Item 1.01  Entry into a Material Definitive Agreement.
On January 1, 2021, Biohaven Pharmaceutical Holding Company Ltd. (the "Company")
and its subsidiaries Biohaven Therapeutics Ltd. ("Therapeutics") and Kleo
Acquisition, Inc. ("Merger Sub") entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Kleo Pharmaceuticals, Inc. ("Kleo") and
Shareholder Representative Services LLC, which contemplates Merger Sub, subject
to the terms and conditions set forth in the Merger Agreement, merging with and
into Kleo, with Kleo surviving the merger as a wholly-owned subsidiary of the
Company. The merger closed on January 4, 2021.
In the merger, each share of Kleo common stock issued and outstanding
immediately prior to the effective time of the merger was converted into the
right to receive (i) approximately 0.007 of a common share of the Company,
rounded up to the nearest whole share, (ii) one contingent value right, as
further described below, and (iii) certain other amounts to extent released from
escrows established to provide for indemnification claims.
The merger values Kleo at approximately $20 million, exclusive of the value of
the contingent value rights, and the Merger Agreement provides for approximately
$1 million of holdbacks to provide for indemnification claims. Prior to the
consummation of the merger, the Company owned approximately 42% of the
outstanding shares of Kleo through its subsidiary Therapeutics, resulting in an
aggregate maximum of 116,007 common shares of the Company being issued to Kleo
stockholders in the merger, assuming each Kleo stockholder is an accredited
investor entitled under the Merger Agreement to receive common shares of the
Company.
In the merger, each share of Kleo common stock received one contingent value
right, representing the right to receive $1.00 in cash if certain specified Kleo
biopharmaceutical products or product candidates receive the approval of the
U.S. Food and Drug Administration prior to the expiration of 30 months following
the effective time of the merger. The maximum amount payable pursuant to the
contingent value rights is approximately $17.3 million.
The Merger Agreement contains various representations and warranties, covenants,
indemnification obligations and other provisions customary for transactions of
this nature. Kleo's employees, other than its President and CFO, will be
retained as part of the merger.
Pursuant to the Merger Agreement, the Company has agreed to prepare and file a
registration statement permitting Kleo stockholders to offer and sell the common
shares of the Company issued in the merger.
The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the complete text of
the Merger Agreement, which is filed as Exhibit 1.1 hereto.
Item 8.01  Other Events.

Pursuant to the terms and subject to the conditions of the Merger Agreement,
stockholders of Kleo receive up to approximately 116,007 common shares of the
Company as merger consideration. Those common shares were issued without
registration under the Securities Act of 1933 in reliance on the private
offering exemption provided by Section 4(a)(2) thereof. The securities will bear
a legend restricting their further transfer or sale until they have been
registered under the Securities Act of 1933 or an exemption from registration
thereunder is available.
On January 7, 2021, the Company issued a press release announcing the
acquisition of Kleo. A copy of the press release is attached as Exhibit 99.1
hereto and incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits

      Exhibit Number                                       Exhibit Description
           1.1                     Agreement and Plan of Merger, dated as of January 1, 2021, by and
                                 between Biohaven Pharmaceutical Holding Company Ltd., Biohaven
                                 Therapeutics Ltd., Kleo Acquisition, Inc., Kleo Pharmaceuticals, Inc.
                                 and Shareholder Representative Services LLC.
           99.1                    Press Release, dated January 7, 2021, issued by Biohaven
                                 Pharmaceutical Holding Company Ltd.
           104                   The cover page of this Current Report on Form 8-K formatted as Inline
                                 XBRL.


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