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As filed with the U.S. Securities and Exchange Commission on October 20, 2022
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIOHAVEN LTD.
(Exact name of registrant as specified in its charter)
British Virgin Islands | 2834 | Not Applicable | ||||||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
c/o Biohaven Pharmaceuticals, Inc.
215 Church Street
New Haven, Connecticut 06510
(203) 404-0410
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Vlad Coric, M.D.
Chief Executive Officer
Biohaven Ltd.
215 Church Street
New Haven, Connecticut 06510
(203) 404-0410
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of Communications to:
Robert W. Downes Sullivan & Cromwell LLP 125 Broad Street New York, NY 10004 (212) 558-4000 |
William Michener Ropes & Gray LLP Prudential Tower 800 Boylston Street Boston, MA 02199 (617) 951-7000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. |
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☒ |
||||||||
Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine. |
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 20, 2022
BIOHAVEN LTD.
(a British Virgin Islands business company)
20,000,000 Shares
Common Shares
Biohaven Ltd. is selling 20,000,000 of its common shares in this offering.
Our shares trade on The New York Stock Exchange under the symbol “BHVN.” On October 19, 2022, the last sale price of the shares as reported on the New York Stock Exchange was $12.40 per share.
Per Share | Total | ||||||||||
Public offering price |
$ | $ | |||||||||
Underwriting discounts and commissions(1) |
$ | $ | |||||||||
Proceeds before expenses |
$ | $ |
___________
(1) We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting.”
The underwriters may also exercise their option to purchase up to an additional 3,000,000 common shares from us, at the public offering price, less the underwriting discount, for 30 days after the date of this prospectus.
Vlad Coric, our Chief Executive Officer, Matthew Buten, our Chief Financial Officer, and certain of our directors and their affiliated funds have indicated an interest in purchasing approximately $100 million, in the aggregate, of our common shares in this offering at the public offering price. Dr. Coric and Mr. Buten have indicated an interest in purchasing approximately $10 million and $1 million of those common shares, respectively. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell more, fewer or no shares to each of Dr. Coric, Mr. Buten or our directors and their affiliated funds, and any of such persons or their affiliated funds could determine to purchase more, fewer or no shares in this offering.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The common shares will be ready for delivery on or about , 2022.
J.P. Morgan
The date of this prospectus is , 2022.
TABLE OF CONTENTS
The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, governmental publications, reports by market research firms or other independent sources. Some data are also based on our good faith estimates.
We have not authorized, and the underwriters have not authorized, anyone to provide you with information other than the information contained in this prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. The information contained in this prospectus is accurate only as of the date hereof, regardless of the time of delivery of this prospectus or of any sale of our common shares. It is important for you to read and consider all information contained in this prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where You Can Find Additional Information” in this prospectus.
We are offering to sell, and seeking offers to buy, our common shares only in jurisdictions where offers and sales are permitted. The distribution of this prospectus and the offering of the common shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, this offering of the common shares and the distribution of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
PROSPECTUS SUMMARY
This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our common shares. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our combined financial statements and the related notes included elsewhere in this prospectus, before making an investment decision.
Unless expressly indicated or the context requires otherwise, the terms “Biohaven,” “Company,” “we,” “us,” and “our” in this prospectus refer to Biohaven Ltd., a business company limited by shares incorporated under the laws of the British Virgin Islands (“BVI”), and its subsidiaries, including as a business of Biohaven Pharmaceutical Holding Company Ltd. (the “Former Parent”) to the extent the context requires. All references to “Pfizer” refer to Pfizer Inc., a Delaware corporation.
Spin-Off from Biohaven Pharmaceutical Holding Company Ltd.
Biohaven Ltd. was incorporated on May 2, 2022 as a direct, wholly owned subsidiary of the Former Parent. 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 the Company and the spin-off of Biohaven from the Former Parent (the “Spin-Off”) was completed. Immediately following the Spin-Off, the Former Parent and Pfizer Inc. (“Pfizer”) consummated the transactions contemplated by the Agreement and Plan of Merger, dated as of May 9, 2022 (the “Merger Agreement”), by and among the Former Parent, Pfizer and a wholly owned subsidiary of Pfizer,…
Read More: Form S-1/A Biohaven Ltd.