Welcome to our dedicated page for Bioxcel Therapeutics SEC filings (Ticker: BTAI), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
BioXcel Therapeutics filings document regulatory, financing, governance, and operating disclosures for a Nasdaq-listed biopharmaceutical company focused on AI-supported drug re-innovation in neuroscience. The company’s Form 8-K reports include IGALMI regulatory updates, business and financial results, and exhibits tied to press releases and material corporate events.
The filing record also covers registered direct offerings, common stock, pre-funded warrants and accompanying warrants, credit agreement amendments, registration rights, unregistered equity issuances, and retention or milestone-based compensation arrangements. These disclosures describe BioXcel’s capital structure, contractual obligations, Nasdaq-listed common stock, and formal updates connected to its approved IGALMI product and BXCL501 development program.
BioXcel Therapeutics officer Javier Rodriguez reported equity award transactions involving the company’s common stock. On December 14, 2025 and December 15, 2025, restricted stock units were converted into 33 and 35 shares of common stock, respectively, at an exercise price of $0 per share. Following these transactions, he directly beneficially owned 6,760 and then 6,795 common shares.
The activity reflects vesting of restricted stock units originally granted on March 14, 2022 and March 15, 2023. Those grants covered 521 and 562 RSUs, vesting 25% on the first anniversary of each grant date and 6.25% at the end of each successive three‑month period, contingent on continuous employment. After the reported December 2025 conversions, he continued to beneficially own 130 and 282 RSUs, each RSU representing the right to receive one share of common stock.
BioXcel Therapeutics Chief Scientific Officer Frank Yocca reported routine equity compensation activity. On 12/14/2025 and 12/15/2025, previously granted restricted stock units vested and he acquired 33 and 35 shares of BioXcel common stock at no cash cost, increasing his directly held stake to 6,417 shares and then 6,452 shares.
The vested shares came from RSU awards originally granted on March 14, 2022 for 521 RSUs and March 15, 2023 for 562 RSUs, which vest over time as long as he remains employed. Following these transactions, he continued to beneficially own 130 RSUs from the 2022 grant and 282 RSUs from the 2023 grant, each representing a contingent right to receive one share of common stock.
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.
BioXcel Therapeutics (BTAI) called a virtual annual meeting for December 12, 2025 at 9:00 a.m. ET. Stockholders will vote to elect three Class I directors (June Bray, Sandeep Laumas, M.D., and David Mack), ratify Ernst & Young LLP as auditor for 2025, and approve an advisory Say‑on‑Pay resolution.
The agenda also seeks authority to implement, within 12 months and only if the Board deems it necessary to regain Nasdaq minimum bid price compliance, a reverse stock split at a ratio to be selected by the Board within an approved range, plus approval to adjourn the meeting if more time is needed to secure votes on the reverse split. The company states it is currently in compliance and is proposing this as a precautionary measure.
Holders of record at the close of business on October 31, 2025 may vote. 21,765,678 shares of common stock were outstanding as of that date. Proposal 2 (auditor), Proposal 3 (Say‑on‑Pay), Proposal 4 (reverse split) and Proposal 5 (adjournment) each require a majority of votes cast; director elections are by plurality.
BioXcel Therapeutics (BTAI) reported Q3 2025 results marked by continued losses and tight liquidity. The company posted a net loss of $30.9M for the quarter and $57.4M year-to-date, with Q3 product revenue of $98K and nine-month revenue of $386K. Operating cash outflow was $43.4M for the nine months ended September 30, 2025.
Cash, cash equivalents and restricted cash were $37.3M as of September 30, 2025, versus total debt of $109.1M and derivative liabilities of $3.6M. Stockholders’ deficit was $(88.9)M. Management concluded there is “substantial doubt” about the company’s ability to continue as a going concern within 12 months, citing ongoing losses, negative operating cash flows, limited liquidity, and debt covenant dynamics.
The credit facility with Oaktree/QIA was amended multiple times, including a fixed interest rate of 13% effective September 30, 2024, modified minimum liquidity thresholds, quarterly amortization beginning in 2026, and waivers of certain covenants. Shares outstanding were 19,996 as of September 30, 2025; the company later reported 21,869,491 outstanding as of November 11, 2025.
BioXcel Therapeutics, Inc. filed a Form 8-K stating that it issued a press release with its financial results for the three months ended September 30, 2025 and a business update. The press release is attached as Exhibit 99.1 and is incorporated by reference for those details.
The company notes that the information in this Form 8-K under Item 2.02, including Exhibit 99.1, is being furnished rather than filed under securities laws, which affects how it is treated for certain legal purposes.
BioXcel Therapeutics announced a scientific poster presentation on BXCL501, a sublingual dexmedetomidine film for treating agitation associated with bipolar disorder or schizophrenia in the home setting. The Phase 3 study poster was presented at the Neuroscience Education Institute Conference on November 7, 2025 by Dr. Leslie Citrome.
The poster is furnished as Exhibit 99.1 and incorporated by reference. This 8-K provides visibility into the ongoing clinical program but does not detail trial results or financial terms.
BioXcel Therapeutics (BTAI) director David J. Mack reported the vesting and settlement of 1,694 shares of Common Stock on 10/31/2025 from previously granted RSUs. Following the transaction, he beneficially owned 20,317 shares, held directly.
The RSUs were part of a grant made on November 21, 2024, totaling 20,317 RSUs, scheduled to vest in twelve equal monthly installments beginning November 30, 2024, subject to continued service as a Director.
BioXcel Therapeutics (BTAI) filed preliminary proxy materials for its 2025 annual meeting. Stockholders will vote on: electing three Class I directors (June Bray, Sandeep Laumas, M.D., and David Mack), ratifying Ernst & Young LLP as auditor for 2025, an advisory say‑on‑pay vote, authorizing a reverse stock split within 12 months if the Board determines it is necessary to regain compliance with Nasdaq’s minimum bid price requirement, and a related adjournment proposal.
The meeting is scheduled for December 12, 2025 at 9:00 a.m. ET and will be held virtually at www.virtualshareholdermeeting.com/BTAI2025. The record date is October 31, 2025. The Board recommends voting FOR all proposals. The proxy notes the company is currently in compliance with Nasdaq’s bid price rule but seeks flexibility should conditions change.