STOCK TITAN

BioXcel (NASDAQ: BTAI) takes $1.25M loan under tighter lender terms

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BioXcel Therapeutics, Inc. (BTAI) amended its existing Credit Agreement with lenders administered by Oaktree Fund Administration LLC through a Fourteenth Amendment. The lenders provided additional term loans with an aggregate principal amount of $1,250,000, for which the company paid a $250,000 upfront fee, equal to 20% of the new borrowing. These loans otherwise carry the same economic and other terms as the prior loans under the agreement.

The lenders agreed to reduce the minimum liquidity covenant from $3.0 million to $250,000. BioXcel must, on or before August 31, 2026, enter into definitive agreements for one or more lender-acceptable transactions that either repay all obligations under the Credit Agreement or constitute an alternative capital solutions transaction acceptable to the lenders. Various covenants and thresholds were also tightened, removing flexibility for certain transactions, including out-licensing of intellectual property and sales of assets.

Positive

  • Company secures $1,250,000 in additional term loans, providing near-term funding.
  • Minimum liquidity covenant reduced from $3.0 million to $250,000, easing short-term compliance pressure.

Negative

  • Upfront fee of $250,000 (20% of new borrowing) increases effective financing cost.
  • New deadline of August 31, 2026 to execute transactions acceptable to lenders adds refinancing pressure.
  • Covenant changes remove prior flexibility for out-licensing intellectual property and asset sales, limiting strategic options.

Filing Explained

The August 24 amendment does not itself complete the required lender-acceptable transaction: BioXcel Therapeutics now has until August 31, 2026, rather than August 28, 2026, to sign agreements that would repay the credit agreement or provide an acceptable alternative capital solution.

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, or exhibit attachments filed with this report.
Amendment No. 14 Term Loans principal $1,250,000 Additional loans under the Fourteenth Amendment
Upfront fee on Amendment No. 14 Term Loans $250,000 Paid in connection with $1,250,000 new term loans
Upfront fee percentage 20% Portion of aggregate principal amount of new term loans
New minimum cash liquidity covenant $250,000 Revised minimum liquidity requirement under Credit Agreement
Prior minimum cash liquidity covenant $3.0 million Previous minimum liquidity requirement before Fourteenth Amendment
Deadline for definitive agreements August 31, 2026 Date by which acceptable repayment or alternative capital transaction must be agreed
Credit Agreement date April 19, 2022 Original date of Credit Agreement and Guaranty
minimum liquidity covenant financial
"The Lenders agreed to reduce the Credit Agreement’s minimum liquidity covenant"
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.
aggregate principal amount financial
"additional loans to the Company in an aggregate principal amount of $1,250,000"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
alternative capital solutions transaction financial
"or (B) is an alternative capital solutions transaction on terms and conditions"
out-licensing of intellectual property technical
"including, without limitation, with respect to out-licensing of intellectual property"
subsidiary guarantors financial
"certain subsidiaries of the Company from time to time party thereto as subsidiary guarantors"
Credit Agreement and Guaranty financial
"Fourteenth Amendment to Credit Agreement and Guaranty"

FAQ

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

BioXcel Therapeutics entered into a Fourteenth Amendment to its Credit Agreement, obtaining $1,250,000 in additional term loans, paying a $250,000 upfront fee, lowering its minimum liquidity covenant, and tightening various covenants related to intellectual property out-licensing and asset sales.

How much new financing did BTAI receive under the Fourteenth Amendment?

BioXcel Therapeutics received additional term loans with an aggregate principal amount of $1,250,000. These Amendment No. 14 Term Loans have economic and other terms identical to the existing loans under the Credit Agreement, apart from the $250,000 upfront fee.

What is the new minimum liquidity requirement for BTAI under the Credit Agreement?

The minimum liquidity covenant was reduced to require minimum cash liquidity of $250,000, down from a prior requirement of $3.0 million. This change modifies the level of cash the company must maintain to comply with the Credit Agreement.

What deadline does BTAI face for refinancing or alternative capital under this amendment?

BioXcel Therapeutics must, on or before August 31, 2026, enter into definitive agreements for transactions acceptable to the lenders that either fully repay all obligations under the Credit Agreement or constitute an acceptable alternative capital solutions transaction.

How did the Fourteenth Amendment affect BTAI’s covenants on IP and asset transactions?

Certain covenants and thresholds under the Credit Agreement were amended to remove flexibility the company and its subsidiaries previously had to undertake specific transactions, including, without limitation, out-licensing of intellectual property and sales of assets.

What fee did BTAI pay in connection with the new term loans?

BioXcel Therapeutics paid an upfront fee of $250,000 in respect of the Amendment No. 14 Term Loans. This fee equals 20% of the $1,250,000 aggregate principal amount of the new loans.

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

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false 0001720893 0001720893 2026-08-24 2026-08-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 24, 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 1.01Entry into a Material Definitive Agreement.

 

On August 24, 2026, BioXcel Therapeutics, Inc. (the “Company”) entered into the Fourteenth Amendment to Credit Agreement and Guaranty (the “Fourteenth 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 Fourteenth Amendment, the Lenders made additional loans to the Company in an aggregate principal amount of $1,250,000 (the “Amendment No. 14 Term Loans”). The Company paid an upfront fee of $250,000, or 20% of the aggregate principal amount, in respect of the Amendment No. 14 Term Loans. Other than the upfront fee, the Amendment No. 14 Term Loans are subject to identical economic and other terms as the preexisting loans under the Credit Agreement.

 

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

 

·The Lenders agreed to reduce the Credit Agreement’s minimum liquidity covenant to require minimum cash liquidity of $250,000 (instead of $3.0 million).
·The Company is required to, on or prior to August 31, 2026 (extended from August 28, 2026, as was required under the Thirteenth 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.
·Certain covenants and thresholds under the Credit Agreement were amended to remove flexibility the Company and its subsidiaries previously had thereunder to undertake certain transactions, including, without limitation, with respect to out-licensing of intellectual property and sales of assets.

 

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

 

Item 9.01Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Ex. No. Description
 
10.1 Form of Fourteenth Amendment to Credit Agreement and Guaranty, dated August 24, 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 25, 2026 BIOXCEL THERAPEUTICS, INC.
     
    /s/ Richard Steinhart
  By: Richard Steinhart
  Title: Chief Financial Officer

 

 

 

Filing Exhibits & Attachments

4 documents