BioXcel Therapeutics, Inc. 8-K

What Happened

• BioXcel Therapeutics (BTAI) filed an 8-K on Feb. 6, 2026 disclosing that on Feb. 4, 2026 the company entered into Milestone and Retention Bonus Agreements with certain key employees, including senior management and the CEO. The agreements follow the company’s recent submission of a supplemental NDA (sNDA) to the FDA for IGALMI® for at‑home treatment of agitation in bipolar disorder or schizophrenia.

Key Details

• Standard employee agreement total bonus: $225,000; Chief Executive Officer total bonus: $650,000.
• Payment schedule: Initial lump-sum payment of $150,000 per employee ($325,000 for the CEO) payable upon execution; a Final Bonus Amount of $75,000 per employee ($325,000 for the CEO) payable on April 15, 2026, subject to continued employment and no Default under the company’s Credit Agreement with Oaktree.
• Accelerated payment triggers: final payment payable sooner if (i) the company raises at least $25 million after the agreement date, or (ii) a Change of Control or other material transaction occurs before April 15, 2026 (subject to continued employment through closing).
• Forfeiture/repayment: if an employee is terminated for Cause or resigns without Good Reason before Dec. 31, 2026 (or Sept. 30, 2026 if only the initial payment was made), the employee must repay all bonuses received within 15 days of their last day.

Why It Matters

• These agreements are intended to retain senior staff through a near‑term regulatory milestone (the sNDA) and to align payouts with corporate financing or transaction events. For investors, the items signal management’s focus on securing FDA approval and preserving leadership continuity during a potentially pivotal period.
• Financial impact: initial cash obligations are specified and may be payable immediately upon execution; final payments depend on employment status and the company’s credit standing or corporate transactions. The amounts are material at the individual level (notably the CEO’s $650k) but the filing does not quantify the aggregate cash impact across all covered employees.