BioXcel Therapeutics Files 8-K

TL;DR

BioXcel Therapeutics filed an 8-K on 3/25/24 for a material agreement and financials.

AI Summary

On March 25, 2024, BioXcel Therapeutics, Inc. filed an 8-K report. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. Specific details of the agreement or financial figures were not provided in the excerpt.

Why It Matters

This filing signals a significant corporate event for BioXcel Therapeutics, potentially involving new agreements or financial updates that could impact investors.

Risk Assessment

Risk Level: low — The filing is a standard corporate disclosure and does not inherently present new risks without further details on the agreement.

Key Players & Entities

• BioXcel Therapeutics, Inc. (company) — Registrant
• March 25, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 B — h registered Common Stock, par value $0.001 BTAI The Nasdaq Capital Market Indic
• $0.001 — he "Shares") of common stock, par value $0.001 per share ("Common Stock"), and accompa
• $2.901 — n Stock at a combined offering price of $2.901 per Share and Accompanying Warrant and
• $2.900 — Stock, at a combined offering price of $2.900 per share underlying each Pre-Funded Wa
• $24.9 m — eeds from the Offering of approximately $24.9 million, after deducting estimated offeri
• $3.20 — rice per share of Common Stock equal to $3.20 per share. The exercise price and the n

Filing Documents

• tm249625d2_8k.htm (8-K) — 37KB
• tm249625d2_ex4-1.htm (EX-4.1) — 81KB
• tm249625d2_ex4-2.htm (EX-4.2) — 87KB
• tm249625d2_ex5-1.htm (EX-5.1) — 22KB
• tm249625d2_ex10-1.htm (EX-10.1) — 180KB
• image_004.jpg (GRAPHIC) — 11KB
• tm249625d2_ex4-1img002.jpg (GRAPHIC) — 2KB
• tm249625d2_ex4-2img001.jpg (GRAPHIC) — 4KB
• tm249625d2_ex5-1img002.jpg (GRAPHIC) — 5KB
• 0001104659-24-038441.txt ( ) — 710KB
• btai-20240325.xsd (EX-101.SCH) — 3KB
• btai-20240325_lab.xml (EX-101.LAB) — 33KB
• btai-20240325_pre.xml (EX-101.PRE) — 22KB
• tm249625d2_8k_htm.xml (XML) — 3KB

01. Entry Into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement. On March 25, 2024, BioXcel Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers named therein (collectively, the "Purchasers"). Pursuant to the Purchase Agreement, the Company agreed to issue and sell to the Purchasers in a registered direct offering (the "Offering") an aggregate of 3,054,609 shares (the "Shares") of common stock, par value $0.001 per share ("Common Stock"), and accompanying warrants (the "Accompanying Warrants") to purchase up to 3,054,609 shares of Common Stock at a combined offering price of $2.901 per Share and Accompanying Warrant and pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 5,565,027 shares of Common Stock and Accompanying Warrants to purchase up to 5,565,027 shares of Common Stock, at a combined offering price of $2.900 per share underlying each Pre-Funded Warrant and Accompanying Warrant, which equals the offering price per Share and Accompanying Warrant less the $0.001 exercise price per share of the Pre-Funded Warrants, under an effective shelf registration statement on Form S-3 (File No. 333-275261) and a related prospectus supplement filed with the Securities and Exchange Commission ("SEC") on March 25, 2024 (the "Prospectus Supplement"). The closing of the Offering is expected to occur on or about March 27, 2024, subject to the satisfaction of customary closing conditions. The Pre-Funded Warrants and Accompanying Warrants are not listed on the Nasdaq Capital Market or any other securities exchange or trading system and the Company does not intend to list them. The Company expects to receive net proceeds from the Offering of approximately $24.9 million, after deducting estimated offering expenses payable by the Company, and excluding the proceeds, if any, from the exercise of the Pre-Funded Warrants and the Accompanying Warrants sold in the Offering. The Company intends to use the ne

Forward-Looking Statements

Forward-Looking Statements This Form 8-K includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Form 8-K other than statements of historical fact should be considered forward-looking statements, including, without limitation, proceeds from the Offering combined with the Company's existing cash and cash equivalents to fund the Company's operations and liquidity requirements, and the closing of the Offering . When used herein, words including "anticipate," "believe," "can," "continue," "could," "designed," "estimate," "expect," "forecast," "goal," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based upon the Company's current expectations and various assumptions. The Company believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. The Company may not realize its expectations, and its beliefs may not prove correct. Actual results could differ materially from those described or implied by such forward-looking

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibit No. Description 4.1 Form of Pre-Funded Warrant 4.2 Form of Accompanying Warrant 5.1 Opinion of Latham & Watkins LLP 10.1 Securities Purchase Agreement, dated March 25, 2024, between the Company and the Purchasers 23.1 Consent of Latham & Watkins LLP (included in Exhibit 5.1) 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 25, 2024 BIOXCEL THERAPEUTICS, INC. /s/ Javier Rodriguez By: Javier Rodriguez Title: SVP, Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR