UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 426, 2026

Biohaven Ltd.

(Exact name of registrant as specified in its charter)


British Virgin Islands	001-41477	Not applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Biohaven Pharmaceuticals, Inc.

215 Church Street

New Haven, Connecticut 06510

(Address of principal executive offices, including zip code)

(203) 404-0410

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 87.~~01Other~~01 ~~Events.~~Regulation FD Disclosure

On May 426, 2026, Biohaven Ltd. (the “~~Company~~Registrant”) ~~entered~~issued ~~into~~a ~~Amendment~~press ~~No.~~release 2reporting ~~(“Amendment~~new ~~No.~~clinical ~~2”)~~data toin ~~the~~epilepsy Equity Distribution Agreement, dated October 2, 2023 (the “Original Equity Distribution Agreement”), as previously amended by Amendment No. 1, dated August 16, 2024 (“Amendment No. 1” and, together with ~~the Original Equity Distribution Agreement and Amendment No~~opakalim. 2,A ~~the~~copy “Equity Distribution Agreement”), with J.P. Morgan Securities LLC, as manager (the “Manager”), pursuant to which the Company may sell, from time to time, from and after May 4, 2026, up to an aggregate offering price of ~~$350.0~~this ~~million~~press ofrelease ~~its~~is ~~common~~furnished ~~shares,~~herewith without par value (the “Common Shares”), in an “at-the-market” equity offering program through the Manager. Sales of the Common Shares made pursuant to the Equity Distribution Agreement, if any, may be made by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale or negotiated transactions, or as ~~otherwise~~Exhibit ~~agreed with the Manager~~99.1 ~~Actual sales will depend on a variety of factors~~ to bethis ~~determined~~Current byReport ~~the~~and ~~Company~~is ~~from~~incorporated ~~time~~herein ~~to time, including (among others) market conditions, the trading price of the Common Shares, capital needs and determinations~~ by ~~the Company of the appropriate sources of funding for the Company~~reference.

~~The~~On ~~Equity~~May ~~Distribution~~27, ~~Agreement~~2026, ~~contains~~the ~~customary~~Registrant ~~representations,~~issued ~~warranties~~a press release reporting positive clinical biomarker and ~~agreements~~patient data. A copy of ~~the~~this ~~Company,~~press ~~conditions~~release tois ~~closing,~~furnished ~~indemnification~~herewith ~~rights~~as ~~and~~Exhibit ~~obligations~~99.2 ofto ~~the~~this ~~parties~~Current Report and ~~termination~~is ~~provisions.~~incorporated herein by reference.

~~The~~On ~~$350.0~~May ~~million~~27, ~~aggregate~~2026, ~~offering~~the ~~price~~Registrant ofmade ~~Common~~a ~~Shares~~presentation ~~will be offered and sold pursuant to an effective shelf registration statement~~ (the “~~Registration Statement~~Presentation”) ~~filed~~at ~~with~~its ~~the~~annual ~~Securities~~R&D ~~and~~Day ~~Exchange~~held ~~Commission~~in onconjunction ~~May~~with 4,the ~~2026~~Yale ~~(File~~Innovation ~~No.~~Summit ~~333-295531),~~at athe ~~base~~Yale ~~prospectus,~~School ~~dated~~of ~~May~~Management 4,in ~~2026~~New Haven, ~~included~~Connecticut. asA ~~part~~copy of the ~~Registration~~Presentation ~~Statement~~is ~~and~~attached aas ~~prospectus~~Exhibit ~~supplement,~~99.3 ~~dated~~to ~~May~~this 4,Current ~~2026,~~Report ~~filed~~on ~~with~~Form ~~the~~8-K, ~~Securities~~ and ~~Exchange~~is ~~Commission~~incorporated ~~pursuant~~herein toby ~~Rule 424(b) under the Securities Act of 1933, as amended~~reference.

The ~~foregoing~~information ~~description of the Equity Distribution Agreement is not complete and is qualified~~ in ~~its~~this ~~entirety~~Current byReport ~~reference~~on toForm ~~the~~8-K, ~~full~~including ~~text of~~ the ~~Original~~information ~~Equity~~set ~~Distribution~~forth ~~Agreement,~~in ~~Amendment No. 1 and Amendment No. 2, which are~~ Exhibits 199.1, 199.2 and 199.3, ~~respectively,~~is tobeing ~~this~~furnished ~~Current Report on Form 8-K~~ and ~~are~~shall ~~incorporated~~not bybe ~~reference~~deemed ~~into~~“filed” ~~this~~for ~~Item~~purposes ~~8.01.~~of ASection ~~copy~~18 of the ~~opinion~~Securities ofExchange ~~Maples~~Act &of ~~Calder~~1934, ~~relating~~as toamended (the ~~issuance~~“Exchange ofAct”), ~~the~~nor ~~Common~~shall ~~Shares~~it isbe ~~filed~~deemed asincorporated ~~Exhibit~~by ~~5.1~~reference toin ~~this~~any ~~Current~~filing ~~Report~~under onthe ~~Form~~Securities ~~8-K.~~Act ~~Exhibits 1.1~~of 1933, ~~1.2~~as amended, ~~1.3~~or the Exchange Act, ~~5.1~~except ~~and~~as ~~23.1~~shall ~~hereto~~be ~~are~~expressly ~~hereby~~set ~~incorporated~~forth by specific reference ~~into~~in ~~the~~such ~~Registration~~a ~~Statement~~filing.

~~This~~Item ~~Current~~9.01 Financial ~~Report~~Statements onand Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdictionExhibits.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Exhibit Description
1.1						Equity Distribution Agreement, dated October 2, 2023, by and between Biohaven Ltd. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed on October 3, 2023).
99.1						Press Release, Dated May 26, 2026, “Biohaven Reports New Clinical Data in Epilepsy with Opakalim, a Selective Kv7.2/7.3 Activator, Highlighting Seizure Control and Markedly Differentiated Tolerability Profile"
1.2						Amendment No. 1 to the Equity Distribution Agreement, dated August 16, 2024, by and between Biohaven Ltd. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.2 to the Company’s Current Report on Form 8-K (Accession No. 0001628280-24-037568) filed on August 16, 2024).
99.2						Press Release, Dated May 27, 2026, “Biohaven Reports Positive Clinical Biomarker and Patient Data: First MoDE and TRAP Extracellular Protein Degraders Achieve Deep, Rapid, Selective Lowering of Disease-Driving Antibodies in Graves' Disease and IgA Nephropathy”
1.3						Amendment No. 2 to the Equity Distribution Agreement, dated May 4, 2026, by and between Biohaven Ltd. and J.P. Morgan Securities LLC.
99.3						Investor Presentation, May 2026.
5.1						Opinion of Maples & Calder.
23.1						Consent of Maples & Calder (included in Exhibit 5.1).
104						The cover page of this Current Report on Form 8-K formatted as Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 527, 2026

Biohaven Ltd. By: /s/ ~~Vlad~~Matthew ~~Coric~~Buten ~~Vlad~~Matthew ~~Coric,~~Buten ~~M.D.~~ Chief ~~Executive~~Financial Officer

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