Form 8-K
8-K — BioXcel Therapeutics, Inc.
Accession: 0001104659-26-080501
Filed: 2026-07-06
Period: 2026-07-06
CIK: 0001720893
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
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EX-10.1 — EXHIBIT 10.1 (tm2619779d1_ex10-1.htm)
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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):
July 6, 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 ¨
If
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 1.01
Entry into a Material Definitive Agreement.
On July 3, 2026, BioXcel Therapeutics, Inc. (the “Company”)
entered into the Tenth Amendment to Credit Agreement and Guaranty (the “Tenth Amendment”), which amended the Credit Agreement
and Guaranty, dated April 19, 2022, as amended (the “Credit Agreement”), by and among the Company, as the borrower, certain
subsidiaries of the Company from time to time party thereto as subsidiary guarantors, the lenders party thereto (the “Lenders”),
and Oaktree Fund Administration LLC, as administrative agent.
Pursuant
to the Tenth Amendment, the Lenders agreed to (i) payment in kind of accrued and unpaid interest through and including June 30,
2026, by capitalizing and adding such interest to the outstanding principal amount of the Loans as of such date, (ii) defer the
payment of principal that was originally due on June 30, 2026 until July 31, 2026, at which point the Company is
obligated to make a payment of $9,016,914.47 (constituting the principal and interest that were due and payable on June 30,
2026) plus all accrued interest and fees on such amount through and including July 31, 2026) and (iii) reduce the Credit
Agreement’s minimum liquidity covenant to require minimum cash liquidity of $7.5 million (instead of $12.5 million).
In addition, pursuant to the Tenth Amendment, among other things:
· The
Company is required to, on or prior to July 31, 2026, enter into definitive agreements with respect to one or more transactions acceptable
to Lenders that (A) would result in the repayment of all loan and other obligations under the Credit Agreement or (B) is an alternative
capital solutions transaction on terms and conditions acceptable to the Lenders.
· The
Company agreed to permit any and all transfers or assignments of all or any portion of the loans, commitments, claims or other rights,
interests or obligations of any Lender under or in respect of the Credit Agreement to any third party. In addition, the Company
agreed to waive or otherwise release any and all restrictions contained in any contract between the Company and a third party on such
third party’s ability to receive such assignments or transfers.
· The
Company agreed to establish and maintain a strategic process committee of its board of directors,
which committee shall be comprised solely of David Mack (and/or such other independent director
acceptable to the Lenders and that is not a member of the Board as of the Tenth Amendment
Effective Date), that will have the full and exclusive authority to evaluate, negotiate,
oversee, coordinate and implement any sale, restructuring or other material transaction,
including any equity raise, sale or business combination transaction, out-of-court restructuring,
in-court restructuring, bankruptcy or insolvency filing or similar transaction and any other
matters or actions as may be necessary or advisable to effectuate any of the foregoing.
· The
Company agreed to certain additional reporting and information covenants, including a requirement to hold a weekly meeting with the Lenders
and the Company’s financial advisors, and a requirement to deliver to the Lenders a 13-week cash flow budget and financial report
on a bi-weekly basis. The Company will not be permitted to make disbursements for any two-week period in excess of 115% of the aggregate
budgeted amount of disbursements for the applicable period.
· The
Company agreed to certain additional negative covenants applicable following the Tenth
Amendment Effective Date, which, among other things, prohibit the Company from, subject to
limited exceptions, (i) making any dividend, distribution or repurchase with respect to its
equity interests, (ii) making any investments, (iii) disposing of or granting any license
in the Company’s assets, (iv) incurring or suffering to exist any indebtedness or liens,
and (v) becoming party to or bound by, or canceling, terminating, modifying or amending in
any material respect, or waiving any material rights under any material contract.
· Through
July 31, 2026, the Company is prohibited from entering into, terminating, or otherwise modifying
any compensation arrangement with its directors, officers or employees, or making any non-ordinary
course payments to, or materially increasing the compensation or benefits of, such persons.
In connection with the Tenth Amendment, the Company paid to the Lenders
a fee equal to 100 basis points (or 1.00%) of the principal amount of the Loans outstanding as of the effective date of the Tenth Amendment,
which was paid in kind by adding such amount to the outstanding principal amount of the Loans on the effective date of the Tenth Amendment.
The foregoing summary of the Tenth Amendment is qualified in its entirety
by the complete text of such agreement, a copy of which is filed hereto as Exhibits 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Ex. No. Description
10.1 Tenth Amendment to Credit Agreement and Guaranty, dated July 3, 2026.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document
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: July 6, 2026
BIOXCEL THERAPEUTICS, INC.
/s/ Richard
Steinhart
By:
Richard Steinhart
Title:
Chief Financial Officer
EX-10.1 — EXHIBIT 10.1
EX-10.1
Filename: tm2619779d1_ex10-1.htm · Sequence: 2
Exhibit 10.1
TENTH AMENDMENT
TO Credit agreement AND guaranty
This Tenth Amendment to Credit
Agreement and Guaranty (this “Amendment”) is made as of July 3, 2026, by and among BIOXCEL THERAPEUTICS, INC.,
a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders”
and individually, a “Lender”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent on behalf of the
Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
WHEREAS, the Borrower, the
Administrative Agent and the Lenders previously entered into that certain Credit Agreement and Guaranty, dated as of April 19, 2022 (including
the exhibits and other attachments thereto, as amended as of November 13, 2023, December 5, 2023, February 12, 2024, March 20, 2024,
November 21, 2024, December 6, 2024, March 4, 2025, March 12, 2025, April 22, 2025, and March 27, 2026 (the “Existing Credit
Agreement”, and as further amended by this Amendment, the “Credit Agreement”);
WHEREAS, the Borrower, the
Administrative Agent and the Lenders have agreed to amend the Existing Credit Agreement on the terms and subject to the conditions set
forth herein.
NOW, THEREFORE, for and in
consideration of the above premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged
by the parties hereto, each of the Borrower, the Administrative Agent and the Lenders party hereto hereby covenant and agree as follows:
1. Definitions.
Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the Existing Credit Agreement.
2. Amendments
to the Existing Credit Agreement. Subject to the satisfaction of the conditions precedent
specified in Section 5 hereof:
(a) A
new definition of “Tenth Amendment” is added to the Credit Agreement in appropriate
alphabetical order as follows:
“Tenth Amendment” means the Tenth
Amendment to this Agreement, dated as of July 3, 2026.
(b) A
new definition of “Tenth Amendment Effective Date” is added to the Credit Agreement
in appropriate alphabetical order as follows:
“Tenth Amendment Effective
Date” means the date all of the conditions precedent set forth in Section 5 of the Tenth Amendment have been satisfied.
(c) The
definition of “Minimum Liquidity Amount” in the Credit Agreement is hereby amended
and restated in its entirety as set forth below:
Minimum Liquidity
Amount” means (i) prior to consummation of the Fifth Amendment Equity Raise One, $25,000,000, (ii) upon consummation of
the Fifth Amendment Equity Raise One to but excluding March 31, 2025, $7,500,000, (ii) from March 31, 2025 to but excluding January 1,
2026, $10,000,000, (iii) from and after January 1, 2026 to but excluding March 31, 2026, $15,000,000, (iv) from and after March 31, 2026
to but excluding the Tenth Amendment Effective Date, $12,500,000, and (v) from and after the Tenth Amendment Effective Date, $7,500,000.
(d) The
Payment Date scheduled to occur on June 30, 2026 shall be deferred to July 31, 2026 and the
Borrower shall make a payment on such date of $9,016,914.47 (constituting the principal and
interest that were due and payable on June 30, 2026) plus all accrued interest and
fees on such amount through and including July 31, 2026.
3. Reaffirmation
of Loan Documents. Except as otherwise expressly provided herein, the parties hereto
agree that all terms and conditions of the Existing Credit Agreement and the other Loan Documents
remain in full force and effect. The Borrower hereby confirms that the Security Documents
and all of the Collateral described therein do, and shall continue to, secure the payment
in full and performance of all of the Obligations.
4. Other
Agreements.
(a) June
30 Interest. All accrued and unpaid interest on the Loans due through and including June
30, 2026 shall be paid in kind on the Tenth Amendment Effective Date by capitalizing and
adding such interest to the outstanding principal amount of the Loans as of such date.
(b) Amendment
Fee. On the Tenth Amendment Effective Date, the Borrower shall pay to the Lenders a fee
equal to 100 basis points (or 1.00%) of the principal amount of the Loans outstanding as
of the Tenth Amendment Effective Date (after giving effect to the payment in kind of the
accrued and unpaid interest pursuant to Section 4(a) hereof), which will be paid in kind
by adding such amount to the outstanding principal amount of the Loans.
(c) Transaction
Milestone. On or prior to July 31, 2026, the Obligors shall have entered into definitive
agreements with respect to one or more transactions, in form and substance acceptable to
the Majority Lenders in their sole discretion, that (A) would result in the indefeasible
payment in full in cash of all Obligations under the Loan Documents or (B) is an alternative
capital solutions transaction on terms and conditions acceptable to the Majority Lenders
in all respects, in their sole and absolute discretion, including, in each case, with respect
to the certainty and timing of closing and the likelihood of obtaining any required shareholder,
regulatory, court or other approvals, as applicable (any such transaction, an “Acceptable
Transaction”).
-2-
(d) Transfer
Rights; Waiver of Restrictions.
(i) Waiver
and Release of Transfer Restrictions. Within one (1) business day following the Tenth
Amendment Effective Date, each Obligor shall waive, modify, terminate or otherwise release,
in form and substance reasonably satisfactory to the Majority Lenders, (i) any and all restrictions
(whether contained in any confidentiality agreement, any side letter, any organizational
document, or any other agreement, instrument or arrangement of any kind) on the ability of
any party to negotiate, solicit, market, enter into, or otherwise consummate a participation,
assignment, novation, acquisition or other transfer (each, a “Transfer”)
of all or any portion of the Loans, commitments, Claims or other rights, interests or obligations
of any Lender under or in respect of the Credit Agreement (the “Subject Interests”)
to such party, and (ii) any consent right, approval right, prior notice requirement, information
right, qualification or eligibility requirement, or any similar right, requirement or restriction,
in each case in favor of, exercisable by, or for the benefit of each Obligor in respect of
any such Transfer.
(ii) Free
Right to Transfer. Notwithstanding anything to the contrary contained in this Amendment,
the Credit Agreement, any other Loan Document or any other agreement, instrument or arrangement
(and regardless whether the Obligors have complied with clause (i) above within the time
period specified therein), the Obligors hereby agree that each Lender shall be permitted,
at any time and from time to time, in its sole discretion, to negotiate, solicit, market,
enter into, and consummate one or more Transfers of all or any portion of its Subject Interests
to any party, in each case without any notice to, or any consent, approval, acknowledgment
or other action of or by, the Obligors, and the Obligors hereby irrevocably waive any and
all such notice, consent, approval, acknowledgment and similar rights and requirements.
(iii) No
Future Restrictions. The Obligors agree that, from and after the Tenth Amendment Effective
Date, no Obligor shall, directly or indirectly, enter into, agree to, consent to, acquiesce
in, reinstate or otherwise become bound by any agreement, instrument, arrangement, amendment,
side letter, policy or other restriction (whether written or oral) that purports to restrict,
condition, limit, delay or impose any consent right, notice requirement, qualification, eligibility
requirement or other similar burden on the ability of any Lender to negotiate, solicit, market,
enter into or consummate any Transfer of all or any portion of the Subject Interests, or
that would otherwise be inconsistent with the rights of the Lenders set forth in this Section
4(d).
(e) Strategic
Process. Subject to the terms and conditions of Section 8.13 of the Credit Agreement,
the Borrower shall promptly deliver to the Lenders and the Administrative Agent copies of
all written presentations, decks, proposals, term sheets or other similar materials, including
drafts thereof, presented to the Borrower’s Board with respect to a transaction contemplated
by Section 4(c) hereof, which may be redacted, as necessary, to the extent that such
materials are subject to attorney-client or similar privilege and such privilege could reasonably
be expected to be lost or forfeited if the redacted content were disclosed. In addition,
the Borrower shall, and shall cause each of its Subsidiaries to, promptly (and in any event
within two (2) Business Days of receipt, making or occurrence thereof) provide the Lenders
and the Administrative Agent with written notice of, and copies of, all bona fide written
offers, proposals, indications of interest, letters of intent, term sheets or similar communications
(whether binding or non-binding) relating to any potential equity raise, any sale or business
combination transaction, or any recapitalization or restructuring transaction involving the
Borrower or any of its Subsidiaries.
-3-
(f) Strategic
Process Committee. The Obligors (i) shall not take any action to, directly or indirectly,
(x) dissolve the Strategic Process Committee (as defined below) or revoke or reduce the scope
of authority delegated to the Strategic Process Committee or (y) remove or replace any member
of the Strategic Process Committee without the prior written consent of the Majority Lenders,
and (ii) in the event a member of the Strategic Process Committee resigns or is unable to
continue to serve on the Strategic Process Committee, shall cause the prompt appointment
of a replacement director acceptable to the Majority Lenders. The terms and conditions of
Section 8.13 of the Credit Agreement shall not apply with respect to the Strategic Process
Committee.
(g) Weekly
Lender Meetings. The Borrower shall cause each of MERU and MTS Partners, each as a financial
advisor to the Borrower (each, a “Financial Advisor”), to attend (no more
than once per week) a telephonic (or by other electronic means) call (scheduled at a time
reasonably mutually acceptable to Financial Advisors and the applicable Lenders) between
each Financial Advisor, the Administrative Agent and the Lenders and their counsel to discuss
the financial affairs of the Obligors in reasonable detail, including the status of any strategic
transaction and the status of any definitive documents or court filings related to such strategic
transaction; provided that counsel for the Administrative Agent and/or the Lenders
shall be permitted to attend and participate in such meetings only to the extent such meetings
are attended by counsel for the Obligors.
(h) Reporting
Requirements.
(i) Financial
Condition. Commencing the first full calendar week after the date hereof, the Borrower
shall deliver to the Lenders and the Administrative Agent on the fifth Business Day of every
other calendar week (i) a 13-week cash flow budget of the Borrower and its Subsidiaries,
on a consolidated basis, covering the 13-week period after the week’s end of the week
in which such day occurs, which shall include a variance report showing all variances by
line-item from the amounts set forth in the budget for the prior Budget Variance Test Period,
as most recently updated, with an explanation for each material line-item variance; (ii)
a financial report with respect to the Obligors, including setting forth in reasonable detail
the accounts receivable and accounts payable of the Obligors; and (iii) any other information
as the Lenders may reasonably request in writing with respect to the financial affairs of
the Obligors. To the extent of any conflict between this Section 4(h)(i) and Section
8.01 of the Credit Agreement, this Section 4(h)(i) shall control.
-4-
(ii) Maximum
Variance. From and after the Tenth Amendment Effective Date, the variance in the aggregate
disbursements for a particular Budget Variance Test Period as compared to those set forth
in the budget for such period, as most recently updated, shall not exceed fifteen percent
(15%) of the aggregate disbursements budgeted for such period. To the extent of any conflict
between this Section 4(h)(ii) and Section 8.21 of the Credit Agreement, this Section
4(h)(ii) shall control.
(i) Restricted
Activities. Notwithstanding anything to the contrary in the Credit Agreement or any other
Loan Document, from and after the Tenth Amendment Effective Date, no Obligor shall, nor shall
any Obligor permit any of its Subsidiaries to, directly or indirectly, in each case other
than pursuant to an Acceptable Transaction consummated in accordance with Section 4(c)
hereof:
(i) make
any dividend or other distribution (whether in cash, Equity Interests or other property)
with respect to any Equity Interests of the Borrower or any of its Subsidiaries, or any payment
(whether in cash, Equity Interests or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such Equity Interests of the Borrower or any of its Subsidiaries, or any
option, warrant or other right to acquire any such Equity Interests of the Borrower or any
of its Subsidiaries;
(ii) make
any loans, advances or capital contributions to, or investments in, any other Person, other
than in the ordinary course of business consistent with past practice;
(iii) incur,
transfer, sell, assign, contribute or otherwise convey any indebtedness of any Obligor or
any equity interests of any Obligor to any Excluded Subsidiary;
(iv) permit
any Subsidiary of any Obligor to cease to be a Wholly-Owned Subsidiary at all times;
(v) acquire,
sell, lease, pledge, dispose of, transfer, let lapse, license or encumber or authorize the
sale, pledge, disposition, transfer or encumbrance of any assets of the Borrower or any of
its Subsidiaries, other than in the ordinary course of business consistent with past practice
or as may be required by applicable Law;
(vi) grant
any license or sublicense of, or abandon, disclaim, dedicate to the public, permit to lapse,
sell, transfer, lease, assign or otherwise dispose of, or grant any security interest in
or to any Material Intellectual Property, clinical or non-clinical data, Regulatory Approvals
or any other Intellectual Property within the control of the Borrower or any of its Subsidiaries,
other than pursuant to one or more non-exclusive licenses of immaterial Intellectual Property
granted by the Borrower or any of its Subsidiaries in the ordinary course of business or
an Acceptable Transaction consummated in accordance with Section 4(c);
-5-
(vii) directly
or indirectly, (I) create, incur, assume or otherwise become or remain liable with respect
to any Indebtedness or issue any Equity Interests, (II) create, incur, assume or permit to
suffer to exist any Lien on or with respect to any property of any kind owned by it, whether
now owned or hereafter acquired, or any income or profits therefrom, (III) make or own any
Investment in any other Person, (IV) enter into any transaction of merger, consolidation
or amalgamation, or liquidate, wind up or dissolve themselves (or suffer any liquidation
or dissolution) or (V) convey, sell, lease or otherwise dispose of all or any part of its
property or assets or to otherwise engage in any other activity, in each case ((I) through
(IV)), that is undertaken in connection with or to facilitate a new financing incurred by
any subsidiary or affiliate of any Obligor (including a debtor-in-possession financing) or
to guarantee an existing financing in connection with a Liability Management Transaction.
“Liability Management Transaction” means any liability management transaction
including any refinancing, retirement, exchange, extension, repurchase, consent solicitation,
amendment, investment, asset transfer, designation, debt incurrence, restricted payment,
intercompany arrangement or otherwise that has the purpose or effect, directly or indirectly,
of (1) issuing debt that is contractually, structurally, effectively or temporally senior
(including as to lien priority or additional collateral) to any of the Obligations, or provides
additional collateral or guarantees not provided to the Lenders, (2) subordinating, releasing
or impairing the liens, guarantees, or payment rights supporting the Loans, or (3) otherwise
impairing the recovery prospects of the Lenders, or series of transactions related to the
foregoing; or
(viii) become
party to or bound by, or cancel, terminate, modify or amend in any material respect, or waive
any material rights under any material contract, in each case, except in the ordinary course
of business or consistent with past practice; provided that, for the avoidance of
doubt, nothing in this Section 4(i)(viii) shall be construed to waive, modify or otherwise
limit any restriction set forth in Section 9 of the Credit Agreement or any other Loan Document.
-6-
(j) Compensation
Arrangements. Notwithstanding anything to the contrary in the Credit Agreement or any
other Loan Document, unless the Majority Lenders agree in advance in writing, through and
including July 31, 2026, the Borrower shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly (i) enter into, terminate, or otherwise modify any Compensation
Arrangement or (ii)(a) make any payment to any officer or employee of the Borrower or any
of its Subsidiaries outside of the ordinary course of business, (b) agree to, or incur, any
material increase in the compensation payable or to become payable to any officer or employee
of the Borrower or any of its Subsidiaries or (c) otherwise materially increase the benefits
of any such officer or employee. “Compensation Arrangement” means all
employment and severance agreements and policies, and all employment, wages, compensation,
and benefit plans and policies, workers’ compensation programs, savings plans, retirement
plans, deferred compensation plans, supplemental executive retirement plans, healthcare plans,
disability plans, severance benefit plans, incentive and retention plans, programs, and payments,
life and accidental death and dismemberment insurance plans and programs of the Borrower
and its Subsidiaries, and all amendments and modifications thereto, applicable to the employees,
former employees, retirees, and non-employee directors and managers of the Borrower or any
of its Subsidiaries, as applicable.
(k) Continued
Cooperation. Through and including July 31, 2026, the Obligors shall consider in good
faith any reasonable comments by the Lenders or any counterparty to a potential transaction
contemplated by Section 4(c), in each case with respect to any regulatory process
involving material assets of the Obligors.
5. Conditions
Precedent to Effectiveness. This Amendment shall be subject to the following conditions
precedent:
(a) This
Amendment shall have been duly executed and delivered to the Administrative Agent by the
Borrower and the Lenders, which constitute all of the Lenders under the Existing Credit Agreement;
(b) Each
of the representations and warranties in Section 6 of this Amendment, Section 7 of
the Credit Agreement and in the other Loan Documents shall be true, accurate and complete
in all material respects (unless such representations are already qualified by reference
to materiality, Material Adverse Effect or similar language, in which case such representations
and warranties shall be true and correct in all respects) on and as of the date hereof with
the same effect as though made on and as of such date, except to the extent such representations
and warranties expressly relate to an earlier date, in which case such representations and
warranties shall have been true and correct in all respects on and as of such earlier date;
(c) At
the time of and after giving effect to this Amendment, no fact or condition exists that constitutes,
or with the passage of time, the giving of notice, or both, would constitute, a Default or
Event of Default; and
(d) the
Borrower shall have (i) established a committee of its Board (the “Strategic
Process Committee”) for the purposes of evaluating, negotiating, overseeing,
coordinating and implementing a strategic transaction or a series of strategic transactions,
including a proceeding under chapter 11 of the Bankruptcy Code, as well as restructuring,
sale, or recapitalization transactions, which committee shall be comprised solely of David
Mack (and/or such other independent director acceptable to the Majority Lenders), and (ii)
irrevocably delegated to the Strategic Process Committee the full and exclusive authority
to evaluate, negotiate, oversee, coordinate and implement (A) any sale, restructuring or
other material transaction relating to the Obligors, including any equity raise, sale or
business combination transaction, out-of-court restructuring, in-court restructuring, bankruptcy
or insolvency filing or similar transaction and (B) any other matters or actions as may be
necessary or advisable to effectuate any of the foregoing (including the selection and retention
of the Obligors’ professionals with respect to any such transaction), which Strategic
Process Committee shall be comprised solely of David Mack (and/or such other independent
director reasonably acceptable to the Majority Lenders) as of the Tenth Amendment Effective
Date; provided that the Board shall be permitted to appoint an additional independent
director to the Strategic Process Committee reasonably acceptable to the Majority Lenders
and that is not a member of the Board as of the Tenth Amendment Effective Date.
-7-
6. Representations
and Warranties. The Borrower hereby represents and warrants:
(a) None
of the execution, delivery and performance by the Borrower of this Amendment and the documents,
instruments and agreements executed in connection herewith (collectively, the “Amendment
Documents”) or performance under the Amendment Documents (i) requires
any Governmental Approval of, registration or filing with, or any other action by, any Governmental
Authority or any other Person, except for (x) such as have been obtained or made and are
in full force and effect and (y) filings and recordings in respect of perfecting or
recording the Liens created pursuant to the Security Documents, (ii) will violate (1) any
Law, (2) any Organic Document of the Borrower or any of its Subsidiaries or (3) any order
of any Governmental Authority, that in the case of clause (ii)(1) or clause (ii)(3),
individually or in the aggregate, would reasonably be expected to result in a Material Adverse
Effect, (iii) will violate or result in a default under any Material Agreement binding upon
the Borrower or any of its Subsidiaries that, individually or in the aggregate, would reasonably
be expected to result in a Material Adverse Effect or (iv) will result in the creation or
imposition of any Lien (other than Permitted Liens) on any asset of the Borrower or any of
its Subsidiaries.
(b) This
Amendment and the other Amendment Documents have been duly authorized by all necessary corporate
or other organizational action including, if required, approval by all necessary holders
of Equity Interests, and duly executed and delivered by the Borrower and constitutes, and
each of the Amendment Documents when executed and delivered by the Borrower will constitute,
a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in
accordance with its terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability affecting
the enforcement of creditors’ rights and (ii) the application of general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity
or at law).
-8-
7. Release.
(a) In
consideration of this Amendment and agreements of the Administrative Agent and the Lenders
contained herein and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Borrower and the other Obligors (the “Releasing
Parties”), each on behalf of itself and its Subsidiaries and its and their
respective successors, assigns and other legal representatives hereby absolutely, unconditionally
and irrevocably releases, remises and forever discharges the Administrative Agent and the
Lenders and their respective present and former shareholders, affiliates, subsidiaries, divisions,
predecessors, directors, officers, attorneys, employees, agents and other representatives,
in each case solely in their capacities relative to the Lenders and not in any other capacity
such party may have relative to the Releasing Party (the Administrative Agent, each Lender
and all such other Persons being hereinafter referred to collectively as the “Releasees”
and individually as a “Releasee”), of and from all demands, actions,
causes of action, suits, covenants, contracts, controversies, agreements, promises, sums
of money, accounts, bills, reckonings, damages and any and all other claims, counterclaims,
defenses, rights of set-off, demands and liabilities whatsoever of every name and nature,
known or unknown, suspected or unsuspected, both at law and in equity, which the Borrower,
the Obligors or any of their respective successors, assigns or other legal representatives
may now or hereafter own, hold, have or claim to have against the Releasees or any of them
for, upon, or by reason of any circumstance, action, cause or thing whatsoever which arises
at any time on or prior to the date hereof, for or on account of, or in relation to, or in
any way in connection with the Credit Agreement or any of the other Loan Documents or transactions
thereunder (any of the foregoing, a “Claim” and collectively, the
“Claims”). The Releasing Parties expressly acknowledges and agrees,
with respect to the Claims, that it waives, to the fullest extent permitted by applicable
law, any and all provisions, rights and benefits conferred by any applicable U.S. federal
or state law, or any principle of U.S. common law, that would otherwise limit a release or
discharge of any unknown Claims pursuant to this Section 7. Furthermore, the Releasing
Parties hereby absolutely, unconditionally and irrevocably covenants and agrees with and
in favor of each Releasee that it will not sue (at law, in equity, in any regulatory proceeding
or otherwise) any Releasee on the basis of any Claim released and/or discharged by the Releasing
Parties pursuant to this Section 7. The foregoing release, covenant and waivers of
this Section 7 shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment or prepayment of any
of the Loans, or the termination of the Credit Agreement, this Amendment, any other Loan
Document or any provision hereof or thereof.
(b) Each
Releasing Party understands, acknowledges and agrees that its release set forth above may
be pleaded as a full and complete defense and may be used as a basis for an injunction against
any action, suit or other proceeding which may be instituted, prosecuted or attempted in
breach of the provisions of such release.
-9-
(c) Each
Releasing Party agrees that no fact, event, circumstance, evidence or transaction which could
now be asserted or which may hereafter be discovered shall affect in any manner the final,
absolute and unconditional nature of the release set forth above.
8. Fees
and Expenses.
(a) The
Borrower agrees to pay within two (2) Business Days of written demand (a) all reasonable
and documented out-of-pocket fees, costs and expenses of the Administrative Agent and the
Lenders accrued prior to the date hereof and (b) all reasonable and documented out-of-pocket
fees, costs and expenses of the Administrative Agent and the Lenders incurred in connection
with the preparation, execution, delivery, and enforcement of (i) this Amendment, (ii) any
Amendment Documents, other Loan Documents or other post-closing amendments, agreements, arrangements
or documentation, (iii) any other instruments and documents to be delivered hereunder or
thereunder, in each case of clauses (a) and (b), including the fees and expenses of Sullivan
& Cromwell LLP (“S&C”), as outside counsel to Administrative
Agent and the Oaktree Lenders, and DLA Piper LLP (“DLA”), as outside
counsel to Q Boost Holding LLC, with respect thereto.
(b) Within
two (2) Business Days of the Amendment Effective Date, the Borrower shall have paid in full
all of the reasonable out-of-pocket costs, fees and expenses of the Administrative Agent
and the Lenders, including, the fees and expenses of S&C, as outside counsel to Administrative
Agent and the Oaktree Lenders and the fees and expenses of DLA, as outside counsel to Q Boost
Holding LLC to the extent invoiced on or prior to the date hereof.
9. Miscellaneous.
(a) Except
as otherwise expressly provided herein, (i) all provisions of the Credit Agreement and the
other Loan Documents remain in full force and effect and (ii) the execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy
of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the
Existing Credit Agreement or any of the Loan Documents. None of the Administrative Agent
or any Lender is under any obligation to enter into this Amendment. The entering into of
this Amendment by such parties shall not be deemed to limit or hinder any rights of any such
party under the Loan Documents, nor shall it be deemed to create or infer a course of dealing
between any such party, on the one hand, and the Borrower, on the other hand, with regard
to any provision of the Loan Documents. This Amendment shall constitute a Loan Document.
(b) This
Amendment may be executed in several counterparts and by each party on a separate counterpart,
each of which when so executed and delivered shall be an original, and all of which together
shall constitute one instrument. An executed facsimile or electronic copy of this Amendment
shall be effective for all purposes as an original hereof.
-10-
(c) This
Amendment expresses the entire understanding of the parties with respect to the amendments
contemplated hereby. No prior negotiations or discussions shall limit, modify, or otherwise
affect the provisions hereof.
(d) This
Amendment and its contents shall be subject to the governing law, indemnification, venue,
service of process, waivers of jury trial and severability provisions of the Existing Credit
Agreement, mutatis mutandis.
[SIGNATURE PAGES FOLLOW]
-11-
IN WITNESS WHEREOF, the parties
hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.
BORROWER:
BIOXCEL THERAPEUTICS, INC.
By:
/s/ Vimal Mehta
Name:
Vimal Mehta
Title:
Chief Executive Officer
Address for Notices:
555 Long Wharf Drive, 12th Floor
New Haven, CT
06511
With a copy to (which shall not constitute notice):
Cooley LLP
3 Embarcadero Center 20th Floor
San Francisco, CA 94111-4004
Attn: Mischi a Marca
Email: gmamarca@cooley.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
ADMINISTRATIVE AGENT:
OAKTREE FUND ADMINISTRATION, LLC
By:
Oaktree Capital Management, L.P.
Its:
Managing Member
By:
/s/Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
LENDERS:
OAKTREE-TCDRS STRATEGIC CREDIT, LLC
By:
Oaktree Capital Management, L.P.
Its:
Manager
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE-FORREST MULTI-STRATEGY, LLC
By:
Oaktree Capital Management, L.P.
Its:
Manager
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP 125
Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE-TBMR STRATEGIC CREDIT FUND C, LLC
By:
Oaktree Capital Management, L.P.
Its:
Manager
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE-TBMR STRATEGIC CREDIT FUND F, LLC
By:
Oaktree Capital Management, L.P.
Its:
Manager
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE-TBMR STRATEGIC CREDIT FUND G, LLC
By:
Oaktree Capital Management, L.P.
Its:
Manager
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE-TSE 16 STRATEGIC CREDIT, LLC
By:
Oaktree Capital Management, L.P.
Its:
Manager
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P. 333
S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
INPRS STRATEGIC CREDIT HOLDINGS, LLC
By:
Oaktree Capital Management, L.P.
Its:
Manager
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071 Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE SPECIALTY LENDING CORPORATION
By:
Oaktree Fund Advisors, LLC
Its:
Investment Adviser
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE STRATEGIC CREDIT FUND
By:
Oaktree Fund Advisors, LLC
Its:
Investment Adviser
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE GCP FUND DELAWARE HOLDINGS, L.P.
By:
Oaktree Global Credit Plus Fund GP, L.P.
Its:
General Partner
By:
Oaktree Global Credit Plus Fund GP Ltd.
Its:
General Partner
By:
Oaktree Capital Management, L.P.
Its:
Director
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE DIVERSIFIED INCOME FUND INC.
By:
Oaktree Fund Advisors, LLC
Its:
Investment Adviser
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Managing Director
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE AZ STRATEGIC LENDING FUND, L.P.
By:
Oaktree AZ Strategic Lending Fund GP, L.P.
Its:
General Partner
By:
Oaktree Fund GP IIA, LLC
Its:
General Partner
By:
Oaktree Fund GP II, L.P.
Its:
Managing Member
By:
/s/ Mary Gallegly
Name:
Mary Gallegly
Title:
Authorized Signatory
By:
/s/ Jessica Dombroff
Name:
Jessica Dombroff
Title:
Authorized Signatory
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
Oaktree
LSL Fund Holdings EURRC S.à r.l.
26A, boulevard Royal L-2449
Luxembourg, Grand Duchy of Luxembourg
R.C.S Luxembourg Number: B269245
By:
/s/ Martin Eckel
Name:
Martin Eckel
Title:
Manager
By:
/s/ Flora Verrecchia
Name:
Flora Verrecchia
Title:
Manager
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
OAKTREE LSL FUND DELAWARE HOLDINGS EURRC, L.P.
By:
Oaktree Life Sciences Lending Fund GP, L.P.
Its:
General Partner
By:
Oaktree Life Sciences Lending Fund GP Ltd.
Its:
General Partner
By:
Oaktree Capital Management, L.P.
Its:
Director
By:
/s/ Mary Gallegly
Name: Mary Gallegly
Title: Managing Director
By:
/s/ Jessica Dombroff
Name: Jessica Dombroff
Title: Senior Vice President
Address for Notices:
Oaktree Fund Administration, LLC
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Oaktree Agency
Email: ******************
With a copy to:
Oaktree Capital Management, L.P.
333 S. Grand Avenue, 28th Fl.
Los Angeles, CA 90071
Attn: Aman Kumar
Email: ******************
With a copy to:
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Attn: Ari B. Blaut
Email: blauta@sullcrom.com
[Signature Page to Tenth
Amendment to Credit Agreement and Guaranty]
Q BOOST HOLDING LLC
By:
/s/ Ahmed Nasser Al-Abdulghani
Name:
Ahmed Nasser Al-Abdulghani
Title:
Director
Address for Notices:
c/o Qatar Investment Authority
Ooredoo Tower (Building 14)
Al Dafna Street (Street 801)
Al Dafna (Zone 61) Doha, Qatar
A copy (which shall not constitute notice) shall also
be sent to:
General Counsel
Qatar Investment Authority
Ooredoo Tower (Building 14)
Al Dafna Street (Street 801)
Al Dafna (Zone 61)
Doha, Qatar
Email: notices.legal@qia.qa
A copy (which shall not constitute notice) shall also
be sent to:
Michael Dorf
DLA Piper LLP (US)
michael.dorf@us.dlapiper.com
+1 415 836 2580)
555 Mission Street
Suite 2400
San Francisco, CA 94105-2933
3203 Hanover Street, Suite 100
Palo Alto, CA 94304
[Signature
Page to Tenth Amendment to Credit Agreement and Guaranty]
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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
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- 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
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- Definition
Local phone number for entity.
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No definition available.
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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
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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
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- Definition
Title of a 12(b) registered security.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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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
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- 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
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Trading symbol of an instrument as listed on an exchange.
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No definition available.
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- 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.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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