BHVN Biohaven Ltd

Item 1.01.                                         Entry into a Material Definitive Agreement.

Funding Agreement

On June 18, 2018, pursuant to the Funding Agreement (the “ Funding Agreement ”) entered into on the same date by Biohaven Pharmaceutical Holding Company Ltd. (the “ Company ”) and RPI Finance Trust, a Delaware statutory trust (“ RPI ”), the Company issued to RPI the right to receive certain revenue participation payments, subject to certain reductions, based on the future net global sales of pharmaceutical products containing the compounds rimegepant or BHV-3500 and certain derivative compounds thereof (the “ Products ”), for each calendar quarter during the royalty term contemplated by the Funding Agreement (the “ Revenue Participation Right ”), in exchange for $100,000,000 in cash (the “ Purchase Price ”). Specifically, the participation rate commences at 2.10 percent on net global annual sales of up to and equal to $1.5 billion, declining to 1.50 percent on net global annual sales exceeding $1.5 billion.

In addition, until July 18, 2018, if the Company enters into a definitive agreement to consummate a change of control, the Company will have the option (the “ Buy-Back Option ”) to repurchase one hundred percent (100%) of the Revenue Participation Right from RPI for a purchase price of $155,000,000. The Company’s obligation to consummate the repurchase of the Revenue Participation Right following the exercise of the Buy-Back Option will be contingent upon the consummation of such change of control.

The Funding Agreement contains various representations and warranties, covenants, indemnification obligations and other provisions customary for transactions of this nature.

Purchase Agreement

On June 18, 2018, in connection with the Funding Agreement, the Company entered into a common stock purchase agreement (the “ Purchase Agreement ”) with RPI, pursuant to which the Company, in a private placement, agreed to issue and sell to RPI 1,111,111 common shares (the “ Shares ”), of no par value, of the Company, at a price of $45.00 per share for gross proceeds to the Company of $50,000,000.00 before deducting fees and expenses (the “ Financing ”).

The Purchase Agreement contains various representations and warranties, covenants, indemnification obligations and other provisions customary for transactions of this nature.  The closing of the Financing is subject to the receipt of legal opinions by each party, consummation of the transactions under the Funding Agreement, approval of a supplementary listing application by the New York Stock Exchange and other customary closing conditions.

The Shares were offered and will be issued and sold in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act ”), set forth under Section 4(a)(2) of the Securities Act relating to sales by an issuer not involving any public offering and in reliance on similar exemptions under applicable state laws. RPI represented that it is an accredited investor and that it is acquiring the Shares for investment purposes only and not with a view to any resale, distribution or other disposition of such securities in violation of the United States federal securities laws. Neither this Current Report on Form 8-K, nor the exhibit attached hereto is an offer to sell or the solicitation of an offer to buy the securities described herein.

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The Company expects to use the proceeds from the Purchase Price and Financing towards working capital and general corporate purposes, including the continued development and commercialization of its lead product candidate, rimegepant.

The foregoing descriptions of the Funding Agreement and the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the Funding Agreement and the Purchase Agreement, which will be filed as exhibits to the Company’s next quarterly report on Form 10-Q, requesting confidential treatment with respect to certain matters.