Armistice Capital, LLC and Steven Boyd report beneficial ownership of BioXcel Therapeutics, Inc. common stock. They report beneficial ownership of 1,621,716 shares, representing 4.99% of the outstanding common stock. All of these shares are subject to shared voting and shared dispositive power, with no sole voting or dispositive authority reported.
Armistice Capital is investment manager to Armistice Capital Master Fund Ltd., the direct holder of the shares, and exercises voting and investment power over those securities under an Investment Management Agreement. Steven Boyd, as managing member of Armistice Capital, may also be deemed to beneficially own these securities. The Master Fund has the right to receive dividends and sale proceeds from the reported securities, while it disclaims beneficial ownership because it cannot vote or dispose of the shares under the agreement.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,621,716 sharesPercent of class:4.99%Shared voting power:1,621,716 shares+3 more
6 metrics
Shares beneficially owned1,621,716 sharesBioXcel Therapeutics common stock reported as beneficially owned by the reporting persons
Percent of class4.99%Percentage of BioXcel Therapeutics common stock represented by the reported ownership
Shared voting power1,621,716 sharesShares over which the reporting persons have shared power to vote or direct the vote
Shared dispositive power1,621,716 sharesShares over which the reporting persons have shared power to dispose or direct disposition
Sole voting power0 sharesShares over which the reporting persons have sole power to vote
Sole dispositive power0 sharesShares over which the reporting persons have sole power to dispose
"may be deemed to beneficially own the securities of the Issuer held by the Master Fund"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
shared voting powerfinancial
"Shared Voting Power 1,621,716.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 1,621,716.00"
Investment Management Agreementfinancial
"pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power"
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
exempted companyfinancial
"The Master Fund, a Cayman Islands exempted company that is an investment advisory client"
Rule 13d-1(k)regulatory
"JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)"
FAQ
What percentage of BioXcel Therapeutics (BTAI) shares does Armistice Capital report owning?
Armistice Capital and Steven Boyd report beneficial ownership of 4.99% of BioXcel Therapeutics’ common stock, representing 1,621,716 shares. This stake is held with shared voting and dispositive power through an investment-managed master fund structure.
How many BioXcel Therapeutics (BTAI) shares are beneficially owned according to this Schedule 13G/A?
The reporting persons disclose beneficial ownership of 1,621,716 shares of BioXcel Therapeutics common stock. They report 0 shares with sole voting or dispositive power and 1,621,716 shares with shared voting and shared dispositive power.
Who are the reporting persons in this BioXcel Therapeutics (BTAI) ownership filing?
The reporting persons are Armistice Capital, LLC and Steven Boyd. Armistice Capital is the investment manager for Armistice Capital Master Fund Ltd., while Steven Boyd is its managing member and may be deemed to share beneficial ownership of the reported shares.
Which entity directly holds the BioXcel Therapeutics (BTAI) shares reported here?
The shares are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company. Armistice Capital, as investment manager, exercises voting and investment power, and the Master Fund has rights to dividends and sale proceeds from the securities.
Does this BioXcel Therapeutics (BTAI) filing indicate control over the company?
The filing reports ownership of 4.99% of the common stock, which is under 5% of the class. It indicates a significant but minority investment position with shared voting and dispositive power, not a controlling stake in the company.
What ownership powers do Armistice Capital and Steven Boyd report for BioXcel Therapeutics (BTAI)?
They report 0 shares with sole voting or dispositive power and 1,621,716 shares with shared voting and shared dispositive power. These powers arise through Armistice Capital’s investment management role over the master fund that directly holds the shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
BioXcel Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
09075P204
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
09075P204
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,621,716.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,621,716.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,621,716.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
09075P204
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,621,716.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,621,716.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,621,716.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
BioXcel Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
555 Long Wharf Drive, New Haven, CT 06511
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common Stock, par value $0.001
(e)
CUSIP No.:
09075P204
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
1,621,716
(b)
Percent of class:
4.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,621,716
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,621,716
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
08/14/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
08/14/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: August 14, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
