0001935979-22-000011 | 10-Q | XBRL Viewer

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Commitments and Contingencies - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Leases, Other Information
Right-of-use assets obtained in exchange for new operating lease liabilities	$ 2,633	$ 0

Commitments and Contingencies - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Oct. 19, 2022	Sep. 30, 2022	Dec. 31, 2021
Operating leases
2022		$ 378
2023		1,526
2024		1,476
2025		1,132
2026		1,147
Thereafter		669
Total lease payments		6,328
Less: imputed interest		(1,124)
Total lease liabilities		$ 5,204	$ 3,236
Subsequent event
Operating leases
2022	$ 401
2023	3,403
2024	3,505
2025	3,610
2026	3,718
Thereafter	24,393
Total lease payments	$ 39,030

Related Party Transactions - Net Transfers from Parent (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Cash Flows							$ 237,417	$ 390,437
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity	$ 144,071	$ 182,186	$ 108,440	$ 333,743	$ 39,682	$ 93,214
Former Parent
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Cash Flows							237,417	390,437
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity							434,697	466,639
Former Parent \| General financing activities
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Cash Flows							187,519	365,360
Former Parent \| Corporate cost allocations, excluding share-based compensation
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Cash Flows							49,898	25,077
Former Parent \| Share-based compensation
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity							77,927	52,671
Former Parent \| Issuance of Former Parent common shares to repurchase non-controlling interest in a subsidiary
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity							60,000	0
Former Parent \| Issuance of Former Parent common shares as payment for IPR&D asset acquisition
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity							58,747	0
Former Parent \| Issuance of Former Parent common shares as payment for business acquisition
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity							0	10,673
Former Parent \| Issuance of Former Parent common shares as payment for Artizan investment
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity							0	6,000
Former Parent \| Issuance of Former Parent common shares as payment for license and consulting agreements
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity							1,779	7,929
Former Parent \| Other non-cash adjustments
Related Party Transactions
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity							$ (1,173)	$ (1,071)

Commitments and Contingencies - Narrative (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Oct. 19, 2022 ft²	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021	Aug. 31, 2020 USD ($)
Liability For Sale of Future Royalties [Line Items]
Weighted average remaining lease term (in years)		4 years 5 months 4 days		4 years 5 months 4 days		5 years 9 months
Operating lease costs		$ 159	$ 55	$ 379	$ 208
Subsequent event
Liability For Sale of Future Royalties [Line Items]
Leased area (in sq ft) \| ft²	27,000
Lease agreement, term (in months)	120 months
Extension term (in months)	180 months
Research and Development Arrangement
Liability For Sale of Future Royalties [Line Items]
Research commitments				$ 19,750
Research commitment period				5 years
Sixth Street Financing Agreement \| Senior secured debt
Liability For Sale of Future Royalties [Line Items]
Principal amount							$ 750

Related Party Transactions - Related Party Expenses (Details) - Cost Allocations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transactions
Related party expense	$ 32,724	$ 24,296	$ 127,825	$ 77,748
Research and development expenses
Related Party Transactions
Related party expense	23,048	17,396	84,772	52,070
Selling, general and administrative expenses
Related Party Transactions
Related party expense	$ 9,676	$ 6,900	$ 43,053	$ 25,678

Balance Sheet Components - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Accrued Expense and Other Current Liabilities
Accrued employee compensation and benefits	$ 7,538	$ 9,538
Accrued clinical trial costs	10,871	24,051
Other accrued expenses and other current liabilities	5,295	3,571
Accrued expenses and other current liabilities	$ 23,704	$ 37,160

License Agreements - KU Leuven (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
License Agreements - KU Leuven (Details) - USD ($)	Jan. 31, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
License and other agreements
Research and development		$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
KU Leuven Agreement
License and other agreements
Research and development		$ 0	$ 0	$ 0	$ 0
KU Leuven \| KU Leuven Agreement
License and other agreements
Development, regulatory and commercialization milestone payments	$ 327,750,000
KU Leuven \| License agreement \| KU Leuven Agreement
License and other agreements
Payment for license agreement	$ 3,000,000
Issuance of common shares as payment for assets (in shares)	15,340
Issuance of common shares as payment for assets	$ 1,779,000

CONDENSED COMBINED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Operating expenses:
Research and development	$ 52,845	$ 46,973	$ 300,028	$ 139,668
General and administrative	14,792	8,519	54,492	28,349
Total operating expenses	67,637	55,492	354,520	168,017
Loss from operations	(67,637)	(55,492)	(354,520)	(168,017)
Other income (expense):
Gain from equity method investment	0	0	0	5,261
Other expense, net	0	(5)	(71)	(245)
Total other (expense) income, net	0	(5)	(71)	5,016
Loss before provision (benefit) for income taxes	(67,637)	(55,497)	(354,591)	(163,001)
Provision (benefit) for income taxes	1,216	(1,132)	14,581	(1,091)
Net loss and comprehensive loss attributable to common shareholders of Biohaven Ltd.	(68,853)	(54,365)	(369,172)	(161,910)
Net loss and comprehensive loss attributable to common shareholders of Biohaven Ltd.	$ (68,853)	$ (54,365)	$ (369,172)	$ (161,910)
Net loss per share attributable to common shareholders of Biohaven Ltd. — diluted (in dollars per share)	$ (1.75)	$ (1.38)	$ (9.38)	$ (4.11)
Net loss per share attributable to common shareholders of Biohaven Ltd. — basic (in dollars per share)	$ (1.75)	$ (1.38)	$ (9.38)	$ (4.11)
Common shares outstanding—basic (shares)	39,368,042	39,368,042	39,368,042	39,368,042
Common shares outstanding—diluted (shares)	39,368,042	39,368,042	39,368,042	39,368,042

Related Party Disclosures (Tables)

9 Months Ended

Sep. 30, 2022

Schedule of related party transactions

These allocations to the Company are reflected in the condensed combined statement of operations and comprehensive loss as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	23,048	$	17,396	$	84,772	$	52,070
General and administrative	9,676		6,900		43,053		25,678
Total	$	32,724	$	24,296	$	127,825	$	77,748

Net transfers from Former Parent represent the net effect of transactions between the Company and the Former Parent. The components of net transfers from Former Parent are as follows:


	Nine Months Ended September 30,
		2022		2021
General financing activities		$	187,519	$	365,360
Corporate cost allocations, excluding share-based compensation		49,898		25,077
Net transfers from Former Parent as reflected in the Combined Statement of Cash Flows		237,417		390,437
Share-based compensation		77,927		52,671
Issuance of Former Parent common shares to repurchase non-controlling interest in a subsidiary		60,000		—
Issuance of Former Parent common shares as payment for IPR&D asset acquisition		58,747		—
Issuance of Former Parent common shares as payment for business acquisition		—		10,673
Issuance of Former Parent common shares as payment for Artizan investment		—		6,000
Issuance of Former Parent common shares as payment for license and consulting agreements		1,779		7,929
Other non-cash adjustments		(1,173)		(1,071)
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity		$	434,697	$	466,639

License Agreements - Moda Pharmaceuticals LLC (Details) - USD ($)		3 Months Ended		9 Months Ended
	Jan. 01, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
License and other agreements
Research and development		$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
Moda Pharmaceuticals LLC
License and other agreements
Research and development		$ 0	$ 0	$ 0	$ 0
Moda Pharmaceuticals LLC \| Moda Agreement
License and other agreements
Eligible development milestone payments	$ 81,612,000
Eligible commercial milestone payments	$ 30,171,000
Initial term of agreement (in years)	4 years
Moda Pharmaceuticals LLC \| Moda Agreement \| License agreement
License and other agreements
Payment for license agreement	$ 2,700,000
Issuance of common shares as payment for assets (in shares)	37,836
Issuance of common shares as payment for assets	$ 3,243,000

License Agreements - Yale University Agreement (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Jan. 31, 2021	May 31, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
License and other agreements
Research and development			$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
Yale University \| Yale Arrangement
License and other agreements
Milestone payment to be paid upon regulatory achievement		$ 2,000,000
Minimum annual royalty payment to be paid upon sale of product		$ 1,000,000
Research and development			0	0	0	0
Yale University \| Yale MoDE Agreement
License and other agreements
Minimum annual royalty payment to be paid upon sale of product	$ 1,000,000
Eligible development milestone payments	800,000
Eligible commercial milestone payments	$ 2,950,000
Initial term of agreement (in years)	20 years
Amount of funding	$ 4,000,000
Research and development			$ 333,000	$ 0	$ 2,333,000	$ 150,000
Yale University \| Yale MoDE Agreement \| License agreement
License and other agreements
Payment for license agreement	$ 1,000,000
Issuance of common shares as payment for assets (in shares)	11,668
Issuance of common shares as payment for assets	$ 1,000,000

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2022
Accounting Policies [Abstract]
Unaudited Interim Condensed Combined Financial Information	Unaudited Interim Condensed Combined Financial Information The accompanying unaudited condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. The accompanying unaudited condensed combined financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete combined financial statements. The accompanying year-end condensed combined balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited interim condensed combined financial statements have been prepared on the same basis as the audited annual combined 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 as of September 30, 2022 and the results of its operations for the three and nine months ended September 30, 2022 and 2021 and its cash flows for the nine months ended September 30, 2022 and 2021. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods or any future year or period. The financial information included herein should be read in conjunction with the combined financial statements for the year ended December 31, 2021 included in Exhibit 99.1 to the Form 10.
Use of Estimates	Use of Estimates The preparation of condensed combined 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 combined financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed combined financial statements include, but are not limited to, the valuation of intangible assets, determining the allocations of costs and expenses from the Former Parent and the accrual for research and development expenses. 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.
Acquired In-Process Research and Development	Acquired In-Process Research and Development In-process research and development ("IPR&D") that the Company acquires in conjunction with the acquisition of a business represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the asset is classified as a definite-lived intangible and the Company will make a determination as to the then-useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company evaluates IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by performing a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. If we acquire an asset or group of assets that do not meet the definition of a business under applicable accounting standards, the acquired IPR&D is expensed on its acquisition date, unless it has an alternative future use. Future costs to develop these assets are recorded to research and development expense as they are incurred.
Net Loss Per Share	Net Loss Per Share Net loss per share was calculated based on the 39,368,042 shares of the Company's common stock distributed to the Former Parent's shareholders at the time of the Distribution, including common shares issued in connection with Former Parent stock options that were exercised on October 3, 2022 and common shares issued in connection with Former Parent restricted stock units that vested on October 3, 2022. The same number of shares is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Spin-Off.
Recently Adopted and Issued Accounting Pronouncements	Recently Adopted Accounting Pronouncements Effective January 1, 2022 the Company adopted ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the Financial Accounting Standards Board ("FASB") Emerging Issues Task Force), which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The guidance has been applied prospectively and did not have a material effect on the combined financial statements of the Company. Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The ASU also introduced new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023. The Company does not expect ASU No. 2022-03 to have a material effect on its combined financial statements.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2022
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies The significant accounting policies used in preparation of these condensed combined financial statements for the three and nine months ended September 30, 2022 and 2021 are consistent with those discussed in Note 2 to the combined financial statements for the year ended December 31, 2021 included in Exhibit 99.1 to the Form 10. Updates to our accounting policies, including impacts from the adoption of new accounting standards, are discussed below in this Note 2. Unaudited Interim Condensed Combined Financial Information The accompanying unaudited condensed combined financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. The accompanying unaudited condensed combined financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete combined financial statements. The accompanying year-end condensed combined balance sheet was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited interim condensed combined financial statements have been prepared on the same basis as the audited annual combined 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 as of September 30, 2022 and the results of its operations for the three and nine months ended September 30, 2022 and 2021 and its cash flows for the nine months ended September 30, 2022 and 2021. The results for the three and nine months ended September 30, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods or any future year or period. The financial information included herein should be read in conjunction with the combined financial statements for the year ended December 31, 2021 included in Exhibit 99.1 to the Form 10. Use of Estimates The preparation of condensed combined 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 combined financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these condensed combined financial statements include, but are not limited to, the valuation of intangible assets, determining the allocations of costs and expenses from the Former Parent and the accrual for research and development expenses. 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. Acquired In-Process Research and Development In-process research and development ("IPR&D") that the Company acquires in conjunction with the acquisition of a business represents the fair value assigned to incomplete research projects which, at the time of acquisition, have not reached technological feasibility. The amounts are capitalized and accounted for as indefinite-lived intangible assets, subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project, the asset is classified as a definite-lived intangible and the Company will make a determination as to the then-useful life of the intangible asset, generally determined by the period in which the substantial majority of the cash flows are expected to be generated, and begin amortization. The Company evaluates IPR&D for impairment at least annually, or more frequently if impairment indicators exist, by performing a quantitative test that compares the fair value of the IPR&D intangible asset with its carrying value. If the fair value is less than the carrying amount, an impairment loss is recognized in operating results. If we acquire an asset or group of assets that do not meet the definition of a business under applicable accounting standards, the acquired IPR&D is expensed on its acquisition date, unless it has an alternative future use. Future costs to develop these assets are recorded to research and development expense as they are incurred. Net Loss Per Share Net loss per share was calculated based on the 39,368,042 shares of the Company's common stock distributed to the Former Parent's shareholders at the time of the Distribution, including common shares issued in connection with Former Parent stock options that were exercised on October 3, 2022 and common shares issued in connection with Former Parent restricted stock units that vested on October 3, 2022. The same number of shares is being utilized for the calculation of basic and diluted earnings per share for all periods presented prior to the Spin-Off. Recently Adopted Accounting Pronouncements Effective January 1, 2022 the Company adopted ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the Financial Accounting Standards Board ("FASB") Emerging Issues Task Force), which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The guidance has been applied prospectively and did not have a material effect on the combined financial statements of the Company. Recently Issued Accounting Pronouncements In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions, to clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security. The ASU also introduced new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. The amendments in ASU 2022-03 are effective for fiscal years beginning after December 15, 2023. The Company does not expect ASU No. 2022-03 to have a material effect on its combined financial statements.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Separation from Biohaven Pharmaceutical Holding Company Ltd. On October 3, 2022, the Former Parent completed the Distribution and the Spin-Off. Immediately following the Spin-Off, the Former Parent and Pfizer Inc. (“Pfizer”) consummated the transactions contemplated by the Merger Agreement. Each holder of Former Parent common shares received one common share of Biohaven for every two Former Parent common shares held of record as of the close of business, New York City time, on September 26, 2022. In the Distribution, an aggregate of 35,832,557 common shares of the Company were issued. The aggregate number of common shares issued in connection with the Distribution did not include 2,611,392 common shares to be issued in connection with Former Parent stock options that were exercised on October 3, 2022 and 924,093 common shares to be issued in connection with Former Parent restricted stock units that vested on October 3, 2022. Pursuant to the Distribution Agreement, immediately prior to the Distribution the Former Parent made a cash contribution to the Company which resulted in a cash balance of approximately $257,799 as of October 3, 2022 Following the Distribution, the Company owns the Business and has proprietary rights to a number of trademarks used in this prospectus which are important to our business, including the Biohaven logo. As a result of the Distribution and Spin-Off, Biohaven Ltd. is an independent, publicly traded company, effective as of October 3, 2022, and commenced regular way trading under the symbol “BHVN”’ on the New York Stock Exchange ("NYSE") on October 4, 2022. On October 3, 2022, the Company entered into several agreements with the Former Parent in connection with the Spin-Off, including the following: Transition Services Agreement. The Company entered into a Transition Services Agreement with the Former Parent (the “Transition Services Agreement”) under which the Company or one of its affiliates will provide the Former Parent, and the Former Parent or one of its affiliates will provide the Company, with certain transition services for a limited time to ensure an orderly transition following the Spin-Off. The services that the Company and the Former Parent agreed to provide to each other under the Transition Services Agreement include certain finance, information technology, clinical study support, human resources and compensation, facilities, financial reporting and accounting and other services. The Company will pay the Former Parent, and the Former Parent will pay the Company, for any such services received by the Former Parent or the Company, as applicable, at agreed amounts as set forth in the Transition Services Agreement. United States Distribution Services Agreement. The Company entered into a United States Distribution Services Agreement with the Former Parent (the “Distribution Agreement”), pursuant to which the Company shall continue to serve as the Former Parent’s distributor and agent for the distribution of the pharmaceutical product Nurtec ODT in the United States for a limited period of time following the Spin-Off. Under the Distribution Agreement, the Former Parent and Pfizer Inc. have agreed to indemnify the Company for, among other things, losses resulting from the conduct of the distribution business or actions taken at the direction of the Former Parent. Outsourcing & Employee Transfer Agreements. The Company entered into Outsourcing & Employee Transfer Agreements, one with Pfizer Inc., Bulldog (BVI) Ltd., the Former Parent and Biohaven Pharmaceuticals, Inc. (“U.S. Employer”), and the other with Pfizer Inc., Bulldog (BVI) Ltd., the Former Parent, and BioShin (Shanghai) Consulting Services Co., Ltd. (“Chinese Employer”), pursuant to which the Chinese Employer and the U.S. Employer will, among other things, provide Pfizer Inc. with the services of, and remain the employers of, certain of their employees for a limited period of time following the Spin-Off. During such period, Pfizer Inc. or one of its affiliates will pay the U.S. Employer for employee-related expenses for its employees (including the cost of salary and wages) and will pay the Chinese Employer a service fee based on employee-related expenses for its employees (including the cost of salary and wages). Biohaven Ltd. Public Offering In October 2022, the Company commenced a public offering of 25,000,000 of its common shares at a price of $10.50 per share, pursuant to a registration statement on Form S-1 filed with the SEC (the "S-1"). The S-1 was declared effective by the SEC on October 20, 2022. The Company also granted the underwriters a 30-day option to purchase up to an additional 3,750,000 common shares. On October 25, 2022, the Company closed the offering, including a full exercise of the underwriters' option to purchase additional shares. The net proceeds raised in the offering, after deducting underwriting discounts and expenses of the offering payable by Biohaven, were approximately $282,763. The Company intends to use the net proceeds received from the offering for general corporate purposes.

Balance Sheet Components - Narrative (Details) - USD ($)	1 Months Ended				3 Months Ended		9 Months Ended
	Jun. 30, 2022	Jan. 31, 2021	Dec. 31, 2020	Sep. 30, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Jan. 06, 2022	Dec. 31, 2021
Nature of business [Line Items]
Depreciation					$ 230,000	$ 172,000	$ 718,000	$ 501,000
Computer software costs					760,000		760,000			$ 760,000
Accumulated amortization					$ 401,000		$ 401,000			211,000
BioShin Limited
Nature of business [Line Items]
Conversion rate of preferred stock to common stock per agreement (in shares)									0.080121
Artizan Biosciences Inc \| Collaborative arrangement
Nature of business [Line Items]
Option price										$ 4,000,000
Series A2 Preferred Stock \| Artizan Biosciences Inc
Nature of business [Line Items]
Preferred shares paid (in shares)		61,494	61,494
Preferred shares paid		$ 6,000,000	$ 6,000,000
Preferred shares received (in shares)		34,472,031	34,472,031
Series A2 Preferred Stock \| Artizan Biosciences Inc \| Collaborative arrangement
Nature of business [Line Items]
Preferred shares received (in shares)	22,975,301
Series A preferred shares \| BioShin Preferred Shares
Nature of business [Line Items]
Preferred stock issued and sold (in shares)				15,384,613
Shares issued price per share				$ 3.90
Proceeds from shares issued				$ 60,000

Share-Based Compensation - Narrative (Details)		9 Months Ended
Share-Based Compensation - Narrative (Details)	Oct. 03, 2022 shares	Sep. 30, 2022 shares
Subsequent event
Share-Based Compensation
Shares issued in spinoff, former parent stock options (in shares)	2,611,392
Subsequent event \| Stock Options and Restricted Stock Units
Share-Based Compensation
Stock options converted, ratio	0.5
Subsequent event \| RSUs
Share-Based Compensation
Shares issued in spinoff, former parent restricted stock options (in shares)	924,093
Minimum
Share-Based Compensation
Requisite service period of award (in years)		3 years
Maximum
Share-Based Compensation
Requisite service period of award (in years)		4 years
2022 Plan
Share-Based Compensation
Shares reserved for issuance (in shares)		9,190,000
Legacy Plan \| Subsequent event
Share-Based Compensation
Granted (in shares)	4,057,121
Legacy Plan \| Subsequent event \| RSUs
Share-Based Compensation
Shares issued in spinoff, former parent restricted stock options (in shares)	924,093
ESPP
Share-Based Compensation
Percentage of payroll deductions from eligible earnings for purchase of plan shares (in shares)		15.00%
Shares reserved for issuance (in shares)		393,769

Related Party Transactions - Narrative (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Yale University
Related Party Transactions
Related party expense		$ 333,000	$ 0	$ 2,333,000	$ 150,000
Due to related party		$ 0		$ 0
Yale University \| License agreement \| Yale MoDE Agreement
Related Party Transactions
Payment for license agreement	$ 1,000,000
Issuance of common shares as payment for assets (in shares)	11,668
Issuance of common shares as payment for assets	$ 1,000,000

License Agreements - Fox Chase Chemical Diversity Center Agreement (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Nov. 30, 2020	May 31, 2019	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
License and other agreements
Research and development			$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
FCCDC Agreement
License and other agreements
Research and development			$ 0	$ 0	$ 0	$ 0
FCCDC Agreement \| Collaborative arrangement
License and other agreements
Common stock issued (shares)		100,000
Issuance of common shares, net of offering costs		$ 5,646,000
Development milestone payment to be paid		4,500,000
Development milestone payments to be paid per each additional NDA filing		$ 1,000,000
Performance milestone payment to be paid	$ 3,800,000
Time period for payment of performance milestone	30 months
FCCDC Agreement \| Collaborative arrangement \| Minimum
License and other agreements
Earned royalty payment per agreement (percent)	0.00%
FCCDC Agreement \| Collaborative arrangement \| Maximum
License and other agreements
Earned royalty payment per agreement (percent)	10.00%
FCCDC Warrants
License and other agreements
Number of securities called by warrants (shares)		100,000
Exercise price of warrants (in dollars per share)		$ 56.46

Commitments and Contingencies - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Assets
Operating lease right-of-use assets	$ 6,915	$ 5,222
Other current liabilities	1,134	439
Other non-current liabilities	4,070	2,797
Total lease liabilities	$ 5,204	$ 3,236
Weighted average remaining lease term (in years)	4 years 5 months 4 days	5 years 9 months
Weighted average discount rate	9.45%	9.07%

License Agreements - Taldefgrobep Alfa License Agreement (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Feb. 28, 2022
License and other agreements
Research and development	$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
BMS
License and other agreements
Research and development	$ 0	$ 0	$ 0	$ 0
BMS \| Taldefgrobep Alfa License Agreement
License and other agreements
Eligible milestone payment per agreement upon specified performance and regulatory milestones					$ 200,000,000

Balance Sheet Components - Other Current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued income tax receivable	$ 11,340	$ 9,911
Other	632	2,121
Other current assets	$ 11,972	$ 12,032

Acquisitions (Details) - USD ($)			3 Months Ended		9 Months Ended	12 Months Ended
Acquisitions (Details) - USD ($)	Apr. 04, 2022	Jan. 04, 2021	Jun. 30, 2022	Mar. 31, 2021	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Amounts recorded:
Goodwill					$ 1,390,000	$ 1,390,000
Channel
Amounts recorded:
R&D expense					$ 25,000,000
Upfront cash payment	$ 35,000,000
Stock issued in acquisition, number of shares	493,254
Stock issued in acquisition	$ 58,747,000
Potential developmental and regulatory milestones on BHV-7000	325,000,000
Potential developmental and regulatory milestones on Kv7 pipeline development	250,000,000
Potential commercial sales based milestones of BHV-7000	$ 562,500,000
Charge to research and development expense			$ 93,747,000
Kleo
Business Acquisition [Line Items]
Fair value of consideration transferred		$ 20,043,000
Issuance of shares		115,836
Amount received per contingent value right upon regulatory approval		$ 1
Contingent value right term period		30 months
Maximum amount payable for contingent value rights		$ 17,300,000
Recognized gain on contingent value right						$ 1,457,000
Post-transaction ownership percentage		100.00%
Fair value of existing interest		$ 6,437,000
Gain resulting from remeasurement of fair value of existing interest				$ 5,261,000
Amounts recorded:
Net working capital		573,000
Property, plant and equipment, net		1,257,000
Intangible assets, in progress research and development		18,400,000
Debt assumed		1,577,000
Goodwill		$ 1,390,000
Kleo
Business Acquisition [Line Items]
Ownership percentage							41.90%
Equity method investment							$ 1,176,000

Income Taxes (Tables)

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Schedule of income tax provision and effective tax rate

The following table provides a comparative summary of the Company's income tax provision and effective income tax rate for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income tax provision (benefit)	$	1,216		$	(1,132)		$	14,581		$	(1,091)
Effective income tax rate	1.8		%	(2.0)		%	4.1		%	(0.7)		%

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

All consideration paid by the Former Parent in association with the following agreements, certain of which were assigned by the Former Parent to the Company in connection with the Spin-Off, is recorded in the condensed combined financial statements of the Company.

Lease Agreements

The Former Parent’s leases primarily consisted of office space that was attributed to the Company in connection with the Spin-Off. The Company determines if an arrangement is a lease at inception. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Real estate leases for facilities have an average remaining lease term of 4.43 years as of September 30, 2022, for which none include the optional extension. The Company has made an accounting policy election not to record short-term leases (leases with an initial term of 12 months or less) on the balance sheet. The Company currently has two short-term leases with immaterial lease expense.

Lease expense for operating lease payments is recognized on a straight-line basis over the term of the lease. Operating lease assets and liabilities are recognized based on the present value of lease payments over the lease term. Since most of the Company’s leases do not have a readily determinable implicit discount rate, the Company uses the Former Parent’s incremental borrowing rate to calculate the present value of lease payments. The Company does not separate lease components (e.g., payments for rent, real estate taxes and insurance costs) from non-lease components (e.g., common-area maintenance costs) in the event that the agreement contains both. The Company includes both the lease and non-lease components for purposes of calculating the right-of-use asset and related lease liability (if the non-lease components are fixed). The allocated operating lease cost was $159 and $379 for the three and nine months ended September 30, 2022, respectively, and $55 and $208 for the three and nine months ended September 30, 2021, respectively.

Certain of the Company’s lease agreements contain variable lease payments that are adjusted for

actual operating expense true-ups compared with estimated amounts; however, these amounts are immaterial. The Company had no sublease income and there are no sale-leaseback transactions. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The following table summarizes supplemental cash flow information:


	Nine Months Ended September 30,
	2022		2021




Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,633	$	—

Operating cash flows paid for operating leases were immaterial for the nine months ended September 30, 2022 and 2021.

Supplemental balance sheet information related to leases is as follows:


In thousands, except remaining lease term and discount rate	September 30, 2022		December 31, 2021
Assets
Other non-current assets	$	6,915	$	5,222
Liabilities
Other current liabilities	$	1,134	$	439
Other non-current liabilities	4,070		2,797
	$	5,204	$	3,236












Weighted average remaining lease term (in years)	4.43		5.75



Weighted average discount rate	9.45%		9.07%

The following table summarizes maturities of operating lease liabilities as of September 30, 2022:


	Operating leases
2022 (remaining three months)	$	378
2023	1,526
2024	1,476
2025	1,132
2026	1,147
Thereafter	669
Total lease payments	6,328
Less: imputed interest	(1,124)
Total lease liabilities	$	5,204

Cambridge Lease Agreement

In October 2022, the Company entered into a lease agreement in Cambridge, Massachusetts for approximately 27,000 square feet of lab and office space (the "Cambridge Lease"), which will be used for general office, laboratory and research and development purposes. The lease commenced on October 19, 2022, and has a term of 120 months, with an option to extend to 180 months. The following table summarizes the Company's future lease payments for the Cambridge Lease:


	Amount
2022 (remaining three months)	$	401
2023	3,403
2024	3,505
2025	3,610
2026	3,718
Thereafter	24,393
Total lease payments	$	39,030

Research Commitments

The Former Parent has entered into agreements with several CROs to provide services in connection with the Company’s preclinical studies and clinical trials. Research commitments entered into by the Former Parent and related to the Company were transferred to the Company upon separation. As of September 30, 2022, the Company had remaining maximum research commitments in excess of one year of approximately $19,750, which are variable based on number of trial participants, and contingent upon the achievement of certain milestones of the clinical trials covered under the agreements. If all related milestones are achieved, the Company expects these amounts to be paid over the next five years.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in

many cases, unlimited. The Company’s amended and restated memorandum and articles of association also provide for indemnification of directors and officers in specific circumstances. To date, the Company has not incurred any material costs as a result of such indemnification provisions. The Company does not believe that the outcome of any claims under indemnification arrangements will have a material effect on its financial position, results of operations or cash flows, and it has not accrued any liabilities related to such obligations in its combined financial statements as of September 30, 2022 or December 31, 2021.

License Agreements

The Former Parent entered into license agreements with various parties that are directly attributed to the Company under which it is obligated to make contingent and non-contingent payments (see Note 6). Upon the October 3, 2022 separation from the Former Parent, License agreements entered by the Former Parent and related to the Company were transferred to the Company.

Sixth Street Financing Agreement

In August 2020, the Former Parent and Biohaven Pharmaceuticals, Inc., (together with the Former Parent the "Borrowers"), entered into a financing agreement, as amended, with Sixth Street Specialty Lending, Inc., as administrative agent, and the lenders party thereto (the "Lenders") pursuant to which the Lenders agreed to extend a senior secured credit facility to the Borrowers (as amended, the “Sixth Street Financing Agreement”). The Sixth Street Financing Agreement provided for term loans in an aggregate principal amount up to $750,000, plus any capitalized interest paid in kind, and was accounted for as third-party, long-term debt by the Former Parent.

The Company was a co-obligor, jointly and severally with the Former Parent on its third-party long-term debt obligation under the Sixth Street Financing Agreement. The Former Parent’s third-party debt and related interest expense are not reflected in the combined financial statements because the Company had not agreed to pay a specified amount of the borrowings on the basis of its arrangement with the Former Parent, nor was the Company expected to pay any portion of the Former Parent’s third-party debt, and the borrowings were not specifically identifiable to the Company. On October 3, 2022, an affiliate of Pfizer, on behalf of the Former Parent, repaid in full all of the indebtedness and other obligations and liabilities owed by the Former Parent, including prepayment penalties. In connection with the termination and repayment in full

of the indebtedness and other obligations and liabilities under the Sixth Street Financing Agreement, all related liens and security interests granted by or arising under the Sixth Street Financing Agreement were automatically released and discharged.

Legal Proceedings

From time to time, in the ordinary course of business, the Company is subject to litigation and regulatory examinations as well as information gathering requests, inquiries and investigations. As of September 30, 2022, there were no matters which would have a material impact on the Company’s financial results.

License Agreements - ALS Biopharma Agreement (Details)	1 Months Ended	3 Months Ended		9 Months Ended
License Agreements - ALS Biopharma Agreement (Details)	Aug. 31, 2015 USD ($) prodrug claim	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
License and other agreements
Research and development		$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
ALS Biopharma Agreement \| Collaborative arrangement
License and other agreements
Number of prodrugs of glutamate modulating agents \| prodrug	300
Milestone payment to be paid upon regulatory achievement	$ 3,000,000
Milestone payment to be paid for subsequently developed products	$ 1,000,000
Number of claims \| claim	1
Research and development		$ 0	$ 0	$ 0	$ 0

Balance Sheet Components - Cash and Restricted Cash (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Cash and Restricted Cash
Cash	$ 50,668	$ 76,057	$ 361,699
Restricted cash (included in other current assets)	0		250
Restricted cash (included in other assets)	750		750
Cash and restricted cash in the statements of cash flows	$ 51,418	$ 77,057	$ 362,699	$ 83,506

Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Accumulated depreciation	$ (4,703)	$ (3,342)
Property and equipment, net	17,423	13,010
Building and land
Property, Plant and Equipment [Line Items]
Property and equipment, gross	12,297	12,297
Computer hardware and software
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,200	1,200
Office and lab equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	3,289	1,653
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,202	1,202
Equipment not yet in service
Property, Plant and Equipment [Line Items]
Property and equipment, gross	4,138	0
Depreciable Property, Plant and Equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	17,988	16,352
Property and equipment, net	$ 13,285	$ 13,010

Summary of Significant Accounting Policies (Details) - shares		3 Months Ended		9 Months Ended
	Oct. 03, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Subsequent Events
Common shares outstanding—basic (shares)		39,368,042	39,368,042	39,368,042	39,368,042
Common shares outstanding—diluted (shares)		39,368,042	39,368,042	39,368,042	39,368,042
Subsequent event
Subsequent Events
Shares issued in spinoff (in shares)	35,832,557

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Schedule of Supplemental Cash Flow Information

The following table summarizes supplemental cash flow information:


	Nine Months Ended September 30,
	2022		2021




Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,633	$	—

Schedule of Lease Assets and Liabilities

Supplemental balance sheet information related to leases is as follows:


In thousands, except remaining lease term and discount rate	September 30, 2022		December 31, 2021
Assets
Other non-current assets	$	6,915	$	5,222
Liabilities
Other current liabilities	$	1,134	$	439
Other non-current liabilities	4,070		2,797
	$	5,204	$	3,236












Weighted average remaining lease term (in years)	4.43		5.75



Weighted average discount rate	9.45%		9.07%

Schedule of Maturities of Financing Lease Liabilities

The following table summarizes maturities of operating lease liabilities as of September 30, 2022:


	Operating leases
2022 (remaining three months)	$	378
2023	1,526
2024	1,476
2025	1,132
2026	1,147
Thereafter	669
Total lease payments	6,328
Less: imputed interest	(1,124)
Total lease liabilities	$	5,204

Schedule of Maturities of Operating Lease Liabilities

The following table summarizes maturities of operating lease liabilities as of September 30, 2022:


	Operating leases
2022 (remaining three months)	$	378
2023	1,526
2024	1,476
2025	1,132
2026	1,147
Thereafter	669
Total lease payments	6,328
Less: imputed interest	(1,124)
Total lease liabilities	$	5,204

The following table summarizes the Company's future lease payments for the Cambridge Lease:


	Amount
2022 (remaining three months)	$	401
2023	3,403
2024	3,505
2025	3,610
2026	3,718
Thereafter	24,393
Total lease payments	$	39,030

Subsequent Events (Details)		1 Months Ended
Subsequent Events (Details)	Oct. 03, 2022 USD ($) shares	Oct. 31, 2022 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)	Sep. 30, 2021 USD ($)
Subsequent Events
Cash \| $			$ 50,668,000	$ 76,057,000	$ 361,699,000
Subsequent event
Subsequent Events
Shares issued in spinoff (in shares)	35,832,557
Shares converted due to spinoff (in shares)	0.5
Shares issued in spinoff, former parent stock options (in shares)	2,611,392
Cash \| $	$ 257,799,000
Subsequent event \| RSUs
Subsequent Events
Shares issued in spinoff, former parent restricted stock options (in shares)	924,093
Subsequent event \| IPO
Subsequent Events
Number of shares sold in transaction (in shares)		25,000,000
Issuance price per share (in dollars per share) \| $ / shares		$ 10.50
Net proceeds \| $		$ 282,763,000
Subsequent event \| Over-allotment option
Subsequent Events
Number of shares sold in transaction (in shares)		3,750,000

CONDENSED COMBINED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Current assets:
Cash	$ 50,668	$ 76,057
Prepaid expenses	17,910	6,734
Other current assets	11,972	12,032
Total current assets	80,550	94,823
Property and equipment, net	17,423	13,010
Intangible assets	18,400	18,400
Goodwill	1,390	1,390
Other non-current assets	17,883	14,438
Total assets	135,646	142,061
Current liabilities:
Accounts payable	4,731	4,775
Accrued expenses and other current liabilities	23,704	37,160
Total current liabilities	28,435	41,935
Other non-current liabilities	6,995	5,435
Total liabilities	35,430	47,370
Commitments and contingencies
Contingently redeemable non-controlling interests	0	60,000
Equity:
Net investment from Former Parent	100,216	34,691
Total equity	100,216	34,691
Total liabilities and equity	$ 135,646	$ 142,061

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

Related Party TransactionsThe Company has not historically operated as a standalone business and the combined financial statements are derived from the consolidated financial statements and accounting records of the Former Parent. The following disclosure summarizes activity between the Company and the Former Parent, including the affiliates of the Former Parent that were not part of the Spin-Off.

Cost Allocations

The condensed combined financial statements reflect allocations of certain expenses from the financial statements of the Former Parent, including research and development expenses and general and administrative expenses. These allocations include, but are not limited to, executive management, employee compensation and benefits, facilities and operations, information technology, business development, financial services (such as accounting, audit, and tax), legal, insurance, and share-based compensation. Some of these services will continue to be provided to the Former Parent on a temporary basis following the Distribution under a transition services agreement. See Note 2 for discussion of these costs and the methodology used to allocate them.

These allocations to the Company are reflected in the condensed combined statement of operations and comprehensive loss as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	23,048	$	17,396	$	84,772	$	52,070
General and administrative	9,676		6,900		43,053		25,678
Total	$	32,724	$	24,296	$	127,825	$	77,748

Management believes these cost allocations are a reasonable reflection of services provided to, or the benefit derived by, the Company during the periods presented. The allocations may not, however, be indicative of the actual expenses that would have been incurred had the Company operated as a standalone public company. Actual costs that may have been incurred if the Company had been a standalone public company would depend on a number of factors, including the chosen organizational structure, what corporate functions the Company might have performed directly or outsourced and strategic decisions the Company might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions.

Share-Based Compensation

As discussed in Note 5, Share-based compensation, Biohaven employees participated in the Former Parent’s share-based compensation plans, the costs of which have been allocated to the Company and recorded in research and development and general and administrative expenses in the condensed combined statements of operations and comprehensive loss.

Net Transfers From Former Parent

Net transfers from Former Parent represent the net effect of transactions between the Company and the Former Parent. The components of net transfers from Former Parent are as follows:


	Nine Months Ended September 30,
		2022		2021
General financing activities		$	187,519	$	365,360
Corporate cost allocations, excluding share-based compensation		49,898		25,077
Net transfers from Former Parent as reflected in the Combined Statement of Cash Flows		237,417		390,437
Share-based compensation		77,927		52,671
Issuance of Former Parent common shares to repurchase non-controlling interest in a subsidiary		60,000		—
Issuance of Former Parent common shares as payment for IPR&D asset acquisition		58,747		—
Issuance of Former Parent common shares as payment for business acquisition		—		10,673
Issuance of Former Parent common shares as payment for Artizan investment		—		6,000
Issuance of Former Parent common shares as payment for license and consulting agreements		1,779		7,929
Other non-cash adjustments		(1,173)		(1,071)
Net transfers from Former Parent as reflected in the Combined Statement of Changes in Equity		$	434,697	$	466,639

Related Party Agreements

License Agreement with Yale

On September 30, 2013, the Company entered into the Yale Agreement with Yale (see Note 6). The Company’s Chief Executive Officer is one of the inventors of the patents that the Company has licensed from Yale and, as such, is entitled to a specified share of the glutamate product-related royalty revenues that may be received by Yale under the Yale Agreement.

In January 2021, the Company entered into the Yale MoDE Agreement with Yale (see Note 6 for detail). Under the license agreement, the Company acquired exclusive, worldwide rights to Yale's intellectual property directed to its MoDE platform. As part of consideration for this license, the Company paid Yale University an upfront cash payment of $1,000 and 11,668 common shares of the Former Parent valued at approximately $1,000.

For the three and nine months ended September 30, 2022, the Company recorded $333 and $2,333, respectively, in research and development expense related to the Yale MoDE Agreement and Yale Agreement (the "Yale Agreements"). For the three and nine months ended September 30, 2021, the Company recorded $0 and $150 in research and development expense related to the the "Yale Agreements. As of September 30, 2022, the Company did not owe any amounts to Yale, which is related to the Yale MoDE SRA.

Nature of the Business and Basis of Presentation (Details) $ in Thousands		9 Months Ended
	Oct. 03, 2022 USD ($) shares	Sep. 30, 2022 USD ($) shares	Sep. 30, 2021 USD ($)
Business Acquisition [Line Items]
Common shares, outstanding (shares) \| shares		100
Cash contribution \| $		$ 237,417	$ 390,437
Subsequent event
Business Acquisition [Line Items]
Shares issued in spinoff (in shares) \| shares	35,832,557
Shares converted due to spinoff (in shares)	0.5
Cash contribution \| $	$ 257,799

Balance Sheet Components - Other Non-current Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021
Prepaid Expenses
Series A-2 Preferred Stock Investment	$ 10,000	$ 6,000
Operating lease right-of-use assets	6,915	5,222
Other	968	3,216
Other non-current assets	$ 17,883	$ 14,438

License Agreements - UCONN (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
License Agreements - UCONN (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
License and other agreements
Research and development		$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
UCONN
License and other agreements
Research and development		$ 0	$ 0	$ 0	$ 0
UCONN Agreement \| UCONN
License and other agreements
Milestone payment to be paid upon developmental and regulatory achievement	$ 30,100,000
Commercial milestone payment to be paid	50,000,000
UCONN Agreement \| UCONN \| License agreement
License and other agreements
Payment for license agreement	$ 400,000

COVER - shares	9 Months Ended
COVER - shares	Sep. 30, 2022	Nov. 07, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2022
Document Transition Report	false
Entity File Number	001-41477
Entity Registrant Name	Biohaven Ltd.
Entity Incorporation, State or Country Code	D8
Entity Address, Address Line One	c/o Biohaven Pharmaceuticals, Inc.
Entity Address, Address Line Two	215 Church Street
Entity Address, City or Town	New Haven
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06510
City Area Code	203
Local Phone Number	404-0410
Title of 12(b) Security	Common Shares, no par value
Trading Symbol	BHVN
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		68,160,979
Entity Central Index Key	0001935979
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Current Fiscal Year End Date	--12-31

CONDENSED COMBINED STATEMENTS OF CHANGES IN EQUITY $ in Thousands	USD ($)
Beginning of period balance at Dec. 31, 2020	$ 16,781
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(62,122)
Net transfers from Former Parent	93,214
End of period balance at Mar. 31, 2021	47,873
Beginning of period balance at Dec. 31, 2020	16,781
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(161,910)
End of period balance at Sep. 30, 2021	321,510
Beginning of period balance at Mar. 31, 2021	47,873
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(45,423)
Net transfers from Former Parent	39,682
End of period balance at Jun. 30, 2021	42,132
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(54,365)
Net transfers from Former Parent	333,743
End of period balance at Sep. 30, 2021	321,510
Beginning of period balance at Dec. 31, 2021	34,691
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(97,032)
Net transfers from Former Parent	108,440
End of period balance at Mar. 31, 2022	46,099
Beginning of period balance at Dec. 31, 2021	34,691
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(369,172)
End of period balance at Sep. 30, 2022	100,216
Beginning of period balance at Mar. 31, 2022	46,099
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(203,287)
Net transfers from Former Parent	182,186
End of period balance at Jun. 30, 2022	24,998
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(68,853)
Net transfers from Former Parent	144,071
End of period balance at Sep. 30, 2022	$ 100,216

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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+ Details

License Agreements - Artizan Biosciences Inc (Details) - USD ($)	1 Months Ended				3 Months Ended		9 Months Ended
	Jun. 30, 2022	Jun. 30, 2021	Jan. 31, 2021	Dec. 31, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021
License and other agreements
Research and development					$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
Artizan Biosciences Inc
License and other agreements
Maximum number of preferred shares (in shares)	45,950,601
Proceeds from sale of stock	$ 8,000,000
Artizan Biosciences Inc
License and other agreements
Research and development					$ 0	$ 0	$ 0	$ 0
Artizan Biosciences Inc \| Series A2 Preferred Stock
License and other agreements
Preferred shares paid (in shares)			61,494	61,494
Preferred shares paid			$ 6,000,000	$ 6,000,000
Preferred shares received (in shares)			34,472,031	34,472,031
Artizan Biosciences Inc \| Collaborative arrangement
License and other agreements
Option price									$ 4,000,000
Development milestone payment to be paid		$ 20,000,000
Additional development milestone payment to be paid		10,000,000
Commercial milestone payment to be paid		$ 150,000,000
Percentage of funds raised for program	80.00%
Additional capital raise required	$ 35,000,000
Artizan Biosciences Inc \| Collaborative arrangement \| Series A2 Preferred Stock
License and other agreements
Preferred shares received (in shares)	22,975,301
Artizan Biosciences Inc \| Collaborative arrangement \| Minimum
License and other agreements
Option price				$ 4,000,000
Artizan Biosciences Inc \| Collaborative arrangement \| Maximum
License and other agreements
Option price				$ 8,000,000

Share-Based Compensation

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Share-Based Compensation

2022 Equity Incentive Plan

In September 2022, the Company's shareholders approved the 2022 Equity Incentive Plan (the "2022 Plan"), which became effective on October 3, 2022. The 2022 Plan provides for the grant of incentive share options, nonstatutory share options, share appreciation rights, restricted share awards, restricted share unit awards ("RSUs"), performance-based share awards and other share-based awards. Additionally, the 2022 Plan provides for the grant of performance cash awards. Upon the effectiveness of the 2022 Plan, there were 9,190,000 common shares reserved for issuance under the 2022 Plan,

Legacy Equity Award Settlement Plan

In September 2022, the Company's shareholders approved the Legacy Equity Award Settlement Plan (the "Legacy Plan"), which became effective on September 29, 2022. The Legacy Plan is intended solely to provide for the grant and settlement of nonstatutory share options and RSUs, issued in respect of stock options and RSUs originally granted pursuant to the Former Parent's 2017 Equity Incentive Plan and 2014 Equity Incentive Plan.

On October 3, 2022, the Former Parent completed the Distribution and the Spin-Off. Each Former Parent stock option and RSU outstanding prior to the Distribution was converted into .5 stock options and RSUs, respectively, in the Company. In total, 4,057,121 stock options and 924,093 RSUs were granted and settled into 2,611,392 and 924,093 common shares, respectively, under the Legacy Plan on October 3, 2022.

2022 Employee Share Purchase Plan

In September 2022, the Company's board of directors approved the rules and procedures of the 2022 Employee Share Purchase Plan (the "ESPP") approved

by shareholders of the Company on September 28, 2022. The ESPP allows each eligible employee who is participating in the plan to purchase shares by authorizing payroll deductions of up to 15% of eligible earnings. Upon the effectiveness of the ESPP, 393,769 shares were authorized to be issued under purchase rights granted to eligible employees.

Share-based Compensation Expense

The Former Parent had share-based compensation plans under which it issued common shares or restricted common shares, and granted incentive stock options or nonqualified stock options for the purchase of common shares, to employees, members of the board of directors and consultants of the Former Parent. The Former parent also had an Employee Share Purchase Plan which allowed eligible employees who were participating in the plan to purchase shares of The Former Parent at a discount.

Share-based compensation has been allocated to the Company by using a combination of specific identification and a proportionate cost allocation method based on employee hours or directly identified operating expenses, depending on the employee’s function. The amounts presented are not necessarily indicative of future awards and do not necessarily reflect the costs that the Company would have incurred as an independent company for the periods presented.

Share-based compensation under the Former Parent’s share-based compensation plans 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 to four years) using the straight-line method. Share-based compensation expense attributed to the Company by classification included in the condensed combined statements of operations and comprehensive loss was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development expenses	$	9,722	$	10,187	$	46,976	$	32,085
General and administrative expenses	7,275		5,206		30,951		20,586
Total non-cash share-based compensation expense	$	16,997	$	15,393	$	77,927	$	52,671

Acquisitions	9 Months Ended
Acquisitions	Sep. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Acquisitions	Acquisitions Acquisition of Kleo Pharmaceuticals, Inc. On January 4, 2021, the Company acquired Kleo Pharmaceuticals, Inc. (“Kleo”). Kleo is a development-stage biopharmaceutical company focused on advancing the field of immunotherapy by developing small molecules that emulate biologics. The transaction was accounted for as the acquisition of a business using the acquisition method of accounting. The total fair value of the consideration transferred was $20,043 which primarily consisted of the issuance of a total of 115,836 common shares of the Former Parent to Kleo stockholders and contingent consideration in the form of a contingent value right to receive one dollar in cash for each Kleo share if certain specified Kleo biopharmaceutical products or product candidates receive the approval of the Food and Drug Administration (the "FDA") prior to the expiration of 30 months following the effective time of the transaction. The maximum amount payable pursuant to the contingent value right was approximately $17,300. At December 31, 2021, the Company determined the value of the contingent value right to be immaterial and recognized a gain of $1,457 related to the contingent value right in other income (expense) during the fourth quarter of 2021. The value of the contingent value right continues to be immaterial with no value included on the condensed combined balance sheet as of September 30, 2022. Prior to the consummation of the transaction, the Company owned approximately 41.9% of the outstanding shares of Kleo and accounted for it as an equity method investment. As part of the transaction, the Company acquired the remainder of the shares of Kleo, and post-transaction the Company owns 100% of the outstanding shares of Kleo. The carrying value of the Company’s investment in Kleo was $1,176 immediately prior to the acquisition date. The Company determined the fair value of the existing interest was $6,437, and recognized a gain from our equity method investment during the first quarter of 2021 of $5,261 on the condensed combined statements of operations and comprehensive loss as a result of remeasuring to fair value the existing equity interest in Kleo. In connection with the transaction, we recorded: net working capital of $573; property, plant and equipment of $1,257; intangible assets consisting of in progress research and development assets of $18,400 which include an oncology therapeutic candidate entering Phase I clinical trials and a COVID-19 therapeutic candidate in the planning stage for clinical development; debt assumed of $1,577; and goodwill of $1,390. Kleo’s employees, other than its President and Chief Financial Officer, were retained as part of the transaction. In connection with the transaction agreement, the Former Parent filed a registration statement permitting Kleo stockholders to offer and sell the common shares of the Former Parent issued in the transaction. Kv7 Platform Acquisition In April 2022, the Company closed the 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 “Kv7 Platform Acquisition”), pursuant to a Membership Interest Purchase Agreement (the “Purchase Agreement”), dated February 24, 2022. In consideration for the Kv7 Platform Acquisition, on April 4, 2022, the Company made an upfront payment comprised of $35,000 in cash and 493,254 common shares, valued at approximately $58,747, issued through a private placement. The Company has also agreed to pay additional success-based payments comprised of (i) up to $325,000 based on developmental and regulatory milestones through approvals in the United States, EMEA and Japan for the lead asset, BHV-7000 (formerly known as KB-3061), (ii) up to an additional $250,000 based on developmental and regulatory milestones for the Kv7 pipeline development in other indications and additional country approvals, and (iii) up to $562,500 for commercial sales-based milestones of BHV-7000. Additionally, the Company has agreed to make scaled royalty payments in cash for BHV-7000 and the pipeline programs, starting at high single digits and peaking at low teens for BHV-7000 and starting at mid-single digits and peaking at low tens digits for the pipeline programs. The Company accounted for this purchase as an asset acquisition as substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable asset, IPR&D. The IPR&D asset has no alternative future use and relates to intellectual property rights related to the Kv7 platform lead, now BHV-7000. There was no material value assigned to any other assets or liabilities acquired in the acquisition. As such, during the second quarter of 2022, the Company recorded a charge to research and development ("R&D") expense in the accompanying condensed combined statements of operations and comprehensive loss of $93,747. During the nine months ended September 30, 2022, the Company recorded $25,000 to R&D expense in the condensed combined statements of operations and comprehensive loss for a regulatory milestone payment which became due to Knopp during the second quarter. Excluding the milestone payment noted above, the Company has not recorded any of the possible contingent consideration payments to Knopp as a liability in the accompanying condensed combined balance sheet as none of the future events which would trigger a milestone payment were considered probable of occurring at September 30, 2022.

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Income Tax Disclosure [Abstract]
Provision (benefit) for income taxes	$ 1,216	$ (1,132)	$ 14,581	$ (1,091)
Effective income tax rate (percent)	1.80%	(2.00%)	4.10%	(0.70%)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Share-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Schedule of non-cash share-based compensation expense

Share-based compensation expense attributed to the Company by classification included in the condensed combined statements of operations and comprehensive loss was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development expenses	$	9,722	$	10,187	$	46,976	$	32,085
General and administrative expenses	7,275		5,206		30,951		20,586
Total non-cash share-based compensation expense	$	16,997	$	15,393	$	77,927	$	52,671

License Agreements - Reliant Glycosciences LLC (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jul. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
License and other agreements
Research and development		$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
Reliant Glycosciences, LLC
License and other agreements
Research and development		$ 0	$ 0	$ 0	$ 0
Reliant Glycosciences, LLC \| Reliant Agreement
License and other agreements
Eligible development milestone payments	$ 36,500,000
Reliant Glycosciences, LLC \| License agreement
License and other agreements
Issuance of common shares as payment for assets	$ 3,686,000

Income Taxes

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

The following table provides a comparative summary of the Company's income tax provision and effective income tax rate for the three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Income tax provision (benefit)	$	1,216		$	(1,132)		$	14,581		$	(1,091)
Effective income tax rate	1.8		%	(2.0)		%	4.1		%	(0.7)		%

The increase in income tax expense for the nine months ended September 30, 2022 as compared to 2021 was primarily attributable to the mandatory capitalization of R&D expenses effective January 1, 2022 under the Tax Cuts and Jobs Act, offset by an increased benefit to the Company's foreign derived intangible income deduction and utilization of R&D Tax Credits. The increase in income tax expense for the three months ended September 30, 2022 as compared to 2021 was primarily attributable to the timing of income subject to taxation for the Company's profitable operations in the United States.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Balance Sheet Components

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Balance Sheet Components

Restricted Cash

Restricted cash primarily consists of collateral held by a bank for a letter of credit (“LOC”) issued in connection with the leased office space in Yardley, Pennsylvania. See Note 7 “Commitments and Contingencies” for additional information on the real estate lease. The following represents a reconciliation of cash in the condensed combined balance sheets to total cash and restricted cash as of September 30, 2022 and

September 30, 2021, respectively, in the condensed combined statements of cash flows:


	As of September 30, 2022		As of September 30, 2021
Cash	$	50,668	$	361,699
Restricted cash (included in other current assets)	—		250
Restricted cash (included in other assets)	750		750
Cash and restricted cash in the statements of cash flows	$	51,418	$	362,699

Other Current Assets

Other current assets consisted of the following:


	As of September 30, 2022		As of December 31, 2021
Accrued income tax receivable	$	11,340	$	9,911
Other	632		2,121
Other current assets	$	11,972	$	12,032

Property and Equipment, Net

Property and equipment, net consisted of the following:


	As of September 30, 2022		As of December 31, 2021
Building and land	$	12,297	$	12,297

Computer hardware and software	1,200		1,200
Office and lab equipment	3,289		1,653
Furniture and fixtures	1,202		1,202
	$	17,988	$	16,352
Accumulated depreciation	(4,703)		(3,342)
	13,285		13,010
Equipment not yet in service	4,138		—
Property and equipment, net	$	17,423	$	13,010

Depreciation expense was $230 and $718 for the three and nine months ended September 30, 2022, respectively, and $172 and $501 for the three and nine months ended September 30, 2021, respectively.

As of both September 30, 2022 and December 31, 2021, computer software costs included in property and

equipment were $760, net of accumulated amortization of $401 and $211, respectively. Depreciation and amortization expense for capitalized computer software costs were not material for the three and nine months ended September 30, 2022 or 2021.

Equipment not yet in service primarily consisted of lab equipment that had not been placed into service as of September 30, 2022.

Other Non-current Assets

Other non-current assets consisted of the following:


	As of September 30, 2022		As of December 31, 2021


Series A-2 Preferred Stock Investment	$	10,000	$	6,000
Operating lease right-of-use assets	6,915		5,222
Other	968		3,216
Other non-current assets	$	17,883	$	14,438

In December 2020, the Company entered into a Series A-2 Preferred Stock Purchase Agreement with Artizan Biosciences Inc. (“Artizan”). Under the agreement, the Company paid Artizan 61,494 shares of the Former Parent’s common shares valued at $6,000, which were issued in January 2021. In exchange, the Company acquired 34,472,031 shares of series A-2 preferred stock of Artizan. In June 2022, the Company entered into an Amendment to the Series A-2 Preferred Stock Purchase Agreement with Artizan. Under the Amendment, the Company made a cash payment of $4,000 in exchange for 22,975,301 additional shares of series A-2 preferred stock of Artizan. The Company determined that it was not practical to estimate the fair value of this investment as it represents Series A-2 Preferred Stock of an unlisted company. On a routine basis the Company will determine if additional preferred shares of the unlisted company have been issued and will adjust the carrying value of its Series A-2 Preferred Stock investment accordingly. See Note 6 “License

Agreements” for additional details on the Artizan Agreement.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:


	As of September 30, 2022		As of December 31, 2021

Accrued employee compensation and benefits	$	7,538	$	9,538
Accrued clinical trial costs	10,871		24,051





Other accrued expenses and other current liabilities	5,295		3,571
Accrued expenses and other current liabilities	$	23,704	$	37,160

Contingently Redeemable Non-controlling Interest

In September 2020, the Company's Asia-Pacific subsidiary, BioShin Limited (“BioShin”), 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 November 2021, the Company, Biohaven Therapeutics Ltd. (“BTL”), Atlas 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 Atlas Merger Sub with and into BioShin, with BioShin surviving the merger as a wholly owned indirect subsidiary of the Former Parent, in accordance with Section 233 of the Cayman Islands Companies Act. As a result of the satisfaction of the closing conditions described in the BioShin 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 the Former Parent’s common shares and was removed from mezzanine equity. No Series A convertible preferred shares of BioShin were outstanding following the closing.

Nature of the Business and Basis of Presentation	9 Months Ended
Nature of the Business and Basis of Presentation	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Business and Basis of Presentation	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. We are a global clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of life-changing therapies for people with debilitating neurological and neuropsychiatric diseases, including rare disorders. The Company is advancing a pipeline of therapies with target indications, including epilepsy, mood disorders, Obsessive-Compulsive Disorder (“OCD”), Spinal Muscular Atrophy (“SMA”) and pain disorders. Our neuroscience portfolio includes a broad pipeline of drug candidates modulating distinct nervous system targets, including Kv7 ion channels (“Kv7”), glutamate receptors, myostatin, and Transient Receptor Potential (“TRP”) channels. Separation from Biohaven Pharmaceutical Holding Company Ltd. On May 9, 2022, Biohaven Pharmaceutical Holding Company Ltd. (the "Former Parent"), Pfizer Inc. (“Pfizer”) and a wholly owned subsidiary of Pfizer (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), which provided for the acquisition by Pfizer of the Former Parent through the merger of Merger Sub with and into the Former Parent (the “Merger”). In connection with the Merger Agreement, the Former Parent and Biohaven Ltd. entered into a Separation and Distribution Agreement, dated as of May 9, 2022 (the “Distribution Agreement”). In connection with the Distribution Agreement, the Board of Directors of the Former Parent approved and directed the Former Parent’s management to effect the Spin-Off of the business, operations, and activities that are not the CGRP Business (as defined below), including the Kv7 ion channel activators, glutamate modulation, MPO inhibition and myostatin inhibition platforms, preclinical product candidates, and certain corporate infrastructure currently owned by the Former Parent. To implement the Spin-Off, the Former Parent transferred the related license agreements, intellectual property and corporate infrastructure, including certain non-commercial employee agreements, share based awards and other corporate agreements (the "Business") to Biohaven Ltd., through a series of internal restructuring transactions. Descriptions of historical business activities in these Notes to Condensed Combined Financial Statements are presented as if these transfers had already occurred, and the Former Parent’s activities related to such assets and liabilities had been performed by the Company. 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 Biohaven Ltd. and the spin-off of Biohaven from the Former Parent (the “Spin-Off”) described in Biohaven’s Information Statement (the “Information Statement”) attached as Exhibit 99.1 to Biohaven’s Registration Statement on Form 10, as amended (Reg. No. 001-41477), which was declared effective by the Securities and Exchange Commission ("SEC") on September 22, 2022 (the “Form 10”). Each holder of Former Parent common shares received one common share of Biohaven for every two Former Parent common shares held of record as of the close of business, New York City time, on September 26, 2022. In the Distribution, an aggregate of 35,832,557 Biohaven common shares were issued. As a result of the Distribution, Biohaven Ltd. became an independent, publicly traded company. The Spin-Off generally resulted in (a) the Company directly or indirectly owning, assuming, or retaining certain assets and liabilities of the Former Parent and its subsidiaries related to the Former Parent’s pipeline assets and businesses and (b) the Former Parent directly or indirectly owning, assuming, or retaining all other assets and liabilities, including those associated with the Former Parent’s platform for the research, development, manufacture and commercialization of calcitonin gene-related receptor antagonists, including rimegepant, zavegepant and the Heptares Therapeutics Limited preclinical CGRP portfolio and related assets (the “CGRP Business”). The Company is subject to risks and uncertainties common to early-stage 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 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. Upon formation and through September 30, 2022, Biohaven Ltd. had 100 common shares of no par value outstanding. Basis of Presentation The accompanying condensed combined financial statements present, on a historical basis, the combined assets, liabilities, expenses and cash flows directly attributable to the Business, which have been prepared from the Former Parent’s consolidated financial statements and accounting records, and are presented on a stand-alone basis as if the operations had been conducted independently from the Former Parent. Historically, separate financial statements have not been prepared for the Company and it had not operated as a standalone business from the Former Parent during the periods covered by the condensed combined financial statements. The condensed combined 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 U.S. Securities and Exchange Commission (“SEC”). The condensed combined financial statements of operations and comprehensive loss include all costs directly related to the Business, including costs for facilities, functions and services utilized by the Company. The condensed combined statements of operations and comprehensive loss also include allocations for various expenses related to the Former Parent’s corporate functions, including research and development, human resources, information technology, facilities, tax, shared services, accounting, finance and legal. These expenses were allocated on the basis of direct usage or benefit when specifically identifiable, with the remainder allocated on a proportional cost allocation method primarily based on employee labor hours or direct expenses. Management believes the assumptions underlying the condensed combined financial statements, including the expense methodology and resulting allocation, are reasonable for all periods presented. However, the allocations may not include all of the actual expenses that would have been incurred by the Company and may not reflect its combined results of operations, financial position and cash flows had it been a standalone company during the periods presented. It is not practicable to estimate actual costs that would have been incurred had the Company been a standalone company and operated as an unaffiliated entity during the periods presented. Actual costs that might have been incurred had the Company been a standalone company would depend on a number of factors, including the chosen organizational structure, what corporate functions the Company might have performed directly or outsourced and strategic decisions the Company might have made in areas such as executive management, legal and other professional services, and certain corporate overhead functions. The income tax amounts in the condensed combined financial statements have been calculated on a separate return method and are presented as if the Company’s operations were separate taxpayers in the respective jurisdiction. Therefore, tax expense, cash tax payments, and items of current and deferred taxes may not be reflective of the Company’s actual tax balances prior to or subsequent to the Distribution. On October 3, 2022, the Company entered into several agreements with the Former Parent in connection with the Spin-Off, including a Transition Services Agreement, a United States Distribution Services Agreement and Outsourcing & Employee Transfer Agreements. For additional information regarding these agreements, see Note 10, Subsequent Events. The Company expects to continue to incur certain costs to establish itself as a standalone public company, as well as ongoing additional costs associated with operating as an independent, publicly traded company. The condensed combined balance sheets include assets and liabilities that have been determined to be specifically identifiable or otherwise attributable to the Company, including certain assets that were historically held at the corporate level in the Former Parent. All intracompany transactions within the Company have been eliminated. All intercompany transactions between the Company and the Former Parent are considered to be effectively settled in the condensed combined financial statements at the time the transactions are recorded. The total net effect of these intercompany transactions considered to be settled is reflected in the condensed combined statement of cash flows within financing activities and in the condensed combined balance sheets as “Net investment from Former Parent.” See Note 9, Related Party Transactions for additional information regarding related party transactions. Our equity balance in these condensed combined financial statements represents the excess of total assets over liabilities. Net investment from Former Parent is primarily impacted by contributions from Parent, which are the result of net funding provided by or distributed to Parent. Cash on the condensed combined balance sheets represents cash balances from the standalone entities established to operate the Business and that were contributed to the Company in connection with the Spin-Off. As of September 30, 2022, the Company was a co-obligor, jointly and severally with the Former Parent on its third-party long-term debt obligations with Sixth Street Specialty Lending, Inc. The Former Parent’s third-party long-term debt and related interest expense are not reflected in the condensed combined financial statements because the Company had not agreed to pay a specified amount of the borrowings on the basis of its arrangement with the Former Parent, nor was the Company expected to pay any portion of the Former Parent’s third-party debt, and the borrowings are not specifically identifiable to the Company. On October 3, 2022, an affiliate of Pfizer, on behalf of the Former Parent, repaid in full all of the indebtedness and other obligations and liabilities owed by the Former Parent, including prepayment penalties. In connection with the termination and repayment in full of the indebtedness and other obligations and liabilities under the Sixth Street Financing Agreement, all related liens and security interests granted by or arising under the Sixth Street Financing Agreement were automatically released and discharged. See Note 7, Commitments and Contingencies for additional information regarding debt. 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 the condensed combined financial statements are issued. Through November 9, 2022, the Company has funded its operations primarily with proceeds from Biohaven Pharmaceutical Holding Co. Ltd., its Former Parent, its recent public offering as discussed in Note 10, Subsequent Events, and the cash contribution received from the Former Parent at the Distribution as discussed below. The Company has incurred recurring losses since its inception and expects to continue to generate operating losses for the foreseeable future. Pursuant to the Distribution Agreement, immediately prior to the Distribution, the Former Parent made a cash contribution to the Company which resulted in a cash balance of approximately $257,799 as of October 3, 2022. Additionally, on October 25, 2022, the Company completed a public offering of its common shares which resulted in net proceeds to the Company of approximately $282,763. See Note 10, Subsequent Events, for further detail on the public offering. Accordingly, as of the date of issuance of these condensed combined financial statements, the Company expects its existing cash will be sufficient to fund operating expenses, financial commitments and other cash requirements for at least one year after the issuance date of these financial statements. The Company’s future viability will be dependent on its ability to raise additional capital to finance its operations. 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, including collaborations with other companies or other strategic transactions. The Company may not be able to obtain financing on acceptable terms, 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. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all.

License Agreements	9 Months Ended
License Agreements	Sep. 30, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
License Agreements	License Agreements Yale Agreements In September 2013, the Company entered into an exclusive license agreement (the "Yale Agreement") with Yale University to obtain a license to certain patent rights for the commercial development, manufacture, distribution, use and sale of products and processes resulting from the development of those patent rights, related to the use of riluzole in treating various neurological conditions, such as general anxiety disorder, post-traumatic stress disorder and depression. The Yale Agreement was amended and restated in May 2019. As amended, the Company agreed to pay Yale University up to $2,000 upon the achievement of specified regulatory milestones and annual royalty payments of a low single-digit percentage based on net sales of riluzole-based products from the licensed patents or from products based on troriluzole. Under the amended and restated agreement, the royalty rates are reduced as compared to the original agreement. In addition, under the amended and restated agreement, the Company may develop products based on riluzole or troriluzole. The amended and restated agreement retains a minimum annual royalty of up to $1,000 per year, beginning after the first sale of product under the agreement. If the Company grants any sublicense rights under the Yale Agreement, it must pay Yale University a low single-digit percentage of sublicense income that it receives. For the three and nine months ended September 30, 2022 and 2021, the Company did not record any material expense or make any milestone or royalty payments under the Yale Agreement. In January 2021, the Company entered into a worldwide, exclusive license agreement with Yale University for the development and commercialization of a novel Molecular Degrader of Extracellular Protein ("MoDE") platform (the "Yale MoDE Agreement"). Under the Yale MoDE Agreement, the Company acquired exclusive, worldwide rights to Yale University's intellectual property directed to its MoDE platform. The platform pertains to the clearance of disease-causing protein and other biomolecules by targeting them for lysosomal degradation using multi-functional molecules. As part of consideration for this license, the Company paid Yale University an upfront cash payment of $1,000 and 11,668 common shares of the Former Parent valued at approximately $1,000. Under the Yale MoDE Agreement, the Company may develop products based on the MoDE platform. The Yale MoDE Agreement includes an obligation to pay a minimum annual royalty of up to $1,000 per year, and low single digit royalties on the net sales of licensed products. If the Company grants any sublicense rights under the Yale MoDE Agreement, it must pay Yale University a low single-digit percentage of sublicense income that it receives. In addition, Yale University will be eligible to receive additional development milestone payments of up to $800 and commercial milestone payments of up to $2,950. The Yale MoDE Agreement terminates on the later of twenty years from the effective date, twenty years from the filing date of the first investigational new drug application for a licensed product or the last to expire of a licensed patent. Under the Yale MoDE Agreement, the Company entered into a sponsored research agreement (the “Yale MoDE SRA”), which included funding of up to $4,000 over the life of the agreement. Excluding the upfront payments above, the Company recorded research and development expense related to the Yale MoDE Agreement of $333 and $2,333 for the three and nine months ended September 30, 2022, respectively, and $0 and $150 for the three and nine months ended September 30, 2021, respectively. For the three and nine months ended September 30, 2022 and 2021, the Company did not make any milestone or royalty payments under the Yale MoDE Agreement. ALS Biopharma Agreement In August 2015, the Company entered into an agreement (the "ALS Biopharma Agreement") with ALS Biopharma and Fox Chase Chemical Diversity Center Inc. ("FCCDC"), pursuant to which ALS Biopharma and FCCDC assigned the Company their worldwide patent rights to a family of over 300 prodrugs of glutamate modulating agents, including troriluzole, as well as other innovative technologies. Under the ALS Biopharma Agreement, the Company is obligated to use commercially reasonable efforts to commercialize and develop markets for the patent products. The Company is obligated to pay $3,000 upon the achievement of specified regulatory milestones with respect to the first licensed product and $1,000 upon the achievement of specified regulatory milestones with respect to subsequently developed products, as well as royalty payments of a low single-digit percentage based on net sales of products licensed under the ALS Biopharma Agreement, payable on a quarterly basis. The ALS Biopharma Agreement terminates on a country-by-country basis as the last patent rights expire in each such country. If the Company abandons its development, research, licensing or sale of all products covered by one or more claims of any patent or patent application assigned under the ALS Biopharma Agreement, or if the Company ceases operations, it has agreed to reassign the applicable patent rights back to ALS Biopharma. For the three and nine months ended September 30, 2022 and 2021, the Company did not record any expense or make any milestone or royalty payments under the ALS Biopharma Agreement. 2016 AstraZeneca Agreement In October 2016, the Company entered into an exclusive license agreement (the "2016 AstraZeneca Agreement") with AstraZeneca, pursuant to which AstraZeneca granted the Company a license to certain patent rights for the commercial development, manufacture, distribution and use of any products or processes resulting from development of those patent rights, including BHV-5000 and BHV-5500. In exchange for these rights, the Company agreed to pay AstraZeneca an upfront payment, milestone payments and royalties on net sales of licensed products under the agreement. The regulatory milestones due under the 2016 AstraZeneca Agreement depend on the indication of the licensed product being developed as well as the territory where regulatory approval is obtained. Development milestones due under the 2016 AstraZeneca Agreement with respect to Rett syndrome total up to $30,000, and, for any indication other than Rett syndrome, total up to $60,000. Commercial milestones are based on net sales of all products licensed under the 2016 AstraZeneca Agreement and total up to $120,000. The Company has also agreed to pay royalties in two tiers, with each tiered royalty in the range from 0-10% of net sales of products licensed under the 2016 AstraZeneca Agreement. If the Company receives revenue from sublicensing any of its rights under the 2016 AstraZeneca Agreement, the Company is also obligated to pay a portion of that revenue to AstraZeneca. The Company is also required to reimburse AstraZeneca for any fees that AstraZeneca incurs related to the filing, prosecution, defending, and maintenance of patent rights licensed under the 2016 AstraZeneca Agreement. The 2016 AstraZeneca Agreement expires upon the expiration of the patent rights under the agreement or on a country-by-country basis ten years after the first commercial sale and can also be terminated if certain events occur, e.g., material breach or insolvency. For the three and nine months ended September 30, 2022 and 2021, the Company did not record any expense or make any milestone or royalty payments under the 2016 AstraZeneca Agreement. 2018 AstraZeneca License Agreement In September 2018, the Company entered into an exclusive license agreement (the "2018 AstraZeneca Agreement") with AstraZeneca, pursuant to which AstraZeneca granted the Company a license to certain patent rights for the commercial development, manufacture, distribution and use of any products or processes resulting from development of those patent rights, including BHV-3241 (verdiperstat). Under the 2018 AstraZeneca Agreement, the Company paid AstraZeneca an upfront cash payment of $3,000 and 109,523 shares valued at $4,080 on the date of settlement and is obligated to pay milestone payments to AstraZeneca totaling up to $55,000 upon the achievement of specified regulatory and commercial milestones and up to $50,000 upon the achievement of specified sales-based milestones. In addition, the Company will pay AstraZeneca royalties in three tiers, with each tiered royalty in the range from 0-10% of net sales of specified approved products, subject to specified reductions. In November 2021, the Company completed enrollment in a Phase 3 clinical trial of this product candidate, which is now referred to as verdiperstat, for the treatment of Amyotrophic Lateral Sclerosis ("ALS").In September 2022, the Company announced negative topline results from the Phase 3 clinical trial of verdiperstat for ALS. ALS is a progressive, life-threatening, and rare neuromuscular disease for which there are currently limited treatment options and no cure. The Company is solely responsible, and has agreed to use commercially reasonable efforts, for all development, regulatory and commercial activities related to verdiperstat. The Company may sublicense its rights under the agreement and, if it does so, will be obligated to pay a portion of any milestone payments received from the sublicense to AstraZeneca in addition to any milestone payments it would otherwise be obligated to pay. The 2018 AstraZeneca Agreement terminates on a country-by-country basis and product-by-product basis upon the expiration of the royalty term for such product in such country and can also be terminated if certain events occur, e.g., material breach or insolvency. For the three and nine months ended September 30, 2022 and 2021, the Company did not record any material expense or make any milestone or royalty payments under the 2018 AstraZeneca Agreement. Fox Chase Chemical Diversity Center Inc. Agreement In May 2019, the Company entered into an agreement with FCCDC (the "FCCDC Agreement") pursuant to which the Company purchased certain intellectual property relating to the TDP-43 protein from FCCDC. The FCCDC Agreement provides the Company with a plan and goal to identify one or more new chemical entity candidates for preclinical development for eventual clinical evaluation for the treatment of one or more TDP-43 proteinopathies. As consideration, the Company issued 100,000 of the Former Parent's common shares to FCCDC valued at $5,646. In addition, the Company is obligated to pay FCCDC milestone payments totaling up to $4,500 with $1,000 for each additional NDA filing. The Company also issued a warrant to FCCDC, granting FCCDC the option to purchase up to 100,000 of the Former Parent’s common shares, at a strike price of $56.46 per share, subject to vesting upon achievement of certain milestones in development of TDP-43. In connection with the FCCDC Agreement, the Company and FCCDC have established a TDP-43 Research Plan, which was amended in November 2020, that provides for certain milestones to be achieved by FCCDC, and milestone payments to be made by the Company up to approximately $3,800 over a period of up to 30 months as success fees for research activities by FCCDC. In addition to the milestone payments, the Company will pay FCCDC an earned royalty equal to 0% to 10% of net sales of any TD-43 patent products with a valid claim as defined in the FCCDC Agreement. The Company may also license the rights developed under the FCCDC Agreement and, if it does so, will be obligated to pay a portion of any payments received from such licensee to FCCDC in addition to any milestones it would otherwise be obligated to pay. The Company is also responsible for the prosecution and maintenance of the patents related to the TDP-43 assets. The FCCDC Agreement terminates on a country-by-country basis and product-by-product basis upon expiration of the royalty term for such product in such country and can also be terminated if certain events occur, e.g., material breach or insolvency. The Company did not record any material research and development expense or make any milestone payments related to the FCCDC Agreement in the combined statements of operations and comprehensive loss during the three and nine months ended September 30, 2022 and 2021. UConn In October 2018, the Company announced it had signed an exclusive, worldwide option and license agreement (the “UConn Agreement”) with the University of Connecticut (“UConn”) for the development and commercialization rights to UC1MT, a therapeutic antibody targeting extracellular metallothionein. Under the UConn Agreement, the Company had the option to acquire an exclusive, worldwide license to UC1MT and its underlying patents to develop and commercialize throughout the world in all human indications (the "UConn Option"). In September 2022, the Company exercised the UConn Option in exchange for a payment of $400. Under the UConn Agreement, UConn is entitled to milestone payments upon the achievement of specified developmental and regulatory milestones of up to $30,100 and commercial milestones of up to $50,000, and royalties of a low single-digit percentage of net sales of licensed products. Excluding the payment made in connection with the UConn Option, for the three and nine months ended September 30, 2022 and 2021, the Company did not record any research and development expense or make any milestone payments related to the UConn Agreement. Artizan Agreement In December 2020, the Company entered into an Option and License Agreement (the "2020 Artizan Agreement") with Artizan Biosciences Inc. ("Artizan"). Pursuant to the 2020 Artizan Agreement, the Company acquired an option (“Biohaven Option”) to obtain a royalty-based license from Artizan to manufacture, use and commercialize certain products in the United States for the treatment of diseases, including, for example, inflammatory bowel disease and other gastrointestinal inflammatory disorders, e.g., Crohn’s disease. The Biohaven Option is exercisable throughout the development phase of the products at an exercise price of approximately $4,000 to $8,000, which varies based on the market potential of the products. The Company and Artizan have also formed a joint steering committee to oversee, review and coordinate the product development activities with regard to all products for which we have exercised (or will exercise in the future) the Biohaven Option. In December 2020, simultaneously with the 2020 Artizan Agreement, the Company entered into a Series A-2 Preferred Stock Purchase Agreement with Artizan. Under the agreement, the Company paid Artizan 61,494 of the Former Parent’s common shares valued at $6,000, which were issued in January 2021. In exchange, the Company acquired 34,472,031 shares of series A-2 preferred stock of Artizan. In June 2021, the Company entered into a Development and License Agreement with Artizan Biosciences Inc (the "2021 Artizan Agreement"). Pursuant to the 2021 Artizan Agreement, the Company acquired an exclusive, worldwide license under Artizan’s IgA-SEQ patented technology and know-how to develop, manufacture and commercialize certain of Artizan’s compounds for use in Parkinson’s Disease. Under the 2021 Artizan Agreement, the Company is responsible for funding the development of the compounds, obtaining regulatory approvals, manufacturing the compounds and commercializing the compounds. the Company is also responsible for the prosecution, maintenance and enforcement of Artizan’s patents. The Company will pay Artizan development milestones of $20,000 for the first licensed compound to achieve U.S. marketing authorization and $10,000 for each subsequent U.S. approval. In addition, the Company will pay Artizan commercialization milestones totaling up to $150,000 and royalties in the low- to mid-single digits. The 2021 Artizan Agreement terminates on a country-by-country basis on the later of 10 years from the first commercial sale of licensed product in such country or the expiration of Artizan’s patents in such country and can also be terminated if certain events occur, e.g., material breach or insolvency. In June 2022, the Company entered into an amendment (the "Amendment") to the Series A-2 Preferred Stock Purchase Agreement with Artizan. Under the Amendment, the Company made a cash payment of $4,000 in exchange for 22,975,301 shares of series A-2 preferred stock of Artizan out of a total of 45,950,601 shares of series A-2 preferred stock of Artizan for a total raise of $8,000 (the “A2 Extension Raise”). Along with the Amendment, the Company and Artizan executed a non-binding indication of interest (“Artizan Side Letter”), which describes terms under which the Company and Artizan would amend the 2020 Artizan Agreement to eliminate certain milestone payments required by us in exchange for limiting our option to the selection of the first licensed product. The Artizan Side Letter requires Artizan to commit at least 80% of the funds raised in the A-2 Extension Raise to a certain program and to raise $35,000 of additional capital within a certain time. For the three and nine months ended September 30, 2022 and 2021, excluding the upfront payments above, the Company did not record any research and development expense or make any milestone payments related to the 2020 Artizan Agreement and the 2021 Artizan Agreement. Moda Agreement On January 1, 2021, the Company entered into a consulting services agreement (the "Moda Agreement") with Moda Pharmaceuticals LLC ("Moda") to further the scientific advancement of technology, drug discovery platforms (including the technology licensed under the Yale MoDE Agreement), product candidates and related intellectual property owned or controlled by the Company. Under the Moda Agreement, the Company paid Moda an upfront cash payment of $2,700 and 37,836 shares of the Former Parent valued at approximately $3,243. In addition, Moda will be eligible to receive additional development milestone payments of up to $81,612 and commercial milestone payments of up to $30,171. The Moda Agreement has a term of four years and may be terminated earlier by the Company or Moda under certain circumstances including, for example, the Company's discontinuation of research on the MoDE platform or default. For the three and nine months ended September 30, 2022 and 2021, excluding the upfront payments above, the Company did not record any material research and development expense or make any milestone payments related to the Moda Agreement. Reliant Agreement In July 2021, the Company entered into a development and licensing agreement (the "Reliant Agreement") with Reliant Glycosciences LLC ("Reliant"), pursuant to which the Company and Reliant have agreed to collaborate on a program with Biohaven Labs’ multifunctional molecules to develop and commercialize conjugated antibodies for therapeutic uses relating to IgA nephropathy and treatment of other diseases and conditions. Under the Reliant Agreement, the Company paid Reliant an upfront payment in the form of issuance of common shares of the Former Parent valued at approximately $3,686, which the Company recorded as research and development expense on its combined statement of operations and comprehensive loss. In addition, Reliant will be eligible to receive development and regulatory milestone payments of up to $36,500, and royalties of a low single-digit percentage of net sales of licensed products. Excluding the upfront payment discussed above, for the three and nine months ended September 30, 2022 and 2021, the Company did not record any material research and development expense related to the Reliant Agreement. KU Leuven Agreement In January 2022, the Company 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. The TRPM3 antagonist platform was discovered at the Centre for Drug Design and Discovery and the Laboratory of Ion Channel Research at KU Leuven. Under the KU Leuven Agreement, the Company receives exclusive global rights to develop, manufacture and commercialize KU Leuven's portfolio of small-molecule TRPM3 antagonists. The portfolio includes the lead candidate, henceforth known as BHV-2100, which is being evaluated in preclinical pain models and will be the first to advance towards Phase 1 studies. The Company will support further basic and translational research at KU Leuven on the role of TRPM3 in pain and other disorders. As consideration, KU Leuven received an upfront cash payment of $3,000 and 15,340 shares of the Former Parent valued at $1,779, and is eligible to receive additional development, regulatory, and commercialization milestones payments of up to $327,750. In addition, KU Leuven will be eligible to receive mid-single digit royalties on net sales of products resulting from the collaboration. Excluding the upfront payments discussed above, for the three and nine months ended September 30, 2022 and 2021, the Company did not record any material research and development expense related to the KU Leuven Agreement. Taldefgrobep Alfa License Agreement In February 2022, following the transfer of intellectual property, the Company announced that it entered into a worldwide license agreement with BMS for the development and commercialization rights to taldefgrobep alfa (also known as BMS-986089), a novel, Phase 3-ready anti-myostatin adnectin (the "Taldefgrobep Alfa License Agreement"). Under the terms of the Taldefgrobep Alfa License Agreement, the Company will receive worldwide rights to taldefgrobep alfa and BMS will be eligible for regulatory approval milestone payments of up to $200,000, as well as tiered, sales-based royalty percentages from the high teens to the low twenties. There were no upfront or contingent payments to BMS related to the Taldefgrobep Alfa License Agreement. For the three and nine months ended September 30, 2022 and 2021, the Company did not record any material expense or make any milestone or royalty payments under the Taldefgrobep Alfa License Agreement.

Balance Sheet Components (Tables)

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of reconciliation of total cash, cash equivalents and restricted cash

The following represents a reconciliation of cash in the condensed combined balance sheets to total cash and restricted cash as of September 30, 2022 and

September 30, 2021, respectively, in the condensed combined statements of cash flows:


	As of September 30, 2022		As of September 30, 2021
Cash	$	50,668	$	361,699
Restricted cash (included in other current assets)	—		250
Restricted cash (included in other assets)	750		750
Cash and restricted cash in the statements of cash flows	$	51,418	$	362,699

Schedule of other current assets

Other current assets consisted of the following:


	As of September 30, 2022		As of December 31, 2021
Accrued income tax receivable	$	11,340	$	9,911
Other	632		2,121
Other current assets	$	11,972	$	12,032

Schedule of property and equipment, net

Property and equipment, net consisted of the following:


	As of September 30, 2022		As of December 31, 2021
Building and land	$	12,297	$	12,297

Computer hardware and software	1,200		1,200
Office and lab equipment	3,289		1,653
Furniture and fixtures	1,202		1,202
	$	17,988	$	16,352
Accumulated depreciation	(4,703)		(3,342)
	13,285		13,010
Equipment not yet in service	4,138		—
Property and equipment, net	$	17,423	$	13,010

Schedule of other noncurrent assets

Other non-current assets consisted of the following:


	As of September 30, 2022		As of December 31, 2021


Series A-2 Preferred Stock Investment	$	10,000	$	6,000
Operating lease right-of-use assets	6,915		5,222
Other	968		3,216
Other non-current assets	$	17,883	$	14,438

Schedule of accrued expenses and other current liabilities

Accrued expenses and other current liabilities consisted of the following:


	As of September 30, 2022		As of December 31, 2021

Accrued employee compensation and benefits	$	7,538	$	9,538
Accrued clinical trial costs	10,871		24,051





Other accrued expenses and other current liabilities	5,295		3,571
Accrued expenses and other current liabilities	$	23,704	$	37,160

Share-Based Compensation - Non-Cash Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation
Total non-cash share-based compensation expense	$ 16,997	$ 15,393	$ 77,927	$ 52,671
Research and development expenses
Share-Based Compensation
Total non-cash share-based compensation expense	9,722	10,187	46,976	32,085
General and administrative expenses
Share-Based Compensation
Total non-cash share-based compensation expense	$ 7,275	$ 5,206	$ 30,951	$ 20,586

CONDENSED COMBINED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net loss	$ (369,172)	$ (161,910)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation expense	77,927	52,671
Acquisition of IPR&D asset	93,747	0
Depreciation and amortization	1,042	708
Issuance of Former Parent common shares as payment for license and consulting agreements	1,779	7,929
Gain from equity method investment	0	(5,261)
Other non-cash items	0	(1,950)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(11,367)	(10,888)
Other non-current assets	(4,299)	(139)
Accounts payable	(44)	3,505
Accrued expenses and other current liabilities	(13,456)	845
Other non-current liabilities	1,561	1,706
Net cash used in operating activities	(222,282)	(112,784)
Cash flows from investing activities:
Purchases of property and equipment	(5,774)	(737)
Payment for IPR&D asset acquisition	(35,000)	0
Cash acquired in business acquisition	0	1,882
Net cash (used in) provided by investing activities	(40,774)	1,145
Cash flows from financing activities:
Net transfers from Former Parent	237,417	390,437
Other	0	395
Net cash provided by financing activities	237,417	390,832
Net (decrease) increase in cash and restricted cash	(25,639)	279,193
Cash and restricted cash at beginning of period	77,057	83,506
Cash and restricted cash at end of period	$ 51,418	$ 362,699

License Agreements - AstraZeneca License Agreement (Details) - USD ($)	1 Months Ended		3 Months Ended		9 Months Ended
	Sep. 30, 2018	Oct. 31, 2016	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
License and other agreements
Research and development			$ 52,845,000	$ 46,973,000	$ 300,028,000	$ 139,668,000
AstraZeneca
License and other agreements
Research and development			0	0	0	0
AstraZeneca \| Collaborative arrangement
License and other agreements
Research and development			$ 0	$ 0	$ 0	$ 0
AstraZeneca \| Collaborative arrangement \| Maximum
License and other agreements
Milestone payment to be paid upon regulatory achievement		$ 30,000,000
Milestone payment to be paid for any product other than rimegepant		60,000,000
Commercial milestone payment to be paid		$ 120,000,000
Agreement term after first commercial sale		10 years
Royalty Payment To Be Paid By Company Upon Specified Approved Products By Net Sales, Percentage	10.00%
AstraZeneca \| Collaborative arrangement \| Minimum
License and other agreements
Royalty Payment To Be Paid By Company Upon Specified Approved Products By Net Sales, Percentage	0.00%
AstraZeneca \| License agreement
License and other agreements
Payment for license agreement	$ 3,000,000
Issuance of common shares as payment for assets (in shares)	109,523
Issuance of common shares as payment for assets	$ 4,080,000
Milestone payment due upon achievement of specified regulatory and commercial milestones	55,000,000
Milestone payment due upon achievement of specified sales-based milestones	$ 50,000,000
AstraZeneca \| License agreement \| Maximum
License and other agreements
Royalty Payment To Be Paid By Company Upon Specified Approved Products By Net Sales, Percentage	10.00%
AstraZeneca \| License agreement \| Minimum
License and other agreements
Royalty Payment To Be Paid By Company Upon Specified Approved Products By Net Sales, Percentage	0.00%