4//SEC Filing
BioXcel LLC 4
Accession 0001104659-24-069195
CIK 0001720893other
Filed
Jun 5, 8:00 PM ET
Accepted
Jun 6, 8:35 PM ET
Size
21.7 KB
Accession
0001104659-24-069195
Insider Transaction Report
Form 4
Mehta Vimal
DirectorCEO and President
Transactions
- Sale
Common Stock
2024-06-04$1.63/sh−126,014$205,516→ 7,811,515 total(indirect: By LLC) - Sale
Common Stock
2024-06-05$1.58/sh−126,014$199,619→ 7,685,501 total(indirect: By LLC) - Sale
Call Options (obligation to sell)
2024-06-04−120→ 120 total(indirect: By LLC)From: 2024-06-04Exp: 2026-08-31→ Common Stock (17,906 underlying) - Sale
Common Stock
2024-06-04−609,221→ 7,937,529 total(indirect: By LLC) - Sale
Common Stock
2024-06-04−283,123→ 283,122 total(indirect: By Holdings, Inc.) - Sale
Common Stock
2024-06-05−283,122→ 0 total(indirect: By Holdings, Inc.)
Holdings
- 43,564
Common Stock
- 2,000(indirect: By Spouse)
Common Stock
BioXcel Holdings, Inc.
10% Owner
Transactions
- Sale
Common Stock
2024-06-05−283,122→ 0 total(indirect: By Holdings, Inc.) - Sale
Common Stock
2024-06-05$1.58/sh−126,014$199,619→ 7,685,501 total(indirect: By LLC) - Sale
Call Options (obligation to sell)
2024-06-04−120→ 120 total(indirect: By LLC)From: 2024-06-04Exp: 2026-08-31→ Common Stock (17,906 underlying) - Sale
Common Stock
2024-06-04$1.63/sh−126,014$205,516→ 7,811,515 total(indirect: By LLC) - Sale
Common Stock
2024-06-04−283,123→ 283,122 total(indirect: By Holdings, Inc.) - Sale
Common Stock
2024-06-04−609,221→ 7,937,529 total(indirect: By LLC)
Holdings
- 2,000(indirect: By Spouse)
Common Stock
- 43,564
Common Stock
BioXcel Corp
10% Owner
Transactions
- Sale
Common Stock
2024-06-04−283,123→ 283,122 total(indirect: By Holdings, Inc.) - Sale
Common Stock
2024-06-04−609,221→ 7,937,529 total(indirect: By LLC) - Sale
Common Stock
2024-06-05−283,122→ 0 total(indirect: By Holdings, Inc.) - Sale
Call Options (obligation to sell)
2024-06-04−120→ 120 total(indirect: By LLC)From: 2024-06-04Exp: 2026-08-31→ Common Stock (17,906 underlying) - Sale
Common Stock
2024-06-04$1.63/sh−126,014$205,516→ 7,811,515 total(indirect: By LLC) - Sale
Common Stock
2024-06-05$1.58/sh−126,014$199,619→ 7,685,501 total(indirect: By LLC)
Holdings
- 43,564
Common Stock
- 2,000(indirect: By Spouse)
Common Stock
Footnotes (8)
- [F1]Pursuant to certain agreements, BioXcel LLC transferred 566,245 shares of Common Stock to Parent (defined below) and 42,976 shares of Common Stock to certain of its other members, each in exchange for common interests in BioXcel LLC. Subsequently, Parent transferred 566,245 shares of Common Stock to certain of its stockholders in exchange for their interests in Parent.
- [F2]These securities are held of record by BioXcel LLC. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. ("Parent"). Vimal Mehta, Ph.D. is an executive officer and the sole member of the board of directors of Parent and an executive officer and one of two managers on the board of managers of BioXcel LLC. By virtue of these relationships, Parent and Dr. Mehta may be deemed to be the beneficial owners of the securities held of record by BioXcel LLC. Each disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.
- [F3]Reflects securities acquired pursuant to a transaction exempt from reporting under Rule 16a-13.
- [F4]Represents sales of an amount of shares of Common Stock sufficient to cover certain tax liabilities incurred in connection with the transfers of Common Stock reported herein.
- [F5]The price reported is a weighted average price. The securities were sold in multiple transactions at a per share prices ranging from $1.605 to $1.68. The Reporting Persons undertake to provide upon request of the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
- [F6]The price reported is a weighted average price. The securities were sold in multiple transactions at a per share prices ranging from $1.55 to $1.635. The Reporting Persons undertake to provide upon request of the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
- [F7]The warrants underlying each call option will be exercisable for common interests in BioXcel LLC at an exercise price per common interest equal to $1,709.88.
- [F8]BioXcel LLC has agreed to redeem each common interest in BioXcel LLC acquired pursuant to the exercise of the warrant described in footnote 7 above in exchange for 149.22 shares of Common Stock.
Documents
Issuer
BioXcel Therapeutics, Inc.
CIK 0001720893
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001651990
Filing Metadata
- Form type
- 4
- Filed
- Jun 5, 8:00 PM ET
- Accepted
- Jun 6, 8:35 PM ET
- Size
- 21.7 KB