BioXcel grants 1,353,729 penny warrants to lenders

BioXcel Therapeutics, Inc. entered into a Ninth Amendment to its Credit Agreement and Guaranty and, on April 15, 2026, granted the lenders warrants to purchase up to 1,353,729 shares of common stock at an exercise price of $0.01 per share.

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Form Type

8-K

Rhea-AI Filing Summary

BioXcel Therapeutics, Inc. entered into a Ninth Amendment to its Credit Agreement and Guaranty and, on April 15, 2026, granted the lenders warrants to purchase up to 1,353,729 shares of common stock at an exercise price of $0.01 per share. These Amendment Warrants expire on the seventh anniversary of issuance.

On April 15, 2026, BioXcel also signed a Fourth Amended and Restated Registration Rights Agreement with the lenders, under which it agreed to register the common shares issuable upon exercise of the Amendment Warrants. The securities were issued in a private transaction relying on Section 4(a)(2) of the Securities Act.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Warrant share amount: 1,353,729 shares Warrant exercise price: $0.01 per share Warrant term: Seven years +3 more

6 metrics

Warrant share amount 1,353,729 shares Maximum common shares purchasable under Amendment Warrants

Warrant exercise price $0.01 per share Exercise price for Amendment Warrants granted to lenders

Warrant term Seven years Expiration is on the seventh anniversary of issuance

Credit Agreement date April 19, 2022 Original Credit Agreement and Guaranty date

Ninth Amendment date March 27, 2026 Date BioXcel entered into Ninth Amendment

Warrant issuance date April 15, 2026 Date Amendment Warrants were granted to lenders

Key Terms

Ninth Amendment to the Credit Agreement and Guaranty, Amendment Warrants, Fourth Amended and Restated Registration Rights Agreement, Section 4(a)(2) of the Securities Act, +1 more

5 terms

Ninth Amendment to the Credit Agreement and Guaranty financial

"On March 27, 2026, BioXcel Therapeutics, Inc. entered into the Ninth Amendment to the Credit Agreement and Guaranty, dated April 19, 2022"

Amendment Warrants financial

"the Company granted the lenders under the Ninth Amendment warrants to purchase up to 1,353,729 shares of common stock at an exercise price of $0.01 per share (the “Amendment Warrants”)"

Fourth Amended and Restated Registration Rights Agreement financial

"the Company also entered into the Fourth Amended and Restated Registration Rights Agreement with the Lenders"

Section 4(a)(2) of the Securities Act regulatory

"in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, contained in Section 4(a)(2) of the Securities Act"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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

BioXcel Therapeutics reported a Ninth Amendment to its Credit Agreement and granted lenders warrants to buy up to 1,353,729 common shares at $0.01 per share, along with updated registration rights for those warrant shares.

How many warrants did BioXcel Therapeutics (BTAI) issue to its lenders?

The company issued warrants to purchase up to 1,353,729 shares of common stock. These Amendment Warrants were granted to the lenders under the Ninth Amendment to the Credit Agreement and carry a very low exercise price of $0.01 per share.

What is the exercise price and term of BioXcel’s new warrants?

Each Amendment Warrant allows the holder to purchase common stock at an exercise price of $0.01 per share. The warrants will remain outstanding until the seventh anniversary of their issuance date, giving lenders a long exercise window.

How will the shares underlying BioXcel (BTAI) warrants be registered?

BioXcel entered into a Fourth Amended and Restated Registration Rights Agreement with its lenders. Under this agreement, the company agreed to register the shares of common stock issuable upon exercise of the Amendment Warrants for potential future resale.

Were BioXcel’s new warrants issued in a public offering?

No. The Amendment Warrants and the shares issuable upon their exercise were issued in a private transaction. BioXcel relied on the exemption from registration in Section 4(a)(2) of the Securities Act, with lenders stating they are acquiring the securities for investment only.

Who are the main counterparties in BioXcel’s amended registration rights agreement?

The Fourth Amended and Restated Registration Rights Agreement is among BioXcel Therapeutics and multiple lender entities, including various Oaktree-affiliated funds, INPRS Strategic Credit Holdings, Oaktree Specialty Lending Corporation, and Q Boost Holding LLC, among others listed in Exhibit 4.2.

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

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Accepted by SEC EDGAR 04/17/2026 - 05:00 PM EDT

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): April 15, 2026

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 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.

Item 9.01.

Financial Statements and Exhibits.

(d)   Exhibits:

Exhibit No.		Description

4.1		Form of New Warrant

4.2		Form of Fourth Amended and Restated Registration Rights Agreement, among the Company and Oaktree-TCDRS Strategic Credit, LLC, Oaktree-Forrest Multi-Strategy, LLC, Oaktree-TBMR Strategic Credit Fund C, LLC, Oaktree-TBMR Strategic Credit Fund F, LLC, Oaktree-TBMR Strategic Credit Fund G, LLC, Oaktree-TSE 16 Strategic Credit, LLC, INPRS Strategic Credit Holdings, LLC, Oaktree Specialty Lending Corporation, Oaktree Strategic Credit Fund, Oaktree GCP Fund Delaware Holdings, L.P., Oaktree Diversified Income Fund Inc., Oaktree AZ Strategic Lending Fund, L.P., Oaktree LSL Fund Holdings EURRC S.a.r.l., Oaktree LSL Fund Delaware Holdings EURRC, L.P., and Q Boost Holding LLC.

104		Cover 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: April 17, 2026	BIOXCEL THERAPEUTICS, INC.

		/s/ Richard Steinhart
	By:	Richard Steinhart
	Title:	Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents