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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 31, 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 31, 2026, BioXcel Therapeutics, Inc.
(the “Company”) entered into the Eleventh Amendment to Credit Agreement and Guaranty (the “Eleventh 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 Eleventh Amendment, the Lenders
agreed to (i) defer the payment of principal that was originally due on June 30, 2026, which was previously deferred to July 31,
2026 pursuant to the Tenth Amendment to the Credit Agreement (the “Tenth Amendment”), until August 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 August 31, 2026, and (ii) reduce
the Credit Agreement’s minimum liquidity covenant to require minimum cash liquidity of $6.25 million (instead of $7.5 million).
In addition, pursuant to the Eleventh Amendment,
among other things:
| · | The Company is required to, on or prior to August 10, 2026 (extended
from July 31, 2026, as was required under the Tenth Amendment), 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. |
| · | Through August 10, 2026 (extended from July 31, 2026, as was provided
for under the Tenth Amendment), 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. |
The foregoing summary of the Eleventh 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 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| | 10.1 | Eleventh
Amendment to Credit Agreement and Guaranty, dated July 31, 2026 |
| | | |
| 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: August 3, 2026 |
BIOXCEL THERAPEUTICS, INC. |
| |
|
|
| |
|
/s/ Richard Steinhart |
| |
By: |
Richard Steinhart |
| |
Title: |
Chief Financial Officer |