Item 1.01
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Entry into a Material Definitive Agreement.
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Underwriting Agreement
On June 22, 2021, BioXcel Therapeutics, Inc. (the “Company”)
entered into an underwriting agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as representative of the
several underwriters named therein (collectively, the “Underwriters”) and the selling stockholder named therein (the “Selling
Stockholder”), in connection with the issuance and sale by the Company in a public offering of 3,155,000 shares of the Company’s
common stock at a public offering price of $31.70 per share, less underwriting discounts and commissions, pursuant to an effective shelf
registration statement on Form S-3ASR (Registration No. 333-240118) and a related prospectus supplement filed with the Securities and
Exchange Commission (the “SEC”). Under the terms of the Underwriting Agreement, the Selling Stockholder has also granted the
Underwriters an option exercisable for 30 days to purchase up to an additional 473,250 shares of common stock at the public offering price,
less underwriting discounts and commissions. The Company will not receive any of the proceeds from any sale of shares in the offering
by the Selling Stockholder.
The Company received net proceeds from the offering of approximately
$96.8 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company
intends to use the net proceeds of the offering to fund ongoing clinical trials, commercialization preparation and for general corporate
purposes.
The Underwriting Agreement contains customary representations, warranties
and agreements by the Company and the Selling Stockholder, customary conditions to closing, indemnification obligations of the Company,
the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations
of the parties and termination provisions.
The foregoing description of the Underwriting Agreement is not complete
and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1
to this Current Report on Form 8-K and is incorporated by reference herein. An opinion of Latham & Watkins LLP regarding the validity
of the shares to be issued and sold in the offering by the Company is filed as Exhibits 5.1 and an opinion of the Company’s Chief
Legal Officer regarding the validity of the shares to be sold in the offering by the Selling Stockholder is filed as Exhibit 5.2.
Based on the planned use of proceeds from the offering, the Company
believes that the net proceeds from the offering and its existing cash and cash equivalents will be sufficient to enable it to fund operating
expenses and capital expenditure requirements into the first half of 2023. The Company has based this estimate on assumptions that may
prove to be incorrect, and could utilize available capital resources sooner than currently expected. The amounts and timing of the Company’s
actual expenditures will depend on numerous factors, including the progress of the Company’s clinical trials and other development
efforts and other factors, as well as the amount of cash used in the Company’s operations.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements in this Form 8-K include but are
not limited to statements regarding the Company's intended use of the net proceeds and the Company's belief that its cash and cash equivalents will fund
its operations into the first half of 2023. When used herein, words including “anticipate,” “being,”
“will,” “plan,” “may,” “continue,” and similar expressions are intended to identify forward-looking
statements. In addition, any statements or information that refer to expectations, beliefs, plans, projections, objectives, performance,
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking. All forward-looking
statements are based upon BTI’s current expectations and various assumptions. BTI believes there is a reasonable basis for its expectations
and beliefs, but they are inherently uncertain.
BTI may not realize its expectations, and its beliefs may not prove
correct. Actual results could differ materially from those described or implied by such forward-looking statements as a result of various
important factors, including, without limitation, its limited operating history; its incurrence of significant losses; its need for substantial
additional funding and ability to raise capital when needed; its limited experience in drug discovery and drug development; its dependence
on the success and commercialization of BXCL501 and BXCL701 and other product candidates; the failure of preliminary data from its clinical
studies to predict final study results; failure of its early clinical studies or preclinical studies to predict future clinical studies;
its ability to receive regulatory approval for its product candidates; its ability to enroll patients in its clinical trials; undesirable
side effects caused by BTI’s product candidates; its approach to the discovery and development of product candidates based on EvolverAI
is novel and unproven; its exposure to patent infringement lawsuits; its ability to comply with the extensive regulations applicable to
it; impacts from the COVID-19 pandemic; its ability to commercialize its product candidates; and the other important factors discussed
under the caption “Risk Factors” in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, as such
factors may be updated from time to time in its other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov
and the Investors section of our website at www.bioxceltherapeutics.com.
These and other important factors could cause actual results to differ
materially from those indicated by the forward-looking statements made in this Current Report on Form 8-K. Any such forward-looking statements
represent management’s estimates as of the date of this Current Report on Form 8-K. While the Company may elect to update such forward-looking
statements at some point in the future, except as required by law, it disclaims any obligation to do so, even if subsequent events cause
the Company’s views to change. These forward-looking statements should not be relied upon as representing the Company’s views
as of any date subsequent to the date of this Current Report on Form 8-K.