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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):
August 18, 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) |
|
(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. ¨
On August 18, 2025, BioXcel Therapeutics, Inc.
(the “Company”) announced it had received positive pre-sNDA meeting comments from the U.S. Food and Drug Administration (“FDA”)
for the planned supplemental new drug application (“sNDA”) submission for BXCL501 in agitation associated with bipolar disorders
or schizophrenia in the at-home (outpatient) setting. Based on the FDA’s feedback, the Company believes that the planned sNDA regulatory
package will be sufficient to support the sNDA submission, which remains on track for the first quarter of 2026.
The primary purpose of the planned meeting was
to gain alignment with the FDA regarding the content and format of the Company’s planned supplemental New Drug Application (sNDA)
submission for the at-home (outpatient) use of BXCL501 for the acute treatment of agitation associated with bipolar disorders or schizophrenia,
including the clinical, nonclinical, and chemistry and manufacturing and controls (CMC) requirements. The Company believes that the objectives
of the pre-sNDA meeting have been accomplished based on the FDA’s written responses and has determined that the meeting, originally
scheduled for August 20, 2025, is no longer required. The pre-sNDA preliminary meeting comments received from FDA on August 14, 2025,
will serve as the official record. Acceptance of the sNDA will be subject to the FDA’s review of the complete filing.
Forward-Looking Statements
This
current report includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in
Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements
contained in this current report other than statements of historical fact should be considered forward-looking statements, including,
without limitation, statements related to: the Company’s upcoming top-line data release for the SERENITY At-Home Phase 3 trial,
the planned sNDA submission, bringing a safe and effective outpatient treatment to patients suffering from agitation and transforming
the treatment paradigm. When used herein, words including “anticipate,” “believe,” “can,” “continue,”
“could,” “designed,” “estimate,” “expect,” “forecast,” “goal,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “target,” “will,” “would” and similar expressions are
intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. In addition,
any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking statements are based
upon the Company’s current expectations and various assumptions. The Company believes there is a reasonable basis for its expectations
and beliefs, but they are inherently uncertain. The Company may not realize its expectations, and its beliefs may not prove correct. Actual
results could differ materially from those described or implied by such forward-looking statements as a result of various important factors,
including, without limitation: its limited operating history; its incurrence of significant losses; its need for substantial additional
funding and ability to raise capital when needed; the impact of the reprioritization; its significant indebtedness, ability to comply
with covenant obligations and potential payment obligations related to such indebtedness and other contractual obligations; the conditions
and events that raise substantial doubt about its ability to continue as a going concern; its limited experience in drug discovery and
drug development; risks related to the TRANQUILITY program; its dependence on the success and commercialization of IGALMI™, BXCL501,
BXCL502, BXCL701 and BXCL702 and other product candidates; the number of episodes of agitation and the size of the Company’s total
addressable market may be overestimated, and approval that the Company may obtain may be based on a narrower definition of the patient
population; its lack of experience in marketing and selling drug products; the risk that IGALMI or the Company’s product candidates
may not be accepted by physicians or the medical community in general; the Company still faces extensive and ongoing regulatory requirements
and obligations for IGALMI; the failure of preliminary data from its clinical studies to predict final study results; failure of its early
clinical studies or preclinical studies to predict future clinical studies; its ability to receive regulatory approval for its product
candidates; its ability to enroll patients in its clinical trials; undesirable side effects or potential of misuse of the Company’s
product candidates that could impact regulatory approval; its novel approach to the discovery and development of product candidates based
on EvolverAI or our AI platform; the significant influence of and dependence on BioXcel LLC; failure to maintain compliance with Nasdaq’s
listing standards; its exposure to patent infringement lawsuits; its reliance on third parties; its ability to comply with the extensive
regulations applicable to it; impacts from data breaches or cyber-attacks, if any; risks associated with the increased scrutiny relating
to environmental, social and governance (ESG) matters; risks associated with federal, state or foreign health care “fraud and abuse”
laws; and its ability to commercialize its product candidates, as well the factors discussed under the caption “Risk Factors”
in its most recent Quarterly Report on Form 10-Q, as such factors may be updated from time to time in its other filings with the SEC.
These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements
made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this current
report. While the Company may elect to update such forward-looking statements at some point in the future, except as required by law,
it disclaims any obligation to do so, even if subsequent events cause our views to change. These forward-looking statements should not
be relied upon as representing the Company’s views as of any date subsequent to the date of this current report.
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 18, 2025 |
BIOXCEL THERAPEUTICS, INC. |
| |
|
| |
|
/s/ Richard Steinhart |
| |
By: |
Richard Steinhart |
| |
Title: |
Chief Financial Officer |
