8-K - BioXcel Therapeutics, Inc. | StockGist

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BioXcel Therapeutics, Inc. completed a registered direct offering on March 11, 2026, issuing 2,480,294 shares of common stock and pre-funded warrants to purchase 2,020,491 shares, along with accompanying warrants to purchase up to 4,500,785 shares, generating approximately $7.8 million in gross proceeds. The company also amended existing warrants held by the purchaser, reducing their exercise price to $1.614 per share and extending their term.

Key Takeaways

1Entered securities purchase agreement on March 10, 2026 with unnamed Purchaser

2Issued 2,480,294 common shares at combined price of $1.739 per share and accompanying warrant

3Issued pre-funded warrants to purchase 2,020,491 shares at $1.738 combined price (exercise price $0.001)

4Accompanying warrants exercisable at $1.614 per share, expiring March 11, 2031

5Placement Agent Rodman & Renshaw LLC received 6% cash fee and warrants for 180,031 shares at $2.0175

6Amended prior warrants for 1,385,083 shares issued March 27, 2024 and November 25, 2024 for $173,135 payment

Current Report Details

Event Type

Material Agreement

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. Registered Direct Offering and Warrant Amendment On March 10, 2026, BioXcel Therapeutics, Inc. (the “Company”) ent

Material Agreement

$1.74$1.74$1.61$7.8M

Source Document

9.01

. Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Accompanying Warrant 4.2 Form of Pre-Funded Warrant 4.3 Form of Placement

Exhibits Only

Transaction Details

Material Agreement

Agreement: securities purchase agreement
Parties: BioXcel Therapeutics, Inc., Purchaser

•Issue and sale of 2,480,294 shares of Common Stock and accompanying warrants at $1.739 per Share and accompanying warrant
•Issue and sale of Pre-Funded Warrants to purchase 2,020,491 shares and accompanying warrants at $1.738 per underlying share
•Accompanying Warrants: exercise price $1.614 per share, immediately exercisable, expire five-year anniversary of issuance
•Gross proceeds approximately $7.8 million before fees and expenses
•Placement Agent Rodman & Renshaw LLC: 6.0% cash fee, warrants for 180,031 shares at $2.0175 (125% of offering price), five-year term
•Reimbursement to Placement Agent up to $75,000 expenses and $15,950 clearing costs
•Warrant Amendment Agreement dated March 10, 2026: reduced exercise price of 1,385,083 existing warrants to $1.614, extended term to five years post-Offering closing, Purchaser paid $173,135

Exhibits (7)

10.1

EXHIBIT 10.1

10.2

EXHIBIT 10.2

4.1

EXHIBIT 4.1

4.2

EXHIBIT 4.2

4.3

EXHIBIT 4.3

5.1

EXHIBIT 5.1

8-K

FORM 8-K