BioXcel Therapeutics Announces Closing of $8.0 Million Registered Direct Offering

Rhea-AI Summary

BioXcel Therapeutics (Nasdaq: BTAI) closed a registered direct offering on March 11, 2026, selling 4,500,785 shares and accompanying warrants at a combined price of $1.739 per share and warrant, generating approximately $8.0 million in gross proceeds.

The Accompanying Warrants carry a $1.614 exercise price, five‑year term, and certain ownership limits; the company also reduced and extended exercise terms on previously issued warrants for which the investor paid ≈$173,000.

Positive

• Gross proceeds of approximately $8.0 million
• Accompanying Warrants exercisable for five years at $1.614
• Investor paid ≈$173,000 to reduce existing warrant exercise price

Negative

• Issuance of 4,500,785 new shares may cause shareholder dilution
• Accompanying Warrants exercisable could dilute equity if exercised
• Placement agent fees and offering expenses will reduce net proceeds

News Market Reaction – BTAI

-1.27%

4 alerts

-1.27% Session close to close

$35.84M Market Cap

0.1x Rel. Volume

In the Mar 12 session, BTAI declined 1.27%, reflecting a mild negative market reaction. Our momentum scanner triggered 4 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms the closing of an $8.0 million registered direct offering of 4,500,785 sh...

Analysis

This announcement confirms the closing of an $8.0 million registered direct offering of 4,500,785 shares with five-year warrants at a $1.614 exercise price and adjustments to 1,385,083 existing warrants. Compared with prior financings, it continues a pattern of using equity-linked capital raises. Investors may focus on how these proceeds affect runway, any future financing needs, and the impact of warrant overhang alongside ongoing clinical and regulatory milestones.

Key Figures

Gross proceeds: $8.0 million Shares offered: 4,500,785 shares Offering price: $1.739 per share +5 more

8 metrics

Gross proceeds $8.0 million Registered direct offering gross proceeds before fees

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

Warrant exercise price $1.614 per share Exercise price of accompanying investor warrants

Repriced warrants 1,385,083 warrants Previously issued warrants with reduced exercise price

Payment for repricing $173,000 Paid by investor for warrant exercise price reduction

Warrant term five years Expiration from date of issuance for accompanying warrants

Form file number File No. 333‑275261 Registration statement referenced for the offering

Previous Offering Reports

5 past events · Latest: Mar 10 (Negative)

Same Type Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Mar 10	Registered direct offering	Negative	-10.4%	Announced $8.0M registered direct offering with warrants and repriced prior warrants.
Mar 04	Offering closing	Negative	+1.1%	Closed $14M registered direct offering with 4,000,000 shares and five-year warrants.
Mar 03	Offering announcement	Negative	+73.6%	Announced $14M registered direct offering with option for additional shares and warrants.
Nov 22	Public offering pricing	Negative	-10.8%	Priced $7.0M public offering of common stock, pre-funded warrants, and five-year warrants.
Nov 21	Proposed public offering	Negative	-10.8%	Proposed public offering to fund trials and working capital through an effective registration.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Offering-related headlines have frequently driven sharp, often negative, price responses, though there are occasional strong upside outliers.

Recent Company History

Over the last several months, BioXcel issued multiple financings and clinical/regulatory updates. Prior offering news on Nov 21–22, 2024 and Mar 3–4, 2025 produced large moves, including a 73.61% spike on one announcement and declines of about 10.8% on others. The Mar 10, 2026 $8.0M offering news saw a -10.4% reaction. Against this backdrop, the closing of the latest registered direct offering fits a continuing pattern of frequent capital raises accompanied by volatile share responses.

Key Terms

registered direct offering, warrants, exercise price, prospectus supplement, +1 more

5 terms

registered direct offering financial

"announced the closing of its previously announced registered direct offering of 4,500,785"

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.

View in glossary

exercise price financial

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

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

"only by means of a prospectus supplement that forms a part of such effective"

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

"final prospectus supplement and the accompanying base prospectus may also be obtained"

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW HAVEN, Conn., March 11, 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 the closing of its previously announced 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 have an exercise price of $1.614 per share of Common Stock, are exercisable at any time after the date of issuance, subject to certain ownership limitations, and expire five years from the date of issuance.

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

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

The closing of the offering occurred on March 11, 2026.

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

The securities described above were 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 was 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 was filed with the SEC and is 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 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. 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
1.858.717.2310

Source: BioXcel Therapeutics, Inc.

FAQ

What did BioXcel Therapeutics (BTAI) announce on March 11, 2026 about a registered direct offering?

BioXcel Therapeutics closed a registered direct offering of 4,500,785 shares and warrants, raising about $8.0 million. According to BioXcel Therapeutics, the combined offering price was $1.739 per share and accompanying warrant, with closing on March 11, 2026.

What are the terms of the warrants issued in BioXcel Therapeutics' (BTAI) offering?

The Accompanying Warrants carry a $1.614 exercise price and expire five years from issuance. According to BioXcel Therapeutics, they are exercisable any time after issuance subject to ownership limitations.

How did BioXcel Therapeutics (BTAI) change existing warrant terms in the offering?

The company reduced exercise prices and extended expirations for previously held warrants to a five‑year term. According to BioXcel Therapeutics, the investor paid approximately $173,000 for the exercise‑price reduction.

Who acted as placement agent and where was BioXcel Therapeutics' (BTAI) offering registered?

Rodman & Renshaw LLC served as exclusive placement agent for the offering. According to BioXcel Therapeutics, the securities were offered under an effective Form S‑3 registration statement (File No. 333‑275261).

What is the expected impact of the registered direct offering on BioXcel Therapeutics (BTAI) shareholders?

The offering increases outstanding common shares and warrants, which may dilute existing holders if warrants are exercised. According to BioXcel Therapeutics, gross proceeds were about $8.0 million, net of fees and expenses.