Common Stock, par value $0.001
- Symbol
- BTAI
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Historical · closed Sep 4, 2026
Current Report · Items 3.02, 9.01 · 8-K
BioXcel Therapeutics, Inc.
Unregistered Sales of Equity Securities
Item 3.02 Unregistered Sales of Equity Securities. On March 27, 2026, BioXcel Therapeutics, Inc. (the “Company”) entered into the Ninth Amendment to the Credit Agreement and Guaranty, dated April 19, 2022, as amended (“Ninth Amendment”).…
Company context
BioXcel Therapeutics, Inc. (Nasdaq: BTAI) is a biopharmaceutical company built on artificial intelligence (“AI”) to develop transformative medicines in neuroscience. Its wholly owned subsidiary, OnkosXcel Therapeutics, is focused on the development of medicines in immuno-oncology. The Company’s drug re-innovation approach leverages existing approved drugs and/or clinically validated product candidates together with big data and proprietary machine learning algorithms to identify new therapeutic indications. For more information, please visit bioxceltherapeutics.com.
Current securities
Historical securities (1)
Recent company filings
- Completion of Acquisition or Disposition of Assets · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearOct 30, 2026
- Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingSep 1, 2026
- Entry into a Material Definitive Agreement · Bankruptcy or ReceivershipAug 28, 2026
- Entry into a Material Definitive AgreementAug 25, 2026
- Entry into a Material Definitive AgreementAug 24, 2026
Registered securities in this filing
BioXcel Therapeutics, Inc. · 8-K · Filed 2026-04-17
Disclosure sections
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item 3.02 Unregistered Sales of Equity Securities.
On March 27, 2026, BioXcel Therapeutics, Inc. (the
“Company”) entered into the Ninth Amendment to the Credit Agreement and Guaranty, dated April 19, 2022, as amended (“Ninth
Amendment”). Pursuant to the terms of the Ninth Amendment, on April 15, 2026, the Company granted the lenders under the Ninth Amendment
(the “Lenders”) warrants to purchase up to 1,353,729 shares of common stock at an exercise price of $0.01 per share (the “Amendment
Warrants”). The Amendment Warrants will expire on the seventh anniversary of their issuance. On April 15, 2026, the Company
also entered into the Fourth Amended and Restated Registration Rights Agreement with the Lenders, pursuant to which the Company agreed
to register the shares of common stock issuable under the Amendment Warrants.
The Amendment Warrants were issued, and the shares
issuable upon the exercise of the Amendment Warrants 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.
The foregoing summary of the Amendment Warrants
and the Fourth Amended and Restated Registration Rights Agreement are qualified in their entirety by the complete text of such agreements,
copies of which are filed hereto as Exhibits 4.1 and 4.2, respectively.
Filed exhibits (2)
EX-4.1 2 tm2612008d1_ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 EXECUTION VERSION BIOXCEL THERAPEUTICS, INC. COMMON STOCK WARRANT NEITHER THIS WARRANT NOR THE SECURITIES ISSUABLE UPON ITS EXERCISE OR CONVERSION HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED EXCEPT (I) IN ACCORDANCE WITH THE SECURITIES ACT OR SUCH APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM, OR (II) WHERE, IN THE OPINION OF COUNSEL, REGISTRATION UNDER THE SECURITIES ACTS OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER. [__] Shares of Company Common Stock No. [__] WARRANT This WARRANT (this “Warrant”) is issued as of April 15, 2026 (the “Initial Issuance Date”), by BIOXCEL THERAPEUTICS, INC., a Delaware corporation (the “Company”), to [__], a [__] (“Purchaser” and, together with any assignee(s) or transferee(s), “Holder” or “Holders”). WHEREAS, the Company, certain subsidiaries of the Company as guarantors, the Purchaser as lender and the other lenders party thereto are parties to that certain Credit Agreement and Guarant…
Open exhibit ↗EX-4.2 3 tm2612008d1_ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 EXECUTION VERSION BIOXCEL THERAPEUTICS, INC. FOURTH Amended and Restated REGISTRATION RIGHTS AGREEMENT This FOURTH Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of April 15, 2026, by and among BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), the purchasers identified on Schedule A hereto (each, a “Purchaser”) and such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below). RECITALS Whereas, pursuant to the Credit Agreement (as defined below), on the Closing Date, the Company issued to each Purchaser a warrant to purchase such number of shares of Common Stock (as defined below) as is set forth opposite such Purchaser’s name on Schedule A hereto as the Shares Issuable Upon Exercise of Closing Date Warrants (as such number may be adjusted pursuant to the terms of such warrant) (each, a “Closing Date Warrant” and collectively, the “Closing Date Warrants”); Whereas, pursuant to the Credit Agreement (as defined below), on the Second Amendment Effective Date, the Company issued to each Purchaser a warra…
Open exhibit ↗