BioXcel Holdings & Vimal Mehta Amend 13D Filing

TL;DR

Vimal Mehta & BioXcel Holdings filed an amendment to their 13D for BioXcel Therapeutics. Ownership details updated.

AI Summary

On June 6, 2024, BioXcel Holdings, Inc. and Vimal Mehta filed an amendment (Amendment No. 1) to their Schedule 13D for BioXcel Therapeutics, Inc. The filing indicates a change in the beneficial ownership of the company's common stock. Vimal Mehta is listed as the authorized person to receive notices and communications regarding this filing.

Why It Matters

This amendment signals a potential shift in control or significant stake changes for BioXcel Therapeutics, Inc., which could impact its stock price and strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings, especially amendments, often indicate significant changes in beneficial ownership which can lead to increased volatility.

Key Numbers

• June 6, 2024 — Filing Date (Date of the Schedule 13D/A amendment)

Key Players & Entities

• BioXcel Holdings, Inc. (company) — Filer of Schedule 13D/A
• Vimal Mehta (person) — Filer of Schedule 13D/A and authorized contact
• BioXcel Therapeutics, Inc. (company) — Subject company of the filing
• 0001104659-24-069194 (filing_id) — Accession number for the filing

FAQ

Key Financial Figures

• $0.001 — o the shares of common stock, par value $0.001 per share (the “Common Stock&rdqu
• $1.6309 — on Stock at a weighted average price of $1.6309. The securities were sold in a series o
• $1.605 — ions at a per share prices ranging from $1.605 to $1.68. On June 5, 2024, BioXcel LLC
• $1.68 — per share prices ranging from $1.605 to $1.68. On June 5, 2024, BioXcel LLC sold an a
• $1.5841 — on Stock at a weighted average price of $1.5841. The securities were sold in a series o
• $1.55 — ions at a per share prices ranging from $1.55 to $1.635. For each such trade, the Rep
• $1.635 — per share prices ranging from $1.55 to $1.635. For each such trade, the Reporting Per
• $1,709.88 — cise price per common interest equal to $1,709.88. As soon as commercially reasonable aft

Filing Documents

• tm2416681d1_sc13da.htm (SC 13D/A) — 69KB
• 0001104659-24-069194.txt ( ) — 71KB

Purpose of Transaction

Item 4. Purpose of Transaction.

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: Share Transfers On June 4, 2024, pursuant to the previously disclosed Termination Agreement and Repurchase Agreement, BioXcel LLC transferred 566,245 shares of Common Stock to BioXcel Holdings, Inc. and 42,976 shares of Common Stock to the Sellers, each in exchange for common interests in BioXcel LLC. Subsequently, BioXcel Holdings, Inc. transferred an aggregate of 566,245 shares of Common Stock to certain of its stockholders in exchange for their interests in BioXcel Holdings, Inc. (the “Share Transfers”). Open Market Sales to Cover Tax Liabilities Pursuant to the terms of the Termination Agreement, on June 4, 2024 and June 5, 2024, BioXcel LLC sold an aggregate of 252,028 shares of Common Stock, sufficient to cover certain tax liabilities incurred in connection with the Share Transfers. On June 4, 2024, BioXcel LLC sold an aggregate of 126,014 shares of Common Stock at a weighted average price of $1.6309. The securities were sold in a series of open market transactions at a per share prices ranging from $1.605 to $1.68. On June 5, 2024, BioXcel LLC sold an additional 126,014 shares of Common Stock at a weighted average price of $1.5841. The securities were sold in a series of open market transactions at a per share prices ranging from $1.55 to $1.635. For each such trade, the Reporting Persons undertake to provide upon request of the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth above. Amended BioXcel Warrant On June 6, 2024, pursuant to the Repurchase Agreement, BioXcel LLC delivered to the Sellers an amended and restated warrant to purchase common interests of BioXcel LLC (the “BioXcel Warrant”). The BioXcel Warrant is exercisable for 120 common interests in BioXcel LLC at an exercise price per common interest

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Schedule 13D is hereby amended and restated in its entirety

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) – (b) The following sets forth, as of the date of this Schedule 13D, the aggregate number of shares of Common Stock and percentage of Common Stock beneficially owned by each of the Reporting Persons, as well as the number of shares of Common Stock as to which each Reporting Person has the sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition of, or shared power to dispose or to direct the disposition of, as of the date hereof, based on 37,530,821 shares of Common Stock outstanding as of May 7, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, filed with the SEC on May 9, 2024. CUSIP No. 09075P105 13D Page 5 of 6 pages Reporting Person Amount beneficially owned Percent of class Sole power to vote or to direct the vote Shared power to vote or to direct the vote Sole power to dispose or to direct the disposition Shared power to dispose or to direct the disposition BioXcel LLC 7,685,501 20.5 % 0 7,685,501 0 7,685,501 BioXcel Holdings, Inc. 7,685,501 20.5 % 0 7,685,501 0 7,685,501 Vimal Mehta 8,830,622 23.5 % 1,143,121 7,687,501 1,143,121 7,687,501 BioXcel LLC is the record holder of 7,685,501 shares of Common Stock. Dr. Mehta is the record holder of 43,564 shares of Common Stock and Dr. Mehta’s spouse is the record holder of 2,000 shares of Common Stock. Dr. Mehta is the beneficial owner of 1,093,448 shares of Common Stock underlying stock options that are currently exercisable or exercisable within 60 days of the date hereof and 6,109 shares of Common Stock underlying restricted stock units that will vest within 60 days of the date hereof. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. Dr. Mehta is an executive officer and the sole member of the board of

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date : June 6, 2024 BioXcel LLC By: /s/ Vimal Mehta Name: Vimal Mehta Title: Chief Executive Officer BioXcel Holdings, Inc. By: /s/ Vimal Mehta Name: Vimal Mehta Title: Chief Executive Officer Vimal Mehta By: /s/ Vimal Mehta

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View this SC 13D/A filing on SEC EDGAR