BioXcel Therapeutics (NASDAQ: BTAI) wins approval for reverse stock split plan

Rhea-AI Filing Summary

BioXcel Therapeutics, Inc. reported results of its annual stockholder meeting. A total of 9,726,849 shares of common stock were represented, about 44.68% of shares outstanding as of October 31, 2025.

Stockholders elected three Class I directors, June Bray, Sandeep Laumas, M.D., and David Mack, and ratified Ernst & Young LLP as independent auditor for 2025. They also approved, on an advisory basis, the compensation of the company’s named executive officers.

Stockholders approved an amendment to the certificate of incorporation authorizing the board, within 12 months and if deemed necessary to regain compliance with Nasdaq Capital Market minimum bid price requirements, to implement a reverse stock split at a ratio between 1-for-2 and 1-for-20. An adjournment proposal related to this amendment was approved but ultimately not used.

Positive

• None.

Negative

• Nasdaq bid-price noncompliance and reverse split authority: Stockholders authorized a reverse stock split between 1-for-2 and 1-for-20 within 12 months specifically to help regain compliance with Nasdaq Capital Market minimum bid price requirements, highlighting current listing risk.

Insights

Equity Capital Markets Analyst

Annual meeting backs reverse split authority tied to Nasdaq bid-price compliance.

BioXcel Therapeutics received stockholder approval to amend its charter so the board may execute a reverse stock split between 1-for-2 and 1-for-20 within 12 months, if it determines this is necessary and advisable to regain compliance with Nasdaq Capital Market minimum bid price requirements. This indicates the company is not currently in compliance with those requirements and that maintaining the listing is an active focus.

Routine governance items also passed. Three Class I directors were elected, the advisory vote on named executive officer pay was approved, and Ernst & Young LLP was ratified as independent auditor for the year ending December 31, 2025. Approximately 44.68% of outstanding common stock, or 9,726,849 shares as of the October 31, 2025 record date, was represented at the meeting.

The reverse split authorization does not itself change the share count but gives the board flexibility to act within the approved range over the next 12 months. Any future reverse split decision, including the specific ratio, would be made by the board within this framework.

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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) December 12, 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)		(IRS Employer Identification No.)

555 Long Wharf Drive

New Haven, CT 06511

(Address of principal executive offices) (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 5.07. Submission of Matters to a Vote of Security Holders.

On December 12, 2025, BioXcel Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 9,726,849 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 44.68% of the Company’s outstanding common stock as of the October 31, 2025 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 12, 2025.

Proposal 1 — Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2028 and until their respective successors have been duly elected and qualified.

Nominee		Votes FOR			Votes WITHHELD		Broker Non-Votes
June Bray		1,735,749			322,163		7,668,937
Sandeep Laumas, M.D.		1,474,122			583,790		7,668,937
David Mack		1,840,490			217,422		7,668,937

Proposal 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.

Votes FOR		Votes AGAINST			Votes ABSTAINED		Broker Non-Votes
9,478,711		202,558			45,580		0

Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.

Votes FOR		Votes AGAINST			Votes ABSTAINED		Broker Non-Votes
1,616,305		394,890			46,717		7,668,937

Proposal 4 — Approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended to effect, within 12 months following the date of stockholder approval and solely if the Board determines it is necessary and advisable to regain compliance with the minimum bid price requirements of the Nasdaq Capital Market, a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-20, with the exact ratio to be set within that range by the Board.

Votes FOR		Votes AGAINST			Votes ABSTAINED		Broker Non-Votes
7,557,091		2,116,237			53,521		0

Proposal 5 — Authorization of one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 4 described above.

Votes FOR		Votes AGAINST			Votes ABSTAINED		Broker Non-Votes
8,137,303		1,508,591			80,955		0

Based on the foregoing, the three director nominees were elected, and Proposals 2, 3, 4 and 5 were approved, and adjournment of the Annual Meeting was not necessary or appropriate because there were sufficient votes in favor of Proposal 4.

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.

	BIOXCEL THERAPEUTICS, INC.
Date: December 15, 2025	By:	/s/ Richard Steinhart
		Richard Steinhart
		Chief Financial Officer

FAQ

What did BioXcel Therapeutics (BTAI) approve at its 2025 annual meeting?

Stockholders elected three Class I directors, ratified Ernst & Young LLP as the 2025 auditor, approved an advisory vote on executive compensation, authorized a potential reverse stock split, and approved an adjournment proposal related to that split.

What reverse stock split authority did BioXcel Therapeutics (BTAI) shareholders grant?

Shareholders approved an amendment allowing the board, within 12 months, to implement a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-20, if the board determines it is necessary and advisable to regain compliance with Nasdaq Capital Market minimum bid price requirements.

Were the BioXcel Therapeutics (BTAI) director nominees elected?

Yes. Stockholders elected June Bray, Sandeep Laumas, M.D., and David Mack as Class I directors for terms expiring at the 2028 annual meeting, each to serve until a successor is duly elected and qualified.

How many BioXcel Therapeutics (BTAI) shares were represented at the meeting?

A total of 9,726,849 shares of common stock were present in person or by proxy, representing approximately 44.68% of the company’s outstanding common stock as of the October 31, 2025 record date.

Which auditor did BioXcel Therapeutics (BTAI) stockholders ratify for 2025?

Stockholders ratified Ernst & Young LLP as BioXcel Therapeutics’ independent registered public accounting firm for the year ending December 31, 2025, with 9,478,711 votes for, 202,558 against, and 45,580 abstentions.

What was the outcome of the BioXcel Therapeutics (BTAI) say-on-pay vote?

The advisory vote on compensation for named executive officers was approved, receiving 1,616,305 votes for, 394,890 against, 46,717 abstentions, and 7,668,937 broker non-votes.

Was the adjournment proposal used at the BioXcel Therapeutics (BTAI) annual meeting?

Stockholders approved the adjournment proposal related to soliciting additional proxies for the reverse split, but adjournment was not necessary because Proposal 4 received sufficient votes.