BioXcel Therapeutics Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

BioXcel Therapeutics 8-K: Material agreements, equity sales, and exec changes filed Nov 21.

AI Summary

BioXcel Therapeutics, Inc. filed an 8-K on November 21, 2024, reporting on several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors and officers, including compensatory arrangements. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for BioXcel Therapeutics, including potential new agreements and changes in its leadership structure, which could impact its strategic direction and operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered equity sales, which can introduce financial and operational risks.

Key Players & Entities

• BioXcel Therapeutics, Inc. (company) — Registrant
• November 21, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $0.001 B — registered Common Stock, par value $0.001 BTAI The Nasdaq Capital Market Indic
• $50.0 million — n or before November 30, 2024, at least $50.0 million in gross cash proceeds from the issuanc
• $7.0 million — or prior to November 27, 2024, at least $7.0 million in gross cash proceeds from the issuanc
• $18.0 million — irement by February 15, 2025), at least $18.0 million in net cash proceeds (including the pro
• $29.0 million — ERENITY At-Home Phase 3 trial, at least $29.0 million in net cash proceeds (including the pro
• $7.5 million — nt to require minimum cash liquidity of $7.5 million (instead of $25.0 million) from and aft
• $25.0 million — h liquidity of $7.5 million (instead of $25.0 million) from and after the closing of Raise 1
• $10.0 m — nimum liquidity amount will increase to $10.0 million, and on September 30, 2025, the m
• $15.0 million — quidity amount will further increase to $15.0 million. In connection with the Fifth Amendmen
• $2.5 million — make a one-time amortization payment of $2.5 million principal amount, together with accrued
• $0.01 — ifth Amendment, at an exercise price of $0.01 per share (the "New Warrants"). The New
• $90,000 — ack shall receive (i) a cash payment of $90,000, paid in monthly installments of $15,00
• $15,000 — 90,000, paid in monthly installments of $15,000 on the last date of each month for six

Filing Documents

• tm2428677d2_8k.htm (8-K) — 50KB
• tm2428677d2_ex4-1.htm (EX-4.1) — 68KB
• tm2428677d2_ex4-2.htm (EX-4.2) — 247KB
• tm2428677d2_ex10-1.htm (EX-10.1) — 1082KB
• 0001104659-24-121582.txt ( ) — 1892KB
• btai-20241121.xsd (EX-101.SCH) — 3KB
• btai-20241121_lab.xml (EX-101.LAB) — 33KB
• btai-20241121_pre.xml (EX-101.PRE) — 22KB
• tm2428677d2_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Fifth Amendment to Credit Agreement On November 21, 2024, BioXcel Therapeutics, Inc. (the "Company") entered into the Fifth Amendment to Credit Agreement and Guaranty and First Amendment to Fourth Amendment to Credit Agreement and Guaranty (the "Fifth Amendment"), which amended the Credit Agreement and Guaranty, dated April 19, 2022, by and among the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders party thereto (the "Lenders"), and Oaktree Fund Administration LLC ("OFA") as administrative agent (as amended by the Waiver and First Amendment to Credit Agreement and Guaranty, dated as of November 13, 2023, the Second Amendment to Credit Agreement and Guaranty and Termination of Revenue Interest Financing Agreement, dated as of December 5, 2023, the Third Amendment to Credit Agreement, dated as of February 12, 2024, and the Fourth Amendment to Credit Agreement and Guaranty, dated as of March 20, 2024 (the "Fourth Amendment"), the "Existing Credit Agreement"). Pursuant to the Fifth Amendment, the Lenders agreed to, among other things, (i) waive the Credit Agreement's covenant that the report and opinion the Company will receive from its independent registered public accounting firm with respect to the financial statements for the year ending December 31, 2024 will not contain a "going concern" or similar qualification, (ii) permanently waive the Credit Agreement's minimum revenue covenant, and (iii) waive the Fourth Amendment's requirement that the Company raise, after the effective date of the Fourth Amendment and on or before November 30, 2024, at least $50.0 million in gross cash proceeds from the issuance of its common stock, warrants, and/or pre-funded warrants, and/or in cash and/or non-cash consideration from newly entered-into partnering transactions. The Fifth Amendment includes a new capital raising covenant requiring

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information included in Item 1.01 above regarding the issuance of the New Warrants is incorporated by reference under this Item 3.02. The New Warrants were issued, and the New Warrant Shares will be issued (if at all), in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), contained in Section 4(a)(2) of the Securities Act. The Lenders have represented that they are acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends have been or will be affixed to the securities. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 21, 2024, the Board of Directors (the "Board") of the Company increased the size of the Board from six to seven directors. On November 21, 2024, the Board appointed David Mack to the Board, effective as of November 21, 2024. Mr. Mack will serve as a Class I director for a term expiring at the Company's annual meeting of stockholders to be held in 2025 and until his successor is duly elected and qualified or his earlier death, disqualification, resignation or removal. In connection with his appointment, Mr. Mack was also appointed to the Compensation Committee, effective with his commencement of service, as well as the newly formed Capital Raising Committee. Mr. Mack, 54, has more than 25 years of experience as a lawyer, director, and investor. He has extensive experience in leading transactions as well as deep knowledge of complex restructuring and litigation. He has previously served (or serves) on the boards of TerraForm Global, Inc. (NSDQ: GLBL), Speedcast International Limited (ASX: SDA) and Intelsat S.A., among others. He started his career in Sydney as a lawyer with Mallesons Ste

01 Other Events

Item 8.01 Other Events. Intellectual Property Updates The Company previously announced that it had received an issue notification from the USPTO for U.S. Patent Application No. 18/600,431, from which U.S. Patent No. 12,138,247 (the "'431 Patent") was issued on November 12, 2024. The 431 Patent claims a method of treating agitation using an oromucosal formulation of dexmedetomidine. The 431 Patent has an expiration date of January 12, 2043, subject to PTA, PTE and terminal disclaimers. As of November 18, 2024, the 431 Patent has been accepted for listing in the FDA Approved Drug Products with Therapeutic Equivalence Evaluations (commonly known as the "Orange Book"). The 431 Patent is the Company's the 13th Orange Book-listed patent.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d)Exhibits: Exhibit No. Description 4.1 Form of New Warrant 4.2 Form of Third Amended and Restated Registration Rights Agreement, among the Company and Oaktree-TCDRS Strategic Credit, LLC, Oaktree-Forrest Multi-Strategy, LLC, Oaktree-TBMR Strategic Credit Fund C, LLC, Oaktree-TBMR Strategic Credit Fund F, LLC, Oaktree-TBMR Strategic Credit Fund G, LLC, Oaktree-TSE 16 Strategic Credit, LLC, INPRS Strategic Credit Holdings, LLC, Oaktree Specialty Lending Corporation, Oaktree Strategic Credit Fund, Oaktree GCP Fund Delaware Holdings, L.P., Oaktree Diversified Income Fund Inc., Oaktree AZ Strategic Lending Fund, L.P., Oaktree LSL Fund Holdings EURRC S.a.r.l., Oaktree LSL Fund Delaware Holdings EURRC, L.P., and Q Boost Holding LLC. 10.1+ Fifth Amendment to Credit Agreement and Guaranty dated November 21, 2024. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) + Certain annexes, schedules, and exhibits have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

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: November 21, 2024 BIOXCEL THERAPEUTICS, INC. /s/ Richard Steinhart Richard Steinhart Chief Financial Officer

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View this 8-K filing on SEC EDGAR