bhvn-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-41477

Biohaven Ltd.

(Exact name of registrant as specified in its charter)


British Virgin Islands						Not applicable
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

c/o Biohaven Pharmaceuticals, Inc.
215 Church Street, New Haven, Connecticut						06510
(Address of principal executive offices)						(Zip Code)

(203) 404-0410

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares, no par value	BHVN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of April 30, 2026, the registrant had 150,560,990 common shares, without par value per share, outstanding.

Table of Contents


	TABLE OF CONTENTS
		Page
Part I	Financial Information
Item 1:	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4:	Controls and Procedures	40


Part II	Other Information
Item 1:	Legal Proceedings	41
Item 1A:	Risk Factors	41
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 5.	Other Information	41
Item 6:	Exhibits	42
	Signatures	43

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

BIOHAVEN LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except share amounts)


	March 31, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	273,074	$	229,957
Marketable securities	74,743		89,180


Prepaid expenses	34,667		47,022


Other current assets	3,165		2,170
Total current assets	385,649		368,329
Property and equipment, net	15,256		15,964



Intangible assets	18,400		18,400
Goodwill	1,390		1,390

Other non-current assets	45,711		47,364
Total assets	$	466,406	$	451,447
Liabilities and Shareholders' Equity
Current liabilities:

Accounts payable	$	10,422	$	11,643

Accrued expenses and other current liabilities	41,653		104,291







Total current liabilities	52,075		115,934







Non-current operating lease liability	38,363		39,958



Notes payable	241,912		238,900
Other non-current liabilities	4,556		4,583
Total liabilities	336,906		399,375
Commitments and contingencies (Note 12)


Shareholders' (Deficit) Equity:

Preferred shares, no par value; 10,000,000 shares authorized, no shares issued and outstanding as of March 31, 2026 and December 31, 2025	—		—
Common shares, no par value; 200,000,000 shares authorized as of March 31, 2026 and December 31, 2025; 150,506,490 and 132,775,113 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	2,132,908		1,934,276
Additional paid-in capital	203,358		193,984

Accumulated deficit	(2,215,068)		(2,084,536)
Accumulated other comprehensive income	8,302		8,348


Total shareholders' (deficit) equity	129,500		52,072
Total liabilities and shareholders' equity	$	466,406	$	451,447

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BIOHAVEN LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Amounts in thousands, except share and per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2026		2025






Operating expenses:

Research and development	$	103,827	$	187,584
General and administrative	26,601		33,977
Total operating expenses	130,428		221,561
Loss from operations	(130,428)		(221,561)









Other income, net	168		493
Loss before provision for income taxes	(130,260)		(221,068)
Provision for income taxes	272		609
Net loss	$	(130,532)	$	(221,677)




Net loss per share — basic and diluted	$	(0.88)	$	(2.17)
Weighted average common shares outstanding—basic and diluted	147,615,197		101,943,396
Comprehensive loss:
Net loss	$	(130,532)	$	(221,677)
Other comprehensive loss, net of tax	(46)		(6)


Comprehensive loss	$	(130,578)	$	(221,683)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BIOHAVEN LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net loss	$	(130,532)	$	(221,677)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,366		2,246
Non-cash share-based compensation	28,286		53,062

Issuance of common shares as payment under license and other agreements	858		4,844

Change in fair value of forward contract and derivative liabilities	—		3,610

Change in fair value of notes payable	3,012		—
Other non-cash items, net	(837)		(2,844)
Changes in operating assets and liabilities:
Prepaid expenses and other current and non-current assets	12,564		(7,238)
Accounts payable	(1,221)		91
Accrued expenses and other current and non-current liabilities	(64,414)		2,782
Net cash used in operating activities	(149,918)		(165,124)
Cash flows from investing activities:
Proceeds from maturities of marketable securities	35,000		210,000

Purchases of marketable securities	(19,788)		(44,660)
Purchases of property and equipment	—		(461)


Net cash provided by investing activities	15,212		164,879
Cash flows from financing activities:

Proceeds from issuance of common shares	178,884		—


Proceeds from issuance of common shares under 2022 Equity Incentive Plan	132		369
Other financing activities, net	—		—
Net cash provided by financing activities	179,016		369
Effects of exchange rates on cash, cash equivalents, and restricted cash	16		23
Net increase in cash, cash equivalents, and restricted cash	44,326		147
Cash, cash equivalents, and restricted cash at beginning of period	232,779		102,542
Cash, cash equivalents, and restricted cash at end of period	$	277,105	$	102,689

The accompanying notes are an integral part of these condensed consolidated financial statements.

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BIOHAVEN LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

(Unaudited)

1. Nature of the Business and Basis of Presentation

Biohaven Ltd. (“we,” “us," "our," "Biohaven" or the “Company”) was incorporated in Tortola, British Virgin Islands in May 2022. Biohaven is a biopharmaceutical company focused on the discovery, development and commercialization of life-changing treatments in key therapeutic areas, including immunology, obesity, neuroscience, and oncology. The Company is advancing its innovative portfolio of therapeutics, leveraging its proven drug development experience and multiple, proprietary drug development platforms. Biohaven's key clinical and preclinical programs include Kv7 ion channel modulation for epilepsy; Molecular Degrader of Extracellular Proteins (“MoDE”) and Targeted Removal of Aberrant Protein ("TRAP") extracellular protein degradation for immunological diseases; and myostatin-activin pathway targeting agent for neuromuscular and metabolic diseases, including obesity.

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. Product candidates currently under development will require significant additional research and development ("R&D") efforts, including preclinical and clinical testing and regulatory approval, prior to commercialization. These efforts may require additional capital, additional personnel and infrastructure, and further regulatory and other capabilities. Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.

Separation from Biohaven Pharmaceutical Holding Company Ltd.

On October 3, 2022, Biohaven Pharmaceutical Holding Company Ltd. (the “Former Parent”) completed the distribution to holders of its common shares of all of our outstanding common shares and the spin-off of Biohaven from the Former Parent (the “Separation”). As a result of the Separation, Biohaven 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 on October 4, 2022.

Basis of Presentation

The accompanying condensed consolidated financial statements 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 ("SEC"). The accompanying condensed consolidated financial statements include the accounts of Biohaven and our wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Going Concern

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 these condensed consolidated financial statements are issued.

Through May 4, 2026, the Company has funded its operations primarily with funding from the Former Parent, including a cash contribution received at the Separation, proceeds from the sale of its common shares, and proceeds from the sale of senior secured notes under its Note Purchase Agreement (as defined in Note 4 "Fair Value of Financial Assets and Liabilities" and described in Note 6, "Notes Payable"). The Company has incurred recurring losses since its inception and expects to continue to generate operating losses for the foreseeable future.

As of the date of issuance of these condensed 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. 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,

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BIOHAVEN LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

(Unaudited)

1. Nature of the Business and Basis of Presentation (Continued)

including collaborations with other companies or other strategic transactions. However, there can be no assurance that such funding will be available on acceptable terms, in a timely manner, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s shareholders. If the Company is unable to obtain funding, the Company could be forced to delay, reduce or eliminate some or all of its research and development programs, product portfolio expansion or commercialization efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations.

2. Summary of Significant Accounting Policies

Our significant accounting policies are described in Note 2, "Summary of Significant Accounting Policies," to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"). Updates to our accounting policies are discussed below in this Note 2.

Unaudited Interim Condensed Consolidated Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information. The accompanying unaudited condensed consolidated financial statements do not include all of the information and footnotes required by GAAP for complete consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations, and cash flows for all periods presented. The results for the three months ended March 31, 2026 are not necessarily indicative of results to be expected for the year ending December 31, 2026, any other interim periods or any future year or period. The financial information included herein should be read in conjunction with the financial statements and notes in the Company's 2025 Form 10-K.

Use of Estimates

The preparation of condensed 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 condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, the accrual for research and development expenses, valuation of forward contract and derivative liability, and valuation of notes payable. 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. Estimates are periodically reviewed in light of changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Restricted Cash

Restricted cash included in other current assets in the condensed consolidated balance sheets 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 9, "Non-Cash Share-Based Compensation," of the 2025 Form 10-K for additional information on the Company's employee share purchase plan.

Restricted cash included in other non-current assets in the condensed 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 12, ‘‘Commitments and Contingencies,’’ of the 2025 Form 10-K for additional information on the real estate leases.

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BIOHAVEN LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

(Unaudited)

2. Summary of Significant Accounting Policies (Continued)

The following represents a reconciliation of cash and cash equivalents in the condensed consolidated balance sheets to total cash, cash equivalents and restricted cash as of March 31, 2026 and March 31, 2025, respectively, in the condensed consolidated statements of cash flows:


	As of March 31, 2026		As of March 31, 2025
Cash and cash equivalents	$	273,074	$	98,417

Restricted cash (included in other current assets)	1,730		1,105
Restricted cash (included in other non-current assets)	2,301		3,167
Total cash, cash equivalents and restricted cash at the end of the period in the condensed consolidated statement of cash flows	$	277,105	$	102,689

Recently Issued Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update ("ASU") No. 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. 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. The Company is currently evaluating the impact ASU 2024-03 will have on its consolidated financial statements.

3. Marketable Securities

The amortized cost, gross unrealized holding gains, gross unrealized holding losses and fair value of debt securities available-for-sale by type of security at March 31, 2026 and December 31, 2025 were as follows:


	Amortized Cost		Allowance for Credit Losses		Net Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
March 31, 2026
Debt securities



U.S. treasury bills	$	150,525	$	—	$	150,525	$	2	$	(3)	$	150,524
U.S. treasury bonds	—		—		—		—		—		—

Total	$	150,525	$	—	$	150,525	$	2	$	(3)	$	150,524

December 31, 2025
Debt securities



U.S. treasury bills	114,109		—		114,109		61		—		114,170


Total	$	114,109	$	—	$	114,109	$	61	$	—	$	114,170

The fair values of debt securities available-for-sale by classification in the condensed consolidated balance sheets were as follows:


	March 31, 2026		December 31, 2025
Cash and cash equivalents	$	75,781	$	24,990
Marketable securities	74,743		89,180
Total	$	150,524	$	114,170

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BIOHAVEN LTD.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except share and per share amounts)

(Unaudited)

3. Marketable Securities (Continued)

The net amortized cost and fair value of debt securities available-for-sale at March 31, 2026 and December 31, 2025 are shown below by contractual maturity. Actual maturities may differ from contractual maturities because securities may be restructured, called or prepaid, or if the Company intends to sell a security prior to maturity.


	March 31, 2026				December 31, 2025
	Net Amortized Cost		Fair Value		Net Amortized Cost		Fair Value
Due to mature:
Less than one year	$	150,525	$	150,524	$	114,109	$	114,170

The Company did not have any investments in an unrealized loss position as of December 31, 2025. Summarized below are the debt securities available-for-sale the Company held at March 31, 2026 that were in an unrealized loss position, aggregated by the length of time the investments have been in that position:


	Less than 12 months
	Number of Securities	Fair Value		Unrealized Losses
March 31, 2026
Debt securities


U.S. treasury bills	8	$	85,644	$	(2)

SEC Form 10-Q filed by Biohaven Ltd.