v3.26.1
Shareholders' Equity
 6 Months Ended
Jun. 30, 2026
Stockholders' Equity Note [Abstract]  
Shareholders' Equity Shareholders' Equity
Changes in shareholders’ equity for the three and six months ended June 30, 2026 and 2025 were as follows:
Common Shares
SharesAmountAdditional Paid-in CapitalAccumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Total Shareholders' Equity (Deficit)
Balances as of December 31, 2025132,775,113 $1,934,276 $193,984 $(2,084,536)$8,348 $52,072 
Net loss— — — (130,532)— (130,532)
Issuance of common shares, net of offering costs17,164,940 178,884 — — — 178,884 
Issuance of common shares as payment under license and other agreements76,383 858 — — — 858 
Issuance of common shares under 2022 Equity Incentive Plan490,054 18,890 (18,912)— — (22)
Non-cash share-based compensation expense— — 28,286 — — 28,286 
Other comprehensive loss— — — — (46)(46)
Balances as of March 31, 2026150,506,490 $2,132,908 $203,358 $(2,215,068)$8,302 $129,500 
Net loss— — — (137,311)— (137,311)
Issuance of common shares under 2022 Equity Incentive Plan and 2022 Employee Share Purchase Plan511,041 5,953 (2,157)— — 3,796 
Non-cash share-based compensation expense— — 19,164 — — 19,164 
Other comprehensive loss— — — — (2,927)(2,927)
Balances as of June 30, 2026151,017,531 $2,138,861 $220,365 $(2,352,379)$5,375 $12,222 
Common Shares
SharesAmountAdditional Paid-in CapitalAccumulated Deficit
Accumulated Other Comprehensive Income (Loss)
Total Shareholders' Equity
Balances as of December 31, 2024101,221,989 $1,656,702 $112,369 $(1,345,714)$79 $423,436 
Net loss— — — (221,677)— (221,677)
Issuance of common shares as payment under license and other agreements354,819 13,398 (8,554)— — 4,844 
Issuance of common shares under 2022 Equity Incentive Plan
527,216 19,246 (19,410)— — (164)
Non-cash share-based compensation expense— — 53,062 — — 53,062 
Other comprehensive loss— — — — (6)(6)
Balances as of March 31, 2025102,104,024 $1,689,346 $137,467 $(1,567,391)$73 $259,495 
Net loss— — — (198,147)— (198,147)
Issuance of common shares as payment under license and other agreements
3,588,688 51,426 — — — 51,426 
Issuance of common shares under 2022 Equity Incentive Plan and 2022 Employee Share Purchase Plan89,735 2,337 (1,260)— — 1,077 
Non-cash share-based compensation expense— — 20,812 — — 20,812 
Other comprehensive loss— — — — (76)(76)
Balances as of June 30, 2025105,782,447 $1,743,109 $157,019 $(1,765,538)$(3)$134,587 
Equity Distribution Agreement
In October 2023, the Company entered into an equity distribution agreement (the "Equity Distribution Agreement") contemplating the offer and sale of common shares having an aggregate offering price of up to $150,000 from time to time through or to the sales agent, acting as its agent or principal. 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.
In August 2024, the Company entered into an amendment to the Equity Distribution Agreement contemplating the offer and sale of 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. Sales of the Company's common shares, if any, will be made in sales deemed to be “at-the-market offerings”. The net proceeds from any at-the-market offerings of Company common shares are to be used for general corporate purposes.
In May 2026, the Company entered into a second amendment to the Equity Distribution Agreement contemplating the offer and sale of common shares having an aggregate offering price of up to $682,000 from time to time through or to the sales agent, acting as its agent or principal. Sales of the Company's common shares, if any, will be made in sales deemed to be “at-the-market offerings”. The net proceeds from any at-the-market offerings of Company common shares are to be used for general corporate purposes.
During 2026, the Company sold and issued 17,164,940 common shares under the Equity Distribution Agreement, as amended, for net proceeds of approximately $178,884, all in the first quarter of 2026. In total, as of June 30, 2026, the Company has sold and issued 21,413,528 common shares under the Equity Distribution Agreement, as amended, for net proceeds of approximately $325,134. As of June 30, 2026, additional common shares having an aggregate offering price of up to approximately $350,000 remain available to be issued.
Maskbegone Agreement
In January 2026, the Company and Maskbegone LLC ("Maskbegone") entered into a development and license agreement (the "Maskbegone Agreement"), pursuant to which Biohaven obtained the exclusive rights to develop and commercialize certain products developed under the Maskbegone Agreement related to the use of oxytocin and
derivatives of oxytocin in the treatment of tinnitus. As consideration under the Maskbegone Agreement, the Company paid an upfront payment of 76,383 common shares valued at approximately $858, which were issued and recognized in R&D expense during the first quarter of 2026.
Maskbegone is eligible to receive up to 381,912 additional common shares of the Company under the Maskbegone Agreement which are contingent on the achievement of certain success-based developmental and regulatory milestones. The Company has not recorded these potential contingent consideration payments as liabilities in the accompanying condensed consolidated balance sheet as none of the future events which would trigger a milestone payment were considered probable of occurring at June 30, 2026.
Knopp Amendment
In May 2024, the Company entered into an amendment to the Purchase Agreement (as defined in Note 11, "License, Acquisitions and Other Agreements") (the "Knopp Amendment") under which the parties thereto agreed to revise the success-based payment and royalty payment obligations under the Knopp Agreement. In June 2025, as partial share consideration, the Company issued 3,588,688 Company common shares to Knopp, valued at approximately $51,426.
Merus Agreement
In January 2025, the Company entered into a research, co-development and collaboration agreement (the "Merus Agreement") with Merus N.V. ("Merus") to co-develop three novel dual-targeting antibody drug conjugates ("ADCs"), leveraging Merus’ Biclonics® technology platform, and Biohaven's next-generation ADC conjugation and payload platform technologies. As consideration under the Merus Agreement, the Company paid an upfront payment of 132,700 common shares valued at approximately $4,844 as of the effective date, which were issued in February 2025. The upfront payment was recognized as R&D expense in the first quarter of 2025. In January 2026, the Company received notice from Merus that the development programs for the three ADCs were being terminated subsequent to the acquisition of Merus by Genmab A/S.
FGFR3 Agreement
In December 2024, the Company, GeneQuantum Healthcare (Suzhou) Co. Ltd. ("GeneQuantum") and Aimed Bio, Inc. ("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. As consideration under the FGFR3 Agreement, the Company paid an upfront payment of 222,119 common shares valued at approximately $8,554 as of the effective date, which was recognized as R&D expense in the fourth quarter of 2024 and the obligation to issue common shares was recorded to additional paid in capital on the condensed consolidated balance sheet. The shares were issued in January 2025.