Biohaven Ltd.BHVN
Biohaven Ltd. Commitments Disclosure
Commitments and Contingencies
Lease Agreements
The Company's leases primarily consist of lab and office space for use in its operations. It's leases generally have initial lease terms of 1 to 10 years, some of which include options to extend for up to 3 to 10 years or on a month-to-month basis. As of December 31, 2025, none of the Company's lease terms included the extension option as the Company has determined that it is unlikely to exercise the extension option. Operating lease costs were $8,883, $5,884 and $5,874 for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company currently has one immaterial short-term real estate lease. The Company had no sublease income and no sale-leaseback transactions. 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’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The following table summarizes supplemental cash flow information:
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 16,433 | $ | 8,492 | $ | — | ||||||||||||||
Net (decrease) increase in right-of-use assets from operating lease modifications | $ | (1,984) | $ | 456 | $ | — | ||||||||||||||
Operating cash flows paid for operating leases were $8,381, $5,114 and $4,854 for the years ended December 31, 2025, 2024 and 2023.
Supplemental balance sheet information related to operating leases is as follows:
| In thousands, except remaining lease term and discount rate | December 31, 2025 | December 31, 2024 | ||||||||||||
Assets | ||||||||||||||
| $ | 45,058 | $ | 36,391 | |||||||||||
| Liabilities | ||||||||||||||
| $ | 5,756 | $ | 3,802 | |||||||||||
Long-term operating lease liability | 39,958 | 32,782 | ||||||||||||
| $ | 45,714 | $ | 36,584 | |||||||||||
| Weighted average remaining lease term (in years) | 7.32 | 7.94 | ||||||||||||
| Weighted average discount rate | 8.80 | % | 7.59 | % | ||||||||||
The following table summarizes maturities of operating lease liabilities as of December 31, 2025:
| Operating leases | |||||
| 2026 | $ | 9,138 | |||
| 2027 | 9,239 | ||||
| 2028 | 7,501 | ||||
| 2029 | 6,950 | ||||
| 2030 | 7,153 | ||||
| Thereafter | 23,094 | ||||
| Total lease payments | 63,075 | ||||
| Less: imputed interest | (17,361) | ||||
| Total lease liabilities | $ | 45,714 | |||
Pittsburgh Wharton Street Lease Amendment
In October 2025, the Company entered into an amendment to its existing agreement for office and laboratory space in Pittsburgh, Pennsylvania ("Pittsburgh Wharton Street Lease Amendment"), which supports the research and development of the Company's ion channel platform. The amendment extended the lease term by approximately three years and includes an option to extend for one additional period of 36 months. Base annual rent under the amendment is $565, subject to annual escalations of 3%.
The amendment resulted in an increase in the operating lease right of use asset by approximately $1,487, with a corresponding increase in the operating lease liability.
New Haven College Street Lease Agreement
In February 2025, the Company entered into a lease agreement in New Haven for office and laboratory space ("New Haven College Street Lease"), to support research and development of the Company's degrader technology. The lease commenced in February 2025 and has an initial term of three years, with an option to extend for one additional period of 36 months.
Upon lease commencement, the Company recognized an operating lease right-of-use asset and a corresponding operating lease liability of approximately $3,667. Base annual rent under the lease is approximately $105, subject to annual escalations of 3%. In addition, an initial payment of $375 was paid at lease commencement.
Pittsburgh Centre Avenue Lease Agreement
In March 2024, the Company entered into a lease agreement in Pittsburgh, Pennsylvania for laboratory space (the "Pittsburgh Centre Avenue Lease") to support the research and development of the Company's ion channel platform. The
Company determined the lease to have commenced in August 2025 and has an initial term of 122 months, with an option to extend for one additional period of 60 months.
Upon lease commencement, the Company recognized an operating lease right-of-use asset and a corresponding operating lease liability of $12,504. Base annual rent under the lease ranges from $1,859 to $2,373, excluding any additional tenant improvement allowance available at the Company's option that would increase the base rent.
West Palm Beach Lease Agreement
In June 2022, the Company entered into a lease agreement in West Palm Beach, Florida for office space (the "West Palm Beach Lease") for general office purposes. The lease commenced in late 2024 after substantial completion of building improvements, and has a term of 120 months, with an option to extend for two additional periods of 60 months each.
In January 2025, the Company amended the West Palm Beach Lease to reduce the leased office space. The amendment resulted in a decrease in the operating lease right-of-use asset of approximately $3,477, with a corresponding decrease in the operating lease liability. Annual minimum commitments relating to the amended West Palm Beach Lease range from $757 to $988.
Research Commitments
The Company has entered into agreements with several CMOs and CROs to provide products and services in connection with the Company’s preclinical studies and clinical trials. As of December 31, 2025, the Company had no research commitments in excess of one year.
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 consolidated financial statements as of December 31, 2025 or December 31, 2024.
License, Acquisitions, and Other Agreements
The Company has entered into license, developmental, and acquisition agreements with various parties under which it is obligated to make contingent and non-contingent payments. See Note 11, "License, Acquisitions and Other Agreements," for additional details.
Other Agreements
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 agreed to make success-based payments based on developmental, regulatory and commercial milestones. 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. In August 2023, the Company entered into an amendment to the Moda Agreement with Moda. As of December 31, 2025, under the Moda Agreement, as amended, the Company had remaining contingent development, regulatory approval, and commercial milestone payments of up to $31,245, $22,000, and $104,612, respectively.
The Company did not record any material research and development expense or make any milestone payments related to the Moda agreement for the year ended December 31, 2025 or 2023. For the year ended December 31, 2024, the Company recorded research and development expense of $2,125 related to developmental milestones under the Moda Agreement.
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. In accordance with ASC 450, "Contingencies," if a loss contingency associated with a legal matter is probable to be incurred and the amount of loss can be reasonably estimated, an accrual is recorded on the consolidated balance sheet. As of December 31, 2025, excluding the below, there were no matters which would have a material impact on the Company’s financial results.
Shareholder Complaint
On July 14, 2025, a lawsuit was filed in the United States District Court for the District of Connecticut against Biohaven Ltd. and certain of its officers alleging federal securities law violations on behalf of a putative class of purchasers of Biohaven stock between March 24, 2023 and May 14, 2025. The Company believes that the allegations are without merit and plans to defend itself vigorously. The complaint alleges that Biohaven and the officer defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 based on alleged misstatements or omissions in certain Biohaven press releases and SEC filings concerning, among other things, (i) the outlook for and clinical data supporting troriluzole as a treatment for SCA spinocerebellar ataxia and (ii) opakalim’s efficacy and clinical prospects as a treatment for bipolar disorder. Plaintiffs also claim the individual defendants are liable for the alleged securities violations through derivative “control person” claims under Section 20(a) of the Exchange Act. The defendants have not yet answered or otherwise responded to the complaint.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 2, 2026 | Showing above |
| 2024 | Mar 3, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 23, 2023 | |
About Commitments Disclosures
Commitments and contingencies disclosures catalog a company's off-balance-sheet obligations and legal exposures — purchase commitments, guarantee arrangements, pending litigation, and regulatory proceedings. These items represent potential future cash outflows that may not appear as liabilities on the balance sheet until they become probable and estimable.
Key signals: litigation reserves and disclosed loss ranges quantify management's estimate of legal exposure, but unquantified "reasonably possible" losses often represent the larger risk. Watch for changes in language around pending cases — shifts from "remote" to "reasonably possible" or increases in estimated loss ranges signal deteriorating outcomes. Unconditional purchase obligations and take-or-pay contracts create fixed cost structures that reduce operational flexibility. Guarantee arrangements for subsidiaries or joint ventures can create cascading obligations. Compare the total commitment schedule against projected free cash flow to assess whether the company can meet its obligations without additional financing.