Shareholders' Deficit

6 Months Ended

Jun. 30, 2022

Stockholders' Equity Note [Abstract]

Shareholders' Equity (Deficit)

Shareholders' Deficit

Changes in shareholders’ deficit for the three and six months ended June 30, 2022 were as follows:

	Common Shares
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Biohaven Shareholders' Equity (Deficit)		Non-controlling Interests		Total Shareholders' Equity (Deficit)
Balances as of December 31, 2021	66,933,531	$	1,676,792	$	169,656	$	(2,585,755)	$	(73)	$	(739,380)	$	(3,629)	$	(743,009)
Repurchase of preferred shares in consolidated subsidiary	1,232,629	152,673		(92,673)						60,000				60,000
Issuance of common shares as payment for agreements	2,037,921	253,779								253,779				253,779
Issuance of common shares under equity incentive plan	336,721	29,442		(30,193)						(751)				(751)
Non-cash share-based compensation expense				82,790						82,790				82,790
Net loss						(116,399)				(116,399)		(498)		(116,897)
Other comprehensive loss								(2,325)		(2,325)				(2,325)
Balances as of March 31, 2022	70,540,802	$	2,112,686	$	129,580	$	(2,702,154)	$	(2,398)	$	(462,286)	$	(4,127)	$	(466,413)
Issuance of common shares as payment for acquisition	493,254	58,747		—		—		—		58,747		—		58,747
Issuance of common shares under equity incentive plan and employee share purchase plan	77,015	9,965		(2,826)		—		—		7,139		—		7,139
Non-cash share-based compensation expense	—	—		40,267		—		—		40,267		—		40,267
Net loss	—	—		—		(441,387)		—		(441,387)		(498)		(441,885)
Other comprehensive loss	—	—		—		—		(3,413)		(3,413)		—		(3,413)
Balances as of June 30, 2022	71,111,071	$	2,181,398	$	167,021	$	(3,143,541)	$	(5,811)	$	(800,933)	$	(4,625)	$	(805,558)

Changes in shareholders’ equity (deficit) for the three and six months ended June 30, 2021 were as follows:

	Common Shares
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Biohaven Shareholders' Equity (Deficit)		Non-controlling Interests		Total Shareholders' Equity (Deficit)
Balance as of December 31, 2020	60,436,876	$	1,249,547	$	98,938	$	(1,739,169)	$	314	$	(390,370)	$	(1,819)	$	(392,189)
Issuance of common shares, net of offering costs	4,037,204	308,243		—		—		—		308,243		—		308,243
Issuance of common shares as part of acquisition	115,836	10,673		—		—		—		10,673		—		10,673
Issuance of common shares as payment for license agreements	110,998	10,243		—		—		—		10,243		—		10,243
Issuance of common shares under equity incentive plan	365,554	25,315		(23,933)		—		—		1,382		—		1,382
Non-cash share-based compensation expense	—	—		48,726		—		—		48,726		—		48,726
Net loss	—	—		—		(264,968)		—		(264,968)		(360)		(265,328)
Other comprehensive income	—	—		—		—		95		95		—		95
Balance as of March 31, 2021	65,066,468	$	1,604,021	$	123,731	$	(2,004,137)	$	409	$	(275,976)	$	(2,179)	$	(278,155)
Issuance of common shares under equity incentive plan	173,990	14,173		(6,912)		—		—		7,261		—		7,261
Non-cash share-based compensation expense	—	—		25,586		—		—		25,586		—		25,586
Net loss	—	—		—		(210,619)		—		(210,619)		(540)		(211,159)
Other comprehensive loss	—	—		—		—		(129)		(129)		—		(129)
Balance as of June 30, 2021	65,240,458	$	1,618,194	$	142,405	$	(2,214,756)	$	280	$	(453,877)	$	(2,719)	$	(456,596)

Issuance of Common Shares for Kv7 Platform Acquisition

On April 1, 2022, the Company closed the previously announced 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 “Transaction”), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), dated February 24, 2022.

In consideration for the Transaction, on April 4, 2022, Biohaven made an upfront payment comprised of $35,000 in cash and 493,254 common shares of the Company, valued at approximately $58,747, (“Biohaven Shares”) issued through a private placement.

Issuance of Common Shares for Pfizer Collaboration Agreement

In November 2021, the Company and Pfizer Inc. entered into a Subscription Agreement (the “Subscription Agreement”). In January 2022, upon expiration of the applicable waiting period under the

Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Company closed the sale of 2,022,581 of its common shares to Pfizer Inc. for $350,000 (the “Share Purchase”), pursuant to the terms of the Subscription Agreement. The estimated fair market value of the shares issued to Pfizer was approximately $252,000, adjusted by a discount for lack of marketability due to certain holding period restrictions, which was valued using an option pricing model (see Note 13).

Issuance of Common Shares for KU Leuven Agreement

In January 2022, Biohaven 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. As consideration, KU Leuven received an upfront cash payment of $3,000 and 15,340 shares valued at $1,779 which were both recorded as research and development expense on the Company’s condensed consolidated statements of operations.

Issuance of Common Shares for the March 2021 Offering

In March 2021, the Company issued and sold 2,686,409 common shares at a public offering price of $76.00 per share for net proceeds of approximately $199,500 after deducting underwriting discounts and commissions of approximately $4,167 and other offering expenses of approximately $500. In addition, in March 2021, the underwriter of the March follow-on offering exercised its option to purchase additional shares, and the Company issued and sold 402,961 common shares for net proceeds of approximately $30,000 after deducting underwriting discounts and commissions of approximately $625. 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 $229,500.

Issuance of Common Shares for Acquisition of Kleo Pharmaceuticals, Inc.

On January 4, 2021, the Company acquired Kleo Pharmaceuticals, Inc. In the merger, each share of Kleo common stock issued and outstanding immediately prior to the effective time of the merger was converted into the right to receive approximately 0.007 of a common share of the Company, rounded up to the nearest whole share. Prior to the consummation of the merger, the Company owned approximately 41.9% of the outstanding shares of Kleo through its subsidiary Therapeutics, resulting in 115,836 common shares of the Company being issued to Kleo stockholders in the merger.

Issuance of Common Shares for Yale MoDE Agreement

On January 1, 2021, the Company entered into a worldwide, exclusive license agreement for the development and commercialization of a novel Molecular Degrader of Extracellular Protein (MoDEs) platform based on ground-breaking research conducted in the laboratory of Professor David Spiegel at Yale University. Under the agreement, the Company paid Yale University an upfront cash payment of $1,000 and 11,668 shares valued at $1,000, both of which were included in research and development expense in the condensed consolidated statements of operations and comprehensive loss.

Issuance of Common Shares for Consulting Agreement with Moda Pharmaceuticals LLC

On January 1, 2021, the Company entered into a consulting services agreement with Moda

Pharmaceuticals LLC to further the scientific and commercial advancement of technology, drug discovery platforms, product candidates and related intellectual property owned or controlled by the Company (Note 13). Under the agreement, the Company paid Moda Pharmaceuticals LLC an upfront cash payment of $2,700 and 37,836 shares valued at $3,243, both of which were included in research and development expense in the condensed consolidated statements of operations and comprehensive loss.

Issuance of Common Shares for Equity Distribution Agreement

In December 2020, the Company entered into the Equity Distribution Agreement. In accordance with the terms of the Equity Distribution Agreement, we may offer and sell common shares having an aggregate offering price of up to $400,000 from time to time through or to the sales agents, acting as our agents or principals. Sales of our common shares, if any, will be made in sales deemed to be “at the market offerings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, in ordinary brokers’ transactions, to or through a market maker, on or through the New York Stock Exchange or any other market venue where the securities may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any such methods of sale. The sales agents may also sell our common shares by any other method permitted by law. The sales agents are not required to sell any specific amount of securities but will act as our sales agents using commercially reasonable efforts consistent with their normal trading and sales practices, on mutually agreed terms between the sales agents and us. The Company issued and sold no shares in the three and six months ended June 30, 2022. The Company issued and sold no shares in the three months ended June 30, 2021, and 939,328 common shares for net proceeds of approximately $78,743 during the six months ended June 30, 2021.

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

contained both a call option by the Company and a put option held by the BioShin Investors. Due to the contingently redeemable features, the Company had classified the BioShin Series A Preferred Shares in mezzanine equity since the redemption was out of the Company's control.

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 $498 and $996 in non-controlling interest relating to the options for the three and six months ended June 30, 2022, respectively. The Company recognized $540 and $900 in non-controlling interest relating to the options for the three and six months ended June 30, 2021, respectively.

In November 2021, the Company, Biohaven Therapeutics Ltd. Atlas Merger Sub ("Merger Sub") and BioShin entered into an Agreement and Plan of Merger (the "Bioshin Merger Agreement"). The Bioshin Merger Agreement provided for the merger of the Merger Sub with and into BioShin, with BioShin surviving the merger as a wholly owned indirect subsidiary of the Company, in accordance with Section 233 of the Cayman Islands Companies Act. As a result of the satisfaction of the closing conditions described in the Biohsin Merger Agreement, on January 6, 2022, each Series A convertible preferred share of BioShin, no par value, other than Excluded Shares (as defined in the Bioshin Merger Agreement) was converted into the right to receive 0.080121 of a common share of the Company and was removed from mezzanine equity. The convertible Series A preferred shares of BioShin converted into 1,232,629 shares of the Company.