BioXcel Therapeutics Announces Approximately $8.0 Million Registered Direct Offering

Rhea-AI Summary

BioXcel Therapeutics (Nasdaq: BTAI) announced a registered direct offering to an institutional investor of 4,500,785 shares of common stock and accompanying warrants at a combined price of $1.739 per share with warrant, generating approximately $8.0 million in gross proceeds before fees.

The accompanying warrants have a $1.614 exercise price, five-year term, and the company agreed to reduce and extend exercise terms on previously issued warrants for 1,385,083 shares in exchange for approximately $173,000. Closing expected on or about March 11, 2026, with Rodman & Renshaw as placement agent.

Positive

• Raised approximately $8.0M in gross proceeds
• Institutional investor committed to the registered direct offering

Negative

• Issuance of 4,500,785 shares may cause shareholder dilution
• Repriced and extended warrants increase potential future dilution

News Market Reaction – BTAI

-10.40%

9 alerts

-10.40% News Effect

-12.4% Trough in 2 hr 28 min

-$4M Valuation Impact

$36M Market Cap

0.3x Rel. Volume

On the day this news was published, BTAI declined 10.40%, reflecting a significant negative market reaction. Argus tracked a trough of -12.4% from its starting point during tracking. Our momentum scanner triggered 9 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $4M from the company's valuation, bringing the market cap to $36M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Shares offered: 4,500,785 shares Offering price: $1.739 per share New warrant coverage: 4,500,785 warrants +5 more

8 metrics

Shares offered 4,500,785 shares Common stock in registered direct offering

Offering price $1.739 per share Combined price per share and accompanying warrant

New warrant coverage 4,500,785 warrants Accompanying warrants to buy common stock

Warrant exercise price $1.614 per share Exercise price of Accompanying Warrants

Repriced legacy warrants 1,385,083 warrants Existing investor warrants reset to $1.614

Repricing consideration $173,000 Investor payment for warrant exercise price reduction

Gross proceeds approximately $8.0 million Aggregate gross proceeds before fees and expenses

Warrant term five years Expiration from date of issuance

Market Reality Check

Price: $1.55 Vol: Volume 2,200,141 is below...

normal vol

$1.55 Last Close

Volume Volume 2,200,141 is below 20-day average 2,849,985 (relative volume 0.77). normal

Technical Shares trade below 200-day MA, with price $1.73 vs 200-day MA $2.27.

Peers on Argus

Momentum scanner shows only QNTM moving, down 10.42%, and no other peers with al...

1 Down

Momentum scanner shows only QNTM moving, down 10.42%, and no other peers with aligned moves, indicating this is stock-specific rather than a sector-wide biotech move.

Previous Offering Reports

5 past events · Latest: Mar 04 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Mar 04	Registered direct closing	Negative	+1.1%	Closed $14M registered direct with shares and five-year warrants.
Mar 03	Registered direct deal	Negative	+73.6%	Announced $14M registered direct with shares plus additional warrant option.
Nov 22	Public offering pricing	Negative	-10.8%	Priced $7.0M public offering of stock and warrants at $0.48.
Nov 21	Proposed public offering	Negative	-10.8%	Proposed public stock and warrant sale to fund trials and operations.
Mar 25	Registered direct deal	Negative	+1.4%	Announced $25M registered direct offering for additional funding.

Pattern Detected

Financing announcements often saw mixed reactions, with several prior offerings followed by positive price moves despite their dilutive nature.

Recent Company History

Recent history for BioXcel’s capital raises shows repeated use of equity-linked financings. In March 2025, a $14 million registered direct offering and its closing produced price moves of 73.61% and 1.11%. In November 2024, a proposed public offering and subsequent $7.0 million priced deal each saw -10.8% moves. A $25 million registered direct deal in March 2024 was followed by a 1.42% move. Today’s offering fits this ongoing pattern of equity and warrant-based funding.

Historical Comparison

+10.9% avg move · Prior offering headlines produced an average move of 10.91%. The current pre-news gain of 16.89% sit...

offering

+10.9%

Average Historical Move offering

Prior offering headlines produced an average move of 10.91%. The current pre-news gain of 16.89% sits above that historical financing-related norm.

Over 2024–2025, BioXcel repeatedly tapped equity and warrants via public and registered direct offerings to fund clinical programs and operations.

Market Pulse Summary

The stock dropped -10.4% in the session following this news. A negative reaction despite securing ap...

Analysis

The stock dropped -10.4% in the session following this news. A negative reaction despite securing approximately $8.0 million in gross proceeds would fit a common pattern where dilution from 4,500,785 new shares and additional warrant overhang outweighs balance-sheet benefits. Historically, some BioXcel offerings, such as the $7.0 million November 2024 financing, coincided with -10.8% moves. Investors have often reassessed risk after such deals, especially when multiple equity raises occurred within a relatively short window.

Key Terms

registered direct offering, warrants, exercise price, prospectus supplement, +2 more

6 terms

registered direct offering financial

"purchase and sale in a registered direct offering of 4,500,785 shares"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrants financial

"and accompanying warrants (the “Accompanying Warrants”) to purchase up to 4,500,785"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

exercise price financial

"The Accompanying Warrants will have an exercise price of $1.614 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

prospectus supplement regulatory

"The offering of such securities is being made only by means of a prospectus supplement"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

base prospectus regulatory

"A prospectus supplement, which contains additional information... and the accompanying base prospectus"

A base prospectus is a detailed document that provides essential information about a financial offering, such as a bond or share issue. It acts like a comprehensive guide for investors, explaining what the investment involves, the risks involved, and how the process works. This helps investors make informed decisions before committing their money.

placement agent financial

"Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering"

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

AI-generated analysis. Not financial advice.

NEW HAVEN, Conn., March 10, 2026 (GLOBE NEWSWIRE) -- BioXcel Therapeutics, Inc. (the “Company”) (Nasdaq: BTAI), a biopharmaceutical company built on artificial intelligence to develop transformative medicines in neuroscience, today announced that it has entered into a securities purchase agreement with an institutional investor for the purchase and sale in a registered direct offering of 4,500,785 shares (the “Shares”) of common stock, par value $0.001 per share (“Common Stock”) (or common stock equivalents in lieu thereof), and accompanying warrants (the “Accompanying Warrants”) to purchase up to 4,500,785 shares of Common Stock at a combined offering price of $1.739 per Share (or per common stock equivalent in lieu thereof) and Accompanying Warrant. The Accompanying Warrants will have an exercise price of $1.614 per share of Common Stock, will be exercisable at any time after the date of issuance, subject to certain ownership limitations, and will expire five years from the date of issuance.

The Company has also agreed to reduce the exercise price of warrants to purchase up to an aggregate of 1,385,083 shares of Common Stock previously issued to and currently held by the investor to $1.614 per share and will extend those warrant expiration dates to the five year anniversary of the closing of the offering, effective upon the closing of the offering. The investor will pay approximately $173,000 in exchange for the reduction in exercise price of these warrants.

The transaction will result in aggregate gross proceeds to the Company of approximately $8.0 million before deducting the placement agent's fees and other estimated offering expenses payable by the Company (excluding the proceeds, if any, from the exercise of the Accompanying Warrants).

The closing of the offering is expected to occur on or about March 11, 2026, subject to the satisfaction of customary closing conditions.

Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.

The securities described above are being offered pursuant to a shelf registration statement on Form S‑3 (File No. 333‑275261) that was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective by the SEC on November 13, 2023. The offering of such securities is being made only by means of a prospectus supplement that forms a part of such effective registration statement. A prospectus supplement, which contains additional information relating to the offering, and the accompanying base prospectus will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus may also be obtained, when available, from Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540‑4414, or by email at info@rodm.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

About BioXcel Therapeutics, Inc.
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.

Forward-Looking Statements
This press release 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 press release other than statements of historical fact should be considered forward-looking statements, including, without limitation, those regarding the expected closing date of the offering and the satisfaction of customary closing conditions related 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 a result of various important factors, including, without limitation, market and other conditions and the important factors discussed under the caption “Risk Factors” in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as such factors may be updated from time to time in its other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While the Company may elect to update such forward-looking statements at some point in the future, except as required by law, it disclaims any obligation to do so, even if subsequent events cause its views to change. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this press release.

Contact Information

Corporate/Investors
Russo Partners
Nic Johnson
nic.johnson@russopartnersllc.com
1.303.482.6405

Media
Russo Partners
David Schull
david.schull@russopartnersllc.com
1.858.717.2310

Source: BioXcel Therapeutics, Inc.

FAQ

What is the size and price of BioXcel Therapeutics' (BTAI) registered direct offering dated March 10, 2026?

The offering sells 4,500,785 shares plus warrants at a combined price of $1.739 per share and warrant. According to the company, aggregate gross proceeds to BioXcel are approximately $8.0 million before fees and expenses.

What are the terms of the accompanying warrants in BioXcel Therapeutics' (BTAI) March 2026 offering?

The Accompanying Warrants have an exercise price of $1.614 and a five-year term. According to the company, they are exercisable any time after issuance subject to ownership limits and expire five years from issuance.

How did BioXcel (BTAI) change previously issued warrants as part of the March 2026 transaction?

The company agreed to reduce exercise prices and extend expirations for warrants covering 1,385,083 shares. According to the company, the investor paid approximately $173,000 for that repricing and extension.

When is the closing expected for BioXcel Therapeutics' (BTAI) registered direct offering and who is the placement agent?

The offering closing is expected on or about March 11, 2026, subject to customary conditions. According to the company, Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.

Will the proceeds from BioXcel Therapeutics' (BTAI) offering include amounts from warrant exercises?

No, the reported $8.0 million in gross proceeds excludes any proceeds from future warrant exercises. According to the company, exercise proceeds, if any, would be received upon subsequent warrant exercises.