0001104659-24-069195.txt : 20240606
0001104659-24-069195.hdr.sgml : 20240606
20240606203548
ACCESSION NUMBER: 0001104659-24-069195
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240604
FILED AS OF DATE: 20240606
DATE AS OF CHANGE: 20240606
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BioXcel LLC
CENTRAL INDEX KEY: 0001651990
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372]
ORGANIZATION NAME: 06 Technology
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38410
FILM NUMBER: 241026996
BUSINESS ADDRESS:
STREET 1: 2614 BOSTON POST ROAD SUITE #33B
CITY: GUILFORD
STATE: CT
ZIP: 06437
BUSINESS PHONE: 203-643-8002
MAIL ADDRESS:
STREET 1: 2614 BOSTON POST ROAD SUITE #33B
CITY: GUILFORD
STATE: CT
ZIP: 06437
FORMER NAME:
FORMER CONFORMED NAME: BioXcel Corp
DATE OF NAME CHANGE: 20150828
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BioXcel Holdings, Inc.
CENTRAL INDEX KEY: 0001811154
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38410
FILM NUMBER: 241026997
BUSINESS ADDRESS:
STREET 1: 2614 BOSTON POST ROAD, SUITE 33B
CITY: GUILFORD
STATE: CT
ZIP: 06437
BUSINESS PHONE: 203-643-8060
MAIL ADDRESS:
STREET 1: 2614 BOSTON POST ROAD, SUITE 33B
CITY: GUILFORD
STATE: CT
ZIP: 06437
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mehta Vimal
CENTRAL INDEX KEY: 0001733369
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38410
FILM NUMBER: 241026995
MAIL ADDRESS:
STREET 1: 780 EAST MAIN STREET
STREET 2: C/O BIOXCEL THERAPEUTICS, INC.
CITY: BRANFORD
STATE: CT
ZIP: 06405
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BioXcel Therapeutics, Inc.
CENTRAL INDEX KEY: 0001720893
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
ORGANIZATION NAME: 03 Life Sciences
IRS NUMBER: 821386754
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 555 LONG WHARF DRIVE
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
BUSINESS PHONE: 203-643-8060
MAIL ADDRESS:
STREET 1: 555 LONG WHARF DRIVE
CITY: NEW HAVEN
STATE: CT
ZIP: 06511
4
1
tm2416676-1_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-06-04
0
0001720893
BioXcel Therapeutics, Inc.
BTAI
0001733369
Mehta Vimal
C/O BIOXCEL THERAPEUTICS, INC.
555 LONG WHARF DRIVE, 12TH FLOOR
NEW HAVEN
CT
06511
1
1
1
0
CEO and President
0001811154
BioXcel Holdings, Inc.
2614 BOSTON POST ROAD, SUITE 33B
GUILFORD
CT
06437
0
0
1
0
0001651990
BioXcel LLC
2614 BOSTON POST ROAD SUITE #33B
GUILFORD
CT
06437
0
0
1
0
0
Common Stock
2024-06-04
4
S
0
609221
D
7937529
I
By BioXcel LLC
Common Stock
2024-06-04
4
S
0
283123
D
283122
I
By Holdings, Inc.
Common Stock
2024-06-05
4
S
0
283122
D
0
I
By Holdings, Inc.
Common Stock
2024-06-04
4
S
0
126014
1.6309
D
7811515
I
By BioXcel LLC
Common Stock
2024-06-05
4
S
0
126014
1.5841
D
7685501
I
By BioXcel LLC
Common Stock
43564
D
Common Stock
2000
I
By spouse
Call Options (obligation to sell)
2024-06-04
4
S
0
120
D
2024-06-04
2026-08-31
Common Stock
17906
120
I
By BioXcel LLC
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.
/s/ Vimal Mehta, Ph.D.
2024-06-06
BioXcel Holdings, Inc., /s/ Vimal Mehta, Ph.D., Chief Executive Officer
2024-06-06
BioXcel LLC, /s/ Vimal Mehta, Ph.D., Chief Executive Officer
2024-06-06