounting Policies (Continued)
+Added: these securities as current assets as these investments are intended to be available to the Company for use in funding current operations.
Unrealized gains and losses on our marketable debt securities that are deemed temporary are included in accumulated other comprehensive income as a separate component of shareholders’ equity.
2 unchanged sentences
In the event of a credit loss, only the amount associated with the credit loss is recognized in operating results, with the amount of loss relating to other factors recorded in accumulated other comprehensive income.
+Added: Forward Contracts and Derivative Liabilities
+Added: The Company evaluates certain of its financial and business development transactions to determine the accounting classification of equity linked instruments issued in those transactions.
+Added: The Company first assesses whether a freestanding equity linked instrument meets liability classification in accordance with ASC 480-10 Distinguishing Liabilities from Equity and ASC 815-40 Derivatives and Hedging - Contracts in Entity's Own Equity .
+Added: Under ASC 480-10 an instrument is considered liability classified if the instrument is mandatorily redeemable, obligate the issuer to settle an instrument or the underlying shares by paying cash or other assets, or must or may require settlement by issuing variable number of shares.
+Added: If an instrument does not meet liability classification under ASC 480-10, the Company assesses the requirements under ASC 815-40, which states that contracts that require or may require net cash settlement are liabilities recorded at fair value.
+Added: If the instrument does not require liability classification under ASC 815-40, in order to conclude equity classification, the Company assesses whether the instrument is indexed to its common stock and whether the instrument is classified as equity under ASC 815-40 or other applicable GAAP.
+Added: Equity linked instruments that are accounted for in accordance with ASC 815-40 are reported as liabilities on the consolidated balance sheets at fair value.
+Added: Any change in fair value, as determined at each measurement period, is recorded as a component of other income, net on the consolidated statements of operations.
+Added: Changes in fair value are reported on the consolidated statements of cash flows as change in fair value of forward contract and derivative liabilities.
+Added: The Company accounted for certain consideration agreed to in connection with the amendment, dated as of May 1, 2024 (the "Knopp Amendment"), to the Membership Interest Purchase Agreement, dated as of February 24, 2022 (the "Purchase Agreement") entered into with Knopp Biosciences, LLC ("Knopp") as derivative liabilities under ASC 815 (see Notes 4, "Fair Value of Financial Assets and Liabilities" and 10, "License, Acquisitions and Other Agreements").
+Added: The Company evaluates warrants issued as either equity instruments, liabilities or derivative liabilities in accordance with ASC Topic 480, Distinguishing Liabilities from Equity ("ASC 480") and/or ASC Topic 815, Derivatives and Hedging ("ASC 815"), depending on the specific terms of the warrant agreement.
+Added: The Company assessed the warrants issued to Knopp in May 2024 (the "Knopp Warrants") and concluded that they met the criteria for equity classification under ASC 480 and ASC 815.
+Added: Accordingly, the Knopp Warrants were recorded within additional paid-in capital on the consolidated balance sheet at the time of issuance and are not subject to remeasurement.
+Added: See Note 6, "Shareholders' Equity," for further detail on the Knopp Warrants.
Our consolidated financial statements include the operations of acquired businesses after the completion of the acquisitions.
4 unchanged sentences
Fair value of IPR&D and contingent consideration is generally estimated by using a probability-weighted discounted cash flow approach.
−Removed: Property and Equipment
−Removed: Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets.
−Removed: As of December 31, 2023 and December 31, 2022, the
BIOHAVEN LTD.
2 unchanged sentences
Summary of Significant Accounting Policies (Continued)
−Removed: Company's property and equipment consisted of building and land, office and lab equipment, computer hardware and software, furniture and fixtures, and leasehold improvements.
+Added: Property and Equipment
+Added: Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets.
+Added: As of December 31, 2024 and December 31, 2023, the Company's property and equipment consisted of building and land, office and lab equipment, computer hardware and software, furniture and fixtures, and leasehold improvements.
The fixed assets have the following useful lives:
18 unchanged sentences
The Company did not record any impairment charges relating to its acquired IPR&D for the years ended December 31, 2024, 2023 or 2022.
−Removed: If we acquire an asset or group of assets that do not meet the definition of a business under applicable accounting standards, the acquired IPR&D is expensed on its acquisition date, unless it has an alternative future use.
+Added: If the Company acquires an asset or group of assets that do not meet the definition of a business under applicable accounting standards, the acquired IPR&D is expensed on its acquisition date, unless it has an alternative future use.
Future costs to develop these assets are recorded to research and development expense as they are incurred.
−Removed: In January 2021, in connection with our acquisition of Kleo Pharmaceuticals, Inc.
−Removed: (“Kleo”), we recorded intangible assets consisting of IPR&D assets of $ 18,400 , which included an oncology therapeutic candidate entering Phase I clinical trials and a Multimodal Antibody Therapy Enhancer ("MATE") conjugation asset in the planning stage for clinical development, and goodwill of $ 1,390 .
+Added: In January 2021, in connection with the Company's acquisition of Kleo Pharmaceuticals, Inc.
+Added: (“Kleo”), it recorded intangible assets consisting of IPR&D assets of $ 18,400 , which included an oncology therapeutic candidate entering Phase I clinical trials (BHV-1100) and a Multimodal Antibody Therapy Enhancer ("MATE") conjugation asset in the planning stage for clinical development, and goodwill of $ 1,390 .
Impairment of Long-lived Assets
−Removed: The Company reviews its long-lived assets for indicators of impairment annually, as of November 30, and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
+Added: The Company reviews its long-lived assets for indicators of impairment at least annually, as of November 30, and whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable.
If such indicators are present, the Company assesses the recoverability of affected assets by determining whether the carrying value of such assets is less than the sum of the undiscounted future cash flows of the assets.
−Removed: If such assets are found not to be recoverable, the Company measures the amount of such impairment by comparing the carrying value of the assets to the fair value of the assets, with the fair value generally determined based on the present value of the expected future cash flows associated with the assets.
−Removed: The Company did not record any impairment charges relating to its long-lived assets for the years ended December 31, 2023, 2022 or 2021.
−Removed: Fair Value Measurements
−Removed: Certain assets of the Company are carried at fair value under GAAP.
−Removed: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
−Removed: Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
−Removed: Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two
+Added: If such assets are found not to be recoverable, the Company measures the amount of such impairment by comparing the carrying value of the assets
BIOHAVEN LTD.
2 unchanged sentences
Summary of Significant Accounting Policies (Continued)
−Removed: are considered observable and the last is considered unobservable:
+Added: to the fair value of the assets, with the fair value generally determined based on the present value of the expected future cash flows associated with the assets.
+Added: The Company did not record any impairment charges relating to its long-lived assets for the years ended December 31, 2024, 2023 or 2022.
+Added: Fair Value Measurements
+Added: Certain assets and liabilities of the Company are carried at fair value under GAAP.
+Added: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
+Added: Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.
+Added: Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
• Level 1— Quoted prices in active markets for identical assets or liabilities.
2 unchanged sentences
The carrying values of other current assets, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities.
+Added: The Company has accounted for certain consideration agreed to in connection with the Knopp Amendment as forward contract liabilities, which are recorded on the consolidated balance sheets at fair value.
+Added: Any changes in fair value, as determined each measurement period, are recorded as a component of other income, net on the consolidated statements of operations.
+Added: The fair value of the forward contract liabilities is determined based on significant inputs not observable in the market, and therefore represents a Level 3 measurement within the fair value hierarchy.
+Added: The valuations are based on a Monte Carlo simulation of the Company's share price, which requires judgement and assumption on the volatility of Biohaven's share price, discounted to present value using a risk-free rate plus Biohaven specific credit risk since payable in a variable number of shares.
+Added: (see Notes 4, "Fair Value of Financial Assets and Liabilities" and 10, "License, Acquisitions and Other Agreements").
The Company determines if an arrangement contains a lease at the inception of a contract.
8 unchanged sentences
Other real estate leases contain one fixed lease payment that includes real estate taxes, common area maintenance and insurance.
−Removed: These fixed payments are considered
−Removed: part of the lease payment and included in the right-of-use assets and lease liabilities.
+Added: These fixed payments are considered part of the lease payment and included in the right-of-use assets and lease liabilities.
For its real estate leases, which are accounted for as operating leases, the Company has elected the practical expedient to include both the lease and non-lease components as a single component.
−Removed: In addition, payments made by the Company for improvements to the underlying asset, if the payment relates to an asset of the lessor, are recorded as prepaid rent within other non-current assets in the consolidated balance sheets prior to lease commencement and on commencement, reclassified to the right-of-use asset.
−Removed: As of December 31, 2023, the Company had restricted cash of $ 2,400 included in other non-current assets and $ 250 included in other current assets in the consolidated financial statements, which represents collateral held by banks for letters of credit issued in connection with the leased office space in Yardley, Pennsylvania and Cambridge, Massachusetts.
+Added: In addition, payments made by the
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Summary of Significant Accounting Policies (Continued)
+Added: Company for improvements to the underlying asset, if the payment relates to an asset of the lessor, are recorded as prepaid rent within other non-current assets in the consolidated balance sheets prior to lease commencement and on commencement, reclassified to the right-of-use asset.
+Added: As of December 31, 2024, the Company had restricted cash of $ 3,133 included in other non-current assets in the consolidated financial statements, which represents collateral held by banks for letters of credit issued in connection with the leased office space in Yardley, Pennsylvania and leased office and lab spaces in Cambridge, Massachusetts and Pittsburgh, Pennsylvania.
Restricted cash is generally invested in time deposits and short-term money market funds.
12 unchanged sentences
The Company's historical accrual estimates have not been materially different from the actual costs.
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Summary of Significant Accounting Policies (Continued)
Foreign Currency
8 unchanged sentences
The Company's aggregate foreign currency transaction gains and losses and effects of foreign currency remeasurements were immaterial for the years ended December 31, 2024, 2023 and 2022.
−Removed: Share-Based Compensation
+Added: Non-Cash Share-Based Compensation
The Company measures share options and restricted share unit awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award.
4 unchanged sentences
The fair value of each share option grant is estimated on the date of grant using the Black-Scholes option-pricing model.
−Removed: The Company lacks a sufficient history of company-specific historical and implied volatility information for its shares.
−Removed: Therefore, it
−Removed: estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price.
+Added: The Company lacks a sufficient history of company-specific historical and implied volatility information for its
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Summary of Significant Accounting Policies (Continued)
+Added: Therefore, it estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price.
The expected term of all of the Company's share options has been determined utilizing the "simplified" method.
11 unchanged sentences
Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.
−Removed: The provision for income taxes includes the
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Summary of Significant Accounting Policies (Continued)
−Removed: effects of applicable tax reserves, or unrecognized tax benefits, as well as the related net interest and penalties.
+Added: The provision for income taxes includes the effects of applicable tax reserves, or unrecognized tax benefits, as well as the related net interest and penalties.
Net Loss per Share
11 unchanged sentences
federal government and federal agency securities, corporate bonds or commercial paper, supranational and sovereign obligations, certain qualifying money market mutual funds, certain repurchase agreements, and places restrictions on credit ratings, maturities, and concentration by type and issuer.
−Removed: The Company is exposed to credit risk in the event of a default by the financial institutions holding its cash in excess of government insured limits and in the event of default by
−Removed: corporations and governments in which it holds investments in cash equivalents and short-term debt securities, to the extent recorded on the consolidated balance sheets.
+Added: The Company is exposed to
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Summary of Significant Accounting Policies (Continued)
+Added: credit risk in the event of a default by the financial institutions holding its cash in excess of government insured limits and in the event of default by corporations and governments in which it holds investments in cash equivalents and short-term debt securities, to the extent recorded on the consolidated balance sheets.
Segment Information
−Removed: The Company manages its operations as a single segment, the development of therapies targeting areas including neuroscience, immunology and oncology.
−Removed: for the purposes of assessing performance and making operating decisions.
−Removed: Consistent with our operational structure, the Company's chief decision maker manages and allocates resources at a consolidated level.
−Removed: Therefore, results of our operations are reported on a consolidated basis for the purposes of assessing performance and making operating decisions.
−Removed: In 2023 and 2022, materially all the Company's long-lived assets were held in the United States.
−Removed: Recently Issued Accounting Pronouncements
+Added: The Company manages its operations as a single segment, focused on the discovery, development, and commercialization of life-changing treatments in key therapeutic areas, including immunology, neuroscience, and oncology for the purposes of assessing performance and making operating decisions.
+Added: Consistent with our operational structure, the Company’s Chief Operating Decision Maker ("CODM") manages and allocates resources at a consolidated level.
+Added: See Note 14, "Segment Information" for further detail.
+Added: Recently Adopted Accounting Pronouncements
In November 2023, the FASB issued ASU No.
−Removed: 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
+Added: 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures, which expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.
The amendments in ASU No.
2023-07 apply to public entities, including those with a single reportable segment, and are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
−Removed: The Company is currently evaluating the impact ASU No.
−Removed: 2023-07 will have on its consolidated financial statements
+Added: The Company adopted ASU 2023-07 as of January 1, 2024, the primary impact of which was the disclosure of the significant segment expenses reviewed by the Company’s CODM.
+Added: Refer to Note 14, "Segment Information" for disclosure of the information required under ASU 2023-07.
+Added: Recently Issued Accounting Pronouncements
In December 2023, the FASB issued ASU No.
5 unchanged sentences
2023-09 will have on its consolidated financial statements.
+Added: In November 2024, the FASB issued ASU No.
+Added: 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), which requires disclosure, in the notes to the financial statements, of specified information about certain costs and expenses.
+Added: This ASU is effective for public entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027.
+Added: The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements.
BIOHAVEN LTD.
6 unchanged sentences
Debt securities
−Removed: corporate bonds $ 46,228 $ — $ 46,228 $ 7 $ ( 24 ) $ 46,211
−Removed: Foreign corporate bonds 7,180 — 7,180 — ( 7 ) 7,173
treasury bills $ 312,262 $ — $ 312,262 $ 82 $ ( 47 ) $ 312,297
+Added: treasury bonds
+Added: 74,526 — 74,526 34 — 74,560
Total $ 386,788 $ — $ 386,788 $ 116 $ ( 47 ) $ 386,857
4 unchanged sentences
treasury bills 113,908 — 113,908 27 — 113,935
−Removed: agency bonds 41,734 — 41,734 — ( 24 ) 41,710
Total $ 167,316 $ — $ 167,316 $ 34 $ ( 31 ) $ 167,319
19 unchanged sentences
Debt securities
−Removed: corporate bonds 6 $ 29,537 $ ( 24 )
−Removed: Foreign corporate bonds 1 7,173 ( 7 )
−Removed: Total 7 $ 36,710 $ ( 31 )
+Added: treasury bills 4 $ 58,988 $ ( 47 )
December 31, 2023
2 unchanged sentences
Foreign corporate bonds 1 7,173 ( 7 )
−Removed: treasury bills 1 9,762 ( 5 )
−Removed: agency bonds 4 41,710 ( 24 )
Total 7 $ 36,710 $ ( 31 )
5 unchanged sentences
Gross investment income includes interest income from debt securities available-for-sale, money-market funds, cash, and restricted cash.
−Removed: Net investment income included in other income (expense), net in the consolidated statements of operations for the years ended December 31, 2023 and December 31, 2022 were as follows:
+Added: Net investment income included in other income (expense), net in the consolidated statements of operations for the years ended December 31, 2024, December 31, 2023, and December 31, 2022 were as follows:
+Added: 2024 2023 2022
Debt securities (including realized losses)
6 unchanged sentences
Net investment income $ 21,334 $ 17,686 $ 3,208
−Removed: The Company had no net investment income during the year ended December 31, 2021.
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Marketable Securities (Continued)
We utilize the specific identification method in computing realized gains and losses on sales of debt securities.
−Removed: The proceeds from the sale of debt securities available-for-sale and the related gross realized losses for the year ended December 31, 2023 were as follows:
+Added: The proceeds from the sale of debt securities available-for-sale and the related gross realized losses for the year ended December 31, 2024, 2023 and 2022 were as follows:
+Added: 2024 2023 2022
Proceeds from sales
+Added: $ — $ 4,920 $ —
Gross realized losses
−Removed: The Company had no sales of debt securities during the years ended December 31, 2022 or 2021.
Fair Value of Financial Assets and Liabilities
−Removed: The preparation of the Company’s consolidated financial statements in accordance with GAAP requires certain assets and liabilities to be reflected at their fair value and others to be reflected on another basis, such as an adjusted historical cost basis.
+Added: The preparation of the Company’s consolidated financial statements in accordance with GAAP requires certain assets and liabilities to be reflected at their fair value and others to be reflected on another basis, such as an adjusted
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Fair Value of Financial Assets and Liabilities (Continued)
+Added: historical cost basis.
In this note, the Company provides details on the fair value of financial assets and liabilities and how it determines those fair values.
3 unchanged sentences
See Fair Value Measurements in Note 2, "Summary of Significant Accounting Policies," for a brief description of the type of valuation information (“valuation inputs”) that qualifies a financial asset or liability for each level.
−Removed: Financial assets measured at fair value on a recurring basis on the consolidated balance sheets at December 31, 2023 and December 31, 2022 were as follows:
+Added: Financial assets measured at fair value on a recurring basis on the consolidated balance sheets at December 31, 2024 and December 31, 2023 and financial liabilities measured at fair value on a recurring basis on the consolidated balance sheet at December 31, 2024 were as follows:
Fair Value Measurement Using:
2 unchanged sentences
Cash equivalents Money market funds $ 38,967 $ — $ — $ 38,967
−Removed: Cash equivalents U.S.
−Removed: treasury bills — 27,901 — 27,901
−Removed: Cash equivalents U.S.
−Removed: corporate bonds — 6,001 — 6,001
Marketable securities U.S.
treasury bills 29,707 282,590 — 312,297
−Removed: Marketable securities U.S.
−Removed: corporate bonds — 40,210 — 40,210
−Removed: Marketable securities Foreign corporate bonds — 7,173 — 7,173
+Added: Marketable securities
+Added: treasury bonds
+Added: — 74,560 — 74,560
Other non-current assets
2 unchanged sentences
Total assets $ 71,807 $ 357,150 $ — $ 428,957
+Added: Forward contract liability, current
+Added: $ — $ — $ 71,500 $ 71,500
+Added: Derivative liability, current
+Added: — — 13,210 13,210
+Added: Total liabilities $ — $ — $ 84,710 $ 84,710
December 31, 2023
8 unchanged sentences
corporate bonds — 40,210 — 40,210
−Removed: Marketable securities U.S.
−Removed: agency bonds — 41,710 — 41,710
Marketable securities Foreign corporate bonds — 7,173 — 7,173
+Added: Other non-current assets Money market funds 1,900 — — 1,900
Total assets $ 70,973 $ 157,445 $ — $ 228,418
+Added: The Company had no financial liabilities measured at fair value on a recurring basis as of December 31, 2023.
+Added: There were no securities transferred between Level 1, 2, and 3 during the years ended December 31, 2024 or December 31, 2023.
BIOHAVEN LTD.
2 unchanged sentences
Fair Value of Financial Assets and Liabilities (Continued)
−Removed: The Company had no financial liabilities measured at fair value on a recurring basis as of December 31, 2023 or December 31, 2022.
−Removed: There were no securities transferred between Level 1, 2, and 3 during the years ended December 31, 2023 or December 31, 2022.
The following is a description, including valuation methodology, of the financial assets and liabilities measured at fair value on a recurring basis:
Cash Equivalents
−Removed: Cash equivalents at December 31, 2023 consisted of cash invested in short-term money market funds and debt securities with an original maturity of 90 days or less at the date of purchase.
−Removed: The carrying value of cash equivalents approximates fair value as maturities are less than three months.
+Added: Cash equivalents at December 31, 2024 consisted of cash invested in short-term money market funds that were readily convertible to known amounts of cash and redeemable daily at the election of the Company.
+Added: The carrying value of cash equivalents approximates fair value due to the near term maturity of the fund's underlying security holdings resulting in an insignificant change in value because of changes in interest rates.
When quoted prices are available in an active market, cash equivalents are classified in Level 1 of the fair value hierarchy.
−Removed: Fair values of cash equivalent instruments that do not trade on a regular basis in active markets are classified as Level 2.
−Removed: Marketable Securities
+Added: Marketable Securities and Other Non-Current Assets
Quoted prices for identical assets in active markets are considered Level 1 and consist of on-the-run U.S.
1 unchanged sentence
The fair values of the Company’s Level 2 debt securities are obtained from quoted market prices of debt securities with similar characteristics, quoted prices from identical assets in inactive markets, or discounted cash flows to estimate fair value.
+Added: Forward Contract and Derivative Liability
+Added: In connection with the Knopp Amendment, the Company agreed to issue to Knopp additional common shares of the Company with an approximate value of $ 75,000 within 60 days of the first anniversary of execution of the Knopp Amendment (the “2025 Additional Consideration”).
+Added: In addition, Knopp has the option to request a one-time cash true-up payment from the Company in December 2025, as defined in the agreement (the "2025 Knopp True-up").
+Added: See Note 10, "License, Acquisitions and Other Agreements," for further details.
+Added: The following table provides a roll forward of the fair value of the Company's forward contract and derivative liability related to the 2025 Additional Consideration and 2025 Knopp True-up, respectively, for which fair value is determined by Level 3 inputs from inception of the Knopp Amendment on May 1, 2024 to December 31, 2024:
+Added: Carrying Value
+Added: Fair value at May 1, 2024 (inception)
+Added: Change in fair value of forward contract and derivative liability in other income, net
+Added: Fair value at December 31, 2024
+Added: The fair value of the forward contract and derivative liability recognized in connection with the Knopp Amendment was determined based on significant inputs not observable in the market, and therefore represents a Level 3 measurement within the fair value hierarchy.
+Added: The valuation is based on a Monte Carlo simulation of Biohaven's share price, which requires judgement and assumptions on the volatility of Biohaven's share price, discounted to present value using a risk-free rate plus Biohaven specific credit risk since the 2025 Additional Consideration is payable in a variable number of shares or potentially cash for the 2025 Knopp True-up.
+Added: A summary of the unobservable inputs (Level 3 inputs) used in measuring the Company’s forward contract and derivative liability related to the 2025 Additional Consideration and 2025 Knopp True-up, respectively, as of December 31, 2024 and May 1, 2024 are as follows, presented on a weighted-average basis based on relative fair value:
+Added: As of December 31, 2024
+Added: As of May 1, 2024
+Added: Time to payment and potential payment (years)
+Added: Volatility (annual)
+Added: 67.5 % 80.0 %
+Added: Discount rate
+Added: 12.0 % 14.8 %
+Added: Our expectations of the volatility of Biohaven's share price at the reporting date could be materially different than our actual future volatility, and if so, would mean the estimated fair value could be significantly higher or lower than the fair value determined.
+Added: The Company expects the fair value of the forward contract to be approximately $ 75,000 on the first anniversary of the Knopp Amendment.
+Added: An increase in the derivative liability related to the 2025 Knopp True-up between the reporting date and settlement date of the derivative would have a material adverse effect on the Company's financial performance.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
Balance Sheet Components
23 unchanged sentences
As of December 31, 2024 As of December 31, 2023
−Removed: Accrued employee compensation and benefits $ 837 $ 14,603
Accrued clinical trial costs $ 38,432 $ 29,501
3 unchanged sentences
$ 51,487 $ 39,846
−Removed: Kv7 Platform Acquisition
−Removed: In April 2022, the Company closed the acquisition from Knopp Biosciences LLC (“Knopp”) of Channel Biosciences, LLC (“Channel”), a wholly owned subsidiary of Knopp owning the assets of Knopp’s Kv7 channel targeting platform (the “Kv7 Platform Acquisition”), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), dated February 24, 2022.
−Removed: In consideration for the Kv7 Platform Acquisition, on April 4, 2022, the Company made an upfront payment
+Added: Shareholders' Equity
+Added: FGFR3 Agreement
+Added: In December 2024, the Company, GeneQuantum Healthcare (Suzhou) Co.
+Added: ("GeneQuantum") and Aimed Bio, Inc.
+Added: ("Aimed Bio") entered into a development and license agreement (the "FGFR3 Agreement") pursuant to which Biohaven obtained the exclusive rights to develop and commercialize GeneQuantum's and Aimed Bio's joint research fibroblast growth factor receptor 3 ("FGFR3") ADC program.
+Added: As consideration for the agreement, the Company was obligated to pay
BIOHAVEN LTD.
1 unchanged sentence
(Amounts in thousands, except share and per share amounts)
−Removed: Acquisitions (Continued)
−Removed: comprised of $ 35,000 in cash and 493,254 common shares of the Former Parent, valued at approximately $ 58,747 , issued through a private placement.
−Removed: The Company has also agreed to pay additional success-based payments comprised of (i) up to $ 325,000 based on developmental and regulatory milestones through approvals in the United States, EMEA and Japan for the lead asset, BHV-7000 (formerly known as KB-3061), (ii) up to an additional $ 250,000 based on developmental and regulatory milestones for the Kv7 pipeline development in other indications and additional country approvals, and (iii) up to $ 562,500 for commercial sales-based milestones of BHV-7000.
−Removed: Additionally, the Company has agreed to make scaled royalty payments in cash for BHV-7000 and the pipeline programs, starting at high single digits and peaking at low teens for BHV-7000 and starting at mid-single digits and peaking at low tens digits for the pipeline programs.
−Removed: The Company accounted for this purchase as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, IPR&D.
−Removed: The IPR&D asset has no alternative future use and relates to intellectual property rights related to the Kv7 platform.
−Removed: There was no material value assigned to any other assets or liabilities acquired in the acquisition.
−Removed: As such, during the second quarter of 2022, the Company recorded a charge to research and development (" R&D ") expense in the accompanying consolidated statement of operations of $ 93,747 .
−Removed: During the year ended December 31, 2022, the Company recorded $ 25,000 to R&D expense in the consolidated statement of operations for a regulatory milestone payment which became due and was paid to Knopp during 2022.
−Removed: Excluding the milestone payment noted above, the Company has not recorded any of the possible contingent consideration payments to Knopp as a liability in the accompanying consolidated balance sheet, as none of the future events which would trigger a milestone payment were considered probable of occurring at December 31, 2023.
+Added: Shareholders' Equity (Continued)
+Added: an upfront payment of 222,119 common shares valued at approximately $ 8,554 as of the effective date, which were issued in January 2025.
+Added: Knopp Amendment
+Added: 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.
+Added: As consideration, the Company issued 1,872,874 Biohaven Shares to Knopp, valued at approximately $ 65,981 in May 2024.
+Added: 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.
+Added: The warrant was recorded at its initial fair value of $ 3,340 within additional paid-in capital on the consolidated balance sheet during the second quarter of 2024 and is not subject to remeasurement.
+Added: Refer to Note 10, "License, Acquisitions and Other Agreements" for further detail on the Knopp Amendment.
+Added: 2024 Public Offerings
+Added: 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 to the public of $ 41.00 per share, pursuant to a registration statement on Form S-3 filed with the SEC.
+Added: The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by Biohaven, were approximately $ 247,830 .
+Added: The Company intends to use the net proceeds received from the offering for general corporate purposes.
+Added: On October 2, 2024, the Company closed an underwritten public offering of 6,052,631 of its common shares, which included the exercise in full of the underwriters' option to purchase additional shares, at a price to the public of $ 47.50 per share, pursuant to a registration statement on Form S-3 filed with the SEC.
+Added: The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by Biohaven, were approximately $ 269,935 .
+Added: The Company intends to use the net proceeds received from the offering for general corporate purposes.
Pyramid Acquisition
−Removed: In January 2024, the Company acquired Pyramid Biosciences, Inc.
−Removed: ("Pyramid"), pursuant to an Agreement and Plan of Merger, dated January 7, 2024 ("the Pyramid Agreement").
−Removed: In consideration for the Pyramid acquisition, Biohaven made an upfront payment of $ 10,000 in common shares of the Company.
−Removed: Biohaven has also agreed to make additional success-based payments comprised of (i) up to $ 10,000 based on developmental and regulatory milestones for
−Removed: the lead asset, BHV-1510 (formerly known as PBI-410), (ii) up to an additional $ 30,000 based on developmental and regulatory milestones for a second asset (formerly known as PBI-200) and (iii) up to $ 40,000 for commercial sales-based milestones of BHV-1510.
−Removed: Contingent developmental and regulatory milestone payments may be paid in cash or Biohaven common shares at the election of Biohaven and commercial sales-based milestones are to be made in cash.
−Removed: During the first quarter of 2024, the Company incurred $ 5,000 of R&D expense related to a regulatory milestone which became due under the Pyramid Agreement.
−Removed: Shareholders' Equity
−Removed: Issuance of common shares for the Highlightll Agreement
−Removed: In March 2023, the Company and Hangzhou Highlightll Pharmaceutical Co.
−Removed: ("Highlightll") entered into an exclusive, worldwide (excluding People's Republic of China and its territories and possessions) license agreement (the "Highlightll Agreement") pursuant to which Biohaven obtained the right to research, develop, manufacture and commercialize Highlightll's brain penetrant dual TYK2/JAK1 inhibitor program.
−Removed: In connection with the Highlightll Agreement, in December 2023, the Company issued 721,136 common shares valued at $ 21,814 .
−Removed: See Note 11, "License Agreements," for further detail on the Highlightll Agreement.
−Removed: Issuance of Common Shares for the October 2023 Offering
−Removed: In October 2023, the Compan y completed an underwritten public offering of 11,761,363 of its common shares, including the exercise in full of the underwriters' option to purchase additional common shares, at a price to the public of $ 22.00 per share, pursuant to a registration statement on Form S-3 filed with the SEC.
−Removed: The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by the Company, were approximately $ 242,425 .
+Added: In January 2024, the Company acquired Pyramid pursuant to the Pyramid Agreement.
+Added: In consideration for the Pyramid acquisition, Biohaven made an upfront payment of 255,794 Company common shares, valued at approximately $ 10,894 .
+Added: As of December 31, 2024, 253,838 of these common shares have been issued by the Company.
+Added: During the first quarter of 2024, the Company recorded $ 5,689 of research and development ("R&D") expense in the consolidated statement of operations for a developmental milestone which became due under the Pyramid Agreement, to be paid in 98,129 Company common shares.
+Added: As of December 31, 2024, 97,387 of these common shares have been issued by the Company.
+Added: Refer to Note 10, "License, Acquisitions and Other Agreements" for further discussion of the Pyramid acquisition.
Equity Distribution Agreement
1 unchanged sentence
Sales of the Company's common shares, if any, will be made in sales deemed to be “at-the-market offerings”.
−Removed: The sales agent is not required to sell any specific amount of securities but will act as the Company's sales agent
+Added: 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.
+Added: The Company currently plans to use the net proceeds from any at-the-market offerings of its common shares for general corporate purposes.
+Added: In August 2024, the Company entered into an amendment to the Equity Distribution Agreement pursuant to which the Company may offer and sell common shares having an aggregate offering price of up to $ 450,000 from time to time through or to the sales agent, acting as its agent or principal.
+Added: As of December 31, 2024, the Company sold and issued 4,248,588 common shares under the Equity Distribution Agreement, as amended, for total net proceeds of approximately $ 146,250 .
+Added: As of December 31, 2024, additional common shares having an aggregate offering price of up to $ 300,000 remain available to be issued.
BIOHAVEN LTD.
2 unchanged sentences
Shareholders' Equity (Continued)
−Removed: using commercially reasonable efforts consistent with its normal trading and sales practices, on mutually agreed terms between the sales agent and the Company.
−Removed: The Company currently plans to use the net proceeds from any at-the-market offerings of its common shares for general corporate purposes.
−Removed: As of December 31, 2023, the Company has issued and sold no common shares under the Equity Distribution Agreement.
−Removed: Issuance of Common Shares for the October 2022 Offering
+Added: Highlightll Agreement
+Added: In March 2023, the Company and Hangzhou Highlightll Pharmaceutical Co.
+Added: ("Highlightll") entered into an exclusive, worldwide (excluding People's Republic of China and its territories and possessions) license agreement (the "Highlightll Agreement") pursuant to which Biohaven obtained the right to research, develop, manufacture and commercialize Highlightll's brain penetrant dual TYK2/JAK1 inhibitor program.
+Added: In connection with the Highlightll Agreement, in December 2023, the Company issued 721,136 common shares valued at $ 21,814 .
+Added: See Note 10, "License, Acquisitions and Other Agreements," for further detail on the Highlightll Agreement.
+Added: 2023 Public Offerings
+Added: In October 2023, the Compan y completed an underwritten public offering of 11,761,363 of its common shares, including the exercise in full of the underwriters' option to purchase additional common shares, at a price to the public of $ 22.00 per share, pursuant to a registration statement on Form S-3 filed with the SEC.
+Added: The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by the Company, were approximately $ 242,425 .
+Added: 2022 Public Offerings
In October 2022, the Company commenced a public offering of 25,000,000 of its common shares at a price of $ 10.50 per share, pursuant to a registration statement on Form S-1 filed with the SEC, which was declared effective by the SEC on October 20, 2022.
2 unchanged sentences
The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by the Company, were approximately $ 282,804 .
−Removed: Issuance of Common Shares in connection with the Separation from the Former Parent
+Added: Separation from the Former Parent
On October 3, 2022, the Former Parent completed the Distribution to holders of its common shares and the spin-off of Biohaven.
3 unchanged sentences
See Note 8, "Non-Cash Share-Based Compensation," for discussion of the Legacy Equity Award Settlement Plan.
−Removed: Accumulated Other Comprehensive (Loss) Income
−Removed: Shareholders’ equity included the following activity in accumulated other comprehensive (loss) income for the years ended December 31, 2023 and 2022:
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Accumulated Other Comprehensive Income (Loss)
+Added: Shareholders’ equity included the following activity in accumulated other comprehensive income (loss) for the years ended December 31, 2024 and 2023:
+Added: Year Ended December 31,
+Added: 2024 2023 2022
Net unrealized investment gains (losses):
1 unchanged sentence
Other comprehensive income (loss) 1)
+Added: 66 109 ( 145 )
Amounts reclassified from accumulated other comprehensive income (loss) (2)
Other comprehensive income (loss)
+Added: 66 148 ( 145 )
End of period balance 69 3 ( 145 )
1 unchanged sentence
Beginning of period balance ( 68 ) 429 —
−Removed: Other comprehensive (loss) income (1)
+Added: Other comprehensive income (loss) (1)
+Added: 78 ( 497 ) 429
End of period balance 10 ( 68 ) 429
−Removed: Total beginning of period accumulated other comprehensive income 284 —
−Removed: Total other comprehensive (loss) income
−Removed: Total end of period accumulated other comprehensive (loss) income
+Added: Total beginning of period accumulated other comprehensive (loss) income
+Added: Total other comprehensive income (loss)
144 ( 349 ) 284
−Removed: (1) There was no tax on other comprehensive income (loss) and immaterial tax on amounts reclassified from accumulated other comprehensive (loss) income during the period.
+Added: Total end of period accumulated other comprehensive income (loss)
+Added: $ 79 $ ( 65 ) $ 284
+Added: (1) There was no tax on other comprehensive income (loss) and immaterial tax on amounts reclassified from accumulated other comprehensive income (loss) during the period.
(2) Amounts reclassified from accumulated other comprehensive (loss) income for specifically identified debt securities are included in other income (expense), net in the consolidated statements of operations.
−Removed: No amounts were reclassified from accumulated other comprehensive (loss) income during the years ended December 31, 2022 or 2021.
−Removed: The Company had no accumulated other comprehensive (loss) income included in shareholders' equity as of December 31, 2021.
+Added: No amounts were reclassified from accumulated other comprehensive income (loss) during the years ended December 31, 2024 or 2022.
Non-Cash Share-Based Compensation
1 unchanged sentence
In September 2022, the Company's shareholders approved the 2022 Equity Incentive Plan (the "2022 Plan"), which became effective on October 3, 2022.
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Non-Cash Share-Based Compensation (Continued)
−Removed: 2022 Plan provides for the grant of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share unit awards ("RSUs"), performance-based share awards and other share-based awards.
+Added: The 2022 Plan provides for the grant of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share unit awards ("RSUs"), performance-based share awards and other share-based awards.
Upon the effectiveness of the 2022 Plan, there were 9,190,000 common shares reserved for issuance under the 2022 Plan.
6 unchanged sentences
The Legacy Plan is intended solely to provide for the grant and settlement of nonstatutory share options and RSUs, issued in respect of share options and RSUs originally granted pursuant to the Former Parent's 2017 Equity Incentive Plan and 2014 Equity Incentive Plan.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Non-Cash Share-Based Compensation (Continued)
On October 3, 2022, the Former Parent completed the Distribution and the Separation.
9 unchanged sentences
The Company measures non-cash share-based compensation at the grant date based on the fair value of the award and is recognized as expense over the requisite service period of the award (generally three years ) using the straight-line method.
−Removed: Non-cash share-based compensation expense, consisting of expense for stock options, RSUs, and the 2022 Employee Share
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Non-Cash Share-Based Compensation (Continued)
−Removed: Purchase Plan (the "ESPP"), was classified in the consolidated statements of operations as follows:
+Added: Non-cash share-based compensation expense, consisting of expense for stock options, RSUs, and the 2022 Employee Share Purchase Plan (the "ESPP"), was classified in the consolidated statements of operations as follows:
Year Ended December 31,
8 unchanged sentences
Allocated from the Former Parent excluding the Acceleration
−Removed: — 30,951 26,258
Allocated from the Former Parent related to the Acceleration
5 unchanged sentences
All share option grants are awarded at fair value on the date of grant.
−Removed: The fair value of share options is
−Removed: estimated using the Black-Scholes option pricing model.
+Added: The fair value of share options is estimated using the Black-Scholes option pricing model.
Share options generally expire 10 years after the grant date.
The aggregate intrinsic value of share options is calculated as the difference between the exercise price of the share options and the fair value of the Company's common shares for those share options that had exercise prices lower than the fair value of the Company's common shares at December 31, 2024.
−Removed: The total intrinsic value of outstanding share options for the years ended December 31, 2023 and 2022 was $ 356,369 and $ 61,639 , respectively.
−Removed: The total intrinsic value of share options exercised for the year ended December 31, 2023 was $ 7,756 .
+Added: The total intrinsic value of share options exercised
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Non-Cash Share-Based Compensation (Continued)
+Added: for the years ended December 31, 2024, 2023, and 2022 was $ 33,801 , $ 7,756 , and $ 20,137 , respectively.
The tax benefit from share options exercised for the years ended December 31, 2024, 2023, and 2022 was not material.
1 unchanged sentence
Year Ended December 31,
+Added: 2024 2023 2022
Risk-free interest rate 3.98 % 4.32 % 3.86 %
3 unchanged sentences
Exercise price $ 42.06 $ 24.57 $ 7.00
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Non-Cash Share-Based Compensation (Continued)
The following table is a summary of the Company's share option activity for the year ended December 31, 2024:
10 unchanged sentences
As discussed above, in connection with the Distribution, on October 3, 2022, 924,093 RSUs were granted and settled into 924,093 common shares under the Legacy Equity Award Settlement Plan.
−Removed: No additional RSUs were granted under the 2022 Plan during the years ended December 31, 2023 or 2022.
The Company’s RSUs are considered nonvested share awards and require no payment from the employee.
2 unchanged sentences
Compensation cost is recorded based on the market price of the Company’s common shares on the grant date and is recognized on a straight-line basis over the requisite service period.
−Removed: There were no unvested restricted share units outstanding as of December 31, 2023 and 2022.
−Removed: No restricted share units were granted, forfeited, or vested, in the year ended December 31, 2023.
+Added: The total fair value of RSUs vested during the year ended December 31, 2024 was $ 3,991 .
+Added: No RSUs were granted, forfeited, or vested in the year ended December 31, 2023.
+Added: No fair value was assigned to the RSUs vested during the year ended December 31, 2022, as all RSUs that vested were related to the RSUs granted and settled under the Legacy Equity Award Settlement Plan.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Non-Cash Share-Based Compensation (Continued)
+Added: The following table is a summary of the RSU activity for the year ended December 31, 2024:
+Added: Weighted Average Grant Date Fair Value
+Added: Unvested as of December 31, 2023
+Added: Granted 381,011 $ 41.88
+Added: ( 8,481 ) $ 41.93
+Added: ( 95,309 ) $ 41.88
+Added: Unvested as of December 31, 2024
+Added: 277,221 $ 41.87
Employee Share Purchase Plan
1 unchanged sentence
The ESPP allows each eligible employee who is participating in the plan to purchase shares by authorizing payroll deductions of up to 15 % of eligible earnings.
−Removed: Unless the participating employee has
−Removed: previously withdrawn from the offering, accumulated payroll deductions will be used to purchase shares on the last business day of the offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower.
+Added: Unless the participating employee has previously withdrawn from the offering, accumulated payroll deductions will be used to purchase shares on the last business day of the offering period at a price equal to 85% of the fair market value of the shares on the first business day or the last business day of the offering period, whichever is lower.
Under applicable tax rules, an employee may purchase no more than $25 worth of ordinary shares, valued at the start of the offering period, under the ESPP in any calendar year.
7 unchanged sentences
The purchase price discount and the look-back feature cause the ESPP to be compensatory and the Company to recognize compensation expense.
−Removed: The compensation
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Non-Cash Share-Based Compensation (Continued)
−Removed: cost is recognized on a straight-line basis over the requisite service period.
+Added: The compensation cost is recognized on a straight-line basis over the requisite service period.
The Company values ESPP shares using the Black-Scholes model.
−Removed: The Company recognized compensation expense of $ 1,341 for the year ended December 31, 2023.
+Added: The Company recognized compensation expense of $ 1,249 and $ 1,341 for the years ended December 31, 2024 and 2023, respectively.
The Company did not recognize material compensation expense related to the ESPP for the year ended December 31, 2022.
1 unchanged sentence
During the year ended December 31, 2024, 100,242 shares were issued under the ESPP.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
Net Loss Per Share
7 unchanged sentences
$ ( 9.28 ) $ ( 5.73 ) $ ( 12.75 )
−Removed: (1) Prior to the Spin-Off from the Former Parent on October 3, 2022, Biohaven Ltd.
−Removed: did not operate as an independent company.
−Removed: At the time of the Distribution, 39,375,944 shares of the Company's common stock were distributed to the Former Parent's shareholders, including common shares issued in connection with Former Parent share options that were exercised on October 3, 2022 and common shares issued in connection with Former Parent restricted share units that vested on October 3, 2022.
−Removed: This number of shares is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Spin-Off.
The Company's potential dilutive securities include share options which have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share.
Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders of the Company is the same.
−Removed: The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to
−Removed: common shareholders for the periods indicated because including them would have had an anti-dilutive effect:
+Added: The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common shareholders for the periods indicated because including them would have had an anti-dilutive effect:
Year Ended December 31,
+Added: 2024 2023 2022
Options to purchase common shares 12,781,084 11,379,429 8,959,215
−Removed: License Agreements
−Removed: The following is a summary of all license agreements that the Company has entered into.
−Removed: As of December 31, 2023, the Company has potential future developmental, regulatory, and commercial milestone payments under these agreements of up to approximately $ 101,800 , $ 547,350 , and $ 1,270,450 , respectively.
+Added: Warrants to purchase common shares 294,195 — —
+Added: Restricted Share Units 277,221 — —
+Added: 13,352,500 11,379,429 8,959,215
+Added: License, Acquisitions and Other Agreements
+Added: The Company has entered into various licensing, developmental and acquisition agreements which provide the Company with rights to certain know-how, technology and patent rights.
+Added: The agreements generally include upfront fees, milestone payments upon achievement of certain developmental, regulatory and commercial and sales milestones, as well as sales-based royalties, with percentages that vary by agreement.
+Added: License and Other Agreements
+Added: As of December 31, 2024, the Company has potential future developmental, regulatory, and commercial milestone payments under its license and other agreements of up to approximately $ 170,538 , $ 701,975 , and $ 3,185,450 , respectively.
+Added: See below for a detailed discussion of these agreements.
+Added: The Company has not recorded these potential contingent consideration payments as liabilities in the accompanying consolidated balance sheet as none of the future events which would trigger a milestone payment were considered probable of occurring at December 31, 2024.
Yale Agreements
1 unchanged sentence
The Yale Agreement was amended and restated in May 2019.
−Removed: As amended, the Company agreed to pay Yale University up to $ 2,000 upon the achievement of specified regulatory milestones and annual royalty payments of a low single-digit percentage based on net sales of riluzole-based products from the licensed patents or from products based on troriluzole.
+Added: As of December 31, 2024 under the Yale Agreement, the Company has remaining contingent regulatory milestone payments of up to $ 2,000 .
+Added: The Yale Agreement includes an obligation to pay low single digit royalties on the net sales of licensed patents or from products based on troriluzole.
Under the amended and restated agreement, the royalty rates are reduced as compared to the original agreement.
In addition, under the amended and restated agreement, the Company may develop products based on riluzole or troriluzole.
−Removed: The amended and restated agreement retains a minimum annual royalty of up to $ 1,000 per year, beginning after the first sale of product under the agreement.
−Removed: If the Company grants any sublicense rights under the Yale Agreement, it must pay Yale University a low single-digit percentage of sublicense income that it receives.
−Removed: For the years ended December 31, 2023, 2022 and 2021, the Company did not record any material expense or make any milestone or royalty payments under the Yale Agreement.
−Removed: In January 2021, the Company entered into a worldwide, exclusive license agreement with Yale University for the development and commercialization of
+Added: The amended and restated agreement retains a minimum annual royalty of up to $ 1,000 per year, beginning
BIOHAVEN LTD.
1 unchanged sentence
(Amounts in thousands, except share and per share amounts)
−Removed: License Agreements (Continued)
−Removed: a novel Molecular Degrader of Extracellular Protein ("MoDE") platform (the "Yale MoDE Agreement").
−Removed: Under the Yale MoDE Agreement, the Company acquired exclusive, worldwide rights to Yale University's intellectual property directed to its MoDE platform.
+Added: License, Acquisitions and Other Agreements (Continued)
+Added: after the first sale of product under the agreement.
+Added: If the Company grants any sublicense rights under the Yale Agreement, it must pay Yale University a low single-digit percentage of sublicense income that it receives.
+Added: For the December 31, 2024, 2023, and 2022, the Company did no t record any material expense or make any milestone or royalty payments under the Yale Agreement.
+Added: In January 2021, the Company entered into a worldwide, exclusive license agreement with Yale University for the development and commercialization of a novel Molecular Degrader of Extracellular Protein ("MoDE") platform (the "Yale MoDE Agreement").
The platform pertains to the clearance of disease-causing protein and other biomolecules by targeting them for lysosomal degradation using multi-functional molecules.
−Removed: As part of consideration for this license, the Company paid Yale University an upfront cash payment of $ 1,000 and 11,668 common shares of the Former Parent valued at approximately $ 1,000 .
−Removed: Under the Yale MoDE Agreement, the Company may develop products based on the MoDE platform.
The Yale MoDE Agreement includes an obligation to pay a minimum annual royalty of up to $ 1,000 per year, and low single digit royalties on the net sales of licensed products.
If the Company grants any sublicense rights under the Yale MoDE Agreement, it must pay Yale University a low single-digit percentage of sublicense income that it receives.
−Removed: In addition, Yale University will be eligible to receive additional development milestone payments of up to $ 800 and commercial milestone payments of up to $ 2,950 .
+Added: As of December 31, 2024, under the Yale MoDE Agreement, the Company has remaining contingent development and commercial milestone payments of up to $ 538 and $ 2,950 , respectively.
The Yale MoDE Agreement terminates on the later of twenty years from the effective date, twenty years from the filing date of the first investigational new drug application for a licensed product or the last to expire of a licensed patent.
−Removed: Under the Yale MoDE Agreement, the Company entered into a sponsored research agreement (the “Yale MoDE SRA”), which included funding of up to $ 4,000 over the life of the agreement.
−Removed: The Company recorded research and development expense related to the Yale MoDE SRA of $ 1,333 , $ 2,666 and $ 150 for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: For the years ended December 31, 2023, 2022 and 2021, the Company did not make any milestone or royalty payments under the Yale MoDE Agreement.
−Removed: In May 2023, the Company entered into an additional sponsored research agreement with Yale University (the "2023 Yale SRA"), which included funding of up to $ 612 over the life of the agreement.
−Removed: For the year ended December 31, 2023, the company recorded $ 367 in research and development expense related to the 2023 Yale SRA.
+Added: For the year ended December 31, 2024, the Company recorded research and development expense of $ 263 related to the achievement of developmental milestones under the Yale MoDE Agreement.
+Added: The Company did no t record any material milestone or royalty payments under the Yale MoDE Agreement for the years ended December 31, 2023, and 2022.
ALS Biopharma Agreement
In August 2015, the Company entered into an agreement (the "ALS Biopharma Agreement") with ALS Biopharma and Fox Chase Chemical Diversity Center Inc.
−Removed: ("FCCDC"), pursuant to which ALS Biopharma and FCCDC assigned the Company their worldwide patent rights to a family of over 300 prodrugs of glutamate
−Removed: modulating agents, including troriluzole, as well as other innovative technologies.
+Added: ("FCCDC"), pursuant to which ALS Biopharma and FCCDC assigned the Company their worldwide patent rights to a family of over 300 prodrugs of glutamate modulating agents, including troriluzole, as well as other innovative technologies.
Under the ALS Biopharma Agreement, the Company is obligated to use commercially reasonable efforts to commercialize and develop markets for the patent products.
−Removed: The Company is obligated to pay $ 3,000 upon the achievement of specified regulatory milestones with respect to the first licensed product and $ 1,000 upon the achievement of specified regulatory milestones with respect to subsequently developed products, as well as royalty payments of a low single-digit percentage based on net sales of products licensed under the ALS Biopharma Agreement, payable on a quarterly basis.
+Added: As of December 31, 2024, under the ALS Biopharma Agreement, the Company has remaining contingent regulatory approval milestone payments of up to $ 4,000 , as well as royalty payments of a low single-digit percentage based on net sales of products licensed under the ALS Biopharma Agreement, payable on a quarterly basis.
The ALS Biopharma Agreement terminates on a country-by-country basis as the last patent rights expire in each such country.
1 unchanged sentence
For the years ended December 31, 2024, 2023 and 2022, the Company did no t record any expense or make any milestone or royalty payments under the ALS Biopharma Agreement.
−Removed: 2016 AstraZeneca Agreement
−Removed: In October 2016, the Company entered into an exclusive license agreement (the "2016 AstraZeneca Agreement") with AstraZeneca, pursuant to which AstraZeneca granted the Company a license to certain patent rights for the commercial development, manufacture, distribution and use of any products or processes resulting from development of those patent rights, including BHV-5000 and BHV-5500.
−Removed: In exchange for these rights, the Company agreed to pay AstraZeneca an upfront payment, milestone payments and royalties on net sales of licensed products under the agreement.
−Removed: The regulatory milestones due under the 2016 AstraZeneca Agreement depend on the indication of the licensed product being developed as well as the territory where regulatory approval is obtained.
−Removed: Regulatory milestones due under the 2016 AstraZeneca Agreement with respect to Rett syndrome total up to $ 30,000 , and, for any indication other than Rett syndrome, total up to $ 60,000 .
−Removed: Commercial milestones are based on net sales of all products licensed under the 2016 AstraZeneca Agreement and total up to $ 120,000 .
−Removed: The Company has also agreed to pay royalties in two tiers, with each tiered royalty in the range from 0 - 10 % of net sales of products licensed under the 2016 AstraZeneca Agreement.
−Removed: If the Company receives revenue from sublicensing any of its rights
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: License Agreements (Continued)
−Removed: under the 2016 AstraZeneca Agreement, the Company is also obligated to pay a portion of that revenue to AstraZeneca.
−Removed: The Company is also required to reimburse AstraZeneca for any fees that AstraZeneca incurs related to the filing, prosecution, defending, and maintenance of patent rights licensed under the 2016 AstraZeneca Agreement.
−Removed: The 2016 AstraZeneca Agreement expires upon the expiration of the patent rights under the agreement or on a country-by-country basis ten years after the first commercial sale and can also be terminated if certain events occur, e.g., material breach or insolvency.
−Removed: For the years ended December 31, 2023, 2022 and 2021, the Company did no t record any expense or make any milestone or royalty payments under the 2016 AstraZeneca Agreement.
−Removed: 2018 AstraZeneca License Agreement
−Removed: In September 2018, the Company entered into an exclusive license agreement (the "2018 AstraZeneca Agreement") with AstraZeneca, pursuant to which AstraZeneca granted the Company a license to certain patent rights for the commercial development, manufacture, distribution and use of any products or processes resulting from development of those patent rights, including BHV-3241 (verdiperstat).
−Removed: Under the 2018 AstraZeneca Agreement, the Company paid AstraZeneca an upfront cash payment of $ 3,000 and 109,523 shares valued at $ 4,080 on the date of settlement and is obligated to pay milestone payments to AstraZeneca totaling up to $ 55,000 upon the achievement of specified regulatory and commercial milestones and up to $ 50,000 upon the achievement of specified sales-based milestones.
−Removed: In addition, the Company will pay AstraZeneca royalties in three tiers, with each tiered royalty in the range from 0 - 10 % of net sales of specified approved products, subject to specified reductions.
−Removed: In November 2021, the Company completed enrollment in a Phase 3 clinical trial of this product candidate, which is now referred to as verdiperstat, for the treatment of Amyotrophic Lateral Sclerosis ("ALS").In September 2022, the Company announced negative topline results from the Phase 3 clinical trial of verdiperstat for ALS.
−Removed: ALS is a progressive, life-threatening, and rare neuromuscular disease for which there are currently limited treatment options and no cure.
−Removed: The Company is solely responsible, and has agreed to use commercially reasonable efforts, for all development, regulatory and commercial activities related to verdiperstat.
−Removed: The Company may sublicense its rights under the agreement and, if it does so, will be obligated to pay a portion of any milestone payments received from the sublicense to AstraZeneca in addition
−Removed: to any milestone payments it would otherwise be obligated to pay.
−Removed: The 2018 AstraZeneca Agreement terminates on a country-by-country basis and product-by-product basis upon the expiration of the royalty term for such product in such country and can also be terminated if certain events occur, e.g., material breach or insolvency.
−Removed: For the years ended December 31, 2023, 2022 and 2021, the Company did no t record any material expense or make any milestone or royalty payments under the 2018 AstraZeneca Agreement.
−Removed: Fox Chase Chemical Diversity Center Inc.
−Removed: In May 2019, the Company entered into an agreement with FCCDC (the "FCCDC Agreement") pursuant to which the Company purchased certain intellectual property relating to the TDP-43 protein from FCCDC.
−Removed: The FCCDC Agreement provides the Company with a plan and goal to identify one or more new chemical entity candidates for preclinical development for eventual clinical evaluation for the treatment of one or more TDP-43 proteinopathies.
−Removed: As consideration, the Company issued 100,000 of the Former Parent's common shares to FCCDC valued at $ 5,646 .
−Removed: In addition, the Company is obligated to pay FCCDC milestone payments totaling up to $ 3,000 with $ 1,000 for each additional NDA filing.
−Removed: The Company also issued a warrant to FCCDC, granting FCCDC the option to purchase up to 100,000 of the Former Parent’s common shares, at a strike price of $ 56.46 per share, subject to vesting upon achievement of certain milestones in development of TDP-43.
−Removed: In connection with the Separation, the warrants issued to FCCDC were vested and settled, resulting in $ 4,245 being recorded as research and development expense for the year ended December 31, 2022.
−Removed: In connection with the FCCDC Agreement, the Company and FCCDC have established a TDP-43 Research Plan, which was amended in November 2020, under which the Company will pay FCCDC an earned royalty equal to 0 % to 10 % of net sales of any TD-43 patent products with a valid claim as defined in the FCCDC Agreement.
−Removed: The Company may also license the rights developed under the FCCDC Agreement and, if it does so, will be obligated to pay a portion of any payments received from such licensee to FCCDC in addition to any milestones it would otherwise be obligated to pay.
−Removed: The Company is also responsible for the prosecution and maintenance of the patents related to the TDP-43 assets.
−Removed: The FCCDC Agreement terminates on a country-by-country basis and product-by-product basis upon expiration of the royalty term for such product in such
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: License Agreements (Continued)
−Removed: country and can also be terminated if certain events occur, e.g., material breach or insolvency.
−Removed: The Company did no t record any material research and development expense or make any milestone payments related to the FCCDC Agreement in the consolidated statements of operations during the years ended December 31, 2023, 2022 and 2021.
−Removed: In October 2018, the Company announced it had signed an exclusive, worldwide option and license agreement (the “UConn Agreement”) with the University of Connecticut (“UConn”) for the development and commercialization rights to UC1MT, a therapeutic antibody targeting extracellular metallothionein.
−Removed: Under the UConn Agreement, the Company had the option to acquire an exclusive, worldwide license to UC1MT and its underlying patents to develop and commercialize throughout the world in all human indications (the "UConn Option").
−Removed: In September 2022, the Company exercised the UConn Option in exchange for a payment of $ 400 .
−Removed: Under the UConn Agreement, UConn is entitled to milestone payments upon the achievement of specified developmental and regulatory milestones of up to $ 30,100 and commercial milestones of up to $ 50,000 , and royalties of a low single-digit percentage of net sales of licensed products.
−Removed: Excluding the payment made in connection with the exercise of the UConn Option in September 2022, for the years ended December 31, 2023, 2022 and 2021, the Company did no t record any research and development expense or make any milestone payments related to the UConn Agreement.
−Removed: Artizan Agreement
−Removed: In December 2020, the Company entered into an Option and License Agreement (the "2020 Artizan Agreement") with Artizan Biosciences Inc.
−Removed: Pursuant to the 2020 Artizan Agreement, the Company acquired an option (“Biohaven Option”) to obtain a royalty-based license from Artizan to manufacture, use and commercialize certain products in the United States for the treatment of diseases, including, for example, inflammatory bowel disease and other gastrointestinal inflammatory disorders, e.g., Crohn’s disease.
−Removed: The Biohaven Option is exercisable throughout the development phase of the products at an exercise price of approximately $ 4,000 to $ 8,000 , which varies based on the market potential of the products.
−Removed: The Company and Artizan have also formed a joint steering committee to oversee, review and coordinate the product development activities with regard to all products for which we have exercised (or will exercise in the future) the Biohaven Option.
−Removed: In December 2020, simultaneously with the 2020 Artizan Agreement, the Company entered into a Series A-2 Preferred Stock Purchase Agreement with Artizan.
−Removed: Under the agreement, the Company paid Artizan 61,494 of the Former Parent’s common shares valued at $ 6,000 , which were issued in January 2021.
−Removed: In exchange, the Company acquired 34,472,031 shares of series A-2 preferred stock of Artizan.
−Removed: In June 2021, the Company entered into a Development and License Agreement with Artizan Biosciences Inc (the "2021 Artizan Agreement").
−Removed: Pursuant to the 2021 Artizan Agreement, the Company acquired an exclusive, worldwide license under Artizan’s IgA-SEQ patented technology and know-how to develop, manufacture and commercialize certain of Artizan’s compounds for use in Parkinson’s Disease.
−Removed: Under the 2021 Artizan Agreement, the Company is responsible for funding the development of the compounds, obtaining regulatory approvals, manufacturing the compounds and commercializing the compounds.
−Removed: the Company is also responsible for the prosecution, maintenance and enforcement of Artizan’s patents.
−Removed: The Company will pay Artizan development milestones of $ 20,000 for the first licensed compound to achieve U.S.
−Removed: marketing authorization and $ 10,000 for each subsequent U.S.
−Removed: In addition, the Company will pay Artizan commercialization milestones totaling up to $ 150,000 and royalties in the low- to mid-single digits.
−Removed: The 2021 Artizan Agreement terminates on a country-by-country basis on the later of 10 years from the first commercial sale of licensed product in such country or the expiration of Artizan’s patents in such country and can also be terminated if certain events occur, e.g., material breach or insolvency.
−Removed: In June 2023, the 2020 Artizan Agreement and 2021 Artizan Agreement were both terminated.
−Removed: In June 2022, the Company entered into an amendment (the "Amendment") to the Series A-2 Preferred Stock Purchase Agreement with Artizan.
−Removed: Under the Amendment, the Company made a cash payment of $ 4,000 in exchange for 22,975,301 shares of series A-2 preferred stock of Artizan out of a total of 45,950,601 shares of series A-2 preferred stock of Artizan for a total raise of $ 8,000 (the “A2 Extension Raise”).
−Removed: Along with the Amendment, the Company and Artizan executed a non-binding indication of interest (“Artizan Side Letter”), which describes terms under which the Company and Artizan would amend the 2020 Artizan Agreement to eliminate certain milestone payments required by us in exchange for limiting our option to the selection of the first licensed product.
−Removed: The Artizan Side Letter required Artizan to commit at least 80 % of the funds raised in the A-2 Extension Raise to a certain program and to raise $ 35,000 of additional capital within a certain time.
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: License Agreements (Continued)
−Removed: As of December 31, 2022, due to concerns related to Artizan's inability to fund its future operations, the Company determined its investment in Artizan to be fully impaired.
−Removed: Accordingly, during the fourth quarter of 2022 the Company recognized an impairment loss of $ 10,000 in other income (expense),net on the consolidated statements of operations.
−Removed: For the years ended December 31, 2023, 2022 and 2021, excluding the upfront payments above, the Company did no t record any research and development expense or make any material milestone payments related to the 2020 Artizan Agreement and the 2021 Artizan Agreement.
−Removed: Reliant Agreement
−Removed: In July 2021, the Company entered into a development and licensing agreement (the "Reliant Agreement") with Reliant Glycosciences LLC ("Reliant"), pursuant to which the Company and Reliant have agreed to collaborate on a program with Biohaven Labs’ multifunctional molecules to develop and commercialize conjugated antibodies for therapeutic uses relating to IgA nephropathy and treatment of other diseases and conditions.
−Removed: Under the Reliant Agreement, the Company paid Reliant an upfront payment in the form of issuance of common shares of the Former Parent valued at approximately $ 3,686 , which the Company recorded as research and development expense on its consolidated statement of operations.
−Removed: In addition, Reliant will be eligible to receive development and regulatory milestone payments of up to $ 36,500 , and royalties of a low single-digit percentage of net sales of licensed products.
−Removed: Excluding the upfront payment discussed above, for the years ended December 31, 2023, 2022 and 2021, the Company did no t record any material research and development expense related to the Reliant Agreement.
−Removed: KU Leuven Agreement
−Removed: In January 2022, the Company and Katholieke Universiteit Leuven ("KU Leuven") entered into an Exclusive License and Research Collaboration Agreement (the "KU Leuven Agreement") to develop and commercialize TRPM3 antagonists to address the growing proportion of people worldwide living with chronic pain disorders.
−Removed: The TRPM3 antagonist platform was discovered at the Centre for Drug Design and Discovery and the Laboratory of Ion Channel Research at KU Leuven.
−Removed: Under the KU Leuven Agreement, the Company receives exclusive global rights to develop, manufacture and commercialize KU Leuven's portfolio of small-molecule TRPM3 antagonists.
−Removed: The portfolio includes the lead candidate, henceforth known as BHV-2100, which is being evaluated in preclinical pain
−Removed: models and will be the first to advance towards Phase 1 studies.
−Removed: The Company will support further basic and translational research at KU Leuven on the role of TRPM3 in pain and other disorders.
−Removed: As consideration, KU Leuven received an upfront cash payment of $ 3,000 and 15,340 shares of the Former Parent valued at $ 1,779 , and is eligible to receive additional development, regulatory, and commercialization milestones payments of up to $ 327,750 .
−Removed: In addition, KU Leuven will be eligible to receive mid-single digit royalties on net sales of products resulting from the collaboration.
−Removed: For the year ended December 31, 2023, the Company recorded $ 3,250 to R&D expense in the consolidated statements of operations related to developmental milestones which became due to KU Leuven during 2023.
−Removed: Excluding the upfront payments discussed above, for the year ended December 31, 2022, the Company did no t record any material research and development expense related to the KU Leuven Agreement.
Taldefgrobep Alfa License Agreement
In February 2022, following the transfer of intellectual property, the Company announced that it entered into a worldwide license agreement with BMS for the development and commercialization rights to taldefgrobep alfa (also known as BMS-986089), a novel, Phase 3-ready anti-myostatin adnectin (the "Taldefgrobep Alfa License Agreement").
−Removed: Under the terms of the Taldefgrobep Alfa License Agreement, the Company will receive worldwide rights to taldefgrobep alfa and BMS will be eligible for regulatory approval milestone payments of up to $ 200,000 , as well as tiered, sales-based royalty percentages from the high teens to the low twenties.
+Added: As of December 31, 2024, under the Taldefgrobep Alfa License Agreement, the Company has remaining contingent regulatory approval milestone payments of up to $ 200,000 , as well as tiered, sales-based royalty percentages from the high teens to the low twenties.
There were no upfront or contingent payments to BMS related to the Taldefgrobep Alfa License Agreement.
1 unchanged sentence
Agreement with Hangzhou Highlightll Pharmaceutical Co.
−Removed: In March 2023, the Company entered into the Highlightll Agreement pursuant to which Biohaven obtained the right to research, develop, manufacture and commercialize Highlightll’s brain penetrant dual TYK2/JAK1 inhibitor program.
−Removed: In connection with the Highlightll Agreement, the Company was obligated to pay Highlightll a cash payment of $ 10,000 and 721,136 common shares (collectively, "the Highlightll Upfront Payments"), upon the completion of certain post-closing activities.
−Removed: In December 2023, the Company entered into
+Added: In March 2023, the Company and Hangzhou Highlightll Pharmaceutical Co.
+Added: ("Highlightll") entered into an exclusive, worldwide (excluding People's Republic of China and its territories and possessions) license agreement (the
BIOHAVEN LTD.
1 unchanged sentence
(Amounts in thousands, except share and per share amounts)
−Removed: License Agreements (Continued)
−Removed: a second amendment to the Highlightll Agreement, which granted the Company an exclusive option and right of first refusal to any Selective TYK2 Inhibitor being developed by or on behalf of Highlightll or its affiliates and provided for the payment of the Highlightll Upfront Payments.
+Added: License, Acquisitions and Other Agreements (Continued)
+Added: "Highlightll Agreement") pursuant to which Biohaven obtained the right to research, develop, manufacture and commercialize Highlightll’s brain penetrant dual TYK2/JAK1 inhibitor program.
+Added: In connection with the Highlightll Agreement, the Company was obligated to pay Highlightll a cash payment of $ 10,000 and 721,136 common shares (collectively, "the Highlightll Upfront Payments"), upon the completion of certain post-closing activities.
+Added: In December 2023, the Company entered into a second amendment to the Highlightll Agreement, which granted the Company an exclusive option and right of first refusal to any Selective TYK2 Inhibitor being developed by or on behalf of Highlightll or its affiliates and provided for the payment of the Highlightll Upfront Payments.
As a result, the Company made a $ 10,000 cash payment and issued 721,136 shares, valued at $ 21,814 , to Highlightll during the fourth quarter of 2023, which was recorded as R&D expense during the year ended December 31, 2023.
−Removed: Under the Highlightll Agreement, the Company is obligated to make milestone payments to Highlightll totaling up to $ 200,000 upon the achievement of specified developmental, regulatory and commercial milestones for a first indication, up to $ 100,000 upon the achievement of pre-specified developmental, regulatory and commercial milestones for a second indication, and up to $ 650,000 upon the achievement of specified sales-based milestones.
+Added: As of December 31, 2024, under the Highlightll Agreement, the Company has remaining contingent development, regulatory approval, and commercial milestone payments of up to $ 75,000 , $ 37,500 , and $ 837,500 , respectively.
Additionally, the Company has agreed to make tiered royalty payments as a percentage of net sales starting at mid single digits and peaking at low teens digits.
1 unchanged sentence
The Highlightll Agreement terminates on a country-by-country basis upon expiration of the royalty term and can also be terminated if certain events occur, e.g., material breach or insolvency.
−Removed: Excluding the Highlightll Upfront Payments discussed above, for the year ended December 31, 2023, the Company did not record any material milestone or royalty payments related to the Highlightll Agreement.
+Added: Excluding the Highlightll Upfront Payments discussed above, for the years ended December 31, 2024 and 2023, the Company did no t record any material milestone or royalty payments related to the Highlightll Agreement.
+Added: Other Agreements
+Added: In addition to the agreements detailed above, the Company has entered into various other license agreements and development programs.
+Added: The Company records milestones and other payments, including funding for research arrangements, which become due under these agreements to research and development expense in the consolidated statements of operations.
+Added: Amounts recorded to research and development expense for the period were as follows:
+Added: Year Ended December 31,
+Added: 2024 2023 2022
+Added: Milestone Payments
+Added: $ 1,875 $ 3,250 $ 75
+Added: Upfront Payments - Cash
+Added: Upfront Payments - Issuance of Common Shares*
+Added: $ 8,554 $ — $ —
+Added: * The 2024 amount represents $ 8,554 recorded to research and development expense related to shares owed for upfront payments which were not yet issued as of December 31, 2024 and is recorded within accrued expenses and additional paid in capital on the consolidated balance sheet as of December 31, 2024.
+Added: Kv7 Platform Acquisition
+Added: In April 2022, the Company closed the acquisition from Knopp of Channel Biosciences, LLC (“Channel”), a wholly owned subsidiary of Knopp owning the assets of Knopp’s Kv7 channel targeting platform (the “Kv7 Platform Acquisition”), pursuant to the Purchase Agreement, dated February 24, 2022.
+Added: Under the Purchase Agreement, the Company agreed to make success-based payments based on developmental and regulatory milestones through approvals in the United States, Europe, the Middle East and Asia ("EMEA") and Japan for the lead asset, BHV-7000 (formerly known as KB-3061), developmental and regulatory milestones for the Kv7 pipeline development in other indications and additional country approvals, and commercial sales-based milestones of BHV-7000.
+Added: Additionally, the Company agreed to make scaled royalty payments in cash for BHV-7000 and the pipeline programs, with percentages starting at high single digits and peaking at low teens for BHV-7000 and starting at mid-single digits and peaking at low tens digits for the pipeline programs.
+Added: In May 2024, the Company entered into the Knopp Amendment under which the parties thereto agreed to replace the scaled high single digit to low teens royalty payment obligations with a flat royalty payment in the mid-single digits for BHV-7000 and the pipeline programs.
+Added: The parties also agreed to reduce the success-based payments payable under the
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: License, Acquisitions and Other Agreements (Continued)
+Added: Purchase Agreement.
+Added: The Company retains the ability to pay these contingent milestone payments in cash or in the Company's common shares at Biohaven's election, subject to the same increases if the Company elects to pay in the Company's common shares.
+Added: As of December 31, 2024, under the Purchase Agreement, as amended, the Company had remaining success-based payments comprised of (i) to up to $ 185,000 based on regulatory approvals in the United States and EMEA for BHV-7000 and (ii) up to an additional $ 60,000 based on regulatory approval in the United States for the other Kv7 pipeline programs.
+Added: In consideration of the revisions to the success-based payment and royalty payment obligations, the Company agreed to issue to Knopp 1,872,874 Company common shares, valued at approximately $ 75,000 , through a private placement within 60 days of the date of execution of the Knopp Amendment (the “2024 Additional Consideration”) and additional Company common shares with an approximate value of $ 75,000 within 60 days of the first anniversary of execution of the Knopp Amendment (the “2025 Additional Consideration”).
+Added: The Company also gave Knopp the option to request a one-time cash true-up payment from the Company in December 2024 in the event that Knopp continues to hold the Company's common shares representing the 2024 Additional Consideration and the value of such shares has declined (the "2024 Knopp True-Up"), and a one-time cash true-up payment from the Company in December 2025 in the event that Knopp continues to hold the Company's common shares representing the 2025 Additional Consideration and the value of such shares has declined (the "2025 Knopp True-Up"), in each case, subject to certain conditions.
+Added: The Company concluded that the agreement to issue the 2024 Additional Consideration at a future date represented a fixed forward contract under ASC 815 and classified the commitment as a forward contract liability on its consolidated balance sheet on the execution date of the Knopp Amendment.
+Added: The Company initially measured the forward contract associated with the 2024 Additional Consideration at a fair value of $ 75,220 , which was recorded as R&D expense during the three months ended June 30, 2024 in its consolidated statements of operations.
+Added: In May 2024, the Company issued the 2024 Additional Consideration at an approximate value of $ 65,981 .
+Added: The Company recognized a gain of $ 9,239 for the year ended December 31, 2024 in other income, net in its consolidated statement of operations.
+Added: The gain on settlement of the 2024 Additional Consideration was due to the decline in fair value of the 2024 Additional Consideration from the execution date to the issuance date due to a decline in Biohaven's share price.
+Added: The 2024 Additional Consideration True-up represents a net cash settled written put option measured at fair value on a recurring basis.
+Added: The Company has concluded that the 2024 Additional Consideration True-up represents a net cash settled written put option on the Company’s shares and is a freestanding derivative liability under ASC 815.
+Added: Accordingly, the Company classified the 2024 Additional Consideration True-up as a current derivative liability on its consolidated balance sheet.
+Added: The Company initially recorded the 2024 Additional Consideration True-up at a fair value of $ 15,540 , which was recorded as R&D expense during the three months ended June 30, 2024 in its consolidated statements of operations.
+Added: The Company subsequently remeasured the fair value of the derivative liability and recognized any gains or losses through other income, net in its consolidated statement of operations.
+Added: The 2024 Additional Consideration True-up was considered settled as of December 2024, with no cash payment due upon expiration.
+Added: The Company recognized a gain related to the 2024 Additional Consideration True-Up of $ 15,540 for the year ended December 31, 2024 in other income, net in its consolidated statement of operations.
+Added: Refer to Note 4, "Fair Value of Financial Assets and Liabilities" for further discussion.
+Added: The Company has concluded that the agreement to issue the 2025 Additional Consideration at a future date represents a forward contract settleable in a variable number of shares under ASC 480, and classified the commitment as a current forward contract liability on its consolidated balance sheet.
+Added: The Company initially measured the 2025 Additional Consideration at a fair value of $ 63,940 , which was recorded as R&D expense during the three months ended June 30, 2024 in its consolidated statement of operations.
+Added: The Company subsequently remeasures the fair value of the forward contract liability and recognizes any gains or losses through other income, net in its consolidated statement of operations.
+Added: The Company recognized expense of $ 7,560 for the year ended December 31, 2024 related to the remeasurement of the 2025 Additional Consideration.
+Added: Refer to Note 4, "Fair Value of Financial Assets and Liabilities" for further discussion.
+Added: The Company has concluded that the 2025 Additional Consideration True-up represents a net cash settled written put option on the Company’s shares and is a freestanding derivative liability under ASC 815.
+Added: Accordingly, the Company classified the 2025 Additional Consideration True-up as a non-current derivative liability on its consolidated balance sheet.
+Added: The Company initially recorded the 2025 Additional Consideration True-up at a fair value of $ 13,810 , which was recorded as R&D expense during the three months ended June 30, 2024.
+Added: The Company subsequently remeasures the fair value of the derivative liability and recognizes any gains or losses through other income, net in its consolidated statement of operations.
+Added: The Company recognized a gain of $ 600 for the year ended December 31, 2024 related to the 2025 Additional Consideration True-up.
+Added: Refer to Note 4, "Fair Value of Financial Assets and Liabilities" for further discussion.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: License, Acquisitions and Other Agreements (Continued)
+Added: 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 (the “Warrant”) to purchase 294,195 Company common shares at a purchase price per share of $ 67.98 , subject to certain specified development milestones and the Company achieving a specified market capitalization.
+Added: Refer to Note 6, "Shareholders' Equity" for further discussion.
+Added: The Company has not recorded any of the remaining contingent consideration payments to Knopp as a liability in the accompanying consolidated balance sheet as none of the future events which would trigger a milestone payment were considered probable of occurring at December 31, 2024.
+Added: Pyramid Acquisition
+Added: In January 2024, the Company acquired Pyramid Biosciences, Inc.
+Added: (“Pyramid”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated January 7, 2024 ("the Pyramid Agreement").
+Added: In consideration for the Pyramid acquisition, Biohaven made an upfront payment of 255,794 Company common shares, valued at approximately $ 10,894 .
+Added: The Company accounted for this purchase as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, IPR&D.
+Added: The IPR&D asset has no alternative future use and relates primarily to BHV-1510.
+Added: There was no material value assigned to any other assets or liabilities acquired in the acquisition.
+Added: As such, the upfront payment discussed above was recorded as a charge to R&D expense in the accompanying consolidated statements of operations during the three months ended March 31, 2024.
+Added: As of December 31, 2024, under the Pyramid Agreement, the Company has remaining success-based payments comprised of (i) up to $ 5,000 based on developmental and regulatory milestones for the lead asset, BHV-1510 (formerly known as PBI-410), (ii) up to an additional $ 30,000 based on developmental and regulatory milestones for a second asset (formerly known as PBI-200) and (iii) up to $ 40,000 for commercial sales-based milestones of BHV-1510.
+Added: Contingent developmental and regulatory milestone payments may be paid in cash or Biohaven common shares at the election of Biohaven and commercial sales-based milestones are to be made in cash.
+Added: The Company has not recorded any of the remaining contingent consideration payments as a liability in the accompanying consolidated balance sheet as none of the future events which would trigger a milestone payment were considered probable of occurring at December 31, 2024.
+Added: During the first quarter of 2024, the Company recorded $ 5,689 of R&D expense in the consolidated statement of operations for a developmental milestone which became due under the Pyramid Agreement, to be paid in 98,129 common shares of the Company.
+Added: See Note 6, "Shareholders' Equity" for discussion of common shares issued to as part of the Pyramid Agreement.
Commitments and Contingencies
2 unchanged sentences
The Company's leases primarily consist of lab and office space for use in its operations.
−Removed: Its leases generally have lease terms of 1 to 10 years, some of which include options to extend for up to 5 to 10 years or on a month-to-month basis.
−Removed: The Company includes extension options that are reasonably certain to be exercised as part of determination of lease terms.
−Removed: As of December 31, 2023, none of the Company's lease terms
−Removed: included the extension option as the Company has determined that it is unlikely to exercise the extension option.
+Added: It's leases generally have initial lease terms of 1 to 10 years, some of which include options to extend for up to 5 to 10 years or on a month-to-month basis.
+Added: As of December 31, 2024, none of the Company's lease terms included the extension option as the Company has determined that it is unlikely to exercise the extension option.
For periods prior to Separation, lease costs were allocated to the Company based on a proportional cost allocation method.
−Removed: Allocated operating lease cost for periods prior to Separation and actual operating lease cost was $ 5,874 , $ 1,158 and $ 264 for the years ended December 31, 2023, 2022 and 2021, respectively.
−Removed: The Company currently has one short-term real estate leases with immaterial lease expense.
+Added: Actual operating lease cost and allocated operating lease cost for periods prior to Separation was $ 5,884 , $ 5,874 and $ 1,158 for the years ended December 31, 2024, 2023 and 2022, respectively.
+Added: The Company currently has one short-term real estate lease with immaterial lease expense.
The Company had immaterial sublease income and there are no sale-leaseback transactions.
2 unchanged sentences
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Commitments and Contingencies (Continued)
The following table summarizes supplemental cash flow information:
3 unchanged sentences
$ 8,492 $ — $ 31,342
−Removed: Operating cash flows paid for operating leases were immaterial for all periods prior to the Separation, and were $ 4,854 and $ 780 for the years ended December 31, 2023 and December 31, 2022.
+Added: Right-of-use asset obtained in exchange for modified operating lease liability
+Added: $ 456 $ — $ —
+Added: Operating cash flows paid for operating leases were $ 5,114 , $ 4,854 and $ 780 for the years ended December 31, 2024, 2023 and 2022.
Supplemental balance sheet information related to leases is as follows:
8 unchanged sentences
Weighted average discount rate 7.59 % 6.47 %
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Commitments and Contingencies (Continued)
The following table summarizes maturities of operating lease liabilities as of December 31, 2024:
4 unchanged sentences
Total lease liabilities $ 36,584
−Removed: West Palm Beach Lease Agreement
−Removed: In June 2022, the Company entered into a lease agreement in West Palm Beach, Florida for office space (the "West Palm Beach Lease"), which will be used for general office purposes.
−Removed: The lease is expected to commence in late 2024 after substantial completion of building improvements, and has a term of 120 months, with an option to extend for two additional periods of 60 months each.
−Removed: The Company expects to record the West Palm Beach Lease as an operating lease.
−Removed: The Company has annual commitments relating to the West Palm Beach Lease ranging from $ 1,263 to $ 1,649 .
+Added: Pittsburgh Centre Avenue Lease Agreement
+Added: In March 2024, the Company entered into a lease agreement in Pittsburgh, Pennsylvania for lab space (the "Pittsburgh Centre Avenue Lease"), which will be used to support the research and development of the Company's ion channel platform and replace the Company's current operating lease in Pittsburgh.
+Added: The lease is expected to commence in mid 2025 after substantial completion of building improvements to lessor assets, and has a term of 122 months, with an option to extend for one additional period of 60 months.
+Added: The Company expects to record the Pittsburgh Centre Avenue Lease as an operating lease.
+Added: The Company has annual commitments relating to the Pittsburgh Centre Avenue Lease ranging from $ 1,859 to $ 2,373 , excluding any additional tenant improvement allowance that would increase the base rent.
Research Commitments
The Company has entered into agreements with several CROs to provide services in connection with the Company’s preclinical studies and clinical trials.
−Removed: As of December 31, 2023, the Company had remaining maximum research commitments in excess of one year of approximately $ 9,025 , which are variable based on number of trial participants, and contingent upon the achievement of certain milestones of the clinical trials covered under the agreements.
−Removed: If all related milestones are achieved, the Company expects these amounts to be paid over approximately one year .
+Added: As of December 31, 2024, the Company had no research commitments in excess of one year.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Commitments and Contingencies (Continued)
Indemnification Agreements
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties.
−Removed: In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them
−Removed: against certain liabilities that may arise by reason of their status or service.
+Added: In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service.
The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited.
2 unchanged sentences
The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2024 or December 31, 2023.
−Removed: License Agreements
−Removed: The Company has entered into license agreements with various parties for which it is obligated to make contingent and non-contingent payments.
−Removed: See Note 11, "License Agreements," for additional details.
+Added: License, Acquisitions, and Other Agreements
+Added: The Company has entered into license, developmental, and acquisition agreements with various parties under which it is obligated to make contingent and non-contingent payments.
+Added: See Note 10, "License, Acquisitions and Other Agreements," for additional details.
Other Agreements
On January 1, 2021, the Company entered into a consulting services agreement (the "Moda Agreement") with Moda Pharmaceuticals LLC ("Moda") to further the scientific advancement of technology, drug discovery platforms (including the technology licensed under the Yale MoDE Agreement), product candidates and related intellectual property owned or controlled by the Company.
−Removed: Under the Moda Agreement, the Company paid Moda an upfront cash payment of $ 2,700 and 37,836 shares of the Former Parent valued at approximately $ 3,243 .
−Removed: In addition, Moda will be eligible to receive additional development milestone payments of up to $ 81,612 and commercial milestone payments of up to $ 30,171 .
+Added: Under the Moda Agreement, the Company agreed to make success-based payments based on developmental, regulatory and commercial milestones.
The Moda Agreement has a term of four years and may be terminated earlier by the Company or Moda under certain circumstances including, for example, the Company's discontinuation of research on the MoDE platform or default.
−Removed: For the years ended December 31, 2023, 2022 and 2021, excluding the upfront payments above, the Company did no t record any material research and development expense or make any milestone payments related to the Moda Agreement.
+Added: In August 2023, the Company entered into an amendment to the Moda Agreement with Moda.
+Added: As of December 31, 2024, under the Moda Agreement, as amended, the Company had remaining contingent development, regulatory approval, and commercial milestone payments of up to $ 31,245 , $ 22,000 , and $ 104,612 , respectively.
+Added: For the year ended December 31, 2024, the Company recorded research and development expense of $ 2,125 related to developmental milestones under the Moda Agreement.
+Added: The Company did not record any material research and development expense or make any milestone payments related to the Moda Agreement for the years ended December 31, 2023 and 2022.
Legal Proceedings
From time to time, in the ordinary course of business, the Company is subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations.
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Commitments and Contingencies (Continued)
−Removed: December 31, 2023, there were no matters which would have a material impact on the Company’s financial results.
−Removed: The income tax expense in the consolidated financial statements has been calculated on a separate return method and is presented as if the Company’s operations were separate taxpayers in the respective jurisdictions up to and including the Separation.
−Removed: Cash tax payments, income taxes receivable and deferred taxes, net of valuation allowance, are reflective of its actual tax balances prior and subsequent to the Distribution.
+Added: As of December 31, 2024, there were no matters which would have a material impact on the Company’s financial results.
As a company incorporated in the British Virgin Islands (“BVI”), the Company is principally subject to taxation in the BVI.
1 unchanged sentence
The Company, including the Former Parent for periods prior to the Separation, has historically outsourced all of the research and clinical development for its programs under a master services agreement with Biohaven Pharmaceuticals, Inc.
−Removed: As a result of providing services under this agreement, BPI was profitable during the years ended December 31, 2023, 2022 and 2021, and BPI is subject to taxation in the United States.
−Removed: As such, in each reporting period, the Company's tax provision includes the effects of consolidating the results of operations of BPI.
−Removed: At December 31, 2023 and 2022, the Company continued to maintain a full valuation allowance against its net deferred tax assets, which are comprised primarily of capitalized research and development deductions, research and development tax credit carryforwards and net operating loss carryforwards, based on management’s assessment that it is more likely than not that the deferred tax assets will not be realized.
+Added: As a result of providing services under this agreement, BPI was profitable during the years ended December 31, 2024, 2023 and 2022.
+Added: A similar arrangement is also in place for the Company's subsidiary, Biohaven Biosciences
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Income Taxes (Continued)
+Added: Ireland Limited ("BBIL").
+Added: The Companies are subject to taxation in the United States and Ireland, respectively, and the Company's tax provision includes the effects of consolidating the results of operations of BPI and BBIL.
+Added: At December 31, 2024 and 2023, the Company continued to maintain a full valuation allowance against its net deferred tax assets, which are comprised primarily of net operating loss carryforwards, research and development tax credit carryforwards and capitalized research and development deductions, based on management’s assessment that it is more likely than not that the deferred tax assets will not be realized.
The Company will continue to evaluate the need for a valuation allowance on its deferred tax assets until there is sufficient positive evidence to support the reversal of all or some portion of these allowances.
−Removed: The Company recorded an income tax benefit during the year ended December 31, 2023 of $ 1,383 and income tax provisions of $ 438 and $ 1,366 during the years ended December 31, 2022 and 2021, respectively, which primarily represent Federal and state taxes
−Removed: related to the Company’s profitable operations in the U.S.
+Added: The Company recorded an income tax provision during the year ended December 31, 2024 of $ 735 , an income tax benefit during the year ended December 31, 2023 of $ 1,383 , and an income tax provision during the year ended December 31, 2022 of $ 438 , which primarily represent Federal and state taxes related to the Company’s profitable operations in the U.S.
Loss before provision for income taxes consisted of the following:
7 unchanged sentences
2024 2023 2022
−Removed: Current income tax (benefit) provision:
+Added: Current income tax provision (benefit):
BVI $ — $ — $ —
Foreign 735 ( 1,383 ) 438
−Removed: Total current income tax (benefit) provision
+Added: Total current income tax provision (benefit)
735 ( 1,383 ) 438
2 unchanged sentences
Total deferred income tax provision (benefit) — — —
−Removed: Total (benefit) provision for income taxes
+Added: Total provision (benefit) for income taxes
$ 735 $ ( 1,383 ) $ 438
8 unchanged sentences
Effective income tax rate 0.1 % ( 0.3 ) % 0.1 %
+Added: The Company's income tax provision primarily represents Federal and state taxes related to the profitable operations of its subsidiaries in the United States and Ireland.
+Added: The income tax benefit recorded during the year ended December 31, 2023 was primarily attributable to the adoption of the guidance contained in a Notice of Proposed Rule Making issued by the United States Internal Revenue Service during the third quarter of 2023 ("the Notice").
BIOHAVEN LTD.
2 unchanged sentences
Income Taxes (Continued)
−Removed: The Company's income tax (benefit) provision primarily represents Federal and state taxes related to the profitable operations of its subsidiaries in the United States and Ireland.
−Removed: The income tax benefit recorded during the year ended December 31, 2023 was primarily attributable to the adoption of the guidance contained in a Notice of Proposed Rule Making issued by the United States Internal Revenue Service during the third quarter of 2023 ("the Notice").
−Removed: The Notice indicates that BPI has the ability to immediately deduct R&D expenditures which were incurred in the US and reimbursed by its foreign parent.
+Added: indicates that BPI has the ability to immediately deduct R&D expenditures which were incurred in the U.S.
+Added: and reimbursed by its foreign parent.
Previously these expenditures were capitalized, as was generally required under the Tax Cuts and Jobs Act, which was effective for tax years beginning on or after January 1, 2022.
−Removed: Based on this guidance and its application to the Company's specific facts, Biohaven deducted these expenditures on its 2022 tax return, substantially reducing its taxable income in the US and capitalized R&D expenditures, resulting in an increase to its federal net operating loss carryforward of $ 598.7 million that can be carried forward indefinitely.
−Removed: The Company's adoption of the Notice in 2023 also increased its State net operating losses, resulting in the reversal of $ 0.8 million of state income taxes recorded in 2022.
+Added: Based on this guidance and its application to the Company's specific facts, Biohaven deducted these expenditures on its 2022 tax return, substantially reducing its taxable income in the U.S.
+Added: and capitalized R&D expenditures, resulting in an increase to its federal net operating loss carryforward of $ 598,679 that can be carried forward indefinitely.
+Added: The Company's adoption of the Notice in 2023 also increased its State net operating losses, resulting in the reversal of $ 800 of state income taxes recorded in 2022.
Net deferred tax assets (liabilities) consisted of the following:
12 unchanged sentences
As of December 31, 2024 and 2023, the Company had federal and state research and development and orphan drug credits of $ 140,201 and $ 111,660 , respectively, which begin to expire in 2035.
−Removed: Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2023 and 2022 were due primarily to generation of net operating losses and tax credit carryforwards.
−Removed: Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2022 and 2021 were due primarily to generation of nondeductible research expenses and tax credit carryforwards.
+Added: Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2024 and 2023 were due primarily to the acquisition of Pyramid and offset by the utilization of net operating losses and tax credit carryforwards.
+Added: The change in the valuation allowance for deferred tax assets during the year ended December 31,2022 was due primarily to generation of nondeductible research expenses and tax credit carryforwards.
Year Ended December 31,
5 unchanged sentences
The Company followed the authoritative guidance for recognizing and measuring uncertainty in income taxes for tax positions taken or expected to be taken in a tax return.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Income Taxes (Continued)
The beginning and ending amounts of unrecognized tax benefits reconciles as follows:
3 unchanged sentences
Increase for tax positions taken during the current period 100 — —
−Removed: (Decreases) increases recorded to Purchase Accounting and Net Investment from Former Parent — ( 1,600 ) 1,050
+Added: Decrease recorded to Purchase Accounting and Net Investment from Former Parent
+Added: — — ( 1,600 )
End of period balance $ 2,300 $ 2,200 $ 2,200
3 unchanged sentences
As of December 31, 2024 and 2023, the total amount of accrued interest and penalties was not significant.
−Removed: BPI and Kleo file income tax returns in the U.S.
+Added: BPI, Kleo and Pyramid file income tax returns in the U.S.
and certain state jurisdictions.
−Removed: federal and state income tax returns are subject to tax examinations for the tax year ended December 31, 2019 and
−Removed: BIOHAVEN LTD.
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: (Amounts in thousands, except share and per share amounts)
−Removed: Income Taxes (Continued)
−Removed: subsequent years.
−Removed: The federal tax return for BPI is currently under audit by the IRS for the period ended December 31, 2019.
+Added: federal and state income tax returns are generally open to tax examinations for the tax year ended December 31, 2021 and subsequent years.
+Added: BPI and Kleo are under exam by the State of Connecticut for the tax years December 31, 2017 and forward.
Related Party Transactions
+Added: Related Party Agreements
+Added: License Agreements with Yale
+Added: On September 30, 2013, the Company entered into the Yale Agreement with Yale (see Note 10, "License, Acquisitions and Other Agreements," for details).
+Added: The Company’s Chief Executive Officer is one of the inventors of the patents that the Company has licensed from Yale and, as such, is entitled to a specified share of the glutamate product-related royalty revenues that may be received by Yale under the Yale Agreement.
+Added: In January 2021, the Company entered into the Yale MoDE Agreement with Yale (see Note 10, "License, Acquisitions and Other Agreements," for details).
+Added: Under the license agreement, the Company acquired exclusive, worldwide rights to Yale's intellectual property directed to its MoDE platform.
+Added: Under the Yale MoDE Agreement, the Company entered into the Yale MoDE SRA (see Note 10, "License, Acquisitions and Other Agreements," for details), which included funding of up to $ 4,000 over the life of the agreement.
+Added: In May 2023, the Company entered into an additional sponsored research agreement with Yale University (the "2023 Yale SRA"), which includes funding of up to $ 612 over the life of the agreement.
+Added: For the years ended December 31, 2024, 2023 and 2022, the Company recorded $ 1,864 , $ 2,942 and $ 3,420 , respectively, in research and development expense, including certain administrative expenses, related to the Yale MoDE Agreement and the Yale MoDE SRA, the Yale Agreement, and the 2023 Yale SRA (collectively, the "Yale Agreements").
+Added: As of December 31, 2024, the Company did not owe any material amounts to Yale.
Relationship with the Former Parent
Upon the effectiveness of the Separation on October 3, 2022, the Former Parent ceased to be a related party to the Company and accordingly, no related party transactions or balances are reported subsequent to October 3, 2022.
−Removed: On October 3, 2022, the Company entered into agreements with the Former Parent in connection with the Separation, including the following:
−Removed: Transition Services Agreement.
−Removed: The Company entered into a Transition Services Agreement with the Former Parent (the “Transition Services Agreement”) under which the Company or one of its affiliates will provide the Former Parent, and the Former Parent or one of its affiliates will provide the Company, with certain transition services for a limited time to ensure an orderly transition following the Spin-Off.
−Removed: The services that the Company and the Former Parent agreed to provide to each other under the Transition Services Agreement include certain finance, information technology, clinical study support, human resources and compensation, facilities, financial reporting and accounting and other services.
−Removed: The Company will pay the Former Parent, and the Former Parent will pay the Company, for any such services received by the Former Parent or the Company, as applicable, at agreed amounts as set forth in the Transition Services Agreement.
−Removed: Amounts received in connection with the Transition Services Agreement are recorded as other income on the consolidated statement of operations, as they are outside of the normal operating business of the Company.
−Removed: For the year ended December 31, 2023, the Company recorded $ 9,250 in other income (expense), net on the consolidated statements of operations reflecting transition services provided to the Former Parent, of which $ 396 was included as a receivable in other current assets on the consolidated balance sheet as of December 31, 2023.
−Removed: For the year ended December 31, 2022, the Company recorded $ 4,024 in other income (expense), net on the consolidated statements of operations reflecting transition services provided to the Former Parent, of which $ 2,748 was included as a receivable in other current assets on the consolidated balance sheet as of December 31, 2022.
−Removed: United States Distribution Services Agreement.
−Removed: The Company entered into a United States Distribution Services Agreement with the Former Parent, pursuant
−Removed: to which the Company shall continue to serve as the Former Parent’s distributor and agent for the distribution of the pharmaceutical product Nurtec ODT in the United States for a limited period of time following the Spin-Off.
−Removed: Under the Distribution Services Agreement, the Former Parent and Pfizer Inc.
−Removed: have agreed to indemnify the Company for, among other things, losses resulting from the conduct of the distribution business or actions taken at the direction of the Former Parent.
−Removed: As the Company was acting as an agent of the Former Parent for services performed under the Distribution Services Agreement, no amounts for revenues or expenses relating to the services performed thereunder were included on the Company's consolidated financial statements.
−Removed: As of December 31, 2022, the Company recorded restricted cash held on behalf of Former Parent of $ 35,212 and Due to Former Parent of $ 35,212 on the consolidated balance sheet primarily relating to cash held in connection with the execution of the Distribution Services Agreement which was legally payable to the Former Parent.
−Removed: The Company did not hold any restricted cash on behalf of the Former Parent as of December 31, 2023.
−Removed: Outsourcing & Employee Transfer Agreements.
−Removed: The Company entered into Outsourcing & Employee Transfer Agreements, one with Pfizer Inc., Bulldog (BVI) Ltd., the Former Parent and Biohaven Pharmaceuticals, Inc.
−Removed: Employer”), and the other with Pfizer Inc., Bulldog (BVI) Ltd., the Former Parent, and BioShin (Shanghai) Consulting Services Co., Ltd.
−Removed: (“Chinese Employer”), pursuant to which the Chinese Employer and the U.S.
−Removed: Employer will, among other things, provide Pfizer Inc.
−Removed: with the services of, and remain the employers of, certain of their employees for a limited period of time following the Spin-Off.
−Removed: During such period, Pfizer Inc.
−Removed: or one of its affiliates will pay the U.S.
−Removed: Employer for employee-related expenses for its employees (including the cost of salary and wages) and will pay the Chinese Employer a service fee based on employee-related expenses for its employees (including the cost of salary and wages).
−Removed: Amounts received in connection with the Outsourcing & Employee Transfer Agreements are recorded against their related operating expenses as they represent reimbursements for operating expenses incurred by the Company on behalf of the Former Parent.
+Added: On October 3, 2022, the Company entered into agreements with the Former Parent in connection with the Separation, including a Transition Services Agreement.
+Added: For a full discussion of agreements entered into with the Former Parent, refer to Note 14, "Related Party Transactions" to the consolidated financial statements included in the 2023 Form 10-K.
+Added: The Company did not record any material income for transition services provided to the Former Parent during the year ended December 31, 2024.
+Added: For the years ended December 31, 2023 and 2022 the Company recorded $ 9,250 and $ 4,024 , respectively, in other income reflecting transition services provided to the Former Parent.
Relationship with the Former Parent prior to the Separation
−Removed: Pursuant to the Distribution Agreement, immediately prior to the Separation the Former Parent made a cash contribution to the Company which
+Added: Pursuant to the Distribution Agreement, immediately prior to the Separation the Former Parent made a cash contribution to the Company which resulted in a cash balance of approximately $ 257,799 as of October 3, 2022.
BIOHAVEN LTD.
2 unchanged sentences
Related Party Transactions (Continued)
−Removed: resulted in a cash balance of approximately $ 257,799 as of October 3, 2022.
Prior to the Separation, the Company did not historically operate as a standalone business and the consolidated financial statements are derived from the consolidated financial statements and accounting records of the Former Parent.
26 unchanged sentences
Issuance of Former Parent common shares to repurchase non-controlling interest in a subsidiary 60,000
−Removed: Issuance of Former Parent common shares for building purchase — 4,871
Issuance of Former Parent common shares as payment for IPR&D asset acquisition 58,747
−Removed: Issuance of Former Parent common shares as payment for business acquisition — 10,673
−Removed: Issuance of Former Parent common shares as payment for Artizan investment — 6,000
Issuance of Former Parent common shares as payment for license and consulting agreements 1,779
4 unchanged sentences
(2) Refer to Note 1, "Nature of the Business and Basis of Presentation," for further details on separation related adjustments.
−Removed: Related Party Agreements
−Removed: License Agreements with Yale
−Removed: On September 30, 2013, the Company entered into the Yale Agreement with Yale (see Note 11, "License Agreements," for details).
−Removed: The Company’s Chief Executive Officer is one of the inventors of the patents that the Company has licensed from Yale and, as such, is entitled to a specified share of the glutamate product-related royalty revenues that may be received by Yale under the Yale Agreement.
−Removed: In January 2021, the Company entered into the Yale MoDE Agreement with Yale (see Note 11, "License Agreements," for details).
−Removed: Under the license agreement, the Company acquired exclusive, worldwide rights to Yale's intellectual property directed to its MoDE platform.
−Removed: As part of consideration for this license, the Company paid Yale University an upfront cash payment of $ 1,000 and 11,668 common shares of the Former Parent valued at approximately $ 1,000 .
−Removed: Under the Yale MoDE Agreement, the Company entered into the Yale MoDE SRA (see Note 11, "License Agreements," for details), which included funding of up to $ 4,000 over the life of the agreement.
−Removed: In May 2023, the Company entered into an additional sponsored research agreement with Yale University (the "2023 Yale SRA"), which includes funding of up to $ 612 over the life of the agreement.
−Removed: For the years ended December 31, 2023, 2022 and 2021, the Company recorded $ 2,942 , $ 3,420 and $ 458 , respectively, in research and development expense, including certain administrative expenses, related to the Yale MoDE Agreement and the Yale MoDE SRA, the Yale Agreement, and the 2023 Yale SRA (the "Yale Agreements").
−Removed: As of December 31, 2023, the Company did not owe any amounts to Yale.
+Added: Segment Information
+Added: The Company manages its operations as a single segment, focused on the discovery, development, and commercialization of life-changing treatments in key therapeutic areas, including immunology, neuroscience, and oncology.
+Added: Our Chief Executive Officer (“CEO”), as the Company's chief operating decision maker, manages and allocates resources at a consolidated level.
+Added: Our CEO uses net loss that is also reported on the consolidated statement of operations as net loss to assess performance and decide how to allocate resources.
+Added: The CEO uses net loss to evaluate the allocation of resources across functions, therapeutic areas, and research and development projects in line with our overarching long-term company-wide strategic goals as well as to monitor budget versus actual results.
+Added: The accounting policies of the Company's single operating segment are the same as those described in the summary of significant accounting policies as described in Note 2.
+Added: The measure of segment assets is reported on the consolidated balance sheet as total consolidated assets.
+Added: In 2024 and 2023, materially all the Company's long-lived assets were held in the United States.
+Added: Expenditures for the addition of long-lived assets are reported on the consolidated statements of cash flows as purchases of property and equipment.
+Added: BIOHAVEN LTD.
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: (Amounts in thousands, except share and per share amounts)
+Added: Segment Information (continued)
+Added: Additional information about segment profit or loss and significant segment expenses is as follows:
+Added: Year Ended December 31,
+Added: 2024 2023 2022
+Added: Direct R&D program expense
+Added: BHV-4157 (Troriluzole) $ 63,983 $ 73,080 $ 58,769
+Added: BHV-2000 (Taldefgrobep Alfa) 59,710 40,870 16,799
+Added: BHV-7000 & BHV-7010 (Kv7) 136,422 47,327 131,956
+Added: BHV-2100 (TRPM3 Antagonist) 29,044 12,865 8,255
+Added: BHV-8000 (TYK2/JAK1) 12,697 39,025 —
+Added: BHV-1300 (IgG Degrader) 30,078 22,239 —
+Added: BHV-1310 (IgG Degrader) 13,341 1,962 —
+Added: BHV-1400 (IgA Degrader) 19,572 1,810 —
+Added: BHV-1600 (β1-AR AAB Degrader) 14,650 254 —
+Added: BHV-1510 (Trop2) 28,540 — —
+Added: BHV-1530 (FGFR3) 14,554 — —
+Added: Other R&D program expense 2,821 5,615 21,207
+Added: Preclinical research programs R&D Expense
+Added: 57,181 35,911 18,116
+Added: R&D personnel expense (excluding share-based compensation) (1)
+Added: 73,644 60,058 53,743
+Added: R&D Share-based compensation expense
+Added: 42,594 15,985 116,379
+Added: R&D Knopp amendment expense
+Added: G&A personnel expense (excluding share-based compensation) (1)
+Added: 24,894 21,087 20,164
+Added: G&A Share-based compensation expense
+Added: 29,369 12,802 77,177
+Added: Other segment items (2)
+Added: 60,167 45,161 45,367
+Added: Non-operating (income) expense
+Added: ( 39,424 ) ( 26,500 ) 1,909
+Added: Provision (benefit) for income taxes
+Added: 735 ( 1,383 ) 438
+Added: Segment net loss
+Added: 846,422 408,168 570,279
+Added: Reconciliation of profit or loss
+Added: Adjustments and reconciling items
+Added: Consolidated net loss
+Added: $ 846,422 $ 408,168 $ 570,279
+Added: (1) Personnel expense includes employee payroll, bonus, and employee benefits for medical care, retirement, insurances and other.
+Added: (2) Other segment items included in Segment net loss include unallocated non-program R&D expense, legal, accounting and other professional service fees, rent and utilities expense, depreciation, and other corporate expenses.
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.