BTAI (Nasdaq: BTAI) lifts ATM common stock program to $80M

Rhea-AI Filing Summary

The company is registering the offer and sale of up to $80,000,000 of its common stock under an at-the-market offering program with Canaccord Genuity. This increases the maximum amount it can sell under an existing equity distribution agreement, under which it has already sold $11,635,000 of common stock. As of the date immediately prior to this supplement, the aggregate market value of common stock held by non-affiliates exceeded $75 million, based on 16,009,124 outstanding shares and a closing price of $6.80 per share on August 12, 2025. The stock trades on the Nasdaq Global Market under the symbol “BTAI”, and the last reported sale price on August 15, 2025 was $5.48 per share.

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Accepted by SEC EDGAR 08/18/2025 - 05:16 PM Learn about SEC filing dates

FAQ

What is BTAI registering in this 424B5 prospectus supplement?

The company is registering the offer and sale of up to $80,000,000 of its common stock under an at-the-market offering program with Canaccord Genuity.

How much common stock has BTAI already sold under the equity distribution agreement?

The company has already sold an aggregate of $11,635,000 of common stock through Canaccord Genuity under the existing equity distribution agreement.

Why is BTAI filing this new prospectus supplement?

The filing amends prior at-the-market prospectus supplements to increase the maximum amount of shares the company is eligible to sell under the equity distribution agreement.

What is the recent market value of BTAI’s non-affiliate common stock?

As of the date immediately before this supplement, the aggregate market value of common stock held by non-affiliates was greater than $75 million, based on 16,009,124 shares at $6.80 per share on August 12, 2025.

On which exchange does BTAI trade and what was the recent price?

The common stock trades on the Nasdaq Global Market under the symbol “BTAI”, and the last reported sale price on August 15, 2025 was $5.48 per share.

What risks are associated with investing in BTAI common stock under this offering?

The company directs investors to the “Risk Factors” section in the initial ATM prospectus supplement and documents incorporated by reference for key risks before investing.

As Filed Pursuant to Rule 424(b)(5)
Registration No. 333-275261

PROSPECTUS SUPPLEMENT

(To Prospectus Supplements dated April 3, 2025 and August 6, 2025

and Prospectus dated November 13, 2023)

Up to $80,000,000

Common Stock

This Prospectus Supplement supplements the prospectus supplement dated April 3, 2025 (the “Initial ATM Prospectus Supplement”) and the prospectus supplement dated August 6, 2025 (together with the Initial ATM Prospectus Supplement, the “ATM Prospectus Supplements”), relating to the offer and sale of shares of our common stock, $0.001 par value per share, having an aggregate offering price of up to $11,635,000 pursuant to the terms of an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC (“Canaccord”). Through the date hereof, we have sold an aggregate of $11,635,000 of shares of our common stock through Canaccord under the Equity Distribution Agreement.

We are filing this Prospectus Supplement to amend the ATM Prospectus Supplements to increase the maximum amount of shares that we are eligible to sell pursuant to the Equity Distribution Agreement. Pursuant to this Prospectus Supplement, we are registering the offer and sale of up to $80,000,000 of shares of our common stock. This Prospectus Supplement should be read in conjunction with the ATM Prospectus Supplements, and is qualified by reference thereto, except to the extent that the information herein amends or supersedes the information contained in the ATM Prospectus Supplements. This Prospectus Supplement is not complete without, and may only be delivered or utilized in connection with, the ATM Prospectus Supplements, and any future amendments or supplements thereto.

On March 28, 2025, the date we filed our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, we became subject to the offering limits in General Instruction I.B.6 of Form S-3. As of the date immediately prior to the date of this Prospectus Supplement, the aggregate market value of our common stock held by non-affiliates was greater than $75 million, which was calculated based on 16,009,124 shares of our outstanding common stock and a closing price of $6.80 per share, the closing price of our common stock on August 12, 2025.

Our common stock trades on the Nasdaq Global Market under the symbol “BTAI.” On August 15, 2025, the last reported sale price of our common stock on the Nasdaq Global Market was $5.48 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE THE “RISK FACTORS” ON PAGE S-8 OF THE INITIAL ATM PROSPECTUS SUPPLEMENT AND IN THE DOCUMENTS INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR COMMON STOCK.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

Canaccord Genuity

The date of this prospectus supplement is August 18, 2025.