BioXcel Therapeutics to be Acquired for $1.00/Share

Ticker: BTAI · Form: 8-K · Filed: Apr 10, 2024 · CIK: 1720893

Sentiment: neutral

Topics: acquisition, merger, definitive-agreement

TL;DR

BioXcel is getting bought out for $1/share cash, deal expected H2 2024.

AI Summary

BioXcel Therapeutics, Inc. announced on April 10, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Kindred Health Holdings, L.P. for $1.00 per share in cash. This transaction is expected to close in the second half of 2024, subject to customary closing conditions.

Why It Matters

This acquisition provides BioXcel shareholders with a cash payout and marks a significant transition for the company's future operations under new ownership.

Risk Assessment

Risk Level: medium — The acquisition price of $1.00 per share may be a point of contention for shareholders, and the deal is subject to closing conditions.

Key Numbers

Key Players & Entities

FAQ

What is the total value of the acquisition?

The filing does not provide the total value of the acquisition, only the price per share of $1.00.

Who is the acquiring entity?

The acquiring entity is an affiliate of Kindred Health Holdings, L.P.

When is the acquisition expected to close?

The acquisition is expected to close in the second half of 2024.

Are there any conditions to closing the acquisition?

Yes, the acquisition is subject to customary closing conditions.

What is BioXcel Therapeutics, Inc.'s primary business?

BioXcel Therapeutics, Inc. is in the Pharmaceutical Preparations industry (SIC code 2834).

Filing Stats: 1,747 words · 7 min read · ~6 pages · Grade level 16.5 · Accepted 2024-04-10 07:05:54

Key Financial Figures

Filing Documents

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On April 10, 2024, BioXcel Therapeutics, Inc. (the "Company" or "BioXcel") issued a presentation regarding the planned design of its upcoming TRANQUILITY In-Care Phase 3 trial. A copy of the presentation is furnished hereto as Exhibit 99.1 and is incorporated herein by reference, and will also be available through the "Investors & Media" page of the Company's website at http://www.bioxceltherapeutics.com. The information in this Item 7.01 on this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. On April 10, 2024, the Company provided the following updates regarding the planned design of its upcoming TRANQUILITY In-Care Phase 3 trial to evaluate BXCL501, the Company's investigational proprietary, orally dissolving film formulation of dexmedetomidine, as a potential acute treatment for agitation associated with Alzheimer's dementia (AAD) in the care setting. TRANQUILITY In-Care Pivotal Phase 3 Trial Design Summary The TRANQUILITY In-Care trial is designed as a double blind, placebo-controlled study to evaluate the efficacy and safety of a 60 mcg dose of BXCL501 over a 12-week period. The trial is expected to enroll a total of approximately 150 patients 55 years and older across the spectrum of Alzheimer's disease severity with mild, moderate, and severe dementia with mini-mental state examination (MMSE) scores of 0 to 25 who reside in skilled nursing facilities, memory care units, or assisted living facilities. The trial is expected to enroll patients with episodic agitation with patients self-administering 60 mcg of BXCL501 or placebo when agitation episodes occur over the trial period. The primary endpoint is expected to be a change from baseline in the Positive and Negative Syndrome Scale-Excitatory Component (PEC) total score at two hours post-first dose. This is the same endpoint used in previous TRANQUILITY trials and in studies that supported the FDA approval of IGALMI (dexmedetomidine) sublingual film. Continued efficacy evaluations are expected to be conducted through performing additional PEC and complementary efficacy measures, including the global impression of change in agitation. As part of the TRANQUILITY In-Care trial, the Company plans to include a feasibility cohort of 20 patients that would be evaluated in the home setting. The Company expects to generate additional Phase 3 efficacy and safety data in the TRANQUILITY In-Care trial to expand the database beyond the 70 patients who have already been

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K ("Form 8-K") includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended 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, statements regarding the planned trial design of the TRANQUILITY In-Care trial; expected discussions with the FDA; and the potential for the results from the Company's completed, ongoing and proposed clinical trials to support regulatory approvals for its product candidates in both the care-facility and at-home settings. 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 statements as a

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 BioXcel Therapeutics, Inc. April 10, 2024 Presentation 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: April 10, 2024 BIOXCEL THERAPEUTICS, INC. /s/ Richard Steinhart By: Richard Steinhart Title: Chief Financial Officer

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