BioXcel Therapeutics reports that Armistice Capital, LLC and Steven Boyd beneficially own 1,910,076 shares of common stock, representing 7.05% of the class. The filing states Armistice Capital, as investment manager to Armistice Capital Master Fund Ltd., shares voting and dispositive power over those shares.
The statement is a Schedule 13G style disclosure identifying beneficial ownership and the reporting persons; it notes the Master Fund holds the shares and that the Master Fund has the right to receive dividends or sale proceeds. The filing is signed by Steven Boyd on 05/15/2026.
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Insights
Armistice Capital reports a 7.05% beneficial stake via shared voting/dispositive power.
Armistice Capital is disclosed as the investment manager for Armistice Capital Master Fund Ltd., and the filing attributes 1,910,076 shares of common stock to the reporting persons with shared voting and dispositive power. The statement clarifies the Master Fund is the direct holder while Armistice exercises management authority under an Investment Management Agreement.
The filing also states the Master Fund "has the right to receive dividends from, or the proceeds from the sale of, the reported securities." Subsequent filings would show any changes in this position; timing references in this excerpt include 03/31/2026 and signature 05/15/2026.
Key Figures
Shares beneficially owned:1,910,076 sharesPercent of class:7.05%Reporting date header:03/31/2026+2 more
5 metrics
Shares beneficially owned1,910,076 sharesAmount reported in Item 4 of Schedule 13G
Percent of class7.05%Percent of common stock reported in Item 4
Reporting date header03/31/2026Date shown at top of excerpt
Signature date05/15/2026Filing signed by Steven Boyd
CUSIP09075P204Identifier for BioXcel common stock
Key Terms
Investment Management Agreement, beneficially own, shared dispositive power
3 terms
Investment Management Agreementregulatory
"Armistice Capital exercises voting and investment power over the securities ... pursuant to an Investment Management Agreement"
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.
beneficially ownregulatory
"Armistice Capital ... 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 dispositive powerregulatory
"Shared Dispositive Power 1,910,076.00"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
BioXcel Therapeutics, Inc.
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
09075P204
(CUSIP Number)
03/31/2026
(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
1,910,076.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,910,076.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,910,076.00
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)
7.05 %
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
1,910,076.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,910,076.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,910,076.00
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)
7.05 %
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 Number(s):
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:
1,910,076
(b)
Percent of class:
7.05%
(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:
1,910,076
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,910,076
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.
Not Applicable
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:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
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: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
The filing shows Armistice Capital, LLC and Steven Boyd reported beneficial ownership of 1,910,076 shares, equal to 7.05% of BioXcel's common stock as stated in the Schedule 13G.
Does the Master Fund directly own the shares reported in the Schedule 13G?
Yes. The Schedule 13G states the Armistice Capital Master Fund Ltd. is the direct holder of the reported shares and Armistice Capital acts as its investment manager.
What voting and disposition powers are reported for these shares?
The filing discloses 0 sole voting power and 1,910,076 shared voting power, and similarly 0 sole dispositive power and 1,910,076 shared dispositive power for the reporting persons.
Does the Master Fund retain economic interest in the shares?
The Schedule 13G states the Master Fund "has the right to receive dividends from, or the proceeds from the sale of, the reported securities," indicating the Master Fund retains the economic interest in those shares.
When was this Schedule 13G signed and filed?
The certification in the excerpt is signed by Steven Boyd on 05/15/2026, with a reporting reference date shown as 03/31/2026 in the header of the excerpt.
