Current Report Filing (8-k)
11 May 2021 - 6:50AM
Edgar (US Regulatory)
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)
May 10, 2021
BioXcel Therapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-38410
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82-1386754
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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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:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.001
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BTAI
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The Nasdaq Capital Market
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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 x
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. x
Item 1.01 Entry into a Material Definitive Agreement
On May 10, 2021, BioXcel Therapeutics, Inc.
(the “Company”) entered into an Open Market Sale AgreementSM (the “Sale Agreement”) with Jefferies
LLC (“Jefferies”) to sell shares of the Company’s common stock, par value $0.001 per share (the “Common
Stock”), with aggregate gross sales proceeds of up to $100 million, from time to time, through an “at the market”
equity offering program under which Jefferies will act as sales agent.
Under the Sales Agreement, the Company will
set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are
requested to be made, limitations on the number of shares that may be sold in any one trading day and any minimum price below which
sales may not be made. Subject to the terms and conditions of the Sales Agreement, Jefferies may sell the shares by methods deemed
to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended,
including sales made through The Nasdaq Capital Market or on any other existing trading market for the Common Stock. The Company will pay Jefferies a commission of up to 3.0% of the gross proceeds of any Common Stock sold through
Jefferies under the Sales Agreement, and also has provided Jefferies with customary indemnification rights.
Any sales of shares under the Sales Agreement
will be made pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-240118) filed with
the Securities and Exchange Commission (the “Commission”) on August 27, 2020. The Company filed a prospectus supplement
with the Commission on May 10, 2021 in connection with the offer and sale of the shares pursuant to the Sales Agreement.
The foregoing description of the material
terms of the Sales Agreement is qualified in its entirety by reference to the full agreement, a copy of which is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Latham & Watkins LLP, counsel to
the Company, has issued an opinion to the Company, dated May 10, 2021, regarding the validity of the shares of Common
Stock to be issued and sold pursuant to the Sales Agreement. A copy of the opinion is filed as Exhibit 5.1 to this Current
Report on Form 8-K.
This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of any offer to buy the securities discussed herein, nor shall there be any
offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: May 10, 2021
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BIOXCEL THERAPEUTICS, INC.
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/s/ Richard Steinhart
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Richard Steinhart
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Chief Financial Officer
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