BioXcel Therapeutics Files 8-K on Shareholder Vote Matters

TL;DR

BioXcel held a shareholder vote on Dec 12th, filing details on Dec 15th.

AI Summary

BioXcel Therapeutics, Inc. filed an 8-K on December 15, 2025, reporting on a submission of matters to a vote of security holders that occurred on December 12, 2025. The company, incorporated in Delaware with its principal executive offices in New Haven, CT, is involved in the pharmaceutical preparations industry.

Why It Matters

This filing indicates that BioXcel Therapeutics held a shareholder vote, which is a significant event for corporate governance and may signal important decisions or changes within the company.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure regarding a shareholder vote and does not contain information about significant financial distress or major operational changes.

Key Players & Entities

• BioXcel Therapeutics, Inc. (company) — Registrant
• December 12, 2025 (date) — Date of earliest event reported
• December 15, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• New Haven, CT (location) — Address of principal executive offices

FAQ

Key Financial Figures

• $0.001 B — ch registered Common Stock, par value $0.001 BTAI The Nasdaq Capital Market Indic

Filing Documents

• tm2533533d1_8k.htm (8-K) — 38KB
• 0001104659-25-121180.txt ( ) — 199KB
• btai-20251212.xsd (EX-101.SCH) — 3KB
• btai-20251212_lab.xml (EX-101.LAB) — 33KB
• btai-20251212_pre.xml (EX-101.PRE) — 22KB
• tm2533533d1_8k_htm.xml (XML) — 3KB

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 12, 2025, BioXcel Therapeutics, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, a total of 9,726,849 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 44.68% of the Company's outstanding common stock as of the October 31, 2025 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 November 12, 2025. Proposal 1 — Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2028 and until their respective successors have been duly elected and qualified. Nominee Votes FOR Votes WITHHELD Broker Non-Votes June Bray 1,735,749 322,163 7,668,937 Sandeep Laumas, M.D. 1,474,122 583,790 7,668,937 David Mack 1,840,490 217,422 7,668,937 Proposal 2 — Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 9,478,711 202,558 45,580 0 Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers. Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 1,616,305 394,890 46,717 7,668,937 Proposal 4 — Approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended to effect, within 12 months following the date of stockholder approval and solely if the Board determines it is necessary and advisable to regain compliance with the minimum bid price requirements of the Nasdaq Capital Market, a reverse stock split at a ratio of not less than 1-f

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: December 15, 2025 By: /s/ Richard Steinhart Richard Steinhart Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR