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

BioXcel (NASDAQ: BTAI) eases liquidity covenant and defers $9M loan payment

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

Rhea-AI Filing Summary

BioXcel Therapeutics has amended its loan agreement with Oaktree to gain near-term flexibility on debt payments and liquidity covenants. Under the Tenth Amendment, accrued and unpaid interest through June 30, 2026 will be paid in kind and added to the loan principal. Principal that was due June 30, 2026 is deferred to July 31, 2026, when the company must pay $9,016,914.47 plus additional accrued interest and fees. The amendment also lowers the minimum liquidity covenant from $12.5 million to $7.5 million, and BioXcel agreed to a 1.00% fee on outstanding principal, also paid in kind and added to the loan balance.

Positive

  • None.

Negative

  • Loan amendment indicates liquidity pressure: Interest is paid in kind, a June 30, 2026 principal payment is deferred to a July 31, 2026 lump-sum of $9,016,914.47 plus fees, the liquidity covenant is eased, and a 1.00% fee is added to principal, all pointing to tighter financing conditions.

Insights

Loan amendment provides short-term relief but signals financing stress.

The amendment lets BioXcel Therapeutics capitalize interest through June 30, 2026 and defer principal previously due on that date to July 31, 2026, when a lump-sum of $9,016,914.47 plus additional interest and fees becomes payable.

The minimum liquidity covenant falls from $12.5 million to $7.5 million, and the company pays a 1.00% fee on outstanding principal, also added to the loan balance. This combination of PIK interest, covenant relief, and fees suggests tight liquidity and higher leverage, even as it averts an immediate payment crunch.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Deferred payment amount $9,016,914.47 Principal and interest originally due June 30, 2026, now payable July 31, 2026
New minimum liquidity covenant $7.5 million Revised minimum cash liquidity requirement under Credit Agreement
Prior minimum liquidity covenant $12.5 million Previous minimum cash liquidity requirement before Tenth Amendment
Amendment fee rate 1.00% Fee on outstanding principal, paid in kind and added to loan balance
Interest treatment PIK through June 30, 2026 Accrued and unpaid interest capitalized and added to principal
Amendment effective date July 3, 2026 Date of Tenth Amendment to Credit Agreement and Guaranty
payment in kind financial
"the Lenders agreed to (i) payment in kind of accrued and unpaid interest through and including June 30, 2026"
Payment in kind is when an obligation—such as interest, dividends, or repayment—is settled with something other than cash, like additional securities, goods, or services. Investors care because it changes a borrower’s immediate cash needs and can dilute existing shareholders or increase future claims on assets, similar to a friend repaying a loan with concert tickets instead of cash: you get something of value now but not the cash you could spend or reinvest.
minimum liquidity covenant financial
"reduce the Credit Agreement’s minimum liquidity covenant to require minimum cash liquidity of $7.5 million"
A minimum liquidity covenant is a clause in a loan or bond agreement that requires the borrower to keep a certain amount of cash or easily sold assets on hand, like an agreed emergency fund. It matters to investors because it protects lenders and other creditors by reducing the chance of missed payments; falling below the required level can trigger penalties, default, or demands for extra collateral, which can affect a company’s borrowing costs and equity value.
Credit Agreement and Guaranty financial
"amended the Credit Agreement and Guaranty, dated April 19, 2022, as amended"
basis points financial
"paid to the Lenders a fee equal to 100 basis points (or 1.00%) of the principal amount"
Basis points are a way to measure small changes in interest rates or percentages, where one basis point equals 0.01%. For example, if a loan's interest rate increases by 50 basis points, it's gone up by 0.50%. They help people understand tiny differences in rates that can add up over time, making financial comparisons clearer.
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.
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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): July 6, 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 1.01 Entry into a Material Definitive Agreement.

 

On July 3, 2026, BioXcel Therapeutics, Inc. (the “Company”) entered into the Tenth Amendment to Credit Agreement and Guaranty (the “Tenth Amendment”), which amended the Credit Agreement and Guaranty, dated April 19, 2022, as amended (the “Credit Agreement”), by and among the Company, as the borrower, certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders party thereto (the “Lenders”), and Oaktree Fund Administration LLC, as administrative agent.

 

Pursuant to the Tenth Amendment, the Lenders agreed to (i) payment in kind of accrued and unpaid interest through and including June 30, 2026, by capitalizing and adding such interest to the outstanding principal amount of the Loans as of such date, (ii) defer the payment of principal that was originally due on June 30, 2026 until July 31, 2026, at which point the Company is obligated to make a payment of $9,016,914.47 (constituting the principal and interest that were due and payable on June 30, 2026) plus all accrued interest and fees on such amount through and including July 31, 2026) and (iii) reduce the Credit Agreement’s minimum liquidity covenant to require minimum cash liquidity of $7.5 million (instead of $12.5 million).

 

In addition, pursuant to the Tenth Amendment, among other things:

 

·The Company is required to, on or prior to July 31, 2026, enter into definitive agreements with respect to one or more transactions acceptable to Lenders that (A) would result in the repayment of all loan and other obligations under the Credit Agreement or (B) is an alternative capital solutions transaction on terms and conditions acceptable to the Lenders.

 

·The Company agreed to permit any and all transfers or assignments of all or any portion of the loans, commitments, claims or other rights, interests or obligations of any Lender under or in respect of the Credit Agreement to any third party.  In addition, the Company agreed to waive or otherwise release any and all restrictions contained in any contract between the Company and a third party on such third party’s ability to receive such assignments or transfers.

 

·The Company agreed to establish and maintain a strategic process committee of its board of directors, which committee shall be comprised solely of David Mack (and/or such other independent director acceptable to the Lenders and that is not a member of the Board as of the Tenth Amendment Effective Date), that will have the full and exclusive authority to evaluate, negotiate, oversee, coordinate and implement any sale, restructuring or other material transaction, including any equity raise, sale or business combination transaction, out-of-court restructuring, in-court restructuring, bankruptcy or insolvency filing or similar transaction and any other matters or actions as may be necessary or advisable to effectuate any of the foregoing.

 

·The Company agreed to certain additional reporting and information covenants, including a requirement to hold a weekly meeting with the Lenders and the Company’s financial advisors, and a requirement to deliver to the Lenders a 13-week cash flow budget and financial report on a bi-weekly basis. The Company will not be permitted to make disbursements for any two-week period in excess of 115% of the aggregate budgeted amount of disbursements for the applicable period.

 

 

 

 

·The Company agreed to certain additional negative covenants applicable following the Tenth Amendment Effective Date, which, among other things, prohibit the Company from, subject to limited exceptions, (i) making any dividend, distribution or repurchase with respect to its equity interests, (ii) making any investments, (iii) disposing of or granting any license in the Company’s assets, (iv) incurring or suffering to exist any indebtedness or liens, and (v) becoming party to or bound by, or canceling, terminating, modifying or amending in any material respect, or waiving any material rights under any material contract.

 

·Through July 31, 2026, the Company is prohibited from entering into, terminating, or otherwise modifying any compensation arrangement with its directors, officers or employees, or making any non-ordinary course payments to, or materially increasing the compensation or benefits of, such persons.

 

In connection with the Tenth Amendment, the Company paid to the Lenders a fee equal to 100 basis points (or 1.00%) of the principal amount of the Loans outstanding as of the effective date of the Tenth Amendment, which was paid in kind by adding such amount to the outstanding principal amount of the Loans on the effective date of the Tenth Amendment.

 

The foregoing summary of the Tenth Amendment is qualified in its entirety by the complete text of such agreement, a copy of which is filed hereto as Exhibits 10.1.

 

Item 9.01Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Ex. No.Description

 

10.1Tenth Amendment to Credit Agreement and Guaranty, dated July 3, 2026.
  
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: July 6, 2026 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) change in its credit agreement?

BioXcel Therapeutics amended its credit agreement with Oaktree to capitalize accrued interest through June 30, 2026, defer a June 30 principal payment to July 31, 2026, lower its minimum liquidity covenant, and add a 1.00% amendment fee to the outstanding loan principal.

How much must BioXcel Therapeutics pay under the loan amendment on July 31, 2026?

On July 31, 2026, BioXcel Therapeutics must pay $9,016,914.47, representing principal and interest originally due June 30, 2026, plus all additional accrued interest and fees on that amount through July 31, 2026, under the amended credit agreement terms.

How did the BioXcel Therapeutics loan amendment affect its liquidity covenant?

The amendment reduced BioXcel Therapeutics’ minimum cash liquidity covenant from $12.5 million to $7.5 million. This lower threshold eases covenant requirements, giving the company more room to operate with a smaller cash buffer while remaining in compliance with its loan terms.

What is the 1.00% fee BioXcel Therapeutics owes in the Tenth Amendment?

BioXcel Therapeutics owes a 1.00% fee on the principal amount of loans outstanding when the amendment became effective. This fee is paid in kind, meaning it is added to the outstanding principal balance instead of being paid in cash at the time of the amendment.

What does payment in kind mean in BioXcel Therapeutics’ amended loan?

Payment in kind means accrued and unpaid interest, and the 1.00% amendment fee, are not paid in cash but added to the loan principal. For BioXcel Therapeutics, this increases total debt outstanding while conserving cash in the near term under the amended agreement.

Filing Exhibits & Attachments

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