Shareholders' Equity

9 Months Ended

Sep. 30, 2020

Stockholders' Equity Note [Abstract]

Changes in shareholders’ equity for the three and nine months ended September 30, 2020 were as follows:


	Common Shares
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Biohaven Shareholders' Equity (Deficit)		Non-controlling Interests		Total Shareholders' Equity (Deficit)
Balance as of December 31, 2019	52,385,283	$	881,426	$	83,523	$	(972,373)	$	—	$	(7,424)	$	—	$	(7,424)



Issuance of common shares, net of offering costs	5,555,554	282,833		—		—		—		282,833		—		282,833


Issuance of common shares under equity incentive plan	447,111	10,880		(8,273)		—		—		2,607		—		2,607
Non-cash share-based compensation expense	—	—		16,879		—		—		16,879		—		16,879
Net loss	—	—		—		(172,937)		—		(172,937)		—		(172,937)
Balance as of March 31, 2020	58,387,948	$	1,175,139	$	92,129	$	(1,145,310)	$	—	$	121,958	$	—	$	121,958


Issuance of common shares under equity incentive plan	1,137,617	23,866		(12,118)		—		—		11,748		—		11,748
Non-cash share-based compensation expense	—	—		11,762		—		—		11,762		—		11,762
Net loss	—	—		—		(180,934)		—		(180,934)		—		(180,934)
Balance as of June 30, 2020	59,525,565	$	1,199,005	$	91,773	$	(1,326,244)	$	—	$	(35,466)	$	—	$	(35,466)




Issuance of common shares under equity incentive plan	182,215	6,379		(2,919)		—		—		3,460		—		3,460
Non-cash share-based compensation expense	—	—		14,565		—		—		14,565		—		14,565
Net loss	—	—		—		(195,189)		—		(195,189)		(1,439)		(196,628)
Other comprehensive income	—	—		—		—		251		251		—		251
Balance as of September 30, 2020	59,707,780	$	1,205,384	$	103,419	$	(1,521,433)	$	251	$	(212,379)	$	(1,439)	$	(213,818)

Changes in shareholders’ equity for the three and nine months ended September 30, 2019 were as follows:


	Common Shares
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total Shareholders' Equity (Deficit)
Balance as of December 31, 2018	44,197,549	$	554,384	$	40,104	$	(443,568)	$	150,920






Issuance of common shares under equity incentive plan	85,445	1,961		(896)		—		1,065
Non-cash share-based compensation expense	—	—		7,330		—		7,330
Net loss	—	—		—		(62,304)		(62,304)
Balance as of March 31, 2019	44,282,994	$	556,345	$	46,538	$	(505,872)	$	97,011
Issuance of common shares, net of offering costs	6,976,745	281,100		—		—		281,100
Exercise of related party warrants	215,000	7,201		(5,203)		—		1,998
Exercise of stock options	26,875	320		(172)		—		148
Non-cash share-based compensation expense	—	—		17,554		—		17,554
Net loss	—	—		—		(211,070)		(211,070)
Balance as of June 30, 2019	51,501,614	$	844,966	$	58,717	$	(716,942)	$	186,741
Issuance of common shares upon completion of underwriters' exercise of option from follow-on equity offering, net of offering costs	525,000	21,221		—		—		21,221
Issuance of common shares as payment for TDP-43 asset	100,000	5,646		—		—		5,646
Exercise of stock options	91,070	2,756		(1,192)		—		1,564
Share-based compensation expense	—	—		9,971		—		9,971
Net loss	—	—		—		(106,167)		(106,167)
Balance as of September 30, 2019	52,217,684	$	874,589	$	67,496	$	(823,109)	$	118,976

Issuance of Series A Preferred Shares and Employee Share Options by Consolidated Subsidiary

In September 2020, the Company's Asia-Pacific Subsidiary, BioShin Limited, authorized, issued and sold 15,384,613 BioShin Series A Preferred Shares at a price of $3.90 per share for a total of $60,000 to a group of investors led by OrbiMed, with participation from Cormorant Asset Management LLC, HBM Healthcare Investments Ltd, Surveyor Capital (a Citadel Company), and Suvretta Capital Management, LLC (the "BioShin Investors"). The BioShin Series A Preferred Shares contain both a call option by the Company and a put option held by the BioShin Investors. The call and put options have mirroring features that allow for the Company to buy, or the BioShin Investors to sell the preferred shares following a change of control of the Company at the greater of the fair market value of the BioShin preferred shares on execution of the options or a multiple of 2.5x to 3.5x dependent on when the change of control occurs, prior to an initial public offering of BioShin. Due to the contingently redeemable features, the Company has classified the BioShin Series A Preferred Shares in mezzanine equity since the redemption is out of the Company's control. In the event that a change of control becomes probable, the Company will accrete the carrying value of the BioShin Series A Preferred Shares to their redemption value.

In connection with the BioShin Series A Preferred Shares issuance, BioShin Limited executed the 2020 Equity Incentive Plan ("BioShin 2020 Equity Incentive Plan") and granted options under the BioShin 2020 Equity Incentive Plan to certain employees. The compensation expense is measured 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. The Company is accounting for the expense being recognized over the requisite service period as non-controlling interest in shareholder's equity. The Company recognized $1,439 in non-controlling interest relating to the options for the three and nine months ended September 30, 2020.

Issuance of Common Shares for the January 2020 Offering

In January 2020, the Company issued and sold 4,830,917 common shares at a public offering price of $51.75 per share for net proceeds of approximately $245,877 after deducting underwriting discounts and commissions of approximately $3,623 and other offering expenses of approximately $500. In addition, in February 2020, the underwriter of the January follow-on offering

exercised its option to purchase additional shares, and the Company issued and sold 724,637 common shares for net proceeds of approximately $36,956 after deducting underwriting discounts and commissions of approximately $543. Thus, the aggregate net proceeds to the Company from the follow-on offering, after deducting underwriting discounts and commissions and other offering costs, were approximately $282,833.

Exercise of Related Party Warrants

In connection with a guarantee of its obligations under the Credit Agreement, the Company issued warrants, each to purchase 107,500 common shares at an exercise price of $9.2911 per share, to two of its directors. Both warrants were exercised in March 2019, and common shares settled in the second quarter of 2019 (See Note 11).