BioXcel Therapeutics, Inc. 8-K

What Happened

• BioXcel Therapeutics, Inc. announced that it entered into a Ninth Amendment to its Credit Agreement (entered March 27, 2026) and, pursuant to that amendment, on April 15, 2026 granted lenders warrants to purchase up to 1,353,729 shares of common stock at an exercise price of $0.01 per share. The warrants expire seven years after issuance (April 15, 2033).
• On April 15, 2026 the company also executed a Fourth Amended and Restated Registration Rights Agreement with the lenders to register the shares issuable upon exercise of those warrants.

Key Details

• Number of shares covered: up to 1,353,729 common shares.
• Exercise price: $0.01 per share (would generate nominal proceeds of about $13,537.29 if fully exercised).
• Issuance date: April 15, 2026; Expiration: seventh anniversary of issuance (April 15, 2033).
• Securities issued relying on the Section 4(a)(2) private placement exemption; lenders represented they are acquiring for investment, and legends will be affixed.

Why It Matters

• These warrants create the potential for dilution of up to 1.35 million shares if exercised, though the exercise price is nominal. The registration rights agreement means the company has committed to register those shares so they can be resold if and when issued. Investors should note this potential increase in share count and watch future filings for any exercises, issuance, or registration of the underlying shares.