BioXcel Therapeutics Enters Material Definitive Agreement

TL;DR

BioXcel signed a big deal, details TBD.

AI Summary

BioXcel Therapeutics, Inc. announced on November 22, 2024, that it entered into a material definitive agreement. The filing does not provide specific details on the agreement or any associated financial figures.

Why It Matters

This filing indicates a significant new development for BioXcel Therapeutics, potentially impacting its strategic direction and future operations.

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the material definitive agreement introduces uncertainty and potential risk.

Key Players & Entities

• BioXcel Therapeutics, Inc. (company) — Registrant
• November 22, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 B — registered Common Stock, par value $0.001 BTAI The Nasdaq Capital Market Indic
• $0.001 — f the Company's common stock, par value $0.001 per share ("Common Stock"), and accompa
• $0.48 — at a combined public offering price of $0.48 per share, and, in lieu thereof to cert
• $0.479 — at a combined public offering price of $0.479 per pre-funded warrant, which equals th
• $6.2 m — eeds from the offering of approximately $6.2 million, after deducting underwriting dis
• $0.571 — sly issued in March 2024 was reduced to $0.571 per share. Forward-Looking Statements

Filing Documents

• tm2428677d4_8k.htm (8-K) — 41KB
• tm2428677d4_ex1-1.htm (EX-1.1) — 219KB
• tm2428677d4_ex4-1.htm (EX-4.1) — 94KB
• tm2428677d4_ex4-2.htm (EX-4.2) — 99KB
• tm2428677d4_ex5-1.htm (EX-5.1) — 20KB
• tm2428677d4_ex4-1img001.jpg (GRAPHIC) — 2KB
• tm2428677d4_ex4-2img001.jpg (GRAPHIC) — 2KB
• tm2428677d4_ex5-1img001.jpg (GRAPHIC) — 2KB
• 0001104659-24-122587.txt ( ) — 758KB
• btai-20241122.xsd (EX-101.SCH) — 3KB
• btai-20241122_lab.xml (EX-101.LAB) — 33KB
• btai-20241122_pre.xml (EX-101.PRE) — 22KB
• tm2428677d4_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. On November 22, 2024, BioXcel Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Canaccord Genuity LLC, as underwriter (the "Underwriter"), in connection with the issuance and sale by the Company in a public offering of (i) 5,600,000 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), and accompanying warrants to purchase 5,600,000 shares of Common Stock, at a combined public offering price of $0.48 per share, and, in lieu thereof to certain investors, (ii) pre-funded warrants to purchase 9,000,000 shares of Common Stock, and accompanying warrants to purchase 9,000,000 shares of Common Stock, at a combined public offering price of $0.479 per pre-funded warrant, which equals the public offering price per share of Common Stock and accompanying warrant less the $0.001 exercise price per share of the pre-funded warrants, less underwriting discounts and commissions, pursuant to an effective shelf registration (the "SEC"). Each of the warrants in the offering is subject to customary beneficial accompanying warrants, will expire on the fifth anniversary of the date of issuance. Each of the accompanying warrants will have an exercise price of $0.48 per underlying share of Common Stock. The Company received net proceeds from the offering of approximately $6.2 million, after deducting underwriting discounts and commissions and estimated offering expenses, excluding the proceeds, if any, from exercise of any of the warrants. The Company intends to use the net proceeds of the offering to fund the SERENITY At-Home trial, prepare for the initiation of the TRANQUILIT

Forward-Looking Statements

Forward-Looking Statements This Current Report on 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 Current Report other than statements of historical fact should be considered forward-looking statements, including, without limitation, those regarding the completion of the offering, the gross proceeds thereform, the use of proceeds from the offering, and our cash runway as well as the risks and uncertainties in the Company's business, including those risks discussed in the "Risk Factors" section in the preliminary prospectus supplement relating to 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 statements as

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1

Underwriting

Underwriting Agreement, dated November 22, 2024, between the Company and Canaccord Genuity LLC 4.1 Form of Pre-funded Warrant 4.2 Form of Warrant 5.1 Opinion of Honigman LLP 23.1 Consent of Honigman LLP (contained 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: November 25, 2024 BIOXCEL THERAPEUTICS, INC. /s/ Javier Rodriguez Javier Rodriguez Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR