Biohaven Ltd美股招股说明书(2026-05-04版)

Up to $350,000,000 Common Shares We, Biohaven Ltd., have entered into an amendment, dated May 4, 2026, to the existing equity distribution agreement, dated as ofOctober 2, 2023, as amended by amendment no. 1, dated as of August 16, 2024 (as amended, the “equity distribution agreement”),with J.P. Morgan Securities LLC, as our sales agent, relating to common shares offered by this prospectus supplement. We previouslyfiled a prospectus supplement, dated August16,2024 (the “prior prospectus supplement”), for the offer and sale of up to $300.0million common shares pursuant to the equity distribution agreement under the shelf registration statement on Form S-3ASR(Registration Statement No. 333-274822). As of the date of this prospectus supplement, we have offered and sold common shareshaving an aggregate offering price of approximately $181.3 million pursuant to the equity distribution agreement and the priorprospectus supplement. The common shares having an aggregate offering price of up to approximately $118.7 million that remainunsold under the prior prospectus supplement as of the date of this prospectus supplement will no longer be offered or sold under theprior prospectus supplement but will instead be offered and sold under this prospectus supplement and the accompanying prospectus.In accordance with the terms of the equity distribution agreement, under this prospectus supplement, we may offer and sell commonshares having an aggregate offering price of up to $350.0 million from time to time through or to the sales agent, acting as our agent orprincipal. Our common shares are listed on the New York Stock Exchange under the symbol “BHVN”. The last reported sale price of ourcommon shares on May 1, 2026 was $9.63 per common share. Sales of our common shares, if any, under this prospectus supplement 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 (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 thesecurities may be traded, in the over-the-counter market, in privately negotiated transactions, or through a combination of any suchmethods of sale. The sales agent may also sell our common shares by any other method permitted by law. The sales agent is notrequired to sell any specific amount of securities but will act as our sales agent using commercially reasonable efforts consistent withits normal trading and sales practices, on mutually agreed terms between the sales agent and us. There is no arrangement for funds tobe received in any escrow, trust, or similar arrangement. Under the equity distribution agreement, we may also sell common shares to the sales agent as principal for their own accounts, ata price to be agreed upon at the time of sale. If we sell common shares to the sales agent as principal, we will enter into a separateterms agreement with the sales agent, and we will describe the agreement in a separate prospectus supplement or pricing supplement. The compensation to the sales agent for sales of common shares sold pursuant to the equity distribution agreement will be up to3.00% of the gross proceeds of any common shares sold under the equity distribution agreement. In connection with the sale of thecommon shares on our behalf, the sales agent will be deemed to be an “underwriter” within the meaning of the Securities Act, and thecompensation of the sales agent will be deemed to be underwriting commissions or discounts. We have also agreed to provideindemnification and contribution to the sales agent with respect to certain liabilities, including liabilities under the Securities Act or theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). Investing in our common shares involves a high degree of risk. See “Risk Factors” on pageS-7of this prospectus supplement andin the documents incorporated by reference into this prospectus supplement and the accompanying prospectus before investing in ourcommon shares. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. J.P. Morgan May 4, 2026 TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONVALIDITY OF COMMON SHARESEXPERTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCE Prospectus ABOUT THIS PROSPECTUSSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND ADDITIONAL INFORMATIONINCORPORATION OF CERTAIN INFORMATION BY REFERENCERISK FACTORST