UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 3.02 | Unregistered Sales of Equity Securities. |
On March 27, 2026, BioXcel Therapeutics, Inc. (the “Company”) entered into the Ninth Amendment to the Credit Agreement and Guaranty, dated April 19, 2022, as amended (“Ninth Amendment”). Pursuant to the terms of the Ninth Amendment, on April 15, 2026, the Company granted the lenders under the Ninth Amendment (the “Lenders”) warrants to purchase up to 1,353,729 shares of common stock at an exercise price of $0.01 per share (the “Amendment Warrants”). The Amendment Warrants will expire on the seventh anniversary of their issuance. On April 15, 2026, the Company also entered into the Fourth Amended and Restated Registration Rights Agreement with the Lenders, pursuant to which the Company agreed to register the shares of common stock issuable under the Amendment Warrants.
The Amendment Warrants were issued, and the shares issuable upon the exercise of the Amendment Warrants will be issued (if at all), in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) of the Securities Act. The Lenders have represented that they are acquiring the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, and appropriate legends have been or will be affixed to the securities.
The foregoing summary of the Amendment Warrants and the Fourth Amended and Restated Registration Rights Agreement are qualified in their entirety by the complete text of such agreements, copies of which are filed hereto as Exhibits 4.1 and 4.2, respectively.
| 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: April 17, 2026 | BIOXCEL THERAPEUTICS, INC. | |
| /s/ Richard Steinhart | ||
| By: | Richard Steinhart | |
| Title: | Chief Financial Officer | |