Form 8-K

8-K — BioXcel Therapeutics, Inc.

Accession: 0001104659-26-104106

Filed: 2026-09-01

Period: 2026-08-31

CIK: 0001720893

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Documents

8-K — tm2624539d1_8k.htm (Primary)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2624539d1_8k.htm · Sequence: 1

false

0001720893

2026-08-31

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 31, 2026

BioXcel

Therapeutics, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-38410

82-1386754

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

555

Long Wharf Drive

New

Haven, CT 06511

(Address of principal executive offices, including

Zip Code)

(475)

238-6837

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed

since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

Stock, par value $0.001

BTAI

The Nasdaq

Capital Market

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ¨

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

As previously reported, on August 27, 2026, BioXcel Therapeutics, Inc.

(the “Company”) and its subsidiaries (together with the Company, the “Debtors”) each filed voluntary petitions

for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the

“Court” and such cases, the “Cases”).

In connection with the Cases, on August 31, 2026, the Company entered

into a Super-Priority Senior Secured Priming Debtor-in-Possession Credit Agreement and Guaranty (the “DIP Credit Agreement”)

with affiliates of Oaktree Capital Management, L.P. and the Qatar Investment Authority (the “DIP Lenders”), and Oaktree Fund

Administration, LLC, as administrative agent (the “Administrative Agent”), pursuant to which the DIP Lenders agreed to provide

the Company with debtor-in-possession financing (the “DIP Facility”) in an aggregate principal amount of up to $77.25 million.

The DIP Lenders are the same parties (or affiliates thereof) that provided prepetition financing to the Company under that certain Credit

Agreement and Guaranty, dated as of April 19, 2022 (as amended through August 24, 2026, the “Prepetition Credit Agreement”),

among the Debtors, the lenders party thereto and the Administrative Agent.

The DIP Facility consists of (i) new money term loan commitments in

an aggregate principal amount of up to $19 million (the “New Money Loans”), available in two draws: an initial draw of up

to $9.5 million upon entry of the interim DIP order (the “Interim Order”) and an additional draw of up to $9.5 million upon

entry of the final DIP order (the “Final Order”, and together with the Interim Order, the “DIP Orders”), and (ii)

subject to entry of the Interim Order and the Final Order (as applicable) approving the proposed roll-up, roll-up loans in an aggregate

principal amount of up to $58.25 million (the “Roll-Up Loans”, and, together with the New Money Loans, the “Loans”),

resulting from the conversion of a portion of the prepetition obligations outstanding under the Prepetition Credit Agreement into obligations

under the DIP Credit Agreement on a dollar-for-dollar basis. The Roll-Up Loans represent (I) the principal amount of the $1.25 million

bridge loan funded pursuant to the Fourteenth Amendment to the Prepetition Credit Agreement, dated August 24, 2026 and (II) a principal

amount equal to three times the principal amount of all New Money Loans actually funded pursuant to the DIP Credit Agreement.

The Loans bear interest at 13.00% per annum. Interest on the New Money

Loans is payable in cash, and interest on the Roll-Up Loans is payable in kind by capitalizing such interest and adding it to the outstanding

principal amount of the Roll-Up Loans. The default interest rate under the DIP Facility is 2.0% above the applicable interest rate. The

Company is also required to pay an exit fee equal to 4.0% of the aggregate principal amount of the Loans upon any repayment or prepayment

thereof.

The Company’s obligations under the DIP Facility are guaranteed

by each subsidiary of the Company. Upon entry and subject to the terms of the DIP Orders, the claims of the DIP Lenders are (i) entitled

to superpriority administrative expense claim status, subject to certain carve-outs, and (ii) secured by first priority priming liens

on substantially all assets of the Company and its subsidiaries, including assets that served as collateral under the Prepetition Credit

Agreement.

The proceeds of the DIP Facility may be used for, among other things,

post-petition working capital and general corporate purposes, payment of costs to administer the Cases, funding the operating and administrative

costs of the Cases and any approved sale transaction, professional fees and expenses associated with the Cases, and other purposes set

forth in the approved budget, subject to permitted variances.

The DIP Facility matures on January 27, 2027, unless earlier repaid

in full in cash, whether as a result of the effective date of any Chapter 11 plan of reorganization with respect to the Company; the consummation

of the sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries pursuant to Section 363

of the Bankruptcy Code; the acceleration of the borrowings under the DIP Facility following the occurrence and during the continuance

of an event of default under the DIP Credit Agreement; or otherwise.

The DIP Credit Agreement contains covenants customary for comparable

debtor-in-possession financing arrangements, including, among others, compliance with an approved 13-week budget (subject to permitted

variances), maintenance of a minimum liquidity amount of $250 thousand, and compliance with specified case milestones. The DIP Credit

Agreement also contains representations, warranties, and negative covenants that are customary for these types of debtor-in-possession

facilities, including restrictions on indebtedness, liens, investments, restricted payments, asset sales, and transactions with affiliates.

The DIP Credit Agreement contains customary events of default for debtor-in-possession financings of this type.

The Interim Order was entered on August 31, 2026, and the Company expects

to receive the initial draw of $9.5 million in New Money Loans on, and to roll up $29.75 million in prepetition obligations as of, September

1, 2026. The Company will seek final approval of the full DIP Facility at a final hearing before the Court.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 31, 2026, the Company was notified by the Listing Qualifications

Department of The Nasdaq Stock Market LLC (“Nasdaq”) that Nasdaq had determined to delist the Company’s common stock,

par value $0.001 per share (the “Common Stock”) in accordance with Nasdaq Listing Rules 5101, 5110(b), and IM 5101-1 as a

result of the Company’s commencement of voluntary proceedings under Chapter 11 of the Unit-ed States Bankruptcy Code on August 27,

2026. Nasdaq further indicated that trading of the Common Stock will be suspended at the opening of business on September 8, 2026, and

a Form 25-NSE will be filed by Nasdaq with the Securities and Exchange Commission (the “SEC”), which will remove the Common

Stock from listing and registration on Nasdaq. The Company does not intend to appeal Nasdaq’s determination.

After delisting from Nasdaq, the Common Stock is expected to commence

trading on the Pink Limited Market operated by the OTC Markets Group, Inc. (commonly referred to as the “pink sheets”). The

Pink Limited Market is a significantly more limited market than Nasdaq, and will likely result in a less liquid market for existing and

potential holders of the Common Stock to trade the Common Stock and could further depress the trading price of the Common Stock. The Company

can provide no assurance that the Common Stock will continue to trade on this market or whether broker-dealers will continue to provide

public quotes of the Common Stock on this market.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K may contain forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “anticipates,” “believes,”

“expects,” “intends,” “potential,” “projects,” “target,” “will,”

“would” and “future” or similar expressions are intended to identify forward-looking statements. Forward-looking

statements in this report include statements concerning, among other things, the Cases, the Company’s ability to complete the Transaction

and its ability to continue operating in the ordinary course while the Cases are pending, and other statements that are not historical

fact. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties

that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties

include, but are not limited to: (i) the Company’s ability to obtain timely approval by the Court of the motions filed in the Cases;

(ii) the Company’s ability to comply with the restrictions imposed by the terms and conditions of the Company’s financing

arrangements, including the DIP Facility; (iii) the Company’s ability to maintain relationships with suppliers, vendors, partners,

employees and other third parties and regulatory authorities as a result of the Casse; (iv) the effects of the Cases on the Company and

on the interests of various constituents, including holders of the Company’s common stock; (v) the Court’s rulings in the

Cases; (vi) the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital

during the pendency of the Cases; (vii) risks associated with third party motions in the Cases, which may interfere with the Company’s

ability to consummate the Transaction or an alternative transaction; (xiii) increased administrative and legal costs related to the Chapter

11 process; (ix) exposure to potential litigation, including related to the transaction, and inherent risks involved in a bankruptcy process;

(x) the occurrence of any event, change or other circumstances that could give rise to the right to terminate the applicable asset purchase

agreement; (xv) the possibility that the anticipated benefits of the transaction are not realized when expected or at all; (xvi) the possibility

that the transaction may be more expensive to complete than anticipated; (xvii) diversion of management’s attention from ongoing

business operations and opportunities; (xviii) potential adverse reactions or changes to business or employee relationships, including

those resulting from the bankruptcy proceedings of the Company or announcement or completion of the transaction; and other risks and uncertainties,

including those described in the section entitled “Risk Factors” in the Company’s most recent annual or quarterly report

filed with the Securities and Exchange Commission and in other filings the Company makes with the Securities and Exchange Commission from

time to time. The forward-looking statements herein do not constitute guarantees of future performance, and you are cautioned not to place

undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof. The Company undertakes

no obligation to update the information contained in this Current Report on Form 8-K to reflect new events or circumstances, except as

required by law.

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: September 1, 2026

BIOXCEL THERAPEUTICS, INC.

/s/ Richard Steinhart

By:

Richard Steinhart

Title:

Chief Financial Officer

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 6

v3.26.1

Cover

Aug. 31, 2026

Cover [Abstract]

Document Type

8-K

Amendment Flag

false

Document Period End Date

Aug. 31, 2026

Entity File Number

001-38410

Entity Registrant Name

BioXcel

Therapeutics, Inc.

Entity Central Index Key

0001720893

Entity Tax Identification Number

82-1386754

Entity Incorporation, State or Country Code

Entity Address, Address Line One

555

Long Wharf Drive

Entity Address, City or Town

New

Haven

Entity Address, State or Province

Entity Address, Postal Zip Code

06511

City Area Code

475

Local Phone Number

238-6837

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common

Stock, par value $0.001

Trading Symbol

BTAI

Security Exchange Name

NASDAQ

Entity Emerging Growth Company

false

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration