Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 21, 2020 | Jun. 28, 2019 | |
Cover page. | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Entity File Number | 001-38080 | ||
Entity Registrant Name | Biohaven Pharmaceutical Holding Company Ltd. | ||
Entity Central Index Key | 0001689813 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
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, without par value | ||
Trading Symbol | BHVN | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 1,882 | ||
Entity Common Stock, Shares Outstanding | 58,282,598 | ||
Documents Incorporated by Reference | Portions of the registrant's definitive Proxy Statement to be filed pursuant to Regulation 14A under the Securities Exchange Act of 1934 for its 2020 Annual Meeting of Shareholders are incorporated by reference into Part III of this Annual Report on Form 10-K. |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 316,727 | $ 264,249 |
Prepaid expenses and other current assets | 11,554 | 8,090 |
Total current assets | 328,281 | 272,339 |
Property and equipment, net | 8,152 | 6,248 |
Equity method investment | 5,338 | 11,414 |
Other assets | 2,493 | 11 |
Total assets | 344,264 | 290,012 |
Current liabilities: | ||
Accounts payable | 14,071 | 10,752 |
Accrued expenses | 52,102 | 8,782 |
Total current liabilities | 66,173 | 19,534 |
Liability related to sale of future royalties, net | 144,111 | 117,515 |
Mandatorily redeemable preferred shares, net | 103,646 | 0 |
Derivative liability | 37,690 | 0 |
Other long-term liabilities | 68 | 2,043 |
Total liabilities | 351,688 | 139,092 |
Commitments and contingencies | ||
Shareholders' equity: | ||
Common shares, no par value; 200,000,000 shares authorized as of December 31, 2019 and 2018; 52,385,283 and 44,197,549 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively | 881,426 | 554,384 |
Additional paid-in capital | 83,523 | 40,104 |
Accumulated deficit | (972,373) | (443,568) |
Total shareholders' equity | (7,424) | 150,920 |
Total liabilities and shareholders' equity | $ 344,264 | $ 290,012 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0 | $ 0 |
Common stock, authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, issued (shares) | 52,385,283 | 44,197,549 |
Common stock, outstanding (shares) | 52,385,283 | 44,197,549 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating expenses: | |||||||||||
Research and development | $ 66,019 | $ 61,674 | $ 175,977 | $ 41,003 | $ 37,958 | $ 47,362 | $ 29,052 | $ 75,579 | $ 344,673 | $ 189,951 | $ 89,441 |
General and administrative | 68,970 | 28,782 | 23,235 | 13,462 | 10,108 | 7,574 | 9,064 | 7,857 | 134,449 | 34,603 | 18,141 |
Total operating expenses | 134,989 | 90,456 | 199,212 | 54,465 | 48,066 | 54,936 | 38,116 | 83,436 | 479,122 | 224,554 | 107,582 |
Loss from operations | (134,989) | (90,456) | (199,212) | (54,465) | (48,066) | (54,936) | (38,116) | (83,436) | (479,122) | (224,554) | (107,582) |
Other income (expense): | |||||||||||
Non-cash interest expense on mandatorily redeemable preferred shares | (4,378) | (4,378) | (3,955) | 0 | (12,711) | 0 | 0 | ||||
Non-cash interest expense on liability related to sale of future royalties | (7,308) | (7,308) | (5,151) | (6,813) | (5,592) | (5,633) | (501) | 0 | (26,580) | (11,726) | 0 |
Change in fair value of warrant liability | 0 | 0 | 0 | (1,182) | 0 | (1,182) | (3,241) | ||||
Change in fair value of derivative liability | (895) | (1,717) | (1,263) | 0 | (3,875) | 0 | 512 | ||||
Change in fair value of contingent equity liability | 0 | 0 | (13,082) | ||||||||
Loss from equity method investment | (1,768) | (1,993) | (1,415) | (900) | (742) | (697) | (641) | (728) | (6,076) | (2,808) | (1,885) |
Other | 3 | 8 | (16) | (17) | (156) | (14) | 14 | (29) | (22) | (185) | (906) |
Total other income (expense), net | (14,346) | (15,388) | (11,800) | (7,730) | (6,490) | (6,344) | (1,128) | (1,939) | (49,264) | (15,901) | (18,602) |
Loss before provision for income taxes | (149,335) | (105,844) | (211,012) | (62,195) | (54,556) | (61,280) | (39,244) | (85,375) | (528,386) | (240,455) | (126,184) |
Provision for income taxes | (71) | 323 | 58 | 109 | 194 | 161 | 25 | 87 | 419 | 467 | 1,006 |
Net loss and comprehensive loss | (528,805) | (240,922) | (127,190) | ||||||||
Accretion of beneficial conversion feature on Series A preferred shares | 0 | 0 | (12,006) | ||||||||
Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. | $ (149,264) | $ (106,167) | $ (211,070) | $ (62,304) | $ (54,750) | $ (61,441) | $ (39,269) | $ (85,462) | $ (528,805) | $ (240,922) | $ (139,196) |
Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. - basic and diluted | $ (2.85) | $ (2.04) | $ (4.67) | $ (1.41) | $ (1.34) | $ (1.53) | $ (1.01) | $ (2.32) | $ (10.91) | $ (6.15) | $ (5) |
Weighted average common shares outstanding - basic and diluted | 52,285,999 | 52,077,240 | 45,226,434 | 44,242,070 | 40,938,709 | 40,147,735 | 38,942,545 | 36,793,090 | 48,489,890 | 39,188,458 | 27,845,576 |
CONSOLIDATED STATEMENT OF CONVE
CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-in Capital | Accumulated Deficit | Series A Convertible Preferred Shares |
Balance, beginning of period at Dec. 31, 2016 | $ 43,270 | ||||
Balance, beginning of period (in shares) at Dec. 31, 2016 | 4,948,369 | ||||
Increase (Decrease) in Temporary Equity | |||||
Issuance of Series A convertible preferred shares, net of cash offering costs | $ 38,666 | ||||
Issuance of Series A convertible preferred shares, net of cash offering costs (in shares) | 4,305,182 | ||||
Issuance of Series A convertible preferred shares as payment of related offering costs (in shares) | 105,009 | ||||
Conversion of Series A convertible preferred shares to common shares | $ (81,936) | ||||
Conversion of Series A convertible preferred shares to common shares (in shares) | (9,358,560) | ||||
Balance, end of period at Dec. 31, 2017 | $ 0 | ||||
Balance, end of period (in shares) at Dec. 31, 2017 | 0 | ||||
Balances at Dec. 31, 2016 | $ (45,033) | $ 19,944 | $ 10,479 | $ (75,456) | |
Balances (in shares) at Dec. 31, 2016 | 13,088,500 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Beneficial conversion feature on Series A convertible preferred shares | 12,006 | 12,006 | $ (12,006) | ||
Accretion of beneficial conversion feature on Series A convertible preferred shares | (12,006) | (12,006) | 12,006 | ||
Issuance of common shares as payment of equity investment | 352 | $ 352 | |||
Issuance of common shares as payment for equity investment (in shares) | 32,500 | ||||
Conversion of Series A convertible preferred shares to common shares | 81,936 | $ 81,936 | |||
Conversion of Series A convertible preferred shares to common shares (in shares) | 9,358,560 | ||||
Issuance of common shares in settlement of contingent equity liability | 32,020 | $ 32,020 | |||
Issuance of common shares in settlement of contingent equity liability (in shares) | 1,883,523 | ||||
Issuance of common shares, net of offering costs | 176,128 | $ 176,128 | |||
Issuance of common shares, net of offering costs (in shares) | 11,385,000 | ||||
Issuance of common share warrant as consideration for services | 93 | 93 | |||
Exercise of stock options | 426 | $ 681 | (255) | ||
Exercise of stock options (in shares) | (309,665) | ||||
Non-cash share-based compensation expense | 13,239 | 13,239 | |||
Net loss | (127,190) | (127,190) | |||
Balances at Dec. 31, 2017 | 131,971 | $ 311,061 | 23,556 | (202,646) | |
Balances (in shares) at Dec. 31, 2017 | 36,057,748 | ||||
Balance, end of period at Dec. 31, 2018 | $ 0 | ||||
Balance, end of period (in shares) at Dec. 31, 2018 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Beneficial conversion feature on Series A convertible preferred shares | 0 | ||||
Accretion of beneficial conversion feature on Series A convertible preferred shares | 0 | ||||
Issuance of common shares as payment of equity investment | 0 | ||||
Issuance of common shares, net of offering costs | 230,339 | $ 230,339 | |||
Issuance of common shares, net of offering costs (in shares) | 6,970,171 | ||||
Issuance of common shares as payment for assets | 4,080 | $ 4,080 | |||
Issuance of common shares as payment assets (in shares) | 109,523 | ||||
Reclassification of warrant liability to equity | 5,203 | 5,203 | |||
Exercise of warrants (in shares) | 489,359 | ||||
Exercise of stock options | 3,324 | $ 8,904 | (5,580) | ||
Exercise of stock options (in shares) | (570,748) | ||||
Non-cash share-based compensation expense | 16,925 | 16,925 | |||
Net loss | (240,922) | (240,922) | |||
Balances at Dec. 31, 2018 | 150,920 | $ 554,384 | 40,104 | (443,568) | |
Balances (in shares) at Dec. 31, 2018 | 44,197,549 | ||||
Balance, end of period at Dec. 31, 2019 | $ 0 | ||||
Balance, end of period (in shares) at Dec. 31, 2019 | 0 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Beneficial conversion feature on Series A convertible preferred shares | 0 | ||||
Accretion of beneficial conversion feature on Series A convertible preferred shares | 0 | ||||
Issuance of common shares as payment of equity investment | 0 | ||||
Issuance of common shares, net of offering costs | 302,321 | $ 302,321 | |||
Issuance of common shares, net of offering costs (in shares) | 7,501,745 | ||||
Issuance of common shares as payment for assets | 5,646 | $ 5,646 | |||
Issuance of common shares as payment assets (in shares) | 100,000 | ||||
Exercise of warrants | $ 1,998 | $ 7,201 | (5,203) | ||
Exercise of warrants (in shares) | 215,000 | ||||
Exercise of stock options (in shares) | (372,739) | ||||
Issuance of common stock under equity incentive plan | $ 5,524 | $ 11,874 | (6,350) | ||
Issuance of common stock under equity incentive plan (in shares) | 370,989 | ||||
Non-cash share-based compensation expense | 54,972 | 54,972 | |||
Net loss | (528,805) | (528,805) | |||
Balances at Dec. 31, 2019 | $ (7,424) | $ 881,426 | $ 83,523 | $ (972,373) | |
Balances (in shares) at Dec. 31, 2019 | 52,385,283 |
CONSOLIDATED STATEMENT OF CON_2
CONSOLIDATED STATEMENT OF CONVERTIBLE PREFERRED SHARES AND SHAREHOLDERS' EQUITY (DEFICIT) (PARENTHETICAL) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Offering costs | $ 111 | $ 1,150 | $ 2,987 | $ 5,068 |
Series A Convertible Preferred Shares | ||||
Offering costs | $ 1,334 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||
Net loss | $ (528,805) | $ (240,922) | $ (127,190) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Non-cash share-based compensation expense | 54,972 | 16,925 | 13,239 |
Non-cash interest expense on mandatorily redeemable preferred shares | 12,711 | 0 | 0 |
Non-cash interest expense on liability related to sale of future royalties | 26,580 | 11,726 | 0 |
Non-cash interest expense | 0 | 0 | 784 |
Non-cash issuance of common shares as payment for license agreement | 5,646 | 4,080 | 0 |
Change in fair value of derivative liability | 3,875 | 0 | (512) |
Change in fair value of warrant liability | 0 | 1,182 | 3,241 |
Change in fair value of contingent equity liability | 0 | 0 | 13,082 |
Loss from equity method investment | 6,076 | 2,808 | 1,885 |
Deferred tax assets | 0 | 0 | 9 |
Other non-cash items | 646 | 269 | 64 |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | (3,464) | (2,893) | (4,730) |
Other assets | (232) | 21 | (32) |
Accounts payable | 3,319 | 5,390 | 3,975 |
Accrued expenses | 43,320 | 3,697 | 1,341 |
Other long-term liabilities | (1,975) | 576 | 29 |
Net cash used in operating activities | (377,331) | (197,141) | (94,815) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (2,534) | (4,165) | (541) |
Purchase of equity method investment | 0 | (6,375) | (6,627) |
Payments for leasehold improvements | (1,250) | 0 | 0 |
Net cash used in investing activities | (3,784) | (10,540) | (7,168) |
Cash flows from financing activities: | |||
Proceeds from issuance of common shares | 303,221 | 190,125 | 179,996 |
Proceeds from sale of future royalties | 0 | 106,047 | 0 |
Proceeds from issuance of common stock related to sale of future royalties | 0 | 43,953 | 0 |
Proceeds from issuance of mandatorily redeemable preferred shares | 125,000 | 0 | 40,000 |
Proceeds from exercise of warrants | 1,998 | 0 | 0 |
Payments of related party notes payable | 0 | 0 | (595) |
Repayment of notes payable | 0 | 0 | (5,000) |
Payments of issuance costs | (1,150) | (2,987) | (5,068) |
Proceeds from exercise of stock options | 5,524 | 3,324 | 426 |
Net cash provided by financing activities | 434,593 | 340,462 | 209,759 |
Net increase in cash and restricted cash | 53,478 | 132,781 | 107,776 |
Cash and restricted cash at beginning of period | 264,249 | 131,468 | 23,692 |
Cash and restricted cash at end of period | 317,727 | 264,249 | 131,468 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 0 | 0 | 122 |
Cash paid for income taxes | 823 | 333 | 1,049 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Deferred offering costs included in accounts payable and accrued expenses | 0 | 1,018 | 0 |
Beneficial conversion feature on Series A preferred shares | 0 | 0 | 12,006 |
Accretion of beneficial conversion feature on Series A preferred shares | 0 | 0 | 12,006 |
Issuance of Series A preferred shares as payment of offering costs | 0 | 0 | 1,242 |
Issuance of common shares as payment of equity investment | 0 | 0 | 352 |
Purchases of property and equipment under financing lease | $ 0 | $ 0 | $ 1,787 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
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 Pharmaceutical Holding Company Ltd. (“we,” “us” or the “Company”) was incorporated in Tortola, British Virgin Islands in September 2013. We are a clinical-stage biopharmaceutical company with a portfolio of innovative, late-stage product candidates targeting central nervous system diseases, including neurological and rare disorders. Most of our product candidates are small molecules and based on three distinct mechanistic platforms—calcitonin gene-related peptide ("CGRP") receptor antagonists, glutamate modulators, and myeloperoxidase inhibitor—which we believe have the potential to significantly alter existing treatment approaches across a diverse set of indications with high unmet need in both large and orphan indications. The most advanced product candidate from our CGRP receptor antagonist platform is rimegepant, an orally available, potent and selective small molecule human CGRP receptor antagonist that we are developing for the acute and preventative treatment of migraine. During the second quarter of 2019, we submitted new drug applications ("NDAs") for the acute treatment of migraine to the United States Food and Drug Administration ("FDA") for the Zydis ODT and tablet formulations of rimegepant. The NDA submission of the Zydis ODT formulation of rimegepant was submitted using a FDA priority review voucher, purchased in March 2019, providing for an expedited 6-month review. During the third quarter of 2019, we received communication from the FDA that our Zydis ODT and tablet formulation of rimegepant NDA submissions were accepted and we were given a Prescription Drug User Fee Act ("PDUFA") date in the first quarter of 2020 for our Zydis ODT submission. In December 2019, we also received a late-cycle communication update from the FDA in which no major issues were identified by the FDA. All comments from the FDA are preliminary and do not reflect a final decision on the review or approval of our NDA. The Company is subject to risks and uncertainties common to clinical-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 revenue from product sales. Subsequent to its May 2017 initial public offering, the Company has primarily raised funds through sales of equity in private placements and public offerings, as well as through the sale of a revenue participation right related to potential future royalties. The Company has incurred recurring losses since its inception, had an accumulated deficit as of December 31, 2019, and expects to continue to generate operating losses during the commercial launch of rimegepant. To execute its business plans, the Company will continue to require additional funding to support its continuing operations and pursue its growth strategy. In June 2019, the Company issued and sold 6,976,745 common shares at a public offering price of $43.00 per share for net proceeds of approximately $281,100 after deducting underwriting discounts and commissions of approximately $18,000 and other offering expenses of approximately $900. In addition, in July 2019, the underwriters of the follow-on offering partially exercised their option to purchase additional shares, and the Company issued and sold 525,000 common shares for net proceeds of approximately $21,221 after deducting underwriting discounts and commissions of approximately $1,354. Thus, the aggregate net proceeds to the Company from the follow-on offering, after deducting underwriting discounts and commissions and other offering costs, were approximately $302,321. In January 2020, the Company issued and sold 4,830,917 common shares at a public offering price of $51.75 per share for net proceeds of approximately $245,877 after deducting underwriting discounts and commissions of approximately $3,623 and other offering expenses of approximately $500. In addition, in February 2020, the underwriter of the January follow-on offering exercised its option to purchase additional shares, and the Company issued and sold 724,637 common shares for net proceeds of approximately $36,956 after deducting underwriting discounts and commissions of approximately $543. Thus, the aggregate net proceeds to the Company from the follow-on offering, after deducting underwriting discounts and commissions and other offering costs, were approximately $282,833. Through the date of the issuance of this Form 10-K, the Company has funded its operations primarily with proceeds from sales of preferred and common shares. The Company has incurred recurring losses since its inception, including net losses of $528,805, $240,922, and $127,190 during the years ended December 31, 2019, 2018 and 2017, respectively, and had an accumulated deficit of $972,373 as of December 31, 2019. As a result of the Company’s commercial launch of rimegepant (if approved), the continued development of its product candidates, and other strategic investments, the Company expects to continue to generate operating losses for the foreseeable future. As of February 25, 2020, the issuance date of these consolidated financial statements, the Company expects that its cash as of December 31, 2019, along with the net proceeds received from the January 2020 offering, will be sufficient to fund its current forecast for operating expenses, planned commercialization of rimegepant (if approved), financial commitments and other cash requirements into the first quarter of 2021. The Company will need to raise additional capital until it is profitable. If no additional capital is raised through either public or private equity financings, debt financings, strategic relationships, alliances and licensing agreements, or a combination thereof, the Company will be required to delay, limit or reduce discretionary spending in areas related to research and development activities and other general and administrative expenses in order to fund its operating costs and working capital needs for at least one year from the date of the issuance of these financial statements. The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the accounts of the Company and its subsidiaries after elimination of all significant intercompany accounts and transactions. Investments in companies in which the Company owns less than a 50% equity interest and where it exercises significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of equity incentive awards, warrants, the fair value of derivative instruments, contingent equity instruments, non-cash interest related to the mandatorily redeemable preferred shares and non-cash interest expense on liability related to sale of future royalties. 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. Restricted Cash Restricted cash included in other assets in the consolidated balance sheets represents collateral held by a bank for a letter of credit ("LOC") issued in connection with the leased office space in Yardley, Pennsylvania. See Note 16 ‘‘Commitments and Contingencies’’ for additional information on the real estate lease. The following represents a reconciliation of cash in the consolidated balance sheets to total cash and restricted cash in the consolidated statements of cash flows: December 31, 2019 December 31, 2018 Cash $ 316,727 $ 264,249 Restricted cash (included in other assets) 1,000 0 Total cash and restricted cash in the statement of cash flows $ 317,727 $ 264,249 Equity Method Investments, Including Related Impairment Investments in non-public companies in which the Company owns less than a 50% equity interest and where it has the ability to exercise significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. The Company's proportionate share of the net income or loss of the equity method investment is included in other income (expense), net in the consolidated statement of operations and comprehensive loss and results in a corresponding adjustment to the carrying value of the investment on the consolidated balance sheet. Dividends received reduce the carrying value of the investment. An assessment of whether or not we have the power to direct activities that most significantly impact Kleo Pharmaceuticals, Inc. ("Kleo") economic performance and to identify the party that obtains the majority of the benefits of the investment was performed as of December 31, 2019 and December 31, 2018, and will be performed as of each subsequent reporting date. After each of these assessments, we concluded that the activities that most significantly impact Kleo’s economic performance are the ability to direct its research activities, the ability to select vendors to perform the research, the ability to maintain research staff and the ability to raise additional funds, each of which are directed by Kleo. Based on the outcome of these assessments, we concluded that our investment in Kleo should be accounted for under the equity method. Changes related to this assessment could have a material impact on our financial statements. We also periodically review the carrying value of our investment in Kleo to determine if there has been an other-than-temporary decline in carrying value. A variety of factors are considered when determining if a decline in carrying value is other than temporary, including, among other factors, Kleo’s financial condition and business prospects, as well as our intent with regard to the investment. Changes related to the analysis of impairment of our investment in Kleo could have a material impact on our financial statements. Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2019 and December 31, 2018, the Company's property and equipment consisted of an office building, office equipment and computer equipment. The fixed assets have the following useful lives: Building 30 years Office equipment 3 - 5 years Computer software 3 - 5 years Computer equipment 3 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Property and equipment are monitored regularly for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Fair Value Measurements Certain assets of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The Company's warrant liability was, and derivative liability is carried at fair value, based upon Level 3 inputs described above (see Note 3). The carrying values of other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. Leases Effective January 1, 2019, the Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and operating lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes an estimate of its incremental borrowing rate based on market sources including interest rates for companies with similar credit quality for agreements of similar duration, determined by class of underlying asset, to discount the lease payments. The operating lease right-of-use assets also include lease payments made before commencement and exclude lease incentives. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-line basis over the term of the short-term lease. For real estate leases, the Company elected to separately account for lease components and non-lease components. In addition, payments made by the Company for improvements to the underlying asset, if the payment relates to an asset of the lessor, are recorded as prepaid rent within other assets of the consolidated balance sheets and expensed as part of the amortization of the right-of-use asset. As of December 31, 2019, the Company had prepaid rent of $1,250 included in other assets in the consolidated financial statements, which consists of leasehold improvements related to leased office space in Yardley, Pennsylvania. As of December 31, 2019, the Company had restricted cash of $1,000 included in other assets in the consolidated financial statements, which represents collateral held by a bank for a letter of credit ("LOC") issued in connection with the leased office space in Yardley, Pennsylvania. The restricted cash is invested in a non-interest bearing account. See Note 16 ‘‘Commitments and Contingencies’’ for additional information on the real estate lease. Segment Information The Company manages its operations as a single segment, the development of therapies targeting neurological diseases, for the purposes of assessing performance and making operating decisions. Materially all of the Company's tangible assets are held in the United States. Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, non-cash share-based compensation and benefits, third-party license fees, and external costs of vendors engaged to conduct clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. The Company has entered into various research and development-related contracts. These agreements are cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Certain judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company's estimates. The Company's historical accrual estimates have not been materially different from the actual costs. Non-Cash Interest Expense and Liability Related to Sale of Future Royalties The Company accounted for the Funding Agreement with RPI Finance Trust ("RPI") as a liability financing, primarily because it has significant continuing involvement in generating the future revenue on which the royalties are based (see Note 8). The liability related to sale of future royalties and the related non-cash interest expense are measured based on the Company's current estimate of the timing and amount of expected future royalties expected to be paid over the estimated term of the Funding Agreement with RPI Trust using a discounted cash flow model. The liability is amortized using the effective interest rate method, resulting in recognition of non-cash interest expense over the estimated term of the agreement. Each reporting period, the Company assesses the estimated timing and amount of future expected royalty payments over the estimated term. If there are changes to the estimate, the Company recognizes the impact to the liability’s amortization schedule and the related non-cash interest expense prospectively. The Company’s estimate of the amount of expected future royalties to be paid considers the probability of success of the compounds being approved for sale, market penetration rates of the compounds upon approval, compliance rate and net pricing. Additionally, the transaction costs associated with the liability will be amortized to non-cash interest expense over the estimated term of the Funding Agreement. Non-Cash Interest Expense on Mandatorily Redeemable Preferred Shares The Company accounted for the Series A preferred shares (the "Series A Preferred Shares") sold to RPI as a liability financing because, under all redemption circumstances as defined in the Series A Preferred Shares agreement (the "Preferred Share Agreement"), the Series A Preferred Shares are required to be redeemed by December 31, 2024 (see Note 9). The mandatorily redeemable preferred shares liability was initially measured at fair value as of the transaction date, and will be amortized under the effective interest method. Accordingly, the Company is recognizing non-cash interest expense on the mandatorily redeemable preferred shares until December 31, 2024. The transaction costs associated with the mandatorily redeemable preferred shares liability will also be amortized to non-cash interest expense on mandatorily redeemable preferred shares until termination of the liability. Derivative Liability Certain scenarios as described in the Preferred Share Agreement were determined by the Company to result in a derivative liability (see Note 9). The with-and-without valuation method was used to determine the fair value of the embedded derivatives within the agreement. As inputs into the valuation, the Company considered the type and probability of occurrence of certain events, the amount of the payments, the expected timing of certain events, and a risk-adjusted discount rate. In accordance with ASC 815, Derivatives and Hedging, the fair value of the derivative was recorded on the balance sheet as a derivative liability with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss (see Note 3 for details on the fair value measurement). If factors change and different assumptions are used, the fair value of the derivative liability and related gains or losses could be materially different in the future. Non-Cash Share-Based Compensation The Company measures stock options and restricted share unit awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes non-cash compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company also issues, from time to time, stock options with performance-based vesting conditions and records the expense for these awards when the Company concludes that it is probable that the performance condition will be achieved. Effective July 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-based Payment Accounting ("ASU 2018-07"), which sets out to simplify the accounting for non-employee share-based awards. The ASU expands the scope of Topic 718, Compensation-Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned. ASU 2018-07 impacts the value at which share-based payments to non-employees is recognized. Prior to the adoption of ASU 2018-07 for share-based awards granted to non-employees, including consultants, non-cash compensation expense was recognized over the period during which services were rendered by such non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of the unvested awards were remeasured using the then-current fair value of the Company's common shares and updated assumption inputs in the Black-Scholes option-pricing model. After adoption of ASU 2018-07, the measurement date for non-employee awards is the date of the grant. The non-cash compensation expense for non-employees is recognized, without changes in the fair value of the award, over the requisite service period, which is the vesting period of the respective award. The non-cash compensation expense for non-employees was measured as of the adoption date of July 1, 2018, and this amount is the basis for prospective expense recognition. All of the Company's non-employee awards were previously measured as of June 30, 2018. Accordingly, no cumulative adjustment to beginning retained earnings was recorded as a result of the ASU 2018-07 adoption, as the measured value prior to adoption and the remeasured value on the date of adoption were materially the same. The Company classifies non-cash share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient's payroll costs are classified or in which the award recipient's service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company lacks a sufficient history of company-specific historical and implied volatility information for its shares. Therefore, it estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company's tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The provision for income taxes includes the effects of applicable tax reserves, or unrecognized tax benefits, as well as the related net interest and penalties. Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Net income (loss) per share attributable to common shareholders is calculated based on net income (loss) attributable to Biohaven Pharmaceutical Holding Company Ltd. and excludes net income (loss) attributable to non-controlling interests for relevant periods. Basic net income (loss) per share attributable to common shareholders is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common shareholders is computed by dividing the diluted net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options, warrants to purchase common shares, convertible preferred shares and contingently issuable equity are considered potential dilutive common shares. The Company's convertible preferred shares contractually entitled the holders of such shares to participate in dividends but contractually did not require the holders of such shares to participate in losses of the Company. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders, since potentially dilutive common shares are considered to be anti-dilutive. Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. In July of 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), both of which clarified and enhanced the certain amendments made in ASU 2016-02 and were adopted by the Company in conjunction with ASU 2016-02. The adoption required a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company has elected to adopt the standard using the effective date, January 1, 2019, as its date of initial application. Consequently, financial information was not updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. Given that the Company had no material outstanding leases as of the date of the adoption, the adoption of ASU 2016-02 did not have a material impact on the Company's financial position or results of operations. Future Adoption of New Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , a new standard on a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement (CCA) that aligns the requirements for capitalizing implementation costs in a CCA service contract with existing internal-use software guidance. The standard also provides classification guidance on these implementation costs as well as additional quantitative and qualitative disclosures. The standard is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted, and can be adopted prospectively or retrospectively. We adopted the new standard on January 1, 2020 on a prospective basis and are continuing to establish new processes and internal controls that may be required to comply with the new cloud computing standard. We do not expect the adoption of this standard to have a significant impact on our financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. The new guidance is effective for interim and annual reporting periods starting in fiscal year 2020 for the Company. Upon the effective date, certain provisions are to be applied prospectively, while others are to be applied retrospectively to all periods presented. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. We are currently evaluating the impact of the amendments on our consolidated financial statement disclosures. Since the amendments impact only disclosure requirements, we do not expect the amendments to have an impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted. The Company is currently evaluating the impact that the adoption of ASU 2019-12 will have on its consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The new standard addresses accounting for the transition into and out of the equity method and measurement of certain purchased options and forward contracts to acquire investments. The standard is effective for annual |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | Fair Value of Financial Assets and Liabilities The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis on the consolidated balance sheet at December 31, 2019 and indicates the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurement as of December 31, 2019 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ — $ — $ 37,690 $ 37,690 $ — $ — $ 37,690 $ 37,690 The Company held no financial assets or liabilities measured at fair value on a recurring basis as of December 31, 2018. The following table provides a roll forward of the aggregate fair values of the Company's warrant liability and derivative liability at December 31, 2019 and 2018 for which fair value is determined by Level 3 inputs: Warrant Liability Derivative Liability December 31, 2017 $ 4,021 $ — Change in fair value 1,182 — Reclassification to equity (5,203) — December 31, 2018 — — Transaction date balance — 33,815 Change in fair value — 3,875 Balance as at December 31, 2019 $ — $ 37,690 Valuation of Warrant Liability The warrant liability in the table above is composed of the fair value of warrants to purchase common shares that the Company issued to two of its directors in connection with a guarantee of its obligations under a credit agreement (see Note 10). On January 26, 2018, the anti-dilution price protection provisions contained within the warrants expired. Due to the expiration of these provisions, the Company discontinued classification of these warrants as a liability and reclassified $5,203, the fair value of the warrant liability at expiration of the anti-dilution price protection provisions, to additional paid-in capital within shareholders' equity. The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company utilized the Black-Scholes option pricing model to value the warrant liability. The Black-Scholes option pricing model incorporated assumptions and estimates to value the warrant liability. Estimates and assumptions impacting the fair value measurement included the number of shares for which the warrants will be exercisable, the fair value per share of the underlying common shares issuable upon exercise of the warrants, the remaining contractual term of the warrants, the risk-free interest rate, the expected dividend yield, and the expected volatility of the price of the underlying common shares. The fair value per share of the Company’s common shares was based on the closing trading price of the shares on January 26, 2018, the day of expiration, and the increase in the fair value of the common shares during the time period from December 31, 2017 to expiration is the primary reason for the increase in the fair value of the warrant liability during the same period. The Company was a private company prior to its IPO in May 2017 and therefore lacks company-specific historical and implied volatility information of its shares. Therefore, it estimated its expected share volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrants. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. The Company estimated a 0% expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future. Valuation of Derivative Liabili t y The fair value of the derivative liability in the table above was recognized in connection with the Series A Preferred Shares agreement with RPI, as described in Note 9, was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the derivative liability relates to certain scenarios outlined in the agreement that would result in accelerated payments as compared to the agreement's host instrument. The with-and-without valuation method was used to determine the fair value of the embedded derivatives within the agreement. As inputs into the valuation, the Company considered the type and probability of occurrence of certain events, the amount of the payments, the expected timing of certain events, and a risk-adjusted discount rate. In accordance with ASC 815, Derivatives and Hedging, the fair value of the derivative was recorded on the balance sheet as a derivative liability with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss. If factors change and different assumptions are used, the fair value of the derivative liability and related gains or losses could be materially different in the future. Valuation of Liability Related to Sale of Future Royalties In June 2018, and as described in Note 8, the Company entered into a funding agreement with RPI, accounted for as a liability financing. As of December 31, 2019, the fair value of the liability related to sale of future royalties, used in determining the effective interest rate of the liability, is based on the Company's current estimates of future royalties expected to be paid to RPI over the life of the arrangement, which is considered Level 3. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2019 2018 Prepaid clinical trial costs $ 6,101 $ 7,210 Due from broker for option exercises 2,978 22 Prepaid insurance 471 393 Other prepaid assets 2,000 458 Other current assets 4 7 $ 11,554 $ 8,090 |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investment | Equity Method Investment On August 29, 2016, the Company executed a stock purchase agreement with Kleo, a privately held Delaware corporation, to purchase 3,000,000 shares of Kleo's common stock at an initial closing, with a commitment to purchase an aggregate of 5,500,000 additional shares of common stock, in each case at a share price of $1.00 per share (the "Kleo SPA"). Kleo is a development-stage biopharmaceutical company focused on advancing the field of immunotherapy by developing small molecules that emulate biologics. The Company purchased 3,000,000 shares upon the initial closing on August 31, 2016, and the remaining 5,500,000 shares were to be purchased in four equal tranches of 1,375,000 shares beginning six three In March 2017, the Company purchased 500,000 shares of Kleo common stock directly from a co-founder of Kleo for consideration of $250 in cash and 32,500 common shares of the Company. In addition to these purchases, in October 2017, the Company purchased an additional aggregate of 2,049,543 shares for cash consideration of $2,253 which allowed the Company to maintain its relative ownership interest in Kleo. As of December 31, 2017, the Company's ownership interest in the outstanding stock of Kleo was 43.3%. Upon completion of the fourth and final tranche investment in January 2018, the Company's ownership increased to 46.6%. In November 2018, the Company participated in Kleo's Series B funding raise. The Company purchased 1,420,818 shares for cash consideration of $5,000. As of the close of the Series B funding raise, and as of December 31, 2019, the Company's ownership interest in the outstanding common stock of Kleo was approximately 42%. The Company has a variable interest in Kleo through its equity investment. Kleo is a variable interest entity due to the equity investment at risk being insufficient to finance its activities. An assessment of whether or not the Company has the power to direct activities that most significantly impact Kleo's economic performance and to identify the party that obtains the majority of the benefits of the investment was performed as of December 31, 2019 and 2018, and will be performed as of each subsequent reporting date. After each of these assessments, the Company concluded that the activities that most significantly impact Kleo's economic performance are the ability to direct the research activities, the ability to select vendors to perform the research, the ability to maintain research staff and the ability to raise additional funds, each of which are directed by Kleo. Based on the outcome of these assessments, the Company concluded that the investment should be accounted for under the equity method. The Company has recorded its investments in Kleo to date based on the costs of those investments, as adjusted for the Company's proportional share of Kleo's net income or loss in each period. The Company records future adjustments to the carrying value of its investment at each reporting date equal to its proportionate share of Kleo's net loss for the corresponding period. The Company recorded other expense and a corresponding reduction in the carrying value of its investment in Kleo of $6,076, $2,808 and $1,885 for its proportionate share of Kleo's net loss for the years ended December 31, 2019, 2018 and 2017, respectively. The carrying value of the Company's investment in Kleo was $5,338 and $11,414 as of December 31, 2019 and 2018, respectively, and is reported as equity method investment on the consolidated balance sheet. The carrying value of the investment represents the Company's maximum loss exposure as of December 31, 2019. The following table provides a roll forward of the carrying value of the Company's equity method investment: Carrying Value Balance as at December 31, 2017 $ 7,847 Purchase of Kleo common stock 6,375 Loss recognized in connection with equity method investment (2,808) Balance as at December 31, 2018 11,414 Loss recognized in connection with equity method investment (6,076) Balance as at December 31, 2019 $ 5,338 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2019 2018 Building and Land $ 2,140 $ 2,200 Building Improvements 4,718 3,210 Computer Hardware 1,206 420 Furniture & Fixtures 469 280 Office Equipment 441 441 $ 8,974 $ 6,551 Accumulated depreciation (932) (303) Construction in progress 110 — $ 8,152 $ 6,248 In August 2017, the Company entered into a lease agreement to consolidate our headquarters into a free standing building in New Haven, Connecticut, which we began occupying during the fourth quarter of 2018. The Company had the option to purchase the property for $2,700 and executed that option in December 2018. Depreciation expense was $629, $261 and $35 for the years ended December 31, 2019, 2018 and 2017, respectively. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following: December 31, 2019 2018 Accrued development milestones payable (Note 16) $ 12,000 $ — Accrued employee compensation and benefits 3,521 108 Accrued clinical trial costs 16,476 6,753 Accrued commercialization and other professional fees 15,408 1,636 Other 4,697 285 $ 52,102 $ 8,782 |
Liabilities Related to Sale of
Liabilities Related to Sale of Future Royalties | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Liabilities Related to Sale of Future Royalties | Liability Related to Sale of Future Royalties In June 2018, pursuant to the Funding Agreement entered into by the Company and RPI, a Delaware statutory trust, the Company issued to RPI the right to receive certain revenue participation payments, subject to certain reductions, based on the future global net sales of the Products for each calendar quarter during the royalty term contemplated by the Funding Agreement ("Revenue Participation Right"), in exchange for $100,000 in cash. Specifically, the participation rate commences at 2.1% on annual global net sales of up to and equal to $1,500,000, declining to 1.5% on annual global net sales exceeding $1,500,000. In addition, the Company had the option to repurchase 100% of the Revenue Participation Right from RPI for a purchase price of $155,000, if the Company entered into a definitive agreement to consummate a change of control (the "Buy-Back Option"). The Company did not exercise the Buy-Back Option which expired in July 2018. Concurrent with the Funding Agreement, the Company entered into a Purchase Agreement with RPI. Pursuant to the Purchase Agreement, the Company sold 1,111,111 common shares of the Company to RPI at a price of $45.00 per share, for gross proceeds of $50,000. The Company concluded that there were two units of accounting for the consideration received comprised of the liability related to sale of future royalties and the common shares. The Company accounted for the Funding Agreement with RPI as a liability financing, primarily because it has significant continuing involvement in generating the future revenue on which the royalties are based. The liability related to sale of future royalties and the related non-cash interest expense are measured based on the Company's current estimate of the timing and amount of expected future royalties expected to be paid over the estimated term of the Funding Agreement with RPI Trust using a discounted cash flow model. The liability is amortized using the effective interest rate method, resulting in recognition of non-cash interest expense over the estimated term of the agreement. Each reporting period, the Company assesses the estimated timing and amount of future expected royalty payments over the estimated term. If there are changes to the estimate, the Company recognizes the impact to the liability’s amortization schedule and the related non-cash interest expense prospectively. The Company’s estimate of the amount of expected future royalties to be paid considers the probability of success of the compounds being approved for sale, market penetration rates of the compounds upon approval, compliance rate and net pricing. Additionally, the transaction costs associated with the liability will be amortized to non-cash interest expense over the estimated term of the Funding Agreement. The Company allocated the $100,000 from the Funding Agreement and $50,000 from the Purchase Agreement among the two units of accounting on a relative fair value basis at the time of the transaction. The Company allocated $106,047 in transaction consideration to the liability, and $43,953 to the common shares. The Company determined the fair value of the common shares based on the closing stock price on the transaction date, adjusted for the trading restrictions. The transaction costs incurred related to the transactions with RPI of $377 were allocated in proportion to the allocation of total consideration to the two units of accounting. The effective interest rate under the Funding Agreement, including transaction costs, as of December 31, 2019 is approximately 22%. Biohaven recognized $26,580 and $11,726 in non-cash interest expense in the twelve months ended December 31, 2019 and 2018, respectively, related to the Funding Agreement. |
Mandatorily Redeemable Preferre
Mandatorily Redeemable Preferred Shares, net | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Mandatorily Redeemable Preferred Shares, net | Mandatorily Redeemable Preferred Shares, net In April 2019, the Company sold 2,495 Series A Preferred Shares to RPI at a price of $50,100 per preferred share pursuant to a Series A preferred share purchase agreement (the "Preferred Share Agreement"). The gross proceeds from the transaction with RPI were $125,000, with $105,000 of the proceeds used to purchase a priority review voucher ("PRV") issued by the United States Secretary of Health and Human Services to potentially expedite the regulatory review of the new drug application ("NDA") for the ODT formulation of rimegepant and the remainder of the proceeds to be used for other general corporate purposes. Pursuant to the Preferred Share Agreement, the Company may issue additional Series A Preferred Shares to RPI in up to three additional closings for an aggregate amount of $75,000 subject to the acceptance by the FDA of both NDAs with respect to the tablet formulation of rimegepant and the NDA with respect to the ODT formulation of rimegepant. As a condition for the issuance of additional Series A Preferred Shares, one NDA must be accepted under the priority review designation pathway. Both of these conditions were met in 2019. The issuance of additional Series A Preferred Shares is also subject to customary closing conditions. The issuance of additional Series A Preferred Shares is entirely at the Company’s option, and the Company is not obligated to issue any additional Series A Preferred Shares, subject to a fee up to $3,000 if not issued in total. The fee is reduced proportionally by the amount of additional Series A Preferred Shares issued up to the aggregate $75,000, in which the fee is reduced to zero. The holders of the Company's outstanding Series A Preferred Shares, will have the right to require redemption of the shares in certain circumstances. If a Change of Control, as defined in the Company's memorandum and article of association, occurs after October 5, 2019 and the Series A Preferred Shares have not previously been redeemed, the Company must redeem the Series A Preferred Shares for two times (2x) the original purchase price of the Series A Preferred Shares payable in a lump sum at the closing of the Change of Control or in equal quarterly installments following the closing of the Change of Control through December 31, 2024. If an NDA for rimegepant is not approved by December 31, 2021, the holders of the Series A Preferred Shares have the option at any time thereafter to require the Company to redeem the Series A Preferred Shares for one point two times (1.2x) the original purchase price of the Series A Preferred Shares. If no Change of Control has occurred, the Series A Preferred Shares have not previously been redeemed and (i) rimegepant is approved on or before December 31, 2024, following approval and starting one-year after approval, the Company must redeem the Series A Preferred Shares for two times (2x) the original purchase price, payable in a lump sum or in equal quarterly installments through December 31, 2024 (provided that if rimegepant is approved in 2024, the entire redemption amount must be paid by December 31, 2024) or (ii) rimegepant is not approved by December 31, 2024, the Company must redeem the Series A Preferred Shares for two times (2x) the original purchase price on December 31, 2024. The Company may redeem the Series A Preferred Shares at our option at any time for two times (2x) the original purchase price, which redemption price may be paid in a lump sum or in equal quarterly installments through December 31, 2024. In the event that the Company defaults on any obligation to redeem Series A Preferred Shares when required, the redemption amount shall accrue interest at the rate of eighteen percent (18%) per annum. If any such default continues for at least one year, the holders of such shares shall be entitled to convert, subject to certain limitations, such Series A Preferred Shares into common shares, with no waiver of their redemption rights. Under all circumstances, the Series A Preferred Shares are required to be redeemed by December 31, 2024. Accordingly, the Company has concluded the Series A Preferred Shares are mandatorily redeemable instruments and classified as a liability. The Company initially measured the liability at fair value, and will subsequently accrete the carrying value to the redemption value through non-cash interest expense using the effective interest rate method. The effective interest rate under the Preferred Share Agreement, including transaction costs, was determined to be approximately 18%, and the Company recognized $12,711 in non-cash interest expense for the twelve months ended December 31, 2019. The Company had 2,495 and no Series A preferred shares issued and outstanding as of December 31, 2019 and 2018, respectively. The following table shows the activity within the preferred share liability for the twelve months ended December 31, 2019: Carrying Value Transaction date balance $ 91,185 Non-cash interest expense recognized, net of transaction cost amortization 12,679 Gross balance at December 31, 2019 103,864 Less: Unamortized transaction costs (218) Net balance at December 31, 2019 $ 103,646 Certain scenarios as described in the Preferred Share Agreement were determined by the Company to result in a derivative liability. The with-and-without valuation method was used to determine the fair value of the embedded derivatives within the agreement. As inputs into the valuation, the Company considered the type and probability of occurrence of certain events, the amount of the payments, the expected timing of certain events, and a risk-adjusted discount rate. In accordance with ASC 815, Derivatives and Hedging, the fair value of the derivative was recorded on the balance sheet as a derivative liability with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss (see Note 3 for details on the fair value measurement). If factors change and different assumptions are used, the fair value of the derivative liability and related gains or losses could be materially different in the future. The Company recorded the payment for the PRV as research and development expense in the consolidated statements of operations and comprehensive loss, and as an operating cash outflow in the consolidated statements of cash flows. During the second quarter of 2019, the Company submitted NDAs for the acute treatment of migraine to the FDA for the Zydis ODT and tablet formulations of rimegepant. The NDA submission of rimegepant Zydis ODT was submitted using the PRV. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Warrants | Warrants Guarantor and Co-Guarantor Warrants On August 30, 2016, the Company entered into a one In connection with entering into the Credit Agreement, the Company issued warrants to purchase common shares to two of the Company’s directors in connection with a guarantee of its obligations under the agreement. The Company previously classified the warrants as a liability on its consolidated balance sheet because each warrant represented a freestanding financial instrument that was not indexed to the Company’s own shares. The warrant liability was initially recorded at fair value upon entering into the credit agreement and was subsequently remeasured to fair value at each reporting date. On January 26, 2018, the anti-dilution price protection provisions contained within the warrants issued to each of the guarantor and co-guarantor of the Credit Agreement expired. Changes in the fair value of the warrant liability, until expiration of the anti-dilution price protection provisions, were recognized as a component of other income (expense), net, in the Company’s consolidated statement of operations and comprehensive loss. Upon expiration of the provision, the Company discontinued classification of these warrants as a liability, and has accordingly reclassified the fair value of $5,203 to additional paid-in capital within shareholders’ equity. The following table provides the income (expense) related to the warrant liability that the Company recorded net within other income (expense) in the consolidated statements of operations: Twelve Months Ended December 31, 2019 2018 2017 Expense from change in fair value of warrant liability $ — $ (1,182) $ (3,241) Both warrants, each to purchase 107,500 common shares at an exercise price of $9.2911 per share, were exercised in March 2019, resulting in proceeds to the Company of $1,998. Fox Chase Chemical Diversity Center Inc. In May 2019, the Company entered into an agreement with Fox Chase Chemical Diversity Center Inc. ("FCCDC") for FCCDC's TDP-43 assets (the "FCCDC Agreement"). 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, Biohaven issued 100,000 of its common shares to FCCDC valued at $5,646. As of the end of the second quarter of 2019, the payment was recorded in accounts payable and research and development expense as the shares had not settled during the quarter. Upon settlement of the shares in July 2019, the Company transferred the value of the common shares issued to FCCDC from accounts payable to common stock. In addition to the common shares issued to FCCDC, Biohaven is obligated to pay FCCDC milestone payments totaling up to $4,500 with $1,000 for each additional NDA filing (See Note 13). The Company also issued a warrant to FCCDC, granting FCCDC the option to purchase up to 100,000 Biohaven common shares, at a strike price of $56.46 per share, subject to vesting upon achievement of certain milestones in development of TD-43. The warrant has standard terms and conditions for exercise and has accelerated vesting in the event of a change of control of Biohaven. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders' Equity Issuance of Common Shares for the January 2020 Offering In January 2020, the Company issued and sold 4,830,917 common shares at a public offering price of $51.75 per share for net proceeds of approximately $245,877 after deducting underwriting discounts and commissions of approximately $3,623 and other offering expenses of approximately $500. In addition, in February 2020, the underwriter of the January follow-on offering exercised its option to purchase additional shares, and the Company issued and sold 724,637 common shares for net proceeds of approximately $36,956 after deducting underwriting discounts and commissions of approximately $543. Thus, the aggregate net proceeds to the Company from the follow-on offering, after deducting underwriting discounts and commissions and other offering costs, were approximately $282,833. Issuance of Common Shares for the June 2019 Offering In June 2019, the Company issued and sold 6,976,745 common shares at a public offering price of $43.00 per share for net proceeds of approximately $281,100 after deducting underwriting discounts and commissions of approximately $18,000 and other offering expenses of approximately $900. In addition, in July 2019, the underwriters of the follow-on offering partially exercised their option to purchase additional shares, and the Company issued and sold 525,000 common shares for net proceeds of approximately $21,221 after deducting underwriting discounts and commissions of approximately $1,354. Thus, the aggregate net proceeds to the Company from the follow-on offering, after deducting underwriting discounts and commissions and other offering costs, were approximately $302,321. Exercise of Related Party Warrants In connection with a guarantee of its obligations under the Credit Agreement, the Company issued warrants, each to purchase 107,500 common shares at an exercise price of $9.9211 per share, to two of its directors. Both warrants were exercised in March 2019, and common shares settled in the second quarter of 2019 (See Note 10). Issuance of Common Shares for the December 2018 Offering In December 2018, we closed on an underwritten public offering of 3,859,060 of common shares, including the full exercise of the underwriters' option to purchase additional shares, at a price to the public of $37.25 per share. The aggregate gross proceeds to the Company from the offering, before deducting the underwriting discounts and commissions and offering expenses payable, were approximately $143,750. 2018 License Agreement with AstraZeneca In September 2018, the Company entered into a License Agreement (the “2018 AstraZeneca Agreement”) with AstraZeneca AB (“AstraZeneca”). 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 settlement date (see Note 13). Private Placements In June 2018, pursuant to the Purchase Agreement between the Company and RPI (Note 8), the Company sold 1,111,111 common shares to RPI at a price of $45.00 per common share for net proceeds of $49,889 after deducting offering expenses of $111. In March 2018, the Company sold an aggregate of 2,000,000 common shares in a private placement at a price of $27.50 per share, for net proceeds of $52,013 (“Private Placement”) after deducting underwriting discounts and commissions of $2,800 and other offering expenses of $187. Subsequent to the closing of the Private Placement, the Company paid BMS the $50,000 upfront payment under the BMS Amendment (see Note 13). Agreement with ALS Biopharma, LLC In April 2018, ALS Biopharma exercised a warrant for the purchase of 325,000 shares through a net share settlement, resulting in an issuance of 261,140 shares. In January 2018, ALS Biopharma exercised a warrant for the purchase of 275,000 shares through a net share settlement, resulting in an issuance of 228,219 shares. Issuance of Common Shares for the May 2017 Initial Public Offering In connection with the completion of its IPO in May 2017, the Company amended its memorandum and articles of association to authorize the issuance of up to 200,000,000 no par value common shares. Each common share entitles the holder to one vote on all matters submitted to a vote of the Company's shareholders. Common shareholders are entitled to receive dividends, as may be declared by the board of directors. On May 3, 2017, the Company's registration statement on Form S-1 relating to the IPO was declared effective by the SEC. The IPO closed on May 9, 2017 and the Company issued and sold 9,900,000 common shares at a public offering price of $17.00 per share for net proceeds of $152,651 after deducting underwriting discounts and commissions of $11,781 and other offering expenses of $3,868. Upon the closing of the IPO, all convertible preferred shares then outstanding converted into an aggregate of 9,358,560 common shares. In addition, on May 9, 2017, the underwriters of the IPO fully exercised their option to purchase additional shares, and on May 11, 2017, the Company issued and sold 1,485,000 common shares for net proceeds of $23,478 after deducting underwriting discounts and commissions of $1,767. The aggregate net proceeds to the Company from the IPO, after deducting underwriting discounts and commissions and offering expenses, were $176,128. In connection with the completion of its IPO, the Company issued an aggregate of 1,883,523 common shares to BMS and AstraZeneca in satisfaction of obligations to contingently issue equity securities pursuant to the license agreements (see Note 13), for no additional consideration. Convertible Preferred Shares In February 2017, the Company completed the Series A Second Closing through the issuance and sale of an aggregate of 4,305,182 Series A preferred shares. The conversion option associated with the Series A preferred shares sold in the second closing met the definition of a BCF as the fair value of the underlying common shares exceeded the stated conversion price. Upon the sale and issuance of the Series A preferred shares, $2,406 of the BCF was immediately accreted, as this represented the difference between the stated conversion price and per share value of the common shares. The remaining portion of the BCF was being amortized using the effective interest method over the period from the date of issuance to the date of the earliest possible conversion, October 1, 2017. In May 2017, upon the completion of the Company's IPO, all of the outstanding Series A preferred shares were automatically converted into an aggregate of 9,358,560 common shares. Upon conversion of the Series A preferred shares, the remaining unamortized BCF was reclassified to additional paid-in capital as a deemed dividend. |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation 2014 Equity Incentive Plan The Company's 2014 Equity Incentive Plan, as amended (the "2014 Plan"), provided for the Company to sell or issue common shares or restricted common shares, or to grant 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 Company. The exercise prices, vesting and other restrictions are determined at the discretion of the board of directors, or their committee if so delegated, except that the exercise price per share of stock options may not be less than 100% of the fair market value of the common share on the date of grant and the term of stock option may not be greater than 10 years. The total number of common shares that were issuable under the 2014 Plan was 4,000,000 common shares as of December 31, 2016. In January 2017, the Company effected an increase, effective October 28, 2016, in the number of common shares reserved for issuance under the 2014 Plan from 4,000,000 to 4,899,230 common shares. Upon effectiveness of the 2017 Equity Incentive Plan, there are no further common shares authorized for grant under the 2014 Plan. 2017 Equity Incentive Plan In April 2017, the Company's shareholders approved the 2017 Equity Incentive Plan (the "2017 Plan"), which became effective on May 3, 2017 in connection with the Company's IPO. The 2017 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 2017 Plan provides for the grant of performance cash awards. Upon the effectiveness of the 2017 Plan, there were 7,611,971 common shares reserved for issuance under the 2017 Plan, which consisted of 2,712,741 common shares reserved for future issuance under the 2017 Plan, 4,898,858 common shares reserved for issuance upon the exercise of outstanding options granted under the 2014 Plan, and 372 unallocated common shares remaining in the 2014 Plan share pool. In January 2018 and 2019, the board of directors approved an increase in the number of common shares reserved for future issuance under the 2017 Plan of 1,437,228 and 1,767,901, respectively. As of December 31, 2019, 37,328 common shares remained available for future issuance under the 2017 Plan. In January 2020, the Board of Directors approved an additional increase in the number of common shares reserved for future issuance under the 2017 Plan of 2,095,040. Vesting periods are determined at the discretion of the board of directors. Stock options and RSUs typically vest over three During the years ended December 31, 2019, 2018 and 2017, the Company granted options to purchase common shares to employees and directors of 2,168,950, 1,810,000 and 2,335,106, respectively. Also during the year ended December 31, 2019, the Company granted 118,600 RSUs. There were no RSUs granted during the years ended December 31, 2018 and 2017. The Company recorded non-cash share-based compensation expense for options and RSUs granted to employees and directors of $46,936, $11,246 and $5,210 during the years ended December 31, 2019, 2018 and 2017, respectively. During the years ended December 31, 2019, 2018 and 2017 the Company granted options to purchase 212,625, 145,000 and 273,537 common shares to non-employees, respectively. There were no RSUs granted to non-employees during the years ended December 31, 2019, 2018 and 2017. The Company recorded non-cash share-based compensation expense for options granted to non-employees of $8,036, $5,679 and $8,029 during the years ended December 31, 2019, 2018 and 2017, respectively. Non-Cash Share-Based Compensation Expense Non-cash share-based compensation 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 Year Ended December 31, 2019 2018 2017 Research and development expenses $ 26,284 $ 8,371 $ 6,933 General and administrative expenses 28,688 8,554 6,306 $ 54,972 $ 16,925 $ 13,239 As of December 31, 2019, total unrecognized compensation cost related to the unvested share-based awards was $90,101, which is expected to be recognized over a weighted average period 2.6 years. Stock Options All stock option grants are awarded at fair value on the date of grant. The fair value of stock options is estimated using the Black-Scholes option pricing model and stock-based compensation is recognized on a straight-line basis over the requisite service period. Stock options granted generally become exercisable over a three four The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company's common shares for those stock options that had exercise prices lower than the fair value of the Company's common shares at December 31, 2019. The total intrinsic value of outstanding stock options for the years ended December 31, 2019, 2018 and 2017 was $284,300, $156,518 and $107,072, respectively. The total fair value of options vested for the years ended December 31, 2019, 2018 and 2017 was $67,510, $25,876 and $15,494, respectively. The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors under the 2014 Plan and the 2017 Plan (collectively, the "Plans") were as follows, presented on a weighted average basis: Year Ended December 31, 2019 2018 2017 Risk-free interest rate 1.90 % 2.91 % 2.10 % Expected term (in years) 5.87 6.25 6.02 Expected volatility 72.10 % 73.03 % 73.26 % Expected dividend yield — % — % — % Exercise price $ 50.53 $ 32.35 $ 18.47 The assumptions that the Company used to determine the grant-date fair value of stock options granted to non-employees under the Plans were as follows, presented on a weighted average basis: Year Ended December 31, 2019 2018 2017 Risk-free interest rate 2.21 % 3.06 % 2.35 % Expected term (in years) 10.00 10.00 10.00 Expected volatility 74.04 % 74.50 % 71.12 % Expected dividend yield — % — % — % Exercise price $ 49.73 $ 32.42 $ 18.23 As of December 31, 2019, unrecognized compensation expense related to unvested stock options totaled $85,163, which the Company expects to be recognized over a weighted-average period of 2.58 years. The Company expects approximately 3,893,495 of the unvested stock options to vest over the requisite service period. The following table is a summary of the Company's stock option activity for the year ended December 31, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding at December 31, 2018 7,444,179 $ 15.99 Granted 2,381,575 $ 50.46 Exercised (372,739) $ 16.83 Forfeited (30,000) $ 44.59 Outstanding at December 31, 2019 9,423,015 $ 24.58 7.67 $ 284,300 Options exercisable at December 31, 2019 5,529,520 $ 15.48 6.81 $ 215,938 Vested at December 31, 2019 and expected to vest in the future 9,423,015 $ 24.58 7.67 $ 284,300 Restricted Share Units The Company’s RSUs are considered nonvested share awards and require no payment from the employee. For each RSU, employees receive one share of common stock at the end of the vesting period. The employee can elect to receive the one share of common stock net of taxes or pay for taxes separately and receive the entire share. Compensation cost is recorded based on the market price of the Company’s common stock on the grant date and is recognized on a straight-line basis over the requisite service period. As of December 31, 2019, there was $4,938 of total unrecognized compensation cost related to Company RSUs that are expected to vest. These costs are expected to be recognized over a weighted-average period of 2.90 years. The total fair value of RSUs vested during 2019 was $1,702. The following table is a summary of the RSU activity for the year ended December 31, 2019: Number of Shares Weighted Average Grant Date Fair Value Unvested outstanding as of December 31, 2018 — $ — Granted 118,600 $ 57.40 Forfeited — $ — Vested (29,650) $ 57.40 Unvested outstanding as of December 31, 2019 88,950 $ 57.40 |
License and Other Agreements
License and Other Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
License and Other Agreements | License and Other Agreements Amendment to License Agreement with Yale In September 2013, the Company entered into an exclusive license agreement with Yale (the "Yale Agreement") 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. As part of the consideration for this license, the Company issued Yale 250,000 common shares and granted Yale the right to purchase up to 10% of the securities issued in specified future equity offerings by the Company, in addition to the obligation to issue shares to prevent anti-dilution. The obligation to contingently issue equity to Yale was no longer outstanding as of December 31, 2018. The Yale Agreement was amended and restated in May 2019. As amended, the Company agreed to pay Yale 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 a low single-digit percentage of sublicense income that it receives. To date, no milestone or royalty payments have been made under this agreement. The Yale Agreement, as amended and restated, requires the Company to meet certain due diligence requirements based upon specified milestones relating to riluzole or troriluzole based products. The Company can elect to extend the deadline for its compliance with the due diligence requirements by a maximum of one year upon the payment to Yale of up to $150. The Company is also required to reimburse Yale for any fees that Yale incurs related to the filing, prosecution, defending and maintenance of patent rights licensed under the Yale Agreement. In the event that the Company fails to make any payments, commits a material breach, fails to maintain adequate insurance or challenges the patent rights of Yale, Yale can terminate the Yale Agreement. The Company can terminate the Yale Agreement (i) upon 90 days' notice to Yale, (ii) if Yale commits a material breach of the Yale Agreement or (iii) as to a specific country if there are no valid patent rights in such country. The Yale Agreement expires on a country-by-country basis upon the later of the date on which the last patent rights expire in such country or ten years from the date of the first sale of a product incorporating the licensed patents or the Company’s patents relating to troriluzole. MGH Agreement In September 2014, the Company entered into a license agreement (the "MGH Agreement") with The General Hospital Corporation d/b/a Massachusetts General Hospital ("MGH"), pursuant to which MGH 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, related to treating depression with a combination of ketamine and scopolamine. The Company was obligated to pay MGH annual license maintenance fees and future milestone payments of up to $750 upon the achievement of specified clinical and regulatory milestones and up to $2,500 upon the achievement of specified commercial milestones. The Company had also agreed to pay MGH royalties between zero and ten percent based on net sales of products licensed under the agreement. In July 2019, the Company elected to terminate the agreement. Upon termination, the Company is no longer subject to future milestone or royalty payments under the MGH Agreement. ALS Biopharma Agreement In August 2015, the Company entered into an agreement (the "ALS Biopharma Agreement") with ALS Biopharma and 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 agreement, payable on a quarterly basis. To date, no milestone or royalty payments have been made under this agreement. In connection with the ALS Biopharma Agreement, the Company also issued to ALS Biopharma (i) 50,000 common shares; (ii) an immediately exercisable warrant to purchase 275,000 common shares at an exercise price of $5.60 per share; and (iii) a warrant to purchase 325,000 common shares at an exercise price of $5.60 per share, which warrant would become exercisable upon the Company's achievement of a specified regulatory milestone which was met in May 2016 (see Note 9). 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. The Company recorded no research and development expenses during the years ended December 31, 2019, 2018 and 2017, as a result of the ALS Biopharma Agreement, which amounts consist of the fair value of the shares and warrants upon their issuance to ALS Biopharma. Rutgers Agreement In June 2016, the Company entered into an exclusive license agreement (the "Rutgers Agreement") with Rutgers, The State University of New Jersey ("Rutgers"), licensing several patents and patent applications related to the use of riluzole to treat various cancers. Under the Rutgers Agreement, the Company is required to pay Rutgers annual license maintenance fees until the first commercial sale of a licensed product, at which point the Company will pay Rutgers minimum annual royalties. The Company is also obligated to pay Rutgers up to $825 in the aggregate upon the achievement of specified clinical and regulatory milestones. The Company agreed to pay Rutgers royalties of a low single-digit percentage of net sales of licensed products sold by the Company, its affiliates or its sublicensees, subject to a minimum amount of up to $100 per year. If the Company grants any sublicense rights under the Rutgers Agreement, the Company must pay Rutgers a low double-digit percentage of sublicense income it receives. Under the Rutgers Agreement, in the event that the Company experiences a change of control or sale of substantially all of its assets prior to the initiation of a Phase 3 clinical trial related to products licensed under the agreement, and such change of control or sale results in a full liquidation of the Company, the Company will be obligated to pay Rutgers a change-of-control fee equal to 0.30% of the total value of the transaction, but not less than $100. The Company determined that the change-of-control payment should be accounted for as a liability. The fair value of the obligation for all periods presented was $0 based on the Company's assessment that the probability of a change-in-control event occurring prior to the initiation of a Phase 3 clinical trial related to products licensed under the agreement was remote. The Rutgers Agreement also requires the Company to meet certain due diligence requirements based upon specified milestones. The Company can elect to extend the deadline for its compliance with the due diligence requirements by a maximum of one year upon payments to Rutgers of up to $500 in the aggregate. Under the Rutgers Agreement, the Company is required to reimburse Rutgers for any fees that Rutgers incurs related to the filing, prosecution, defending, and maintenance of patent rights licensed under the agreement. The Rutgers Agreement expires upon expiration of the patent rights under the agreement or ten years from the date of first commercial sale of a licensed product, whichever is later, unless terminated by either party. BMS Agreement In July 2016, the Company entered into an exclusive, worldwide license agreement with BMS (the "BMS Agreement") for the development and commercialization rights to rimegepant and BHV-3500, as well as other CGRP-related intellectual property. In exchange for these rights, the Company agreed to pay BMS initial payments, milestone payments and royalties on net sales of licensed products under the agreement. The Company is obligated to make milestone payments to BMS upon the achievement of specified development and commercialization milestones. The development milestone payments due under the agreement depend on the licensed product being developed. With respect to rimegepant, the Company is obligated to pay up to $127,500 in the aggregate upon the achievement of the development milestones. For any product other than rimegepant, the Company is obligated to pay up to $74,500 in the aggregate upon the achievement of the development milestones. In addition, the Company is obligated to pay up to $150,000 for each licensed product upon the achievement of commercial milestones. If the Company receives revenue from sublicensing any of its rights under the agreement, it is also obligated to pay a portion of that revenue to BMS. The Company is also obligated to make tiered royalty payments to BMS based on annual worldwide net sales, with percentages in the low to mid-teens. Under the BMS Agreement, the Company is obligated to use commercially reasonable efforts to develop licensed products and to commercialize at least one licensed product using the patent rights licensed from BMS and is solely responsible for all development, regulatory and commercial activities and costs. The Company is also required to reimburse BMS for any fees that BMS incurs related to the filing, prosecution, defending, and maintenance of patent rights licensed under the BMS Agreement. Under the BMS Agreement, BMS transferred to the Company manufactured licensed products, including certain materials that will be used by the Company to conduct clinical trials. The BMS Agreement will terminate on a licensed product-by-licensed product and country-by-country basis upon the expiration of the royalty term with respect to each licensed product in each country. BMS has the right to terminate the agreement upon the Company's insolvency or bankruptcy, the Company's uncured material breach of the agreement, including the failure to meet its development and commercialization obligations, or if the Company challenges any of BMS's patent rights. The Company has the right to terminate the BMS Agreement if BMS materially breaches the agreement or if, after the Company provides notice, it chooses not to move forward with development and commercialization in a specific country. The BMS Agreement required the Company to complete a financing transaction with gross proceeds of at least $30,000, of which a minimum of $22,000 was to be from investment in equity prior to October 17, 2016, unless extended by mutual agreement of the Company and BMS. The BMS Agreement was amended, effective October 14, 2016, to extend the deadline for completing the financing transaction to October 31, 2016, on which date the Series A First Closing was completed (see Note 12). Under the BMS Agreement, the Company also agreed to issue BMS common shares in the amount of $12,500, which shares are contingently issuable upon the earliest to occur of (i) the initiation of a Phase 3 trial for the first licensed compound to reach such milestone, (ii) the Company's IPO or (iii) an event resulting in the change of control of the Company. Under the terms of the BMS Agreement, if the qualifying financing transaction involves the issuance of preferred shares, BMS is entitled to receive preferred shares instead of common shares, at its option. BMS also had the right to purchase up to 8%, on a fully diluted basis, of shares issued in a qualifying financing transaction (as defined in the BMS Agreement) on the same terms and rights as all other investors involved in the financing. The number of shares issuable to BMS under the agreement will be determined by dividing $12,500 by a price per share equal to the lower of (i) the price per share paid by investors in the Series A First Closing, or $9.2911 (see Note 12), or (ii) the price per share paid by investors in any subsequent financing event that occurs prior to the events specified above. The obligation to contingently issue equity to BMS is classified as a liability on the consolidated balance sheet because it represents an obligation to issue a variable number of shares for a fixed dollar amount. Upon entering into the BMS Agreement, the issuance-date fair value of the contingent equity liability of $13,125 was recognized as research and development expense in the consolidated statement of operations and comprehensive loss. The Company remeasured the fair value of the contingent equity liability at each reporting date since the date of issuance, recognizing changes in the fair value of the contingent equity liability as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent equity liability continued to be recognized until the occurrence of a triggering event, which occurred in May 2017 with the completion of the IPO. In May 2017, in connection with the completion of its IPO, the Company issued 1,345,374 common shares to BMS in satisfaction of its obligation to contingently issue equity securities pursuant to the license agreement and remeasured the contingent equity liability to fair value. The Company recognized expense of $0, $8,809 and $13,125 during the years ended December 31, 2019, 2018 and 2017, respectively, as a result of changes to the fair value of the contingent equity liability prior to its extinguishment in May 2017. The Company recorded $17,500, $2,000 and $5,000 of research and development expense related to the BMS Agreement during the years ended December 31, 2019 , 2018 and 2017, respectively, for the achievement of specified milestones. Amendment to License Agreement with BMS In March 2018, the Company entered into an Amendment to License Agreement with BMS (the “BMS Amendment”), which amends the License Agreement between the Company and BMS from July 2016 (the “Original License Agreement” and, as amended by the BMS Amendment, the “BMS License Agreement”). Under the BMS Amendment, the Company paid BMS an upfront payment of $50,000 in return for a low single-digit reduction in the royalties payable on net sales of rimegepant and a mid single-digit reduction in the royalties payable on net sales of BHV-3500, recorded in Research and Development expense in the Consolidated Statements of Operations and Comprehensive Loss. Under the Original License Agreement, the Company was obligated to make tiered royalty payments based on annual worldwide net sales of licensed products upon their approval and commercialization, with percentages in the low- to mid-teens. The BMS Amendment also removes BMS’s right of first negotiation to regain its intellectual property rights or enter into a license agreement with the Company following the Company’s receipt of topline data from its Phase 3 clinical trials with rimegepant, and clarifies that antibodies targeting CGRP are not prohibited as competitive compounds under the non-competition clause of the Original License Agreement. The BMS License Agreement continues to provide the Company with exclusive global development and commercialization rights to rimegepant, BHV-3500 and related CGRP molecules, as well as related know-how and intellectual property. The Company’s obligations to make development and commercial milestone payments to BMS under the Original License Agreement remain unchanged. 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 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 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 agreement and total up to $120,000. The Company has also agreed to pay tiered royalties based on net sales of all products licensed under the agreement of mid-single-digit to low double-digit percentages. 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. To date, no payments have been made related to these milestones or royalties. 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, unless earlier terminated by either party, or on a country-by-country basis ten years after the first commercial sale. As part of the consideration under the 2016 AstraZeneca Agreement, the Company agreed to issue to AstraZeneca common shares in the amount of $10,000 if the Company completed a qualifying equity financing resulting in proceeds of at least $30,000 prior to December 29, 2016. Under the terms of the 2016 AstraZeneca Agreement, if the qualifying financing transaction involved the issuance of preferred shares, AstraZeneca would be entitled to receive preferred shares instead of common shares, at its option. The number of shares issued would be determined based on the price per share paid by investors in the qualifying financing transaction. Upon the occurrence of the qualifying financing transaction, 50% of the shares would be issuable upon the closing of the transaction (the "First Tranche") and the other 50% would become issuable upon the earlier of (i) the initiation of a Phase 2b or equivalent clinical trial of a product candidate based on the licensed patent rights or (ii) any liquidity event, including an IPO of the Company, any change of control of the Company or any assignment of the Company's rights and obligations under the 2016 AstraZeneca Agreement (the "Second Tranche"). The number of shares issuable to AstraZeneca in each of the First Tranche and the Second Tranche is determined by dividing $5,000 by the price per share paid by investors in the Company's Series A First Closing, or $9.2911 (see Note 10). In addition, AstraZeneca had the right to purchase up to 8%, on a fully diluted basis, of shares issued in such qualifying financing transaction, on the same terms and rights as all other investors involved in the financing. In October 2016, upon completion of the Series A First Closing (see Note 10), the contingency associated with the First Tranche of contingently issuable equity related to the occurrence of a qualified financing was satisfied. As a result, the Company issued to AstraZeneca 538,150 Series A preferred shares with an aggregate fair value of $5,000, or $9.2911 per share. Upon issuance of the 538,150 Series A preferred shares to AstraZeneca, the Company reclassified the contingent equity liability associated with the First Tranche of $5,000 to the carrying value of Series A preferred shares. The Company determined that the fair value of the contingent equity liability associated with the Second Tranche at each reporting date since the date of issuance, recognizing changes in the fair value of the contingent equity liability as a component of other income (expense), net in the consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent equity liability continued to be recognized until the occurrence of a triggering event, which occurred in May 2017 with the completion of the IPO. In May 2017, in connection with the completion of its IPO, the Company issued 538,149 common shares to AstraZeneca in satisfaction of its obligation to contingently issue the Second Tranche of equity securities pursuant to the license agreement and remeasured the contingent equity liability to fair value. The Company recognized expense of $4,273 during the year ended December 31, 2017 as a result of changes to the fair value of the contingent equity liability prior to its extinguishment in May 2017. RPharm Agreement In November 2017, the Company entered into a consulting agreement with R PHARM US related to the commercial preparation for BHV-0223. In addition to fixed quarterly consulting expenses under the agreement, which are currently on hold pending resolution of the NDA filing status for BHV-0223, the Company agreed to pay up to $2,500 upon achievement of specific commercial milestones. The Company paid $22 and $1,400 to R PHARM US under this agreement during the years ended December 31, 2019 and 2018, respectively. Catalent Agreements for Rimegepant In January 2018, the Company entered into an exclusive world-wide license and development agreement with Catalent, Inc. pursuant to which the Company obtained certain license rights to the Zydis ODT technology for use with rimegepant. If the Company obtains regulatory approval or launches a rimegepant product that utilizes the Zydis ODT technology, the Company is obligated to pay Catalent up to $1,500 upon the achievement of specified regulatory and commercial milestones. If the Company commercializes a rimegepant product that utilizes the Zydis ODT technology, the agreement permits the Company to purchase the commercial product from Catalent at a fixed price, inclusive of a royalty. Under the agreement, Catalent will not develop or manufacture a formulation of any oral CGRP compound using Zydis ODT technology for itself or a third party until 2031, subject to certain minimum commercial revenues. Under this agreement, the Company is responsible for conducting clinical trials and preparing and filing regulatory submissions. The Company has the right to sublicense its rights under the agreement subject to Catalent’s prior written consent. Catalent has the right to enforce the patents covering the Zydis technology and to defend any allegation that a formulation using Zydis technology, such as rimegepant, infringes a third party’s patent. This agreement terminates on a country-by-country basis upon the later of (i) 10 years after the launch of the most recently launched product in such country and (ii) the expiration of the last valid claim covering each product in such country, unless earlier voluntarily terminated by the Company. This agreement automatically extends for one In July 2018, the Company entered into a commercial supply agreement with Catalent pursuant to which Catalent will exclusively manufacture and supply the Company's worldwide requirements for rimegepant in the Zydis ODT delivery formulation, if the Company pursues and receives regulatory approval of this formulation of rimegepant, for an initial term of five years after its commercial launch with optional two Revenue Participation Right with RPI Finance Trust In June 2018, pursuant to the Funding Agreement entered into by the Company and RPI (Note 7), the Company granted to RPI the right to receive certain revenue participation payments, subject to certain reductions, based on the future global net sales of the Products, for each calendar quarter during the royalty term contemplated by the Funding Agreement, in exchange for $100.0 million in cash. Specifically, the participation rate commences at 2.1 percent on annual global net sales of up to and equal to $1.5 billion, declining to 1.5 percent on annual global net sales exceeding $1.5 billion. In addition, the Company had the option to repurchase 100% of the Revenue Participation Right from RPI for a purchase price of $155.0 million, if the Company entered into a definitive agreement to consummate a change of control. The Company did not exercise the Buy-Back Option which expired in July 2018. 2018 License Agreement with AstraZeneca In September 2018, the Company entered into the 2018 AstraZeneca Agreement. 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, both of which are included in research and development expense, 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, we will pay AstraZeneca tiered royalties ranging from high single-digit to low double-digits based on net sales of specified approved products, subject to specified reductions. AstraZeneca granted Biohaven exclusive worldwide rights to develop and commercialize AZD3241, an oral myeloperoxidase (“MPO”) inhibitor that AstraZeneca progressed through Phase 2 clinical trials. We plan to conduct a Phase 3 clinical trial of this product candidate, which will now be referred to as verdiperstat, for the treatment of multiple system atrophy (“MSA”), a rare, rapidly progressive and fatal neurodegenerative disease with no cure or effective treatments. We are now solely responsible, and has agreed to use commercially reasonable efforts, for all development, regulatory and commercial activities related to verdiperstat. We 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 sublicensee to AstraZeneca in addition to any milestone payments we would otherwise be obligated to pay. We are also now responsible for the prosecution and maintenance of the patents related to verdiperstat and has the first right to prosecute infringement of the patents and defend challenges to the validity or enforceability of the patents. The 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. Each royalty term begins on the date of the first commercial sale of the licensed product in the applicable country and ends on the later of 10 years from such first commercial sale or the expiration of the last to expire of the applicable patents in that country. The Agreement may be terminated earlier in specified situations, including termination for uncured material breach of the Agreement by either party, termination by AstraZeneca in specified circumstances, termination by us on a country-by-country basis with advance notice and termination upon a party’s insolvency or bankruptcy. License Agreement with the University of Connecticut 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 this agreement, we have 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. If the Company chooses to exercise the option, it would be obligated to pay UConn upon the achievement of specified regulatory and commercial milestones, and royalties of a low single-digit percentage of net sales of licensed products sold by the Company, its affiliates or its sublicensees. Biotech Value Advisors Agreement In March 2019, the Company entered into a master services agreement with Biotech Value Advisors, LLC related to the commercial preparation for several of the Company's late-stage product candidates. In addition to fixed quarterly consulting expenses under the agreement, the Company agreed to pay up to $2,000 upon achievement of specified commercial milestones. Fox Chase Chemical Diversity Center Inc. Agreement In May 2019, Biohaven entered into the FCCDC Agreement in 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, Biohaven issued 100,000 of its common shares to FCCDC valued at $5,646. As of the end of the second quarter of 2019, the payment was recorded in accounts payable and research and development expense as the shares had not settled during the quarter. Upon settlement of the shares in July 2019, the Company transferred the value of the common shares issued to FCCDC from accounts payable to common stock. In addition, Biohaven 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 Biohaven common shares, at a strike price of $56.46 per share, subject to vesting upon achievement of certain milestones in development of TD-43 (see Note 10). In connection with the FCCDC Agreement, Biohaven and FCCDC have established a TDP-43 Research Plan that provides for certain milestones to be achieved by FCCDC, and milestone payments to be made by the Company up to $1,500 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 zero to ten percent 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 payments 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 can be terminated on a country-by-country basis and product-by-product basis upon expiration of the royalty term for such product in such country. Each royalty term begins on the date of the first commercial sale of the licensed product in the applicable country and ends on the expiration of the last to expire of the applicable patents in that country. The FCCDC Agreement may be terminated earlier in specified situations, including termination for uncured material breach of the FCCDC Agreement by either party, termination by FCCDC in specified circumstances, termination by the Company on a country-by-country basis with advance notice and termination upon a party's insolvency or bankruptcy. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesAs a company incorporated in the British Virgin Islands ("BVI"), the Company is principally subject to taxation in the BVI. Under the current laws of the BVI, tax on a company's income is assessed at a zero percent tax rate. As a result, the Company has not recorded any income tax benefits from its losses incurred in the BVI during each reporting period, and no net operating loss carryforwards will be available to the Company for those losses. The Company has historically outsourced all of the research and clinical development for its programs under a master services agreement with Biohaven Pharmaceuticals, Inc., a Delaware corporation ("BPI"). As a result of providing services under this agreement, BPI was profitable during the years ended December 31, 2019, 2018 and 2017, and BPI is subject to taxation in the United States. Our provision for income taxes has historically been comprised of Federal alternative minimum tax, and state taxes through December 31, 2017, and federal tax due to general business credit limitations and state taxes in 2018 and 2019. As of December 31, 2019, we evaluated our deferred tax assets and determined that a full valuation allowance on these assets was appropriate due to excess credits. Income (loss) before provision for income taxes consisted of the following: Year Ended December 31, 2019 2018 2017 BVI $ (541,625) $ (246,829) $ (130,359) Foreign (U.S.) 13,239 6,374 4,175 Loss before provision for income taxes $ (528,386) $ (240,455) $ (126,184) The provision for income taxes consisted of the following: Year Ended December 31, 2019 2018 2017 Current income tax provision: BVI $ — $ — $ — Foreign (U.S. federal and state) 419 467 997 Total current income tax provision 419 467 997 Deferred income tax provision (benefit): BVI — — — Foreign (U.S. federal and state) — — 9 Total deferred income tax provision (benefit) — — 9 Total provision for income taxes $ 419 $ 467 $ 1,006 A reconciliation of the BVI statutory income tax rate of 0% to the Company's effective income tax rate is as follows: Year Ended December 31, 2019 2018 2017 BVI statutory income tax rate 0.0 % 0.0 % 0.0 % Foreign tax rate differential 0.3 0.6 1.2 Tax Credits (2.2) (3.5) (2.7) Change in valuation allowance 1.9 3.4 2.2 Other 0.1 (0.3) 0.1 Effective income tax rate 0.1 % 0.2 % 0.8 % Net deferred tax assets (liabilities) consisted of the following: December 31, 2019 2018 Deferred tax assets: Foreign net operating loss carryforwards $ — $ — Tax credits 21,083 11,396 Other 1 1 Valuation allowance (20,728) (10,957) Total deferred tax assets, net 356 440 Deferred tax liabilities: Other (356) (440) Total deferred tax liabilities (356) (440) Net deferred tax assets $ — $ — As of December 31, 2019 and 2018, the Company had no remaining foreign net operating loss carryforwards. The Company had federal and state research and development credits of $14,845 and $1,214 which begin to expire in 2037. As of December 31, 2019 the Company had federal orphan drug credits of $5,279 which begin to expire in 2038. On December 22, 2017, the Tax Cuts and Jobs Act ("The Act"), was signed into law, resulting in significant changes to the Internal Revenue Code of 1986, as amended. These changes include a federal statutory rate reduction from 35% to 21%, limitation on the amount of research and development expenses deductible per year beginning in years after 2021, reduction of the Orphan Drug Credit from 50% to 25% of qualified clinical testing expenditures, increased limitations on certain executive compensation, elimination of the Corporate Alternative Minimum Tax, and modifying or repealing other business deductions and credits. The revaluation of our deferred tax assets due to The Act was not material. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2019, 2018 and 2017 were due primarily to generation of excess credits and were as follows: Year Ended December 31, 2019 2018 2017 Valuation allowance as of beginning of year $ 10,957 $ 2,784 $ — Decreases recorded as benefit to income tax provision — — — Increases recorded to income tax provision 9,771 8,173 2,784 Valuation allowance as of end of year $ 20,728 $ 10,957 $ 2,784 The Company has not recorded any amounts for unrecognized tax benefits as of December 31, 2019 or 2018. The Company's policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December 31, 2019 or 2018, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company's statement of operations and comprehensive loss. BPI files income tax returns in the U.S. and certain state jurisdictions. BPI's U.S. federal and state income tax returns are subject to tax examinations for the tax year ended December 31, 2016 and subsequent years. There are currently no income tax examinations pending. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Net Loss per Share Basic and diluted net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. was calculated as follows: Year Ended December 31, 2019 2018 2017 Numerator: Net loss $ (528,805) $ (240,922) $ (127,190) Accretion of beneficial conversion feature on Series A preferred shares — — (12,006) Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ (528,805) $ (240,922) $ (139,196) Denominator: Weighted average common shares outstanding—basic and diluted 48,489,890 39,188,458 27,845,576 Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.—basic and diluted $ (10.91) $ (6.15) $ (5.00) The Company's potential dilutive securities, which include stock options and warrants to purchase common shares, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common shareholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common shareholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2019 2018 2017 Options to purchase common shares 9,423,015 7,444,179 6,151,643 Warrants to purchase common shares 106,751 221,751 821,751 Restricted Share Units 88,950 — — 9,618,716 7,665,930 6,973,394 In January 2017, the Company issued warrants to purchase common shares to each of the Guarantor and Co-Guarantor of the Credit Agreement (see Note 10), pursuant to which each of the Guarantor and Co-Guarantor received a warrant to purchase 107,500 common shares at an exercise price of $9.2911 per share. These warrants are included in the table above for the year ended December 31, 2017. Both warrants were exercised in March 2019. In January 2018, the anti-dilution price protection provisions contained within the warrants issued to each of the guarantor and co-guarantor of the Credit Agreement expired, and upon expiration of the provision, the Company discontinued classification of these warrants as a liability. As such, these warrants are excluded above for the year ended December 31, 2018. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Notes Payable to Related Parties On December 31, 2016, the Company entered into stock purchase agreements with each of the stockholders of Biohaven Pharmaceuticals, Inc. ("BPI"), acquiring 100% of the issued and outstanding shares of BPI for aggregate purchase consideration of $595. The Company funded the acquisition through the issuance of promissory notes to each of the former stockholders of BPI. The former stockholders of BPI are shareholders of the Company and also serve as the Company's Chairman of the board of directors, Chief Executive Officer, and Chief Medical Officer, respectively. The notes were payable in five annual payments, the first four of which were interest only, with the final payment to include the principal balance outstanding plus any accrued and unpaid interest. The notes bore interest at a rate of 4.5% per annum and had a maturity date of December 31, 2021. The notes became immediately due and payable upon specified events, including immediately prior to the consummation of an initial public offering of the Company's common shares or upon the occurrence of a change of control of the Company. In connection with the closing of the Company's IPO in May 2017, the notes were paid in full. Lease Agreements Real Estate In December 2016, the Company entered into an assignment agreement to assume an operating lease for its office space in New Haven, Connecticut. The lease agreement expired in October 2018. In addition, the Company entered into a lease agreement for additional space which expired on June 30, 2018. The Company recorded rent expense for these leases as follows: Year Ended December 31, 2018 2017 Rent expense $ 114 $ 73 In August 2017, the Company entered into a lease agreement for office space and the related property for its United States ("US") headquarters in New Haven, Connecticut, which it began occupying during the fourth quarter of 2018. The lease commenced on January 1, 2018 and had a term of 85 months, with the ability to extend to 120 months. The Company had the option to purchase the property for $2,700 and executed that option in December 2018 and therefore has no remaining lease obligation related to its US headquarters building. The Company recorded the following for the lease agreement for its US headquarters during the construction period: Year Ended December 31, 2018 2017 Rent expense $ 43 $ 75 Capitalized costs 3,404 2,198 In August 2019, the Company entered into a lease agreement for office space in Yardley, Pennsylvania to support expansion of the Company's commercial operations in anticipation of the rimegepant commercial launch. The lease is expected to commence in the first quarter of 2020 and have a term of 88 months, with the ability to extend to 148 months. The Company has restricted cash of $1,000, as of December 31, 2019, included in other assets in the consolidated financial statements, which represents collateral held by a bank for a letter of credit issued in connection with the lease. The restricted cash is invested in a non-interest bearing account. The lessor has provided the Company a temporary space to occupy while leasehold improvements are completed prior to the lease commencement date. With the exception of the first month's rent payment made on execution of the lease, the Company is not required to pay rent until August 2020. The Company determined there were two units of account for the lease, one for use of the temporary space, with a duration from the lease execution date to the lease commencement date and another for the use of the premises, with a duration from the lease commencement date to the lease termination date. The two units of account are being treated as two separate operating leases. Since the Company expects to occupy the temporary space for less than 12 months, the Company did not record a right-of-use asset and lease liability on its balance sheet for the temporary space. The rent expense for the temporary space recognized for the twelve months ended December 31, 2019 was $68 because there will be no cash payment for use of the temporary space, the rent expense recognized for the use of the temporary space is being treated as deferred rent payments. The Company can begin occupying the premises after the landlord has substantially completed all agreed upon improvements to the office space. After substantial completion of the office space in the first half of 2020, the Company expects to record a right-of-use asset and operating lease liability on its balance sheet and straight-line the lease expense over the duration of the lease. Commercial Fleet During the fourth quarter of 2019 the Company took delivery of the first few vehicles related to our commercial car fleet. The remainder of these vehicles will become available for use during 2020. License Agreements The Company has entered into license agreements with various parties under which it is obligated to make contingent and non-contingent payments (see Note 13). License agreements generally require the Company to pay annual maintenance fees and future payments upon the attainment of agreed upon development and/or commercial milestones. These agreements may also require minimum royalty payments based on sales of products developed from the applicable technologies, if any. The Company has submitted an investigational new drug application (“IND”) for vazegepant, it's third generation CGRP receptor antagonist, and received approval to proceed and subsequently commenced a Phase 1 clinical trial in October of 2018 to permit later stage clinical trials. Pursuant to the BMS License Agreement, the Company is required to pay $2,000 to BMS on commencement of a Phase 1 clinical trial, $4,000 on commencement of a Phase 2 clinical trial, and $6,000 on commencement of a Phase 3 clinical trial. Accordingly, the Company has recognized these liabilities when probable of occurrence in accrued expenses within the consolidated balance sheets in the fourth quarter of 2018, first quarter of 2019, and fourth quarter of 2019; respectively. The payment obligation under the agreement is deferred until the earlier of the first approval, or the discontinuation, of the development of rimegepant. Pursuant to the BMS Agreement, the Company was required to pay $7,500 to BMS in relation to the NDA filing for rimegepant, and accordingly, the Company made the milestone payment in October 2019. Research Commitments The Company has entered into agreements with several contract research organizations to provide services in connection with its preclinical studies and clinical trials. The Company commits to minimum payments under these arrangements. 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 that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. 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, 2019 or 2018. 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 December 31, 2019, there were no matters which would have a material impact on the Company's financial results. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Relationship with Yale University Dr. Coric, the Company's Chief Executive Officer, previously served as an associate clinical professor of psychiatry at Yale. While previously employed by Yale, Dr. Coric was a co-inventor of some of the patents that the Company licenses from Yale. Under Yale's policies, as a co-inventor, Dr. Coric is entitled to receive a share of any royalties that the Company pays to Yale under the agreement with respect to the covered intellectual property and any proceeds from Yale's sale of the common shares the Company issued to Yale in connection with the license agreement. During 2017, Yale sold the common shares and, pursuant to Yale's policies, Dr. Coric received a payment from Yale of $600 in March 2018. License Agreement with Yale On September 30, 2013, the Company entered into the Yale Agreement with Yale (see Note 13). Yale is a related party because 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. As partial consideration for the license under the Yale Agreement, on September 30, 2013, the Company issued to Yale 250,000 common shares, representing 5.1% of the Company's then outstanding equity on a fully diluted basis. The fair value of the shares, totaling $152, was recognized as research and development expense at the time of issuance of the shares. During the years ended December 31, 2019, 2018 and 2017, the Company recognized no material research and development expense under the Yale Agreement, and as of December 31, 2019 and 2018, the Company owed no amounts to Yale. Guarantor and Co-Guarantor Warrants The Guarantor and Co-Guarantor of the Credit Agreement with Wells Fargo are each shareholders and members of the board of directors of the Company. The Company issued warrants to the Guarantor and Co-Guarantor in exchange for their respective guaranties (see Notes 10). The warrants were issued on January 26, 2017, pursuant to which each director received a warrant to purchase 107,500 common shares at an exercise price of $9.2911 per share. Both warrants were exercised in March 2019 and common shares settled in the second quarter of 2019. Kleo Pharmaceuticals, Inc. The Company has an investment in the common stock of Kleo (see Note 5). Kleo is a related party because the Company has determined that it exercises significant influence over the operating and financial policies of Kleo. In connection with its investment in Kleo, the Company received the right to designate two members of Kleo’s board of directors. The Company completed the last of four scheduled tranche purchases in January 2018, consisting of 1,375,000 shares for cash consideration of $1,375. In November 2018, the Company participated in Kleo's Series B funding raise. The Company purchased 1,420,818 shares for cash consideration of $5,000. As of December 31, 2019, the Company owned approximately 42% of Kleo's outstanding capital stock. The Company has also entered into a clinical development master services agreement with Kleo to assist Kleo with clinical development. As of December 31, 2019, the Company had not performed material services or received any payments under this agreement. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | The following information has been derived from unaudited consolidated financial statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information. Three Months Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Operating expenses: Research and development (1) $ 41,003 $ 175,977 $ 61,674 $ 66,019 General and administrative 13,462 23,235 28,782 68,970 Total operating expenses 54,465 199,212 90,456 134,989 Loss from operations (54,465) (199,212) (90,456) (134,989) Other income (expense): Non-cash interest expense on mandatorily redeemable preferred shares — (3,955) (4,378) (4,378) Non-cash interest expense on non-recourse debt related to sale of future royalties (6,813) (5,151) (7,308) (7,308) Change in fair value of derivative liability — (1,263) (1,717) (895) Loss from equity method investment (900) (1,415) (1,993) (1,768) Other (17) (16) 8 3 Total other income (expense), net (7,730) (11,800) (15,388) (14,346) Loss before provision for income taxes (62,195) (211,012) (105,844) (149,335) Provision for income taxes 109 58 323 (71) Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ (62,304) $ (211,070) $ (106,167) $ (149,264) Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. — basic and diluted QTD $ (1.41) $ (4.67) $ (2.04) $ (2.85) Weighted average common shares outstanding—basic and diluted QTD 44,242,070 45,226,434 52,077,240 52,285,999 (1) Includes one-time $105.0 million payment for a priority review voucher to expedite the regulatory review of the Zydis ODT version of rimegepant in the second quarter of 2019 Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Operating expenses: Research and development $ 75,579 $ 29,052 $ 47,362 $ 37,958 General and administrative 7,857 9,064 7,574 10,108 Total operating expenses 83,436 38,116 54,936 48,066 Loss from operations (83,436) (38,116) (54,936) (48,066) Other income (expense): Non-cash interest expense on non-recourse debt related to sale of future royalties — (501) (5,633) (5,592) Change in fair value of warrant liability (1,182) — — — Loss from equity method investment (728) (641) (697) (742) Other (29) 14 (14) (156) Total other income (expense), net (1,939) (1,128) (6,344) (6,490) Loss before provision for income taxes (85,375) (39,244) (61,280) (54,556) Provision for income taxes 87 25 161 194 Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ (85,462) $ (39,269) $ (61,441) $ (54,750) Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. — basic and diluted QTD $ (2.32) $ (1.01) $ (1.53) $ (1.34) Weighted average common shares outstanding—basic and diluted QTD 36,793,090 38,942,545 40,147,735 40,938,709 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of income and expenses during the reporting periods. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the accrual for research and development expenses and the valuation of equity incentive awards, warrants, the fair value of derivative instruments, contingent equity instruments, non-cash interest related to the mandatorily redeemable preferred shares and non-cash interest expense on liability related to sale of future royalties. 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. |
Restricted Cash | Restricted Cash Restricted cash included in other assets in the consolidated balance sheets represents collateral held by a bank for a letter of credit ("LOC") issued in connection with the leased office space in Yardley, Pennsylvania. See Note 16 ‘‘Commitments and Contingencies’’ for additional information on the real estate lease. The following represents a reconciliation of cash in the consolidated balance sheets to total cash and restricted cash in the consolidated statements of cash flows: December 31, 2019 December 31, 2018 Cash $ 316,727 $ 264,249 Restricted cash (included in other assets) 1,000 0 Total cash and restricted cash in the statement of cash flows $ 317,727 $ 264,249 |
Equity Method Investments, Including Related Impairment | Equity Method Investments, Including Related Impairment Investments in non-public companies in which the Company owns less than a 50% equity interest and where it has the ability to exercise significant influence over the operating and financial policies of the investee are accounted for using the equity method of accounting. The Company's proportionate share of the net income or loss of the equity method investment is included in other income (expense), net in the consolidated statement of operations and comprehensive loss and results in a corresponding adjustment to the carrying value of the investment on the consolidated balance sheet. Dividends received reduce the carrying value of the investment. An assessment of whether or not we have the power to direct activities that most significantly impact Kleo Pharmaceuticals, Inc. ("Kleo") economic performance and to identify the party that obtains the majority of the benefits of the investment was performed as of December 31, 2019 and December 31, 2018, and will be performed as of each subsequent reporting date. After each of these assessments, we concluded that the activities that most significantly impact Kleo’s economic performance are the ability to direct its research activities, the ability to select vendors to perform the research, the ability to maintain research staff and the ability to raise additional funds, each of which are directed by Kleo. Based on the outcome of these assessments, we concluded that our investment in Kleo should be accounted for under the equity method. Changes related to this assessment could have a material impact on our financial statements. We also periodically review the carrying value of our investment in Kleo to determine if there has been an other-than-temporary decline in carrying value. A variety of factors are considered when determining if a decline in carrying value is other than temporary, including, among other factors, Kleo’s financial condition and business prospects, as well as our intent with regard to the investment. Changes related to the analysis of impairment of our investment in Kleo could have a material impact on our financial statements. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost and depreciated or amortized using the straight-line method over the estimated useful lives of the respective assets. As of December 31, 2019 and December 31, 2018, the Company's property and equipment consisted of an office building, office equipment and computer equipment. The fixed assets have the following useful lives: Building 30 years Office equipment 3 - 5 years Computer software 3 - 5 years Computer equipment 3 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in loss from operations. Expenditures for repairs and maintenance are charged to expense as incurred. Property and equipment are monitored regularly for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. |
Fair Value Measurements | Fair Value Measurements Certain assets of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Leases | Leases Effective January 1, 2019, the Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and operating lease liabilities are recognized at the commencement date based on the present value of the remaining future minimum lease payments. As the interest rate implicit in the Company’s leases is not readily determinable, the Company utilizes an estimate of its incremental borrowing rate based on market sources including interest rates for companies with similar credit quality for agreements of similar duration, determined by class of underlying asset, to discount the lease payments. The operating lease right-of-use assets also include lease payments made before commencement and exclude lease incentives. Leases with an initial term of 12 months or less are not recorded on the balance sheet, and lease expense is recognized on a straight-line basis over the term of the short-term lease. For real estate leases, the Company elected to separately account for lease components and non-lease components. In addition, payments made by the Company for improvements to the underlying asset, if the payment relates to an asset of the lessor, are recorded as prepaid rent within other assets of the consolidated balance sheets and expensed as part of the amortization of the right-of-use asset. As of December 31, 2019, the Company had prepaid rent of $1,250 included in other assets in the consolidated financial statements, which consists of leasehold improvements related to leased office space in Yardley, Pennsylvania. As of December 31, 2019, the Company had restricted cash of $1,000 included in other assets in the consolidated financial statements, which represents collateral held by a bank for a letter of credit ("LOC") issued in connection with the leased office space in Yardley, Pennsylvania. The restricted cash is invested in a non-interest bearing account. See Note 16 ‘‘Commitments and Contingencies’’ for additional information on the real estate lease. |
Segment Information | Segment Information The Company manages its operations as a single segment, the development of therapies targeting neurological diseases, for the purposes of assessing performance and making operating decisions. Materially all of the Company's tangible assets are held in the United States. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries, non-cash share-based compensation and benefits, third-party license fees, and external costs of vendors engaged to conduct clinical development activities and clinical trials as well as to manufacture clinical trial materials. Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are recognized as an expense as the goods are delivered or the related services are performed, or until it is no longer expected that the goods will be delivered or the services rendered. The Company has entered into various research and development-related contracts. These agreements are cancelable, and related payments are recorded as research and development expenses as incurred. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of the accrued liabilities, the Company analyzes progress of the studies or clinical trials, including the phase or completion of events, invoices received and contracted costs. Certain judgments and estimates are made in determining the accrued balances at the end of any reporting period. Actual results could differ from the Company's estimates. The Company's historical accrual estimates have not been materially different from the actual costs. |
Non-Cash Interest Expense and Liability Related to Sale of Future Royalties | Non-Cash Interest Expense and Liability Related to Sale of Future Royalties The Company accounted for the Funding Agreement with RPI Finance Trust ("RPI") as a liability financing, primarily because it has significant continuing involvement in generating the future revenue on which the royalties are based (see Note 8). The liability related to sale of future royalties and the related non-cash interest expense are measured based on the Company's current estimate of the timing and amount of expected future royalties expected to be paid over the estimated term of the Funding Agreement with RPI Trust using a discounted cash flow model. The liability is amortized using the effective interest |
Non-Cash Interest Expense on Mandatorily Redeemable Preferred Shares | Non-Cash Interest Expense on Mandatorily Redeemable Preferred Shares The Company accounted for the Series A preferred shares (the "Series A Preferred Shares") sold to RPI as a liability financing because, under all redemption circumstances as defined in the Series A Preferred Shares agreement (the "Preferred Share Agreement"), the Series A Preferred Shares are required to be redeemed by December 31, 2024 (see Note 9). The mandatorily redeemable preferred shares liability was initially measured at fair value as of the transaction date, and will be amortized under the effective interest method. Accordingly, the Company is recognizing non-cash interest expense on the mandatorily redeemable preferred shares until December 31, 2024. The transaction costs associated with the mandatorily redeemable preferred shares liability will also be amortized to non-cash interest expense on mandatorily redeemable preferred shares until termination of the liability. |
Derivative Liability | Derivative LiabilityCertain scenarios as described in the Preferred Share Agreement were determined by the Company to result in a derivative liability (see Note 9). The with-and-without valuation method was used to determine the fair value of the embedded derivatives within the agreement. As inputs into the valuation, the Company considered the type and probability of occurrence of certain events, the amount of the payments, the expected timing of certain events, and a risk-adjusted discount rate. In accordance with ASC 815, Derivatives and Hedging, the fair value of the derivative was recorded on the balance sheet as a derivative liability with changes in fair value recorded in other income (expense) in the consolidated statements of operations and comprehensive loss (see Note 3 for details on the fair value measurement). If factors change and different assumptions are used, the fair value of the derivative liability and related gains or losses could be materially different in the future. |
Non-Cash Share-Based Compensation | Non-Cash Share-Based Compensation The Company measures stock options and restricted share unit awards granted to employees, non-employees, and directors based on the fair value on the date of the grant and recognizes non-cash compensation expense of those awards, over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are accounted for as they occur. Generally, the Company issues stock options with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company also issues, from time to time, stock options with performance-based vesting conditions and records the expense for these awards when the Company concludes that it is probable that the performance condition will be achieved. Effective July 1, 2018, the Company adopted Accounting Standards Update ("ASU") No. 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Non-employee Share-based Payment Accounting ("ASU 2018-07"), which sets out to simplify the accounting for non-employee share-based awards. The ASU expands the scope of Topic 718, Compensation-Stock Compensation, which currently only includes share-based payments issued to employees, to also include share-based payments issued to non-employees for goods and services. Consequently, the accounting for share-based payments to non-employees and employees is substantially aligned. ASU 2018-07 impacts the value at which share-based payments to non-employees is recognized. Prior to the adoption of ASU 2018-07 for share-based awards granted to non-employees, including consultants, non-cash compensation expense was recognized over the period during which services were rendered by such non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of the unvested awards were remeasured using the then-current fair value of the Company's common shares and updated assumption inputs in the Black-Scholes option-pricing model. After adoption of ASU 2018-07, the measurement date for non-employee awards is the date of the grant. The non-cash compensation expense for non-employees is recognized, without changes in the fair value of the award, over the requisite service period, which is the vesting period of the respective award. The non-cash compensation expense for non-employees was measured as of the adoption date of July 1, 2018, and this amount is the basis for prospective expense recognition. All of the Company's non-employee awards were previously measured as of June 30, 2018. Accordingly, no cumulative adjustment to beginning retained earnings was recorded as a result of the ASU 2018-07 adoption, as the measured value prior to adoption and the remeasured value on the date of adoption were materially the same. The Company classifies non-cash share-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient's payroll costs are classified or in which the award recipient's service payments are classified. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company lacks a sufficient history of company-specific historical and implied volatility information for its shares. Therefore, it estimates its expected share price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded share price. The expected term of the Company's stock options has been determined utilizing the "simplified" method for awards that qualify as "plain-vanilla" options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common shares and does not expect to pay any cash dividends in the foreseeable future. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company's tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The provision for income taxes includes the effects of applicable tax reserves, or unrecognized tax benefits, as well as the related net interest and penalties. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common shareholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Net income (loss) per share attributable to common shareholders is calculated based on net income (loss) attributable to Biohaven Pharmaceutical Holding Company Ltd. and excludes net income (loss) attributable to non-controlling interests for relevant periods. Basic net income (loss) per share attributable to common shareholders is computed by dividing the net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period. Diluted net income (loss) attributable to common shareholders is computed by adjusting net income (loss) attributable to common shareholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common shareholders is computed by dividing the diluted net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding options, warrants to purchase common shares, convertible preferred shares and contingently issuable equity are considered potential dilutive common shares. The Company's convertible preferred shares contractually entitled the holders of such shares to participate in dividends but contractually did not require the holders of such shares to participate in losses of the Company. In periods in which the Company reports a net loss attributable to common shareholders, diluted net loss per share attributable to common shareholders |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Effective January 1, 2019, the Company adopted ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases. In July of 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases (“ASU 2018-10”), and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”), both of which clarified and enhanced the certain amendments made in ASU 2016-02 and were adopted by the Company in conjunction with ASU 2016-02. The adoption required a modified retrospective transition approach, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. The Company has elected to adopt the standard using the effective date, January 1, 2019, as its date of initial application. Consequently, financial information was not updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. Given that the Company had no material outstanding leases as of the date of the adoption, the adoption of ASU 2016-02 did not have a material impact on the Company's financial position or results of operations. |
Recently Issued Accounting Pronouncements | Future Adoption of New Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, - Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract , a new standard on a customer's accounting for implementation, set-up, and other upfront costs incurred in a cloud computing arrangement (CCA) that aligns the requirements for capitalizing implementation costs in a CCA service contract with existing internal-use software guidance. The standard also provides classification guidance on these implementation costs as well as additional quantitative and qualitative disclosures. The standard is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted, and can be adopted prospectively or retrospectively. We adopted the new standard on January 1, 2020 on a prospective basis and are continuing to establish new processes and internal controls that may be required to comply with the new cloud computing standard. We do not expect the adoption of this standard to have a significant impact on our financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurements. The new guidance is effective for interim and annual reporting periods starting in fiscal year 2020 for the Company. Upon the effective date, certain provisions are to be applied prospectively, while others are to be applied retrospectively to all periods presented. An entity is permitted to early adopt any removed or modified disclosures upon issuance of this ASU and delay adoption of the additional disclosures until their effective date. We are currently evaluating the impact of the amendments on our consolidated financial statement disclosures. Since the amendments impact only disclosure requirements, we do not expect the amendments to have an impact on our consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"), which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted. The Company is currently evaluating the impact that the adoption of ASU 2019-12 will have on its consolidated financial statements. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815) - Clarifying the Interactions between Topic 321, Topic 323, and Topic 815. The new standard addresses accounting for the transition into and out of the equity method and measurement of certain purchased options and forward contracts to acquire investments. The standard is effective for annual |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Schedule of reconciliation of cash and restricted cash | The following represents a reconciliation of cash in the consolidated balance sheets to total cash and restricted cash in the consolidated statements of cash flows: December 31, 2019 December 31, 2018 Cash $ 316,727 $ 264,249 Restricted cash (included in other assets) 1,000 0 Total cash and restricted cash in the statement of cash flows $ 317,727 $ 264,249 |
Schedule of useful lives of fixed assets | The fixed assets have the following useful lives: Building 30 years Office equipment 3 - 5 years Computer software 3 - 5 years Computer equipment 3 years |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of the Company's financial assets and liabilities measured at fair value on a recurring basis | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis on the consolidated balance sheet at December 31, 2019 and indicates the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurement as of December 31, 2019 Using: Level 1 Level 2 Level 3 Total Liabilities: Derivative liability $ — $ — $ 37,690 $ 37,690 $ — $ — $ 37,690 $ 37,690 |
Summary of roll forward of aggregate fair values of the Company's warrant liability and derivative liability | The following table provides a roll forward of the aggregate fair values of the Company's warrant liability and derivative liability at December 31, 2019 and 2018 for which fair value is determined by Level 3 inputs: Warrant Liability Derivative Liability December 31, 2017 $ 4,021 $ — Change in fair value 1,182 — Reclassification to equity (5,203) — December 31, 2018 — — Transaction date balance — 33,815 Change in fair value — 3,875 Balance as at December 31, 2019 $ — $ 37,690 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: December 31, 2019 2018 Prepaid clinical trial costs $ 6,101 $ 7,210 Due from broker for option exercises 2,978 22 Prepaid insurance 471 393 Other prepaid assets 2,000 458 Other current assets 4 7 $ 11,554 $ 8,090 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of carrying value of equity method investment | The following table provides a roll forward of the carrying value of the Company's equity method investment: Carrying Value Balance as at December 31, 2017 $ 7,847 Purchase of Kleo common stock 6,375 Loss recognized in connection with equity method investment (2,808) Balance as at December 31, 2018 11,414 Loss recognized in connection with equity method investment (6,076) Balance as at December 31, 2019 $ 5,338 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | Property and equipment, net consisted of the following: December 31, 2019 2018 Building and Land $ 2,140 $ 2,200 Building Improvements 4,718 3,210 Computer Hardware 1,206 420 Furniture & Fixtures 469 280 Office Equipment 441 441 $ 8,974 $ 6,551 Accumulated depreciation (932) (303) Construction in progress 110 — $ 8,152 $ 6,248 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Accrued expenses consisted of the following: December 31, 2019 2018 Accrued development milestones payable (Note 16) $ 12,000 $ — Accrued employee compensation and benefits 3,521 108 Accrued clinical trial costs 16,476 6,753 Accrued commercialization and other professional fees 15,408 1,636 Other 4,697 285 $ 52,102 $ 8,782 |
Mandatorily Redeemable Prefer_2
Mandatorily Redeemable Preferred Shares, net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of activity within the preferred share liability | The following table shows the activity within the preferred share liability for the twelve months ended December 31, 2019: Carrying Value Transaction date balance $ 91,185 Non-cash interest expense recognized, net of transaction cost amortization 12,679 Gross balance at December 31, 2019 103,864 Less: Unamortized transaction costs (218) Net balance at December 31, 2019 $ 103,646 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of warrant liability and related income (expense) | The following table provides the income (expense) related to the warrant liability that the Company recorded net within other income (expense) in the consolidated statements of operations: Twelve Months Ended December 31, 2019 2018 2017 Expense from change in fair value of warrant liability $ — $ (1,182) $ (3,241) |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of non-cash share-based compensation expense | Non-cash share-based compensation 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 Year Ended December 31, 2019 2018 2017 Research and development expenses $ 26,284 $ 8,371 $ 6,933 General and administrative expenses 28,688 8,554 6,306 $ 54,972 $ 16,925 $ 13,239 |
Schedule of assumptions used to determine the grant-date fair value of stock options granted | The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors under the 2014 Plan and the 2017 Plan (collectively, the "Plans") were as follows, presented on a weighted average basis: Year Ended December 31, 2019 2018 2017 Risk-free interest rate 1.90 % 2.91 % 2.10 % Expected term (in years) 5.87 6.25 6.02 Expected volatility 72.10 % 73.03 % 73.26 % Expected dividend yield — % — % — % Exercise price $ 50.53 $ 32.35 $ 18.47 The assumptions that the Company used to determine the grant-date fair value of stock options granted to non-employees under the Plans were as follows, presented on a weighted average basis: Year Ended December 31, 2019 2018 2017 Risk-free interest rate 2.21 % 3.06 % 2.35 % Expected term (in years) 10.00 10.00 10.00 Expected volatility 74.04 % 74.50 % 71.12 % Expected dividend yield — % — % — % Exercise price $ 49.73 $ 32.42 $ 18.23 |
Schedule of stock option activity | The following table is a summary of the Company's stock option activity for the year ended December 31, 2019: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (in years) Outstanding at December 31, 2018 7,444,179 $ 15.99 Granted 2,381,575 $ 50.46 Exercised (372,739) $ 16.83 Forfeited (30,000) $ 44.59 Outstanding at December 31, 2019 9,423,015 $ 24.58 7.67 $ 284,300 Options exercisable at December 31, 2019 5,529,520 $ 15.48 6.81 $ 215,938 Vested at December 31, 2019 and expected to vest in the future 9,423,015 $ 24.58 7.67 $ 284,300 |
Share-based Payment Arrangement, Restricted Stock Unit, Activity | The following table is a summary of the RSU activity for the year ended December 31, 2019: Number of Shares Weighted Average Grant Date Fair Value Unvested outstanding as of December 31, 2018 — $ — Granted 118,600 $ 57.40 Forfeited — $ — Vested (29,650) $ 57.40 Unvested outstanding as of December 31, 2019 88,950 $ 57.40 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of income (loss) before provision for income taxes | Income (loss) before provision for income taxes consisted of the following: Year Ended December 31, 2019 2018 2017 BVI $ (541,625) $ (246,829) $ (130,359) Foreign (U.S.) 13,239 6,374 4,175 Loss before provision for income taxes $ (528,386) $ (240,455) $ (126,184) |
Schedule of provision for income taxes | The provision for income taxes consisted of the following: Year Ended December 31, 2019 2018 2017 Current income tax provision: BVI $ — $ — $ — Foreign (U.S. federal and state) 419 467 997 Total current income tax provision 419 467 997 Deferred income tax provision (benefit): BVI — — — Foreign (U.S. federal and state) — — 9 Total deferred income tax provision (benefit) — — 9 Total provision for income taxes $ 419 $ 467 $ 1,006 |
Schedule of reconciliation of the BVI statutory income tax rate to the company's effective income tax rate | A reconciliation of the BVI statutory income tax rate of 0% to the Company's effective income tax rate is as follows: Year Ended December 31, 2019 2018 2017 BVI statutory income tax rate 0.0 % 0.0 % 0.0 % Foreign tax rate differential 0.3 0.6 1.2 Tax Credits (2.2) (3.5) (2.7) Change in valuation allowance 1.9 3.4 2.2 Other 0.1 (0.3) 0.1 Effective income tax rate 0.1 % 0.2 % 0.8 % |
Schedule of net deferred taxes assets (liabilities) | Net deferred tax assets (liabilities) consisted of the following: December 31, 2019 2018 Deferred tax assets: Foreign net operating loss carryforwards $ — $ — Tax credits 21,083 11,396 Other 1 1 Valuation allowance (20,728) (10,957) Total deferred tax assets, net 356 440 Deferred tax liabilities: Other (356) (440) Total deferred tax liabilities (356) (440) Net deferred tax assets $ — $ — |
Summary of changes in valuation allowance for deferred tax assets | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2019, 2018 and 2017 were due primarily to generation of excess credits and were as follows: Year Ended December 31, 2019 2018 2017 Valuation allowance as of beginning of year $ 10,957 $ 2,784 $ — Decreases recorded as benefit to income tax provision — — — Increases recorded to income tax provision 9,771 8,173 2,784 Valuation allowance as of end of year $ 20,728 $ 10,957 $ 2,784 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted net loss per share | Basic and diluted net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. was calculated as follows: Year Ended December 31, 2019 2018 2017 Numerator: Net loss $ (528,805) $ (240,922) $ (127,190) Accretion of beneficial conversion feature on Series A preferred shares — — (12,006) Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ (528,805) $ (240,922) $ (139,196) Denominator: Weighted average common shares outstanding—basic and diluted 48,489,890 39,188,458 27,845,576 Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd.—basic and diluted $ (10.91) $ (6.15) $ (5.00) |
Schedule of potentially anti-dilutive securities excluded from calculation of diluted net loss per share | The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common shareholders for the periods indicated because including them would have had an anti-dilutive effect: Year Ended December 31, 2019 2018 2017 Options to purchase common shares 9,423,015 7,444,179 6,151,643 Warrants to purchase common shares 106,751 221,751 821,751 Restricted Share Units 88,950 — — 9,618,716 7,665,930 6,973,394 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of rent expense | The Company recorded rent expense for these leases as follows: Year Ended December 31, 2018 2017 Rent expense $ 114 $ 73 |
Schedule of lease arrangement for new headquarters | The Company recorded the following for the lease agreement for its US headquarters during the construction period: Year Ended December 31, 2018 2017 Rent expense $ 43 $ 75 Capitalized costs 3,404 2,198 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of quarterly financial data | The following information has been derived from unaudited consolidated financial statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information. Three Months Ended March 31, 2019 June 30, 2019 September 30, 2019 December 31, 2019 Operating expenses: Research and development (1) $ 41,003 $ 175,977 $ 61,674 $ 66,019 General and administrative 13,462 23,235 28,782 68,970 Total operating expenses 54,465 199,212 90,456 134,989 Loss from operations (54,465) (199,212) (90,456) (134,989) Other income (expense): Non-cash interest expense on mandatorily redeemable preferred shares — (3,955) (4,378) (4,378) Non-cash interest expense on non-recourse debt related to sale of future royalties (6,813) (5,151) (7,308) (7,308) Change in fair value of derivative liability — (1,263) (1,717) (895) Loss from equity method investment (900) (1,415) (1,993) (1,768) Other (17) (16) 8 3 Total other income (expense), net (7,730) (11,800) (15,388) (14,346) Loss before provision for income taxes (62,195) (211,012) (105,844) (149,335) Provision for income taxes 109 58 323 (71) Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ (62,304) $ (211,070) $ (106,167) $ (149,264) Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. — basic and diluted QTD $ (1.41) $ (4.67) $ (2.04) $ (2.85) Weighted average common shares outstanding—basic and diluted QTD 44,242,070 45,226,434 52,077,240 52,285,999 (1) Includes one-time $105.0 million payment for a priority review voucher to expedite the regulatory review of the Zydis ODT version of rimegepant in the second quarter of 2019 Three Months Ended March 31, 2018 June 30, 2018 September 30, 2018 December 31, 2018 Operating expenses: Research and development $ 75,579 $ 29,052 $ 47,362 $ 37,958 General and administrative 7,857 9,064 7,574 10,108 Total operating expenses 83,436 38,116 54,936 48,066 Loss from operations (83,436) (38,116) (54,936) (48,066) Other income (expense): Non-cash interest expense on non-recourse debt related to sale of future royalties — (501) (5,633) (5,592) Change in fair value of warrant liability (1,182) — — — Loss from equity method investment (728) (641) (697) (742) Other (29) 14 (14) (156) Total other income (expense), net (1,939) (1,128) (6,344) (6,490) Loss before provision for income taxes (85,375) (39,244) (61,280) (54,556) Provision for income taxes 87 25 161 194 Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. $ (85,462) $ (39,269) $ (61,441) $ (54,750) Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. — basic and diluted QTD $ (2.32) $ (1.01) $ (1.53) $ (1.34) Weighted average common shares outstanding—basic and diluted QTD 36,793,090 38,942,545 40,147,735 40,938,709 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation (Details) - USD ($) $ / shares in Units, $ in Thousands | May 11, 2017 | Feb. 25, 2020 | Jan. 31, 2020 | Jul. 31, 2019 | Jun. 30, 2019 | Jun. 30, 2018 | Feb. 25, 2020 | Jul. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issuance of common shares, net of offering costs (in shares) | 1,111,111 | ||||||||||
Proceeds from issuance of common shares | $ 49,889 | $ 303,221 | $ 190,125 | $ 179,996 | |||||||
Offering costs | $ 111 | $ 1,150 | $ 2,987 | $ 5,068 | |||||||
Public Offering | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issuance of common shares, net of offering costs (in shares) | 6,976,745 | ||||||||||
Proceeds from issuance of common shares | $ 281,100 | ||||||||||
Offering costs | $ 900 | ||||||||||
Fair value of common share | $ 43 | ||||||||||
Underwriting discounts and commissions | $ 18,000 | ||||||||||
Public Offering | Subsequent Event | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issuance of common shares, net of offering costs (in shares) | 4,830,917 | ||||||||||
Proceeds from issuance of common shares | $ 245,877 | ||||||||||
Offering costs | $ 500 | ||||||||||
Fair value of common share | $ 51.75 | ||||||||||
Underwriting discounts and commissions | $ 3,623 | ||||||||||
Over allotment option | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issuance of common shares, net of offering costs (in shares) | 1,485,000 | 525,000 | |||||||||
Proceeds from issuance of common shares | $ 21,221 | ||||||||||
Underwriting discounts and commissions | $ 1,767 | $ 1,354 | |||||||||
Over allotment option | Subsequent Event | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Issuance of common shares, net of offering costs (in shares) | 724,637 | ||||||||||
Proceeds from issuance of common shares | $ 36,956 | ||||||||||
Underwriting discounts and commissions | $ 543 | ||||||||||
Stock Offering June 2019 | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from issuance of common shares | $ 302,321 | ||||||||||
Stock Offering January 2020 | Subsequent Event | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Proceeds from issuance of common shares | $ 282,833 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash | $ 316,727 | $ 264,249 | ||
Restricted cash (included in other assets) | 1,000 | 0 | ||
Total cash and restricted cash in statement of cash flows | $ 317,727 | $ 264,249 | $ 131,468 | $ 23,692 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Property and Equipment Useful Life (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Building | |
Property and Equipment, Net | |
Estimated useful life (in years) | 30 years |
Office equipment | Minimum | |
Property and Equipment, Net | |
Estimated useful life (in years) | 3 years |
Office equipment | Maximum | |
Property and Equipment, Net | |
Estimated useful life (in years) | 5 years |
Computer software | Minimum | |
Property and Equipment, Net | |
Estimated useful life (in years) | 3 years |
Computer software | Maximum | |
Property and Equipment, Net | |
Estimated useful life (in years) | 5 years |
Computer equipment | |
Property and Equipment, Net | |
Estimated useful life (in years) | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||
Prepaid Rent | $ 1,250 | |
Restricted cash | $ 1,000 | $ 0 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Measured on a Recurring Basis (Details) - Recurring - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | $ 37,690,000 | |
Financial liabilities at fair value | 37,690,000 | $ 0 |
Financial assets at fair value | $ 0 | |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Financial liabilities at fair value | 0 | |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 0 | |
Financial liabilities at fair value | 0 | |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liability | 37,690,000 | |
Financial liabilities at fair value | $ 37,690,000 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Rollforward of Liabilities Measured by Level 3 Inputs (Details) - USD ($) $ in Thousands | Jan. 26, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Roll Forward of Liabilities Measured by Level 3 Inputs: | |||
Reclassification to equity | $ (5,203) | $ (5,203) | |
Warrant Liability | |||
Roll Forward of Liabilities Measured by Level 3 Inputs: | |||
Beginning balance | $ 0 | 4,021 | |
Change in fair value | 1,182 | ||
Reclassification to equity | $ (5,203) | (5,203) | |
Ending balance | 0 | ||
Derivative Liability | |||
Roll Forward of Liabilities Measured by Level 3 Inputs: | |||
Beginning balance | 0 | ||
Transaction date balance | 33,815 | ||
Change in fair value | 3,875 | ||
Ending balance | $ 37,690 | $ 0 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Narrative (Details) $ in Thousands | Jan. 26, 2018USD ($)director | Dec. 31, 2018USD ($) |
Fair value of Financial Assets and Liabilities | ||
Number of directors to whom the Company agreed to issue warrants | director | 2 | |
Reclassification to equity | $ 5,203 | $ 5,203 |
Warrant Liability | ||
Fair value of Financial Assets and Liabilities | ||
Reclassification to equity | $ 5,203 | $ 5,203 |
Expected Dividend Yield | ||
Fair value of Financial Assets and Liabilities | ||
Measurement input for warrant liability | 0 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid clinical trial costs | $ 6,101 | $ 7,210 |
Due from broker for option exercises | 2,978 | 22 |
Prepaid insurance | 471 | 393 |
Other prepaid assets | 2,000 | 458 |
Other current assets | 4 | 7 |
Total prepaid expenses and other current assets | $ 11,554 | $ 8,090 |
Equity Method Investment - Stoc
Equity Method Investment - Stock purchase agreement with Kleo (Details) $ / shares in Units, $ in Thousands | Aug. 31, 2016shares | Aug. 29, 2016directortranche$ / sharesshares | Nov. 30, 2018USD ($)shares | Jan. 31, 2018USD ($)shares | Oct. 31, 2017USD ($)shares | Jun. 30, 2017USD ($)shares | Mar. 31, 2017USD ($)shares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Jan. 31, 2018shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Equity Method Investment [Line Items] | |||||||||||||||||||
Cash payment for purchase of equity method investment | $ 0 | $ 6,375 | $ 6,627 | ||||||||||||||||
Loss from equity method investment | $ (1,768) | $ (1,993) | $ (1,415) | $ (900) | $ (742) | $ (697) | $ (641) | $ (728) | (6,076) | (2,808) | $ (1,885) | ||||||||
Carrying value of investment in Kleo | 5,338 | 11,414 | 5,338 | 11,414 | |||||||||||||||
Kleo | |||||||||||||||||||
Equity Method Investment [Line Items] | |||||||||||||||||||
Shares of Kleo common stock purchased (shares) | shares | 1,420,818 | 2,049,543 | |||||||||||||||||
Cash payment for purchase of equity method investment | $ 5,000 | $ 2,253 | 6,375 | ||||||||||||||||
Shares of Kleo common stock purchased from Chief Executive Officer | shares | 500,000 | ||||||||||||||||||
Cash payment for purchase of Kleo officer and stockholder shares | $ 250 | ||||||||||||||||||
Issuance of common shares for purchase of Kleo office and stockholder shares (in shares) | shares | 32,500 | ||||||||||||||||||
Ownership percentage | 42.00% | 46.60% | 46.60% | 43.30% | |||||||||||||||
Loss from equity method investment | (6,076) | (2,808) | $ (1,885) | ||||||||||||||||
Carrying value of investment in Kleo | $ 5,338 | $ 11,414 | $ 5,338 | $ 11,414 | $ 7,847 | ||||||||||||||
Kleo | Kleo Stock Purchase Agreement | |||||||||||||||||||
Equity Method Investment [Line Items] | |||||||||||||||||||
Shares to be purchased per agreement (shares) | shares | 3,000,000 | ||||||||||||||||||
Additional shares to be purchased per stock purchase agreement (shares) | shares | 5,500,000 | ||||||||||||||||||
Price per share (in dollars per share) | $ / shares | $ 1 | ||||||||||||||||||
Shares of Kleo common stock purchased (shares) | shares | 3,000,000 | 1,375,000 | 1,375,000 | 1,375,000 | 1,375,000 | 5,500,000 | |||||||||||||
Number of equal tranches of shares to be purchased | tranche | 4 | ||||||||||||||||||
Shares purchased in equal tranches | shares | 1,375,000 | ||||||||||||||||||
Period of time shares begin to be purchased in equal tranches after the initial closing | 6 months | ||||||||||||||||||
Period of time shares are purchased after the initial purchase | 3 months | ||||||||||||||||||
Number to designate to Kleo's board of directors | director | 2 | ||||||||||||||||||
Cash payment for purchase of equity method investment | $ 1,375 | $ 1,375 | $ 1,375 | $ 1,375 |
Equity Method Investment - Carr
Equity Method Investment - Carrying value and Summarized financial information for Kleo (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Nov. 30, 2018 | Oct. 31, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Carrying value of equity method investment | |||||||||||||
Beginning balance | $ 11,414 | $ 11,414 | |||||||||||
Purchase of Kleo common stock | 0 | $ 6,375 | $ 6,627 | ||||||||||
Loss recognized in connection with equity method investment | $ (1,768) | $ (1,993) | $ (1,415) | (900) | $ (742) | $ (697) | $ (641) | $ (728) | (6,076) | (2,808) | (1,885) | ||
Ending balance | 5,338 | 11,414 | 5,338 | 11,414 | |||||||||
Kleo | |||||||||||||
Carrying value of equity method investment | |||||||||||||
Beginning balance | $ 11,414 | $ 7,847 | 11,414 | 7,847 | |||||||||
Purchase of Kleo common stock | $ 5,000 | $ 2,253 | 6,375 | ||||||||||
Loss recognized in connection with equity method investment | (6,076) | (2,808) | (1,885) | ||||||||||
Ending balance | $ 5,338 | $ 11,414 | $ 5,338 | $ 11,414 | $ 7,847 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and Equipment, Net | ||
Property and equipment, Gross | $ 8,974 | $ 6,551 |
Accumulated depreciation | (932) | (303) |
Construction in Progress, Gross | 110 | 0 |
Property and Equipment, Net | 8,152 | 6,248 |
Buildings and Land | ||
Property and Equipment, Net | ||
Property and equipment, Gross | 2,140 | 2,200 |
Building Improvements | ||
Property and Equipment, Net | ||
Property and equipment, Gross | 4,718 | 3,210 |
Computer Hardware | ||
Property and Equipment, Net | ||
Property and equipment, Gross | 1,206 | 420 |
Furniture and Fixtures | ||
Property and Equipment, Net | ||
Property and equipment, Gross | 469 | 280 |
Office Equipment | ||
Property and Equipment, Net | ||
Property and equipment, Gross | $ 441 | $ 441 |
Property and Equipment, Net - N
Property and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property and Equipment, Net | ||||
Depreciation expense | $ 629 | $ 261 | $ 35 | |
New Headquarters, New Haven, CT | ||||
Property and Equipment, Net | ||||
Purchase of property upon execution of option | $ 2,700 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued expenses | ||
Accrued development milestone payable | $ 12,000 | $ 0 |
Accrued employee compensation and benefits | 3,521 | 108 |
Accrued clinical trial costs | 16,476 | 6,753 |
Accrued commercialization and other professional fees | 15,408 | 1,636 |
Other | 4,697 | 285 |
Total accrued expenses | $ 52,102 | $ 8,782 |
Liabilities Related to Sale o_2
Liabilities Related to Sale of Future Royalties (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Jun. 30, 2018 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Notes Payable | ||||||||||||
Common stock issued (in shares) | 1,111,111 | |||||||||||
Proceeds from sale of common stock | $ 49,889 | $ 303,221 | $ 190,125 | $ 179,996 | ||||||||
Non-cash interest expense on liability related to sale of future royalties | $ 7,308 | $ 7,308 | $ 5,151 | $ 6,813 | $ 5,592 | $ 5,633 | $ 501 | $ 0 | $ 26,580 | $ 11,726 | $ 0 | |
RPI Funding Agreement | ||||||||||||
Notes Payable | ||||||||||||
Proceeds from royalty agreement | 100,000 | |||||||||||
Annual global net sales threshold for revenue participation right | $ 1,500,000 | |||||||||||
Percentage of revenue participation rights available for repurchase (percent) | 100.00% | 100.00% | ||||||||||
Price of revenue participation rights available for repurchase | $ 155,000 | $ 155,000 | ||||||||||
Effective interest rate (percent) | 22.00% | 22.00% | ||||||||||
RPI Purchase Agreement | ||||||||||||
Notes Payable | ||||||||||||
Common stock issued (in shares) | 1,111,111 | |||||||||||
Common stock sold, price per share (in dollars per share) | $ 45 | $ 45 | ||||||||||
Proceeds from sale of common stock | $ 50,000 | |||||||||||
RPI Agreement | ||||||||||||
Notes Payable | ||||||||||||
Transaction consideration allocated to liability | 106,047 | $ 106,047 | ||||||||||
Transaction consideration allocated to equity | 43,953 | 43,953 | ||||||||||
Transaction costs | $ 377 | $ 377 | ||||||||||
Revenue Participation Right, tranche one | RPI Funding Agreement | ||||||||||||
Notes Payable | ||||||||||||
Participation rate for revenue participation right (percent) | 2.10% | |||||||||||
Revenue Participation Right, tranche two | RPI Funding Agreement | ||||||||||||
Notes Payable | ||||||||||||
Participation rate for revenue participation right (percent) | 1.50% |
Mandatorily Redeemable Prefer_3
Mandatorily Redeemable Preferred Shares, net (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Apr. 30, 2019USD ($)closing$ / sharesshares | Dec. 31, 2019USD ($)shares | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | |
Mandatorily Redeemable Preferred Shares | ||||||||
Interest expense | $ 4,378,000 | $ 4,378,000 | $ 3,955,000 | $ 0 | $ 12,711,000 | $ 0 | $ 0 | |
Series A Preferred Shares | ||||||||
Mandatorily Redeemable Preferred Shares | ||||||||
Number of shares sold in transaction (shares) | shares | 2,495 | |||||||
Issuance price per share (in dollars per share) | $ / shares | $ 50,100 | |||||||
Gross proceeds from transaction | $ 125,000 | |||||||
Payment for priority review voucher | $ 105,000 | |||||||
Number of additional closings per share agreement, maximum | closing | 3 | |||||||
Aggregate value of additional closings available per share agreement | $ 75,000 | |||||||
Maximum fee per share agreement for nonissuance of shares | 3,000 | |||||||
Fee required per share agreement if all shares issued | $ 0 | |||||||
Redemption value relative to original purchase price upon optional redemption | 2 | |||||||
Annual interest rate upon default of redemption (percent) | 18.00% | |||||||
Effective interest rate (percent) | 18.00% | 18.00% | ||||||
Mandatorily redeemable shares issued (in shares) | shares | 2,495 | 2,495 | 0 | |||||
Mandatorily redeemable shares outstanding (in shares) | shares | 2,495 | 2,495 | 0 | |||||
Series A Preferred Shares | Change of control after October 5, 2019 | ||||||||
Mandatorily Redeemable Preferred Shares | ||||||||
Redemption value relative to original purchase price upon required redemption | 2 | |||||||
Series A Preferred Shares | NDA for rimegepant approved by December 31, 2021 | ||||||||
Mandatorily Redeemable Preferred Shares | ||||||||
Redemption value relative to original purchase price upon optional redemption | 1.2 | |||||||
Series A Preferred Shares | No change of control and NDA for rimegepant approved on or before December 31, 2024 | ||||||||
Mandatorily Redeemable Preferred Shares | ||||||||
Redemption value relative to original purchase price upon required redemption | 2 | |||||||
Series A Preferred Shares | NDA for rimegepant not approved by December 31, 2024 | ||||||||
Mandatorily Redeemable Preferred Shares | ||||||||
Redemption value relative to original purchase price upon required redemption | 2 |
Mandatorily Redeemable Prefer_4
Mandatorily Redeemable Preferred Shares, net - Activity Within the Preferred Share Liability (Details) - USD ($) $ in Thousands | 8 Months Ended | ||
Dec. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2018 | |
Mandatorily Redeemable Preferred Shares | |||
Net balance at period end | $ 103,646 | $ 0 | |
Series A Preferred Shares | |||
Mandatorily Redeemable Preferred Shares | |||
Transaction date balance | $ 91,185 | ||
Non-cash interest expense recognized, net of transaction cost amortization | 12,679 | ||
Gross balance at period end | 103,864 | ||
Less: Unamortized transaction costs | (218) | ||
Net balance at period end | $ 103,646 |
Warrants (Details)
Warrants (Details) | Jan. 26, 2018USD ($)director | Aug. 31, 2017USD ($) | Aug. 30, 2016USD ($)director | May 31, 2019USD ($)$ / sharesshares | Mar. 31, 2019USD ($)$ / sharesshares | Jun. 30, 2018shares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Guarantor And Co-Guarantor Warrants | |||||||||||||||||
Principal repayment | $ 0 | $ 0 | $ 5,000,000 | ||||||||||||||
Other | $ 3,000 | $ 8,000 | $ (16,000) | $ (17,000) | $ (156,000) | $ (14,000) | $ 14,000 | $ (29,000) | (22,000) | (185,000) | (906,000) | ||||||
Accretion of debt discount | 784,000 | ||||||||||||||||
Number of directors to whom the Company agreed to issue warrants | director | 2 | ||||||||||||||||
Reclassification to equity | $ 5,203,000 | 5,203,000 | |||||||||||||||
Income (expense) from change in fair value of warrant liability | $ 0 | $ 0 | $ 0 | $ 1,182,000 | 0 | 1,182,000 | 3,241,000 | ||||||||||
Proceeds from exercise of warrants | $ 1,998,000 | 1,998,000 | 0 | 0 | |||||||||||||
Issuance of common shares, net of offering costs (in shares) | shares | 1,111,111 | ||||||||||||||||
Issuance of common shares, net of offering costs | $ 302,321,000 | $ 230,339,000 | $ 176,128,000 | ||||||||||||||
Guarantor and Co-Guarantor Warrants | |||||||||||||||||
Guarantor And Co-Guarantor Warrants | |||||||||||||||||
Number of securities called by warrants (in shares) | shares | 107,500 | 107,500 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 9.2911 | $ 9.2911 | |||||||||||||||
FCCDC Warrants | |||||||||||||||||
Guarantor And Co-Guarantor Warrants | |||||||||||||||||
Number of securities called by warrants (in shares) | shares | 100,000 | ||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 56.46 | ||||||||||||||||
FCCDC Agreement | Collaborative arrangement | |||||||||||||||||
Guarantor And Co-Guarantor Warrants | |||||||||||||||||
Issuance of common shares, net of offering costs (in shares) | 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 | ||||||||||||||||
Directors | |||||||||||||||||
Guarantor And Co-Guarantor Warrants | |||||||||||||||||
Number of directors to whom the Company agreed to issue warrants | director | 2 | ||||||||||||||||
Wells Fargo Term Loan | Credit Agreement | |||||||||||||||||
Guarantor And Co-Guarantor Warrants | |||||||||||||||||
Credit agreement term | 1 year | ||||||||||||||||
Principal amount | $ 5,000,000 | ||||||||||||||||
Proceeds from borrowings | $ 5,000,000 | ||||||||||||||||
Principal repayment | $ 5,000,000 |
Shareholders' Equity - Other In
Shareholders' Equity - Other Info (Details) $ / shares in Units, $ in Thousands | May 11, 2017USD ($)shares | May 09, 2017USD ($)$ / sharesshares | Feb. 25, 2020USD ($)shares | Jan. 31, 2020USD ($)$ / sharesshares | Jul. 31, 2019USD ($)shares | Jun. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018$ / sharesshares | Sep. 30, 2018USD ($)shares | Jun. 30, 2018USD ($)$ / sharesshares | Apr. 30, 2018shares | Mar. 31, 2018USD ($)$ / sharesshares | Jan. 31, 2018shares | May 31, 2017voteshares | Feb. 28, 2017USD ($)shares | Feb. 25, 2020USD ($) | Jul. 31, 2019USD ($) | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)shares | Mar. 31, 2019$ / sharesshares |
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 1,111,111 | |||||||||||||||||||
Proceeds from issuance of common shares | $ 49,889 | $ 303,221 | $ 190,125 | $ 179,996 | ||||||||||||||||
Offering expenses | $ 111 | 1,150 | 2,987 | 5,068 | ||||||||||||||||
Issuance of common shares as payment for assets | $ 5,646 | $ 4,080 | ||||||||||||||||||
Number of shares authorized (shares) | shares | 200,000,000 | 200,000,000 | 200,000,000 | 200,000,000 | ||||||||||||||||
Number of votes | vote | 1 | |||||||||||||||||||
Accretion of beneficial conversion feature on Series A preferred shares | $ 0 | $ 0 | 12,006 | |||||||||||||||||
Series A Convertible Preferred Shares | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Offering expenses | $ 1,334 | |||||||||||||||||||
Issuance of Series A convertible preferred shares, net of cash offering costs (in shares) | shares | 4,305,182 | 4,305,182 | ||||||||||||||||||
Accretion of beneficial conversion feature on Series A preferred shares | $ 2,406 | $ (12,006) | ||||||||||||||||||
Conversion of Series A convertible preferred shares to common shares (in shares) | shares | 9,358,560 | |||||||||||||||||||
RPI Purchase Agreement | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 1,111,111 | |||||||||||||||||||
Proceeds from issuance of common shares | $ 50,000 | |||||||||||||||||||
Common stock sold, price per share (in dollars per share) | $ / shares | $ 45 | |||||||||||||||||||
BMS Agreement | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Upfront payment under the amendment | $ 50,000 | |||||||||||||||||||
Als Biopharma | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of shares issued upon warrant exercise | shares | 325,000 | 275,000 | ||||||||||||||||||
Exercise of ALS Biopharma warrants, net of share settlement | shares | 261,140 | 228,219 | ||||||||||||||||||
License Agreement | AstraZeneca | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Payment for license agreement | $ 3,000 | |||||||||||||||||||
Issuance of common shares as payment assets (in shares) | shares | 109,523 | |||||||||||||||||||
Issuance of common shares as payment for assets | $ 4,080 | |||||||||||||||||||
Credit Agreement Warrants | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Number of securities called by warrants (in shares) | shares | 107,500 | |||||||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 9.9211 | |||||||||||||||||||
Public Offering | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 6,976,745 | |||||||||||||||||||
Issuance price per share (in dollars per share) | $ / shares | $ 43 | |||||||||||||||||||
Proceeds from issuance of common shares | $ 281,100 | |||||||||||||||||||
Offering expenses | 900 | |||||||||||||||||||
Underwriting discounts and commissions | $ 18,000 | |||||||||||||||||||
Public Offering | Subsequent Event | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 4,830,917 | |||||||||||||||||||
Issuance price per share (in dollars per share) | $ / shares | $ 51.75 | |||||||||||||||||||
Proceeds from issuance of common shares | $ 245,877 | |||||||||||||||||||
Offering expenses | 500 | |||||||||||||||||||
Underwriting discounts and commissions | $ 3,623 | |||||||||||||||||||
Over allotment option | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 1,485,000 | 525,000 | ||||||||||||||||||
Proceeds from issuance of common shares | $ 21,221 | |||||||||||||||||||
Underwriting discounts and commissions | $ 1,767 | $ 1,354 | ||||||||||||||||||
Proceeds from issuance of common shares upon completion of initial public offering, net of commissions and underwriting discounts | 23,478 | |||||||||||||||||||
Aggregate net proceeds from the IPO and underwriters issuance | $ 176,128 | |||||||||||||||||||
Over allotment option | Subsequent Event | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 724,637 | |||||||||||||||||||
Proceeds from issuance of common shares | $ 36,956 | |||||||||||||||||||
Underwriting discounts and commissions | $ 543 | |||||||||||||||||||
Over allotment option | BMS and AstraZeneca | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 1,883,523 | |||||||||||||||||||
Stock Offering June 2019 | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Proceeds from issuance of common shares | $ 302,321 | |||||||||||||||||||
Stock Offering January 2020 | Subsequent Event | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Proceeds from issuance of common shares | $ 282,833 | |||||||||||||||||||
Underwritten Public Offering | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 3,859,060 | |||||||||||||||||||
Common stock sold, price per share (in dollars per share) | $ / shares | $ 37.25 | $ 37.25 | ||||||||||||||||||
Gross proceeds from sale of common shares | $ 143,750 | |||||||||||||||||||
Private Placement | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 2,000,000 | |||||||||||||||||||
Issuance price per share (in dollars per share) | $ / shares | $ 27.50 | |||||||||||||||||||
Offering expenses | $ 187 | |||||||||||||||||||
Underwriting discounts and commissions | 2,800 | |||||||||||||||||||
Net proceeds from underwriting | $ 52,013 | |||||||||||||||||||
IPO | ||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||
Common stock issued (in shares) | shares | 9,900,000 | |||||||||||||||||||
Issuance price per share (in dollars per share) | $ / shares | $ 17 | |||||||||||||||||||
Offering expenses | $ 3,868 | |||||||||||||||||||
Underwriting discounts and commissions | 11,781 | |||||||||||||||||||
Proceeds from issuance of common shares upon completion of initial public offering, net of commissions and underwriting discounts | $ 152,651 | |||||||||||||||||||
Convertible preferred stock converted into shares of common stock | shares | 9,358,560 |
Share-Based Compensation - Equi
Share-Based Compensation - Equity Incentive Plans (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2020 | Jan. 31, 2019 | Jan. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | May 03, 2017 | Jan. 31, 2017 | Dec. 31, 2016 | |
Share-Based Compensation | |||||||||
Stock options granted (in shares) | 2,381,575 | ||||||||
Share-based compensation expense | $ 54,972 | $ 16,925 | $ 13,239 | ||||||
Stock options | |||||||||
Share-Based Compensation | |||||||||
Share-based award term (in years) | 10 years | ||||||||
Restricted Share Units | |||||||||
Share-Based Compensation | |||||||||
RSUs granted (in shares) | 118,600 | ||||||||
Minimum | Stock options | |||||||||
Share-Based Compensation | |||||||||
Share-based award vesting period (in years) | 3 years | ||||||||
Maximum | Stock options | |||||||||
Share-Based Compensation | |||||||||
Share-based award vesting period (in years) | 4 years | ||||||||
Equity Incentive Plans | |||||||||
Share-Based Compensation | |||||||||
Shares reserved for future issuance (in shares) | 7,611,971 | ||||||||
2014 Equity Incentive Plan | |||||||||
Share-Based Compensation | |||||||||
Shares reserved for future issuance (in shares) | 4,898,858 | 4,899,230 | 4,000,000 | ||||||
Unallocated common shares (in shares) | 372 | ||||||||
2014 Equity Incentive Plan | Minimum | |||||||||
Share-Based Compensation | |||||||||
Percentage of exercise price per share of stock options over fair market value of common share (percent) | 100.00% | ||||||||
2014 Equity Incentive Plan | Maximum | Stock options | |||||||||
Share-Based Compensation | |||||||||
Share-based award term (in years) | 10 years | ||||||||
2017 Equity Incentive Plan | |||||||||
Share-Based Compensation | |||||||||
Shares reserved for future issuance (in shares) | 2,712,741 | ||||||||
Increase in shares reserved for future issuance (in shares) | 1,767,901 | 1,437,228 | |||||||
Number of shares remaining available for future grant (in shares) | 37,328 | ||||||||
2017 Equity Incentive Plan | Employees and directors | |||||||||
Share-Based Compensation | |||||||||
Share-based compensation expense | $ 46,936 | $ 11,246 | $ 5,210 | ||||||
2017 Equity Incentive Plan | Employees and directors | Stock options | |||||||||
Share-Based Compensation | |||||||||
Stock options granted (in shares) | 2,168,950 | 1,810,000 | 2,335,106 | ||||||
2017 Equity Incentive Plan | Employees and directors | Restricted Share Units | |||||||||
Share-Based Compensation | |||||||||
RSUs granted (in shares) | 118,600 | 0 | 0 | ||||||
2017 Equity Incentive Plan | Non-employees | |||||||||
Share-Based Compensation | |||||||||
Share-based compensation expense | $ 8,036 | $ 5,679 | $ 8,029 | ||||||
2017 Equity Incentive Plan | Non-employees | Stock options | |||||||||
Share-Based Compensation | |||||||||
Stock options granted (in shares) | 212,625 | 145,000 | 273,537 | ||||||
2017 Equity Incentive Plan | Non-employees | Restricted Share Units | |||||||||
Share-Based Compensation | |||||||||
RSUs granted (in shares) | 0 | 0 | 0 | ||||||
2017 Equity Incentive Plan | Minimum | Stock options | |||||||||
Share-Based Compensation | |||||||||
Share-based award vesting period (in years) | 3 years | ||||||||
2017 Equity Incentive Plan | Minimum | Restricted Share Units | |||||||||
Share-Based Compensation | |||||||||
Share-based award vesting period (in years) | 3 years | ||||||||
2017 Equity Incentive Plan | Maximum | Stock options | |||||||||
Share-Based Compensation | |||||||||
Share-based award vesting period (in years) | 4 years | ||||||||
Share-based award term (in years) | 10 years | ||||||||
2017 Equity Incentive Plan | Maximum | Restricted Share Units | |||||||||
Share-Based Compensation | |||||||||
Share-based award vesting period (in years) | 4 years | ||||||||
Share-based award term (in years) | 10 years | ||||||||
2017 Equity Incentive Plan | Subsequent Event | |||||||||
Share-Based Compensation | |||||||||
Increase in shares reserved for future issuance (in shares) | 2,095,040 |
Share-Based Compensation - Non-
Share-Based Compensation - Non-Cash Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-Based Compensation | |||
Share-based compensation expense | $ 54,972 | $ 16,925 | $ 13,239 |
Total unrecognized compensation cost | $ 90,101 | ||
Weighted average period for recognition of compensation cost | 2 years 7 months 6 days | ||
Stock options | |||
Share-Based Compensation | |||
Total unrecognized compensation cost | $ 85,163 | ||
Weighted average period for recognition of compensation cost | 2 years 6 months 29 days | ||
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 | ||
Research and development expenses | |||
Share-Based Compensation | |||
Share-based compensation expense | $ 26,284 | 8,371 | 6,933 |
General and administrative expenses | |||
Share-Based Compensation | |||
Share-based compensation expense | $ 28,688 | $ 8,554 | $ 6,306 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of shares | |||
Outstanding at beginning of period (in shares) | 7,444,179 | ||
Granted (in shares) | 2,381,575 | ||
Exercised (in shares) | (372,739) | ||
Forfeited (in shares) | (30,000) | ||
Outstanding at end of period (in shares) | 9,423,015 | 7,444,179 | |
Options exercisable (in shares) | 5,529,520 | ||
Options unvested (in shares) | 9,423,015 | ||
Weighted Average Exercise Price | |||
Outstanding at beginning of period (in dollars per share) | $ 15.99 | ||
Granted (in dollars per share) | 50.46 | ||
Exercised (in dollars per share) | 16.83 | ||
Forfeited (in dollars per share) | 44.59 | ||
Outstanding at end of period (in dollars per share) | 24.58 | $ 15.99 | |
Options exercisable (in dollars per share) | 15.48 | ||
Options unvested (in dollars per share) | $ 24.58 | ||
Weighted Average Contractual Term and Aggregate Intrinsic Value | |||
Weighted average remaining contractual term of options outstanding (in years) | 7 years 8 months 1 day | ||
Weighted average remaining contractual term of options exercisable (in years) | 6 years 9 months 21 days | ||
Weighted average remaining contractual term of options vested and expected to vest (in years) | 7 years 8 months 1 day | ||
Aggregate intrinsic value of options outstanding | $ 284,300 | $ 156,518 | $ 107,072 |
Aggregate intrinsic value of options exercisable | 215,938 | ||
Aggregate intrinsic value of options vested and expected to vest | 284,300 | ||
Additional disclosure | |||
Fair value of options vested | 67,510 | $ 25,876 | $ 15,494 |
Total unrecognized compensation cost | $ 90,101 | ||
Weighted average period for recognition of compensation cost | 2 years 7 months 6 days | ||
Unvested stock options expected to vest (in shares) | 3,893,495 | ||
Stock options | |||
Additional disclosure | |||
Share-based award term (in years) | 10 years | ||
Total unrecognized compensation cost | $ 85,163 | ||
Weighted average period for recognition of compensation cost | 2 years 6 months 29 days | ||
Stock options | Maximum | |||
Additional disclosure | |||
Share-based award vesting period (in years) | 4 years | ||
Stock options | Minimum | |||
Additional disclosure | |||
Share-based award vesting period (in years) | 3 years |
Share-Based Compensation - St_2
Share-Based Compensation - Stock Option Valuation (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Option Valuation | |||
Exercise price | $ 50.46 | ||
Equity Incentive Plans | Employees and directors | |||
Stock Option Valuation | |||
Risk-free interest rate | 1.90% | 2.91% | 2.10% |
Expected term (in years) | 5 years 10 months 13 days | 6 years 3 months | 6 years 7 days |
Expected volatility | 72.10% | 73.03% | 73.26% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Exercise price | $ 50.53 | $ 32.35 | $ 18.47 |
Equity Incentive Plans | Non-employees | |||
Stock Option Valuation | |||
Risk-free interest rate | 2.21% | 3.06% | 2.35% |
Expected term (in years) | 10 years | 10 years | 10 years |
Expected volatility | 74.04% | 74.50% | 71.12% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Exercise price | $ 49.73 | $ 32.42 | $ 18.23 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Share Units (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Additional Disclosures | |
Total unrecognized compensation cost | $ | $ 90,101 |
Weighted average period for recognition of compensation cost | 2 years 7 months 6 days |
Restricted Share Units | |
Number of Shares | |
Unnvested outstanding at beginning of period (in shares) | shares | 0 |
Granted (in shares) | shares | 118,600 |
Forfeited (in shares) | shares | 0 |
Vested (in shares) | shares | (29,650) |
Unnvested outstanding at end of period (in shares) | shares | 88,950 |
Weighted Average Grant Date Fair Value | |
Unnvested outstanding at beginning of period (in dollars per shares) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 57.40 |
Forfeited (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 57.40 |
Unnvested outstanding at beginning of period (in dollars per shares) | $ / shares | $ 57.40 |
Additional Disclosures | |
Total unrecognized compensation cost | $ | $ 4,938 |
Weighted average period for recognition of compensation cost | 2 years 10 months 24 days |
Fair value of RSUs vested | $ | $ 1,702 |
License and Other Agreements -
License and Other Agreements - Amendment to License Agreement with Yale (Details) $ in Thousands | 1 Months Ended | ||
May 31, 2019USD ($) | Jun. 30, 2018shares | Sep. 30, 2013shares | |
License agreements | |||
Common stock issued (in shares) | shares | 1,111,111 | ||
Yale Agreement | Collaborative arrangement | |||
License agreements | |||
Common stock issued (in shares) | shares | 250,000 | ||
Right to purchase securities in specified future equity offering (as a percent) | 0.10 | ||
Milestone payment to be paid upon regulatory achievement | $ 2,000 | ||
Minimum annual royalty payment to be paid upon sale of product | $ 1,000 | ||
Notice period to terminate agreement | 90 days | ||
Yale Agreement | Collaborative arrangement | Maximum | |||
License agreements | |||
Extension of due diligence requirements | 1 year | ||
Amount of payment subject to due diligence extension | $ 150 |
License and Other Agreements _2
License and Other Agreements - MGH Agreement (Details) - MGH Agreement - Collaborative arrangement $ in Thousands | 1 Months Ended |
Sep. 30, 2014USD ($) | |
Maximum | |
License agreements | |
Upfront payment under the agreement | $ 750 |
Commercial milestone payment to be paid | $ 2,500 |
Royalty to be paid per agreement (percent) | 10.00% |
Minimum | |
License agreements | |
Royalty to be paid per agreement (percent) | 0.00% |
License and Other Agreements _3
License and Other Agreements - ALS Biopharma Agreement (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2018shares | Aug. 31, 2015USD ($)prodrugclaim$ / sharesshares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
License agreements | |||||||||||||
Common stock issued (in shares) | shares | 1,111,111 | ||||||||||||
Research and development | $ | $ 66,019,000 | $ 61,674,000 | $ 175,977,000 | $ 41,003,000 | $ 37,958,000 | $ 47,362,000 | $ 29,052,000 | $ 75,579,000 | $ 344,673,000 | $ 189,951,000 | $ 89,441,000 | ||
ALS Biopharma Agreement | Collaborative arrangement | |||||||||||||
License 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 | ||||||||||||
Common stock issued (in shares) | shares | 50,000 | ||||||||||||
Number of claims | claim | 1 | ||||||||||||
Research and development | $ | $ 0 | $ 0 | $ 0 | ||||||||||
Common stock warrants issued, immediately exercisable | ALS Biopharma Agreement | Collaborative arrangement | |||||||||||||
License agreements | |||||||||||||
Common stock issued (in shares) | shares | 275,000 | ||||||||||||
Common stock sold, price per share (in dollars per share) | $ / shares | $ 5.60 | ||||||||||||
Common stock warrants issued, exercisable upon filing drug application | ALS Biopharma Agreement | Collaborative arrangement | |||||||||||||
License agreements | |||||||||||||
Common stock issued (in shares) | shares | 325,000 | ||||||||||||
Common stock sold, price per share (in dollars per share) | $ / shares | $ 5.60 |
License and Other Agreements _4
License and Other Agreements - Rutgers Agreement (Details) - Rutgers Agreement - Collaborative arrangement $ in Thousands | 1 Months Ended |
Jun. 30, 2016USD ($) | |
License agreements | |
Milestone payment to be paid upon regulatory achievement | $ 825 |
Change of control fee | 0.0030 |
Fair value of derivative liability | $ 0 |
Last patent right expiration period (in years) | 10 years |
Maximum | |
License agreements | |
Extension of due diligence requirements | 1 year |
Amount of payment subject to due diligence extension | $ 500 |
Minimum | |
License agreements | |
Guaranteed royalties | 100 |
Consideration payable upon change-of-control event | $ 100 |
License and Other Agreements _5
License and Other Agreements - BMS Agreement and Amendment (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||
Jun. 30, 2018shares | Mar. 31, 2018USD ($) | May 31, 2017shares | Jul. 31, 2016USD ($)product$ / shares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
License agreements | |||||||||||||||
Common shares value issued | $ 302,321 | $ 230,339 | $ 176,128 | ||||||||||||
Fair value of contingent equity liability | 0 | 0 | 13,082 | ||||||||||||
Common stock issued (in shares) | shares | 1,111,111 | ||||||||||||||
Change in fair value of contingent equity liability | 0 | 0 | 13,082 | ||||||||||||
Research and development | $ 66,019 | $ 61,674 | $ 175,977 | $ 41,003 | $ 37,958 | $ 47,362 | $ 29,052 | $ 75,579 | 344,673 | 189,951 | 89,441 | ||||
BMS Agreement | |||||||||||||||
License agreements | |||||||||||||||
Upfront payment under the agreement | $ 50,000 | ||||||||||||||
BMS Agreement | Collaborative arrangement | |||||||||||||||
License agreements | |||||||||||||||
Common shares value issued | $ 12,500 | ||||||||||||||
Fair value of common share | $ / shares | $ 9.2911 | ||||||||||||||
Common stock issued (in shares) | shares | 1,345,374 | ||||||||||||||
Change in fair value of contingent equity liability | 8,809 | 13,125 | |||||||||||||
Research and development | $ 17,500 | $ 2,000 | $ 5,000 | ||||||||||||
BMS Agreement | Collaborative arrangement | Maximum | |||||||||||||||
License agreements | |||||||||||||||
Milestone payment to be paid upon regulatory achievement | $ 127,500 | ||||||||||||||
Milestone payment to be paid for any product other than rimegepant | 74,500 | ||||||||||||||
Commercial milestone payment to be paid | $ 150,000 | ||||||||||||||
Right to purchase shares fully diluted (as a percent) | 0.08 | ||||||||||||||
BMS Agreement | Collaborative arrangement | Minimum | |||||||||||||||
License agreements | |||||||||||||||
Number of licensed products | product | 1 | ||||||||||||||
Net proceeds | $ 30,000 | ||||||||||||||
Minimum investment in equity | 22,000 | ||||||||||||||
BMS Agreement | Research and development expenses | Collaborative arrangement | |||||||||||||||
License agreements | |||||||||||||||
Fair value of contingent equity liability | $ 13,125 |
License and Other Agreements _6
License and Other Agreements - AstraZeneca Agreement (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018USD ($)shares | Jun. 30, 2018shares | May 31, 2017shares | Oct. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
License agreements | |||||||
Common shares value issued | $ 302,321 | $ 230,339 | $ 176,128 | ||||
Common stock issued (in shares) | shares | 1,111,111 | ||||||
Change in fair value of contingent equity liability | 0 | 0 | 13,082 | ||||
Issuance of common shares as payment for assets | $ 5,646 | $ 4,080 | |||||
AstraZeneca | License Agreement | |||||||
License agreements | |||||||
Payment for license agreement | $ 3,000 | ||||||
Issuance of common shares as payment assets (in shares) | shares | 109,523 | ||||||
Issuance of common shares as payment for assets | $ 4,080 | ||||||
Milestone payment due upon achievement of specified regulatory and commercial milestones | 55,000 | ||||||
Milestone payment due upon achievement of specified sales-based milestones | $ 50,000 | ||||||
Agreement time period | 10 years | ||||||
AstraZeneca | Collaborative arrangement | |||||||
License agreements | |||||||
Expiration period based on country by country basis after first commercial sale (in years) | 10 years | ||||||
Common stock value agreed to issue | $ 10,000 | ||||||
Common shares value issued | $ 5,000 | ||||||
Percentage of shares to be issued upon closing of the transaction | 0.50 | ||||||
Percentage of remaining shares to be issued after contractual events | 0.50 | ||||||
Fair value of common share | $ / shares | $ 9.2911 | ||||||
Preferred stock issued and sold (in shares) | shares | 538,150 | ||||||
Aggregate fair value | $ 5,000 | ||||||
Reclassification of contingent equity to the carrying value | 5,000 | ||||||
Common stock issued (in shares) | shares | 538,149 | ||||||
Change in fair value of contingent equity liability | $ 4,273 | ||||||
AstraZeneca | Collaborative arrangement | Maximum | |||||||
License agreements | |||||||
Milestone payment to be paid upon regulatory achievement | 30,000 | ||||||
Milestone payment to be paid for any product other than Rett syndrome | 60,000 | ||||||
Commercial milestone payment to be paid | $ 120,000 | ||||||
Right to purchase shares fully diluted (as a percent) | 0.08 | ||||||
AstraZeneca | Collaborative arrangement | Minimum | |||||||
License agreements | |||||||
Minimum investment in equity | $ 30,000 |
License and Other Agreements _7
License and Other Agreements - RPharm Agreement (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||
Nov. 30, 2017 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
License agreements | ||||||||||||
Research and development | $ 66,019 | $ 61,674 | $ 175,977 | $ 41,003 | $ 37,958 | $ 47,362 | $ 29,052 | $ 75,579 | $ 344,673 | $ 189,951 | $ 89,441 | |
RPharm Agreement | Collaborative arrangement | ||||||||||||
License agreements | ||||||||||||
Research and development | $ 22 | $ 1,400 | ||||||||||
RPharm Agreement | Collaborative arrangement | Maximum | ||||||||||||
License agreements | ||||||||||||
Commercial milestone payment to be paid | $ 2,500 |
License and Other Agreements _8
License and Other Agreements - Catalent Agreement for Rimegepant (Details) - Catalent Agreement - USD ($) $ in Thousands | 1 Months Ended | |
Jul. 31, 2018 | Jan. 31, 2018 | |
Collaborative arrangement | ||
License agreements | ||
Last patent right expiration period (in years) | 10 years | |
Automatic extension period (in years) | 1 year | |
Commercial Supply Agreement | ||
License agreements | ||
Initial term of agreement (in years) | 5 years | |
Renewal term of agreement (in years) | 2 years | |
Maximum | Collaborative arrangement | ||
License agreements | ||
Milestone payment to be paid upon regulatory achievement | $ 1,500 |
License and Other Agreements _9
License and Other Agreements - Revenue Participation Rights with RPI Finance Trust (Details) - RPI Funding Agreement $ in Thousands | 1 Months Ended |
Jun. 30, 2018USD ($) | |
License agreements | |
Proceeds from royalty agreement | $ 100,000 |
Annual global net sales threshold for revenue participation right | $ 1,500,000 |
Percentage of revenue participation rights available for repurchase (percent) | 100.00% |
Price of revenue participation rights available for repurchase | $ 155,000 |
Revenue Participation Right, tranche one | |
License agreements | |
Participation rate for revenue participation right (percent) | 2.10% |
Revenue Participation Right, tranche one | Maximum | |
License agreements | |
Annual global net sales threshold for revenue participation right | $ 1,500,000 |
Revenue Participation Right, tranche two | |
License agreements | |
Participation rate for revenue participation right (percent) | 1.50% |
License and Other Agreements_10
License and Other Agreements - Biotech Value Advisors Agreement (Details) $ in Thousands | 1 Months Ended |
Mar. 31, 2019USD ($) | |
Collaborative arrangement | Biotech Value Advisors Agreement | Maximum | |
License agreements | |
Commercial milestone payment to be paid | $ 2,000 |
License and Other Agreements_11
License and Other Agreements - Fox Chase Chemical Diversity Center Agreement (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
May 31, 2019 | Jun. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
License agreements | |||||
Issuance of common shares, net of offering costs (in shares) | 1,111,111 | ||||
Issuance of common shares, net of offering costs | $ 302,321 | $ 230,339 | $ 176,128 | ||
FCCDC Agreement | Collaborative arrangement | |||||
License agreements | |||||
Issuance of common shares, net of offering costs (in shares) | 100,000 | ||||
Issuance of common shares, net of offering costs | $ 5,646 | ||||
Development milestone payment to be paid | 4,500 | ||||
Development milestone payments to be paid per each additional NDA filing | 1,000 | ||||
Performance milestone payment to be paid | $ 1,500 | ||||
Time period for payment of performance milestone | 30 months | ||||
FCCDC Agreement | Collaborative arrangement | Minimum | |||||
License agreements | |||||
Earned royalty payment per agreement (percent) | 0.00% | ||||
FCCDC Agreement | Collaborative arrangement | Maximum | |||||
License agreements | |||||
Earned royalty payment per agreement (percent) | 10.00% | ||||
FCCDC Warrants | |||||
License agreements | |||||
Exercise price of warrants (in dollars per share) | $ 56.46 | ||||
Number of securities called by warrants (in shares) | 100,000 |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income (loss) before provision for income taxes | |||||||||||
BVI | $ (541,625) | $ (246,829) | $ (130,359) | ||||||||
Foreign (U.S) | 13,239 | 6,374 | 4,175 | ||||||||
Loss before provision for income taxes | $ (149,335) | $ (105,844) | $ (211,012) | $ (62,195) | $ (54,556) | $ (61,280) | $ (39,244) | $ (85,375) | $ (528,386) | $ (240,455) | $ (126,184) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current income tax provision: | |||||||||||
BVI | $ 0 | $ 0 | $ 0 | ||||||||
Foreign (U.S. federal and state) | 419 | 467 | 997 | ||||||||
Total current income tax provision | 419 | 467 | 997 | ||||||||
Deferred income tax provision (benefit): | |||||||||||
BVI | 0 | 0 | 0 | ||||||||
Foreign (U.S. federal and state) | 0 | 0 | 9 | ||||||||
Total deferred income tax provision (benefit) | 0 | 0 | 9 | ||||||||
Total provision for income taxes | $ (71) | $ 323 | $ 58 | $ 109 | $ 194 | $ 161 | $ 25 | $ 87 | $ 419 | $ 467 | $ 1,006 |
Reconciliation of BVI statutory income tax rate | |||||||||||
BVI statutory income tax rate (as a percent) | 0.00% | 0.00% | 0.00% | ||||||||
Foreign tax rate differential | 0.30% | 0.60% | 1.20% | ||||||||
Tax Credits | (2.20%) | (3.50%) | (2.70%) | ||||||||
Change in valuation allowance | 1.90% | 3.40% | 2.20% | ||||||||
Other | 0.10% | (0.30%) | 0.10% | ||||||||
Effective income tax rate | 0.10% | 0.20% | 0.80% |
Income Taxes - Net Deferred Tax
Income Taxes - Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||||
Foreign net operating loss carryforwards | $ 0 | $ 0 | ||
Tax credits | 21,083 | 11,396 | ||
Other | 1 | 1 | ||
Valuation allowance | (20,728) | (10,957) | $ (2,784) | $ 0 |
Total deferred tax assets, net | 356 | 440 | ||
Deferred tax liabilities: | ||||
Other | (356) | (440) | ||
Total deferred tax liabilities | (356) | (440) | ||
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards and Tax Reforms (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Orphan Drug Credit | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | $ 5,279 | ||
Orphan Drug Credit | Maximum | |||
Tax Credit Carryforward [Line Items] | |||
Limitation on reduction of Orphan Drug Credit | 50.00% | ||
Orphan Drug Credit | Minimum | |||
Tax Credit Carryforward [Line Items] | |||
Limitation on reduction of Orphan Drug Credit | 25.00% | ||
Federal and State | Research and Development | |||
Tax Credit Carryforward [Line Items] | |||
Tax credit carryforwards | $ 14,845 | $ 1,214 |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Valuation allowance as of beginning of year | $ 10,957 | $ 2,784 | $ 0 |
Decreases recorded as benefit to income tax provision | 0 | 0 | 0 |
Increases recorded to income tax provision | 9,771 | 8,173 | 2,784 |
Valuation allowance as of end of year | $ 20,728 | $ 10,957 | $ 2,784 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Unrecognized tax benefits | |||
Accrued interest or penalties related to uncertain tax positions | $ 0 | $ 0 | |
Income tax penalties and interest expense | $ 0 | $ 0 | $ 0 |
Net Loss per Share - Calculatio
Net Loss per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Numerator: | |||||||||||
Net loss | $ (528,805) | $ (240,922) | $ (127,190) | ||||||||
Accretion of beneficial conversion feature on Series A preferred shares | 0 | 0 | (12,006) | ||||||||
Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. | $ (149,264) | $ (106,167) | $ (211,070) | $ (62,304) | $ (54,750) | $ (61,441) | $ (39,269) | $ (85,462) | $ (528,805) | $ (240,922) | $ (139,196) |
Denominator: | |||||||||||
Weighted average common shares outstanding - basic and diluted | 52,285,999 | 52,077,240 | 45,226,434 | 44,242,070 | 40,938,709 | 40,147,735 | 38,942,545 | 36,793,090 | 48,489,890 | 39,188,458 | 27,845,576 |
Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. - basic and diluted | $ (2.85) | $ (2.04) | $ (4.67) | $ (1.41) | $ (1.34) | $ (1.53) | $ (1.01) | $ (2.32) | $ (10.91) | $ (6.15) | $ (5) |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive Securities Excluded from EPS (Details) - shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Securities excluded from computation of diluted net loss per share | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 9,618,716 | 7,665,930 | 6,973,394 |
Options to purchase common shares | |||
Securities excluded from computation of diluted net loss per share | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 9,423,015 | 7,444,179 | 6,151,643 |
Warrants to purchase common shares | |||
Securities excluded from computation of diluted net loss per share | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 106,751 | 221,751 | 821,751 |
Restricted Share Units | |||
Securities excluded from computation of diluted net loss per share | |||
Anti-dilutive securities excluded from calculation of diluted net loss per share | 88,950 | 0 | 0 |
Net Loss per Share - Narrative
Net Loss per Share - Narrative (Details) | Jan. 31, 2017$ / sharesshares |
Common stock warrants issued in connection with the Credit Agreement | |
Warrants | |
Exercise price (in dollars per share) | $ / shares | $ 9.2911 |
Common stock warrants issued to Guarantor in connection with the Credit Agreement | |
Warrants | |
Number of securities called by warrants (in shares) | 107,500 |
Common stock warrants issued to Co-Guarantor in connection with the Credit Agreement | |
Warrants | |
Number of securities called by warrants (in shares) | 107,500 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Jan. 01, 2018 | Oct. 31, 2019USD ($) | Aug. 31, 2019lease | Dec. 31, 2018USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)directorInstallment | Mar. 31, 2019USD ($) |
Other Commitments [Line Items] | |||||||||
Aggregate purchase consideration | $ 595 | ||||||||
Restricted cash | $ 1,000 | ||||||||
Accrued clinical trial costs | $ 6,753 | 16,476 | $ 6,753 | ||||||
BPI | |||||||||
Other Commitments [Line Items] | |||||||||
Ownership interest acquired | 100.00% | ||||||||
BPI | Notes Payable | |||||||||
Other Commitments [Line Items] | |||||||||
Number of annual payments on notes | Installment | 5 | ||||||||
Number of annual interest only payments | director | 4 | ||||||||
Interest rate on notes (percent) | 4.50% | ||||||||
New Headquarters, New Haven, CT | |||||||||
Other Commitments [Line Items] | |||||||||
Rent expense | 43 | $ 75 | |||||||
Capitalized construction costs | 3,404 | 2,198 | |||||||
Lease agreement, term (in months) | 85 months | ||||||||
Lease agreement, term including renewal options (in months) | 120 months | ||||||||
Purchase of property upon execution of option | 2,700 | ||||||||
Yardley Pennsylvania Office Space | |||||||||
Other Commitments [Line Items] | |||||||||
Lease agreement, term (in months) | 88 months | ||||||||
Lease agreement, term including renewal options (in months) | 148 months | ||||||||
Number of operating leases | lease | 2 | ||||||||
Rent expense | 68 | ||||||||
Office Space, New Haven, CT | |||||||||
Other Commitments [Line Items] | |||||||||
Rent expense | 114 | $ 73 | |||||||
BMS Agreement | Required payment on commencement of Phase 1 clinical trial | |||||||||
Other Commitments [Line Items] | |||||||||
Accrued clinical trial costs | $ 2,000 | $ 2,000 | |||||||
BMS Agreement | Required payment on commencement of Phase 2 clinical trial | |||||||||
Other Commitments [Line Items] | |||||||||
Accrued clinical trial costs | $ 4,000 | ||||||||
BMS Agreement | Required payment on commencement of Phase 3 clinical trial | |||||||||
Other Commitments [Line Items] | |||||||||
Accrued clinical trial costs | $ 6,000 | ||||||||
BMS Agreement | Payment required in relation to NDA filing for rimegepant | |||||||||
Other Commitments [Line Items] | |||||||||
Milestone payment | $ 7,500 |
Related Party Transactions (Det
Related Party Transactions (Details) $ / shares in Units, $ in Thousands | Sep. 30, 2018USD ($)shares | Aug. 31, 2016shares | Aug. 29, 2016directorshares | Sep. 30, 2013investor | Nov. 30, 2018USD ($)shares | Mar. 31, 2018USD ($) | Jan. 31, 2018USD ($)shares | Oct. 31, 2017USD ($)shares | Jun. 30, 2017USD ($)shares | Mar. 31, 2017USD ($)shares | Jan. 31, 2018shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 31, 2019$ / sharesshares | Jan. 26, 2017$ / sharesshares |
Related Party Transactions | ||||||||||||||||
Common stock value | $ 881,426 | $ 554,384 | ||||||||||||||
Purchase of Kleo common stock | 0 | 6,375 | $ 6,627 | |||||||||||||
Guarantor and Co-Guarantor Warrants | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Number of securities called by warrants (in shares) | shares | 107,500 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 9.2911 | |||||||||||||||
License Agreement with Yale | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Recognized research and development expenses | 0 | 0 | ||||||||||||||
Due to related party | $ 0 | 0 | ||||||||||||||
Chief Executive Officer | License Agreement with Yale | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Payment to related party upon sale of stock | $ 600 | |||||||||||||||
Number of inventors of the patents licensed from Yale | investor | 1 | |||||||||||||||
Common shares issued | shares | 250,000 | |||||||||||||||
Percent of Company's outstanding equity fully diluted | 5.10% | |||||||||||||||
Common stock value | $ 152 | |||||||||||||||
Directors | Guarantor and Co-Guarantor Warrants | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Number of securities called by warrants (in shares) | shares | 107,500 | |||||||||||||||
Exercise price of warrants (in dollars per share) | $ / shares | $ 9.2911 | |||||||||||||||
Equity Investment | Kleo Pharmaceuticals, Inc. | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Shares purchased in equal tranches | shares | 1,375,000 | 1,375,000 | ||||||||||||||
Purchase of Kleo common stock | $ 1,375 | |||||||||||||||
Ownership percentage | 42.00% | |||||||||||||||
Kleo | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Purchase of Kleo common stock | $ 5,000 | $ 2,253 | $ 6,375 | |||||||||||||
Shares of Kleo common stock purchased (shares) | shares | 1,420,818 | 2,049,543 | ||||||||||||||
Ownership percentage | 42.00% | 46.60% | 46.60% | 43.30% | ||||||||||||
Kleo | Kleo Stock Purchase Agreement | ||||||||||||||||
Related Party Transactions | ||||||||||||||||
Number to designate to Kleo's board of directors | director | 2 | |||||||||||||||
Shares purchased in equal tranches | shares | 1,375,000 | |||||||||||||||
Purchase of Kleo common stock | $ 1,375 | $ 1,375 | $ 1,375 | $ 1,375 | ||||||||||||
Shares of Kleo common stock purchased (shares) | shares | 3,000,000 | 1,375,000 | 1,375,000 | 1,375,000 | 1,375,000 | 5,500,000 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating expenses: | |||||||||||
Research and development | $ 66,019 | $ 61,674 | $ 175,977 | $ 41,003 | $ 37,958 | $ 47,362 | $ 29,052 | $ 75,579 | $ 344,673 | $ 189,951 | $ 89,441 |
General and administrative | 68,970 | 28,782 | 23,235 | 13,462 | 10,108 | 7,574 | 9,064 | 7,857 | 134,449 | 34,603 | 18,141 |
Total operating expenses | 134,989 | 90,456 | 199,212 | 54,465 | 48,066 | 54,936 | 38,116 | 83,436 | 479,122 | 224,554 | 107,582 |
Loss from operations | (134,989) | (90,456) | (199,212) | (54,465) | (48,066) | (54,936) | (38,116) | (83,436) | (479,122) | (224,554) | (107,582) |
Other income (expense): | |||||||||||
Non-cash interest expense on mandatorily redeemable preferred shares | (4,378) | (4,378) | (3,955) | 0 | (12,711) | 0 | 0 | ||||
Non-cash interest expense on non-recourse debt related to sale of future royalties | (7,308) | (7,308) | (5,151) | (6,813) | (5,592) | (5,633) | (501) | 0 | (26,580) | (11,726) | 0 |
Change in fair value of derivative liability | (895) | (1,717) | (1,263) | 0 | (3,875) | 0 | 512 | ||||
Change in fair value of warrant liability | 0 | 0 | 0 | (1,182) | 0 | (1,182) | (3,241) | ||||
Loss from equity method investment | (1,768) | (1,993) | (1,415) | (900) | (742) | (697) | (641) | (728) | (6,076) | (2,808) | (1,885) |
Other | 3 | 8 | (16) | (17) | (156) | (14) | 14 | (29) | (22) | (185) | (906) |
Total other income (expense), net | (14,346) | (15,388) | (11,800) | (7,730) | (6,490) | (6,344) | (1,128) | (1,939) | (49,264) | (15,901) | (18,602) |
Loss before provision for income taxes | (149,335) | (105,844) | (211,012) | (62,195) | (54,556) | (61,280) | (39,244) | (85,375) | (528,386) | (240,455) | (126,184) |
Provision for income taxes | (71) | 323 | 58 | 109 | 194 | 161 | 25 | 87 | 419 | 467 | 1,006 |
Net loss attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. | $ (149,264) | $ (106,167) | $ (211,070) | $ (62,304) | $ (54,750) | $ (61,441) | $ (39,269) | $ (85,462) | $ (528,805) | $ (240,922) | $ (139,196) |
Net loss per share attributable to common shareholders of Biohaven Pharmaceutical Holding Company Ltd. - basic and diluted | $ (2.85) | $ (2.04) | $ (4.67) | $ (1.41) | $ (1.34) | $ (1.53) | $ (1.01) | $ (2.32) | $ (10.91) | $ (6.15) | $ (5) |
Weighted average common shares outstanding - basic and diluted | 52,285,999 | 52,077,240 | 45,226,434 | 44,242,070 | 40,938,709 | 40,147,735 | 38,942,545 | 36,793,090 | 48,489,890 | 39,188,458 | 27,845,576 |
Payment for priority voucher to expedite regulatory review | $ 105,000 |