BioXcel Therapeutics Files 8-K on Corporate Changes
Ticker: BTAI · Form: 8-K · Filed: Jun 12, 2024 · CIK: 1720893
Sentiment: neutral
Topics: corporate-governance, filing
TL;DR
BioXcel filed an 8-K detailing corporate changes and shareholder votes.
AI Summary
BioXcel Therapeutics, Inc. filed an 8-K on June 12, 2024, reporting on events that occurred on June 10, 2024. The filing indicates changes to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located at 555 Long Wharf Drive, New Haven, CT 06511.
Why It Matters
This filing signals potential shifts in BioXcel Therapeutics' corporate structure or governance, which could impact its strategic direction and shareholder rights.
Risk Assessment
Risk Level: low — This is a routine corporate filing that does not immediately indicate significant financial or operational risks.
Key Players & Entities
- BioXcel Therapeutics, Inc. (company) — Registrant
- Delaware (jurisdiction) — State of incorporation
- 555 Long Wharf Drive, New Haven, CT 06511 (address) — Principal executive offices
FAQ
What specific amendments were made to BioXcel Therapeutics' articles of incorporation or bylaws?
The filing indicates that amendments were made, but the specific details of these amendments are not provided in the summary information.
What matters were submitted to a vote of BioXcel Therapeutics' security holders?
The filing states that matters were submitted to a vote, but the nature of these matters is not detailed in the provided text.
When did the events reported in this 8-K filing occur?
The earliest event reported occurred on June 10, 2024.
What is BioXcel Therapeutics' fiscal year end?
BioXcel Therapeutics' fiscal year ends on December 31.
What is the SIC code for BioXcel Therapeutics, Inc.?
The Standard Industrial Classification (SIC) code for BioXcel Therapeutics, Inc. is 2834, which corresponds to Pharmaceutical Preparations.
Filing Stats: 1,048 words · 4 min read · ~3 pages · Grade level 12.5 · Accepted 2024-06-11 17:56:21
Key Financial Figures
- $0.001 B — ch registered Common Stock, par value $0.001 BTAI The Nasdaq Capital Market Indic
Filing Documents
- tm249625d6_8k.htm (8-K) — 48KB
- tm249625d6_ex3-1.htm (EX-3.1) — 7KB
- 0001104659-24-070503.txt ( ) — 229KB
- btai-20240610.xsd (EX-101.SCH) — 3KB
- btai-20240610_lab.xml (EX-101.LAB) — 33KB
- btai-20240610_pre.xml (EX-101.PRE) — 22KB
- tm249625d6_8k_htm.xml (XML) — 4KB
03. Amendments to Articles of
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On June 10, 2024, BioXcel Therapeutics, Inc. (the "Company") held its 2024 annual meeting of sstockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the number of authorized shares of the Company's common stock from 100,000,000 to 200,000,000. The Company's board of directors previously approved the amendment to the Certificate of Incorporation and, on June 10, 2024, the Company filed a Certificate of Amendment to the Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware. The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
07. Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. At the Annual Meeting, a total of 26,109,721 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 70.5% of the Company's outstanding common stock as of the April 10, 2024 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024.
— Election of two Class III
Item 1 — Election of two Class III directors for a term of office expiring on the date of the annual meeting of stockholders in 2027 and until their respective successors have been duly elected and qualified. NOMINEE Votes FOR Votes WITHHELD Broker Non-Votes Vimal Mehta, Ph.D. 16,490,409 2,066,701 7,552,611 Peter Mueller, Ph.D. 13,702,818 4,854,292 7,552,611
— Ratification of the appointment of Ernst &
Item 2 — Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 25,725,808 262,875 121,038 0
— Approval, on an advisory (non-binding)
Item 3 — Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers ("Say-on-Pay Vote"). Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 14,391,943 4,123,997 41,170 7,552,611
— Approval, on an advisory (non-binding)
Item 4 — Approval, on an advisory (non-binding) basis, of the frequency of future Say-on-Pay Votes. 1 Year 2 Years 3 Years Votes ABSTAINED Broker Non-Votes 18,205,858 21,019 136,882 193,351 7,552,611
— Approval of an amendment to the
Item 5 — Approval of an amendment to the Company's Certificate of Incorporation, as amended, to authorize additional shares of common stock from 100,000 to 200,000. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 21,154,462 4,882,353 72,906 0
— Approval of an amendment to the
Item 6 — Approval of an amendment to the Company's Certificate of Incorporation, as amended, to provide for exculpation of officers to the extent permitted by the General Corporation Law of the State of Delaware. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 17,766,354 733,972 56,784 7,552,611
— Approval of an adjournment of the Annual Meeting to
Item 7 — Approval of an adjournment of the Annual Meeting to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve Proposal Nos. 5 and/or 6. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 15,516,213 2,998,961 41,936 7,552,611 Based on the foregoing, the two director nominees were elected, and Items 2, 3, 4, 5 and 7 were approved. In addition, the stockholders approved, on an advisory (non-binding) basis, "1 Year" as the frequency of future stockholder advisory votes on executive compensation. In light of these results on the frequency of the future Say-on-Pay Votes, which are consistent with the Board's recommendation, the Company has determined to hold an advisory (non-binding) vote on executive compensation each year until such time as the next advisory (non-binding) vote regarding the frequency of advisory (non-binding) votes on executive compensation is submitted to the Company's stockholders.
01. Financial Statements and
Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of BioXcel Therapeutics, Inc., as amended, dated June 10, 2024 . 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. BIOXCEL THERAPEUTICS, INC. Date: June 11, 2024 By: /s/ Richard Steinhart Richard Steinhart Chief Financial Officer