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  4. [8-K] BioXcel Therapeutics, Inc. Reports Material Event

BioXcel Therapeutics (NASDAQ: BTAI) sets up $80M ATM stock sale

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BioXcel Therapeutics, Inc. filed a prospectus supplement for the offer and sale of up to $80,000,000 shares of common stock under its at-the-market program with Canaccord Genuity LLC. This program allows the company to sell common stock from time to time through Canaccord Genuity acting as sales agent. The filing also notes that Honigman LLP issued a legal opinion on the validity of the shares issuable under the Equity Distribution Agreement and the prospectus supplement, and this opinion is included as an exhibit to the report.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 18, 2025

 

 

BioXcel Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware   001-38410   82-1386754
(State or other jurisdiction of
incorporation)		   (Commission File Number)   (I.R.S. Employer
Identification No.)

 

555 Long Wharf Drive

New Haven, CT 06511

(Address of principal executive offices, including Zip Code)

 

(475) 238-6837

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001   BTAI   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ¨

 

 

 

 

 

 

Item 8.01 Other Events.

 

ATM Opinion Filing

 

On April 3, 2025, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC to sell shares of Common Stock through any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, under which Canaccord Genuity LLC will act as sales agent (the “ATM Program”). On August 18, 2025 the Company filed a prospectus supplement with the Securities and Exchange Commission for the offer and sale of up to $80,000,000 shares of common stock pursuant to the ATM Program (the “ATM Prospectus Supplement”).

 

Honigman LLP, counsel to the Company has issued an opinion regarding the validity of the shares of Common Stock to be issued and sold pursuant to the Equity Distribution Agreement and the ATM Prospectus Supplement. A copy of the opinion is filed as Exhibit 5.1 to this Current Report on Form 8-K.

 

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

 

Item 9.01Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Ex. No.Description
  
5.1Opinion of Honigman LLP
  
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 18, 2025 BIOXCEL THERAPEUTICS, INC.
     
    /s/ Richard Steinhart
  By: Richard Steinhart
  Title: Chief Financial Officer

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did BioXcel Therapeutics (BTAI) disclose in this Form 8-K?

BioXcel Therapeutics disclosed that it filed a prospectus supplement for the offer and sale of up to $80,000,000 shares of common stock under an at-the-market offering program with Canaccord Genuity LLC acting as sales agent, and that its counsel Honigman LLP issued a legal opinion on the validity of these shares.

How large is BioXcel Therapeutics’ at-the-market offering program?

The prospectus supplement covers the offer and sale of up to $80,000,000 shares of BioXcel Therapeutics’ common stock under its at-the-market offering program.

Who is the sales agent for BioXcel Therapeutics’ ATM program?

Canaccord Genuity LLC is the sales agent under BioXcel Therapeutics’ Equity Distribution Agreement for its at-the-market offering program.

What role did Honigman LLP play for BioXcel Therapeutics in this filing?

Honigman LLP, as counsel to BioXcel Therapeutics, issued a legal opinion on the validity of the shares of common stock that may be issued and sold under the Equity Distribution Agreement and the ATM prospectus supplement, and this opinion is filed as Exhibit 5.1.

Does this BioXcel Therapeutics 8-K itself constitute an offer to sell securities?

No. The report explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy securities, and that no sales may occur where such transactions would be unlawful before proper registration or qualification.

When was the Equity Distribution Agreement for BioXcel Therapeutics’ ATM program signed?

BioXcel Therapeutics entered into the Equity Distribution Agreement with Canaccord Genuity LLC on April 3, 2025.

When did BioXcel Therapeutics file the ATM prospectus supplement with the SEC?

BioXcel Therapeutics filed the ATM prospectus supplement with the Securities and Exchange Commission on August 18, 2025.