Biohaven Announces Investment up to $600 Million by Oberland Capital

Rhea-AI Summary

Biohaven (NYSE: BHVN) has secured a significant non-dilutive investment of up to $600 million from Oberland Capital Management The deal structure includes:

- $250 million to be funded at closing by April 30, 2025
- $150 million available upon achieving regulatory milestones for troriluzole
- Up to $200 million by mutual agreement for strategic acquisitions

The investment, structured as a Note Purchase Agreement (NPA), will support ongoing clinical trials and commercialization efforts, particularly for troriluzole in treating spinocerebellar ataxia (SCA), a rare genetic condition with no available treatments. In exchange, Oberland Capital will receive regulatory milestone payments through 2030 and tiered single-digit royalties on troriluzole global sales for up to 10 years.

Positive

• Secured substantial non-dilutive financing of up to $600 million
• Immediate access to $250 million by April 30, 2025
• Additional $150 million available upon FDA approval milestones
• Financing supports commercialization of potential first-in-class treatment for SCA

Negative

• Company will owe milestone payments through 2030
• Must pay tiered single-digit royalties on troriluzole sales for up to 10 years
• Access to $200 million portion requires mutual agreement and is not guaranteed

Insights

Financial Analyst

Biohaven secures $600M non-dilutive financing, strengthening its position to advance troriluzole and broader pipeline without shareholder dilution.

Biohaven's $600 million non-dilutive financing agreement with Oberland Capital represents a transformative transaction for a company with a $2.1 billion market capitalization. The structured deal provides $250 million immediately, with $150 million tied to regulatory milestones and $200 million available for strategic acquisitions. This capital infusion—representing nearly 30% of Biohaven's market value in potential financing—significantly strengthens the company's financial position without diluting existing shareholders.

The arrangement's structure is particularly advantageous for Biohaven at its current clinical-stage development. Instead of traditional debt with fixed interest obligations, Biohaven will make milestone and royalty payments only if troriluzole achieves regulatory approval and commercial success. These payments are capped at a multiple of Oberland's investment, limiting Biohaven's long-term financial obligations while providing substantial immediate capital.

This deal structure demonstrates sophisticated financial engineering that aligns investor incentives with development success. For a clinical-stage biopharmaceutical company typically consuming cash through R&D, securing non-dilutive capital of this magnitude reflects strong institutional confidence in Biohaven's pipeline. The agreement provides the financial flexibility to both advance clinical programs and build commercialization infrastructure for troriluzole in SCA, a rare neurological condition explicitly mentioned in the article as having no approved treatments.

Biotech/Pharmaceutical Expert

Strategic $600M deal provides Biohaven capital for troriluzole commercialization while supporting broader pipeline advancement across multiple therapeutic areas.

This $600 million financing transaction comes at a pivotal moment for Biohaven as they prepare for potential FDA approval of troriluzole for spinocerebellar ataxia (SCA). The capital infusion significantly de-risks the company's near-term operations by providing $250 million immediately and additional conditional funding tied to regulatory milestones.

The article explicitly notes that troriluzole represents over eight years of clinical research and community collaboration, highlighting Biohaven's substantial investment in this asset. SCA is described as a "rare and ultra-rare progressively debilitating and fatal genetic condition for which no treatments are available," underscoring the significant unmet medical need this therapy addresses.

Beyond troriluzole, this financing supports Biohaven's broader portfolio spanning five innovation platforms across immunology, inflammation, neuroscience, and oncology. For rare disease commercialization, specialized infrastructure is essential—this deal provides Biohaven the resources to build these capabilities while continuing clinical development across their pipeline.

The structure of milestone and royalty payments—described as "tiered single-digit royalty payments" capped at a multiple of the investment—allows Biohaven to retain the majority of commercial economics if troriluzole succeeds. The involvement of Oberland Capital, a specialized healthcare investor, provides external validation of Biohaven's approach and potential. This strategic financing positions Biohaven to potentially transition from clinical-stage to commercial-stage operations while advancing their diverse therapeutic portfolio.

• Up to $600 million in non-dilutive capital in exchange for capped milestone and royalty payments on future troriluzole product net sales
  • $250 million to be funded at closing
  • $150 million available at the Company's option upon the achievement of regulatory milestones related to troriluzole
  • Up to $200 million at the mutual agreement of the parties for permitted strategic acquisitions and related costs and expenses

NEW HAVEN, Conn., April 28, 2025 /PRNewswire/ -- Biohaven Ltd. (NYSE: BHVN) (Biohaven or the Company), a global clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of life-changing therapies to treat a broad range of rare and common diseases, today announced that it has entered into an agreement with Oberland Capital Management LLC (Oberland Capital) for an investment of up to $600 million in the Company, with the first tranche of $250 million of gross proceeds to be funded at closing on or before April 30, 2025.

The additional capital provides significant financial resources for ongoing clinical trials across the Company's full development portfolio and supports commercialization efforts in anticipation of a potential U.S. Food and Drug Administration (FDA) approval of troriluzole for the treatment of patients with spinocerebellar ataxia (SCA), a group of rare and ultra-rare progressively debilitating and fatal genetic conditions for which no treatments are available.

Matt Buten, Chief Financial Officer at Biohaven, commented, "We are pleased to have both the support and confidence of Oberland Capital, an exceptional partner with a proven track record in funding companies through the complexities of rare disease product launches. Our ability to secure this flexible, long-term, non-dilutive financing agreement speaks not only to the vast potential afforded by troriluzole, the product of more than 8 years of clinical research and deep collaborations across the SCA community, but also to Oberland Capital's confidence in our broader portfolio of five innovative platforms spanning immunology & inflammation, neuroscience, and oncology. This agreement with Oberland Capital provides us with the support and flexibility to continue advancing our pipeline as we make launch preparations in parallel, and we are excited to accelerate our planning efforts in earnest."

Andrew Rubinstein, Managing Partner at Oberland Capital, stated, "Biohaven is in a unique position to address major areas of unmet need in rare disease, and we are particularly enthusiastic about supporting Biohaven as they strive to bring a novel medication like troriluzole to the SCA patient community." Mr. Rubinstein added, "We look forward to working with the team at Biohaven to unlock the tremendous potential that resides in their broad portfolio of innovative therapies."

The investment from Oberland Capital takes the form of a Note Purchase Agreement (NPA) that is non-dilutive to current investors. Pursuant to the NPA, Oberland may purchase up to $600 million of Biohaven's senior secured notes, of which $250 million will be funded on or before April 30, 2025, $150 million will be funded at the Company's option contingent upon FDA approval of troriluzole, and subject to the satisfaction of certain additional conditions, $200 million will be funded upon the mutual agreement of the parties for permitted strategic acquisitions and related costs and expenses. The purchases are subject to other terms and conditions as set forth in the NPA. Under the terms of the NPA, Oberland Capital will have a right to receive a regulatory approval milestone payment, payable quarterly through December 31, 2030, and tiered single-digit royalty payments on global net sales of troriluzole for up to a maximum of 10 years from the closing date. These payments are capped at a multiple of amounts funded by Oberland Capital.

Covington & Burling LLP served as legal advisor to Biohaven and Cooley LLP advised Oberland Capital.

About Troriluzole
Troriluzole is a new chemical entity (NCE) and third-generation novel prodrug that modulates glutamate, the most abundant excitatory neurotransmitter in the human body. The primary mode of action of troriluzole is reducing synaptic levels of glutamate. Troriluzole increases glutamate uptake from the synapse, by augmenting the expression and function of excitatory amino acid transporters located on glial cells that play a key role in clearing glutamate from the synapse. Troriluzole has the potential to be developed in a number of other diseases associated with excessive glutamate. More information about troriluzole can be found at the Company's website: https://www.biohaven.com/pipeline/clinical-programs/glutamate/.

About Biohaven
Biohaven is a biopharmaceutical company focused on the discovery, development, and commercialization of life-changing treatments in key therapeutic areas, including immunology, neuroscience, and oncology. Biohaven is advancing its innovative portfolio of therapeutics, leveraging its proven drug development experience and multiple proprietary drug development platforms. Biohaven's extensive clinical and preclinical programs include Kv7 ion channel modulation for epilepsy and mood disorders; MoDE™ and TRAP™ extracellular protein degradation for immunological diseases; TRPM3 antagonism for migraine and neuropathic pain; TYK2/JAK1 inhibition for neuroinflammatory disorders; glutamate modulation for OCD and SCA; myostatin inhibition for neuromuscular and metabolic diseases, including SMA and obesity; antibody recruiting bispecific molecules; and antibody drug conjugates for cancer.

About Oberland Capital
Oberland Capital is a private investment firm formed in 2013 with assets under management in excess of $3.0 billion, focused exclusively on investing in the global healthcare industry and specializing in flexible investment structures customized to meet the specific needs of its transaction partners. Oberland Capital's broad suite of financing solutions includes monetization of royalty streams, acquisition of future product revenues, creation of project-based financing structures, and investments in traditional debt and equity. With a combination of deep industry knowledge and extensive structured finance experience, the Oberland Capital team has a history of creating value for its transaction partners. For more information, please visit www.oberlandcapital.com.

Forward-looking Statements
This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the expected timing and amounts of funding under the NPA. The use of certain words, including "continue", "plan", "will", "believe", "may", "expect", "anticipate", "potential first-in-class", "disrupt", "potentially revolutionize", "groundbreaking", "potential first and best-in-class" and similar expressions, is intended to identify forward-looking statements. Investors are cautioned that any forward-looking statements, including statements regarding the future development, timing and potential marketing approval and commercialization of development candidates, are not guarantees of future performance or results and involve substantial risks and uncertainties. Actual results, developments and events may differ materially from those in the forward-looking statements as a result of various factors including: the expected timing, commencement and outcomes of Biohaven's planned and ongoing clinical trials; the timing of planned interactions and filings with the FDA; the timing and outcome of expected regulatory filings; complying with applicable US regulatory requirements; the potential commercialization of Biohaven's product candidates; and the effectiveness and safety of Biohaven's product candidates. Additional important factors to be considered in connection with forward-looking statements are described in Biohaven's filings with the Securities and Exchange Commission, including within the sections titled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations". The forward-looking statements are made as of the date of this news release, and Biohaven does not undertake any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

MoDE and TRAP are trademarks of Biohaven Therapeutics Ltd.

Investor Contact:
Jennifer Porcelli
Vice President, Investor Relations
jennifer.porcelli@biohavenpharma.com
+1 (201) 248-0741

Media Contact:
Mike Beyer
Sam Brown Inc.
mikebeyer@sambrown.com
+1 (312) 961-2502

 

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SOURCE Biohaven Ltd.

FAQ

What is the total investment amount Oberland Capital is making in Biohaven (BHVN)?

Oberland Capital is investing up to $600 million in Biohaven, with an initial tranche of $250 million by April 30, 2025.

How will Biohaven (BHVN) use the $600 million investment from Oberland Capital?

The investment will fund ongoing clinical trials across Biohaven's development portfolio and support commercialization efforts for troriluzole in treating spinocerebellar ataxia (SCA).

What are the terms of Oberland Capital's investment in Biohaven (BHVN)?

The investment is structured as a non-dilutive Note Purchase Agreement, with Oberland receiving regulatory milestone payments through 2030 and tiered single-digit royalties on troriluzole sales for up to 10 years.

When will Biohaven (BHVN) receive the first tranche of Oberland Capital's investment?

Biohaven will receive the first tranche of $250 million on or before April 30, 2025.