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Share Name | Share Symbol | Market | Type |
---|---|---|---|
BioXcel Therapeutics Inc | NASDAQ:BTAI | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 2.12 | 2.17 | 2.20 | 205 | 09:55:14 |
|
Delaware
|
| |
82-1386754
|
|
|
(State or other jurisdiction of
incorporation or organization) |
| |
(I.R.S. Employer
Identification Number) |
|
| Large accelerated filer ☐ | | |
Accelerated filer ☐
|
| |
Non-accelerated filer ☒
|
| |
Smaller reporting company ☒
|
|
| | | | | | | | | |
Emerging growth company ☐
|
|
Clause
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Page
|
| |||
| | | | 1 | | | |
| | | | 2 | | | |
| | | | 4 | | | |
SUMMARY | | | | | 6 | | |
| | | | 8 | | | |
| | | | 9 | | | |
| | | | 10 | | | |
| | | | 11 | | | |
| | | | 14 | | | |
| | | | 17 | | | |
| | | | 20 | | | |
| | | | 20 | | |
SELLING STOCKHOLDER
|
| |
SHARES
BENEFICIALLY OWNED PRIOR TO THE OFFERING(3) |
| |
SHARES
BEING OFFERED HEREBY(4) |
| |
SHARES BENEFICIALLY
OWNED AFTER THE OFFERING |
| |||||||||||||||
|
NUMBER OF
SHARES |
| |
PERCENTAGE
|
| ||||||||||||||||||||
Oaktree-TCDRS Strategic Credit, LLC(1)
|
| | | | 3,591 | | | | | | 718 | | | | | | 2,873 | | | | | | * | | |
Oaktree-Forrest Multi-Strategy, LLC(1)
|
| | | | 2,898 | | | | | | 580 | | | | | | 2,318 | | | | | | * | | |
Oaktree-TBMR Strategic Credit Fund C, LLC(1)
|
| | | | 1,748 | | | | | | 350 | | | | | | 1,398 | | | | | | * | | |
Oaktree-TBMR Strategic Credit Fund F, LLC(1)
|
| | | | 2,738 | | | | | | 548 | | | | | | 2,190 | | | | | | * | | |
Oaktree-TBMR Strategic Credit Fund G, LLC(1)
|
| | | | 4,470 | | | | | | 894 | | | | | | 3,576 | | | | | | * | | |
Oaktree-TSE 16 Strategic Credit, LLC(1)
|
| | | | 4,490 | | | | | | 898 | | | | | | 3,592 | | | | | | * | | |
INPRS Strategic Credit Holdings, LLC(1)
|
| | | | 1,370 | | | | | | 274 | | | | | | 1,096 | | | | | | * | | |
Oaktree Specialty Lending Corporation(1)
|
| | | | 27,710 | | | | | | 6,533 | | | | | | 21,177 | | | | | | * | | |
SELLING STOCKHOLDER
|
| |
SHARES
BENEFICIALLY OWNED PRIOR TO THE OFFERING(3) |
| |
SHARES
BEING OFFERED HEREBY(4) |
| |
SHARES BENEFICIALLY
OWNED AFTER THE OFFERING |
| |||||||||||||||
|
NUMBER OF
SHARES |
| |
PERCENTAGE
|
| ||||||||||||||||||||
Oaktree Strategic Credit Fund(1)
|
| | | | 15,566 | | | | | | 3,113 | | | | | | 12,453 | | | | | | * | | |
Oaktree GCP Fund Delaware Holdings, L.P.(1)
|
| | | | 1,991 | | | | | | 398 | | | | | | 1,593 | | | | | | * | | |
Oaktree Diversified Income Fund Inc.(1)
|
| | | | 4,359 | | | | | | 872 | | | | | | 3,487 | | | | | | * | | |
Oaktree AZ Strategic Lending Fund,
L.P.(1) |
| | | | 25,546 | | | | | | 5,109 | | | | | | 20,437 | | | | | | * | | |
Oaktree LSL Fund Holdings EURRC
S.à.r.l |
| | | | 26,982 | | | | | | 10,377 | | | | | | 16,605 | | | | | | * | | |
Oaktree LSL Fund Delaware Holdings EURRC, L.P.(1)
|
| | | | 4,151 | | | | | | 4,151 | | | | | | — | | | | | | * | | |
Q Boost Holding LLC(2)
|
| | | | 174,075 | | | | | | 34,815 | | | | | | 139,260 | | | | | | * | | |
|
SEC registration fee
|
| | | $ | 28.78 | | |
|
Printing expenses
|
| | | $ | 10,000 | | |
|
Legal fees and expenses
|
| | | $ | 50,000 | | |
|
Accounting fees and expenses
|
| | | $ | 30,000 | | |
|
Miscellaneous
|
| | | $ | 971.22 | | |
|
Total
|
| | | $ | 91,000 | | |
| | | | BIOXCEL THERAPEUTICS, INC. | | |||
| | | | By: | | |
/s/ VIMAL MEHTA, PH.D.
|
|
| | | | | | |
Vimal Mehta, Ph.D.
Chief Executive Officer |
|
|
SIGNATURE
|
| |
TITLE
|
| |
DATE
|
|
|
/s/ Vimal Mehta, Ph.D.
Vimal Mehta, Ph.D.
|
| |
Chief Executive Officer, President and Director
(principal executive officer) |
| |
January 12, 2024
|
|
|
/s/ Richard Steinhart
Richard Steinhart
|
| | Chief Financial Officer (principal financial officer and principal accounting officer) | | |
January 12, 2024
|
|
|
/s/ Peter Mueller, Ph.D.
Peter Mueller, Ph.D.
|
| | Chairman of the Board of Directors | | |
January 12, 2024
|
|
|
/s/ June Bray
June Bray
|
| | Director | | |
January 12, 2024
|
|
|
/s/ Sandeep Laumas, M.D.
Sandeep Laumas, M.D.
|
| | Director | | |
January 12, 2024
|
|
|
SIGNATURE
|
| |
TITLE
|
| |
DATE
|
|
|
/s/ Michael P. Miller
Michael P. Miller
|
| | Director | | |
January 12, 2024
|
|
|
/s/ Michal Votruba, M.D., Ph.D.
Michal Votruba, M.D., Ph.D.
|
| | Director | | |
January 12, 2024
|
|
Exhibit 5.1
200 Clarendon Street | |
Boston, Massachusetts 02116 | |
Tel: +1.617.948.6000 Fax: +1.617.948.6001 | |
www.lw.com |
FIRM / AFFILIATE OFFICES | ||
Austin | Milan | |
Beijing | Munich | |
Boston | New York | |
Brussels | Orange County | |
Century City | Paris | |
January 12, 2024 | Chicago | Riyadh |
Dubai | San Diego | |
Düsseldorf | San Francisco | |
Frankfurt | Seoul | |
Hamburg | Silicon Valley | |
Hong Kong | Singapore | |
Houston | Tel Aviv | |
BioXcel Therapeutics, Inc. | London | Tokyo |
555 Long Wharf Drive | Los Angeles | Washington, D.C. |
New Haven, Connecticut 06511 | Madrid |
Re: Registration Statement on Form S-3; 69,630 shares of Common Stock, par value $0.001 per share
To the addressee set forth above:
We have acted as special counsel to BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the registration for resale from time to time by the selling stockholders (the “Selling Stockholders”) named in the Prospectus (as defined below) of 69,630 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (“Common Stock”), issuable upon the exercise of warrants issued to the Selling Stockholders by the Company (the “Warrants”). The Shares are included in a registration statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), and the related prospectus included in the Registration Statement (the “Prospectus”), filed with the Securities and Exchange Commission (the “Commission”) on January 12, 2024. This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the related Prospectus, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the Selling Stockholders, and have been issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Warrants, the issue of the Shares will have been duly authorized by all necessary corporate action of the Company and the Shares will be validly issued, fully paid and nonassessable.
January 12, 2024
Page 2
In rendering the foregoing opinion, we have assumed that: (i) the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL; (ii) the Warrants have been duly executed and delivered by the Company and, under the internal laws of the State of New York, constitute valid and legally binding obligations of the Company; and (iii) upon the issue of any of the Shares, the total number of shares of Common Stock then issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its certificate of incorporation and by the board of directors of the Company in connection with the offering contemplated by the Registration Statement.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Sincerely, | |
/s/ LATHAM & WATKINS LLP |
2 |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of BioXcel Therapeutics, Inc. for the registration of 69,630 shares of its common stock and to the incorporation by reference therein of our report dated March 15, 2023, with respect to the consolidated financial statements of BioXcel Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
January 12, 2024
Exhibit 107
CALCULATION OF FILING FEE TABLE
Registration Statement Form S-3
(Form Type)
BioXcel Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered(1) |
Proposed Maximum Offering Price Per Unit(2) |
Maximum Aggregate Offering Price(2) |
Fee Rate |
Amount of Registration Fee | |
Fees to Be Paid | Equity | Common stock, $0.001 par value per share | Other | 69,630 | $2.80 | $194,964 | 0.00014760 | $28.78 |
Total Offering Amounts | $194,964 | $28.78 | ||||||
Total Fees Previously Paid | — | |||||||
Total Fee Offsets | — | |||||||
Net Fee Due | $28.78 |
(1) | Consists of shares of our common stock issuable to the selling stockholders upon exercise of warrants to purchase common stock. Pursuant to Rule 416 under the Securities Act of 1933, as amended, the shares of common stock being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares of common stock being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) of the Securities Act, on the basis of the average of the high and low prices for a share of the registrant’s common stock as reported on the Nasdaq Capital Market on January 10, 2024, which date is a date within five business days prior to the filing of this registration statement. |
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