BioXcel Therapeutics 簽訂第十次修訂信貸協議 延遲還款並下調流動資金門檻

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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 9.01Financial Statements and Exhibits.

 

(d)   Exhibits.

 

Ex. No.Description

 

10.1Tenth Amendment to Credit Agreement and Guaranty, dated July 3, 2026.

  

 
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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