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Filing Details

Accession Number:: 0001104659-24-069195
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-06-06 20:35:48
Reporting Period:: 2024-06-04

Accepted Time:: 2024-06-06 20:35:48
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1720893	Bioxcel Therapeutics Inc.	BTAI	Services-Prepackaged Software (7372)	DE

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1651990	Bioxcel Llc	2614 Boston Post Road Suite #33B Guilford CT 06437		No	No	Yes	No
1733369	Vimal Mehta	C/O Bioxcel Therapeutics, Inc. 555 Long Wharf Drive, 12Th Floor New Haven CT 06511	Ceo And President	Yes	Yes	Yes	No
1811154	Bioxcel Holdings, Inc.	2614 Boston Post Road, Suite 33B Guilford CT 06437		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2024-06-04	609,221	$0.00	7,937,529	No	4	S	Indirect	By BioXcel LLC
Common Stock	Disposition	2024-06-04	283,123	$0.00	283,122	No	4	S	Indirect	By Holdings, Inc.
Common Stock	Disposition	2024-06-05	283,122	$0.00	0	No	4	S	Indirect	By Holdings, Inc.
Common Stock	Disposition	2024-06-04	126,014	$1.63	7,811,515	No	4	S	Indirect	By BioXcel LLC
Common Stock	Disposition	2024-06-05	126,014	$1.58	7,685,501	No	4	S	Indirect	By BioXcel LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	By BioXcel LLC
No	4	S	Indirect	By Holdings, Inc.
No	4	S	Indirect	By Holdings, Inc.
No	4	S	Indirect	By BioXcel LLC
No	4	S	Indirect	By BioXcel LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Call Options (obligation to sell)	Disposition	2024-06-04	120	$0.00	17,906	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
120	2024-06-04	2026-08-31	No	4	S	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	43,564	Direct
Common Stock	2,000	Indirect	By spouse

Footnotes

Pursuant to certain agreements, BioXcel LLC transferred 566,245 shares of Common Stock to Parent (defined below) and 42,976 shares of Common Stock to certain of its other members, each in exchange for common interests in BioXcel LLC. Subsequently, Parent transferred 566,245 shares of Common Stock to certain of its stockholders in exchange for their interests in Parent.
These securities are held of record by BioXcel LLC. BioXcel LLC is a subsidiary of BioXcel Holdings, Inc. ("Parent"). Vimal Mehta, Ph.D. is an executive officer and the sole member of the board of directors of Parent and an executive officer and one of two managers on the board of managers of BioXcel LLC. By virtue of these relationships, Parent and Dr. Mehta may be deemed to be the beneficial owners of the securities held of record by BioXcel LLC. Each disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein. This report shall not be deemed an admission that either of the Reporting Persons is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.
Reflects securities acquired pursuant to a transaction exempt from reporting under Rule 16a-13.
Represents sales of an amount of shares of Common Stock sufficient to cover certain tax liabilities incurred in connection with the transfers of Common Stock reported herein.
The price reported is a weighted average price. The securities were sold in multiple transactions at a per share prices ranging from $1.605 to $1.68. The Reporting Persons undertake to provide upon request of the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
The price reported is a weighted average price. The securities were sold in multiple transactions at a per share prices ranging from $1.55 to $1.635. The Reporting Persons undertake to provide upon request of the Securities and Exchange Commission staff, the Issuer, or any shareholder of the Issuer, full information regarding the number of securities sold at each separate price within the range set forth in this footnote.
The warrants underlying each call option will be exercisable for common interests in BioXcel LLC at an exercise price per common interest equal to $1,709.88.
BioXcel LLC has agreed to redeem each common interest in BioXcel LLC acquired pursuant to the exercise of the warrant described in footnote 7 above in exchange for 149.22 shares of Common Stock.