BioXcel Therapeutics Announces Proposed Public Offering of Common Stock

Rhea-AI Summary

BioXcel Therapeutics, a clinical-stage biopharmaceutical company (Nasdaq: BTAI), has initiated a public offering of $100 million in common stock. Additionally, a related stockholder may grant underwriters a 30-day option for an extra $15 million. Proceeds will be allocated for ongoing clinical trials, commercialization preparations, and general corporate purposes. The offering is subject to market conditions, with no assurance on timing or actual terms. This is being conducted under an existing SEC registration statement.

Positive

• Public offering of $100 million to fund clinical trials and commercialization.
• Potential additional $15 million through underwriter option.

Negative

• Dilution of existing shareholders expected from new stock issuance.
• Market conditions may impact the completion of the offering.

NEW HAVEN, Conn., June 22, 2021 (GLOBE NEWSWIRE) -- BioXcel Therapeutics, Inc. (the “Company”) (Nasdaq: BTAI), a clinical-stage biopharmaceutical company utilizing artificial intelligence approaches to develop transformative medicines in neuroscience and immuno-oncology, today announced that it has commenced an underwritten public offering of $100.0 million of shares of its common stock. In addition, a related party stockholder, BioXcel LLC, expects to grant the underwriters a 30-day option to purchase up to $15.0 million of additional shares of common stock at the public offering price, less underwriting discounts and commissions.

BofA Securities is acting as sole book-running manager for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The Company intends to use the net proceeds of this offering to fund ongoing clinical trials, commercialization preparation and for general corporate purposes. The Company will receive no proceeds from any sale of shares by the selling stockholder.

The common stock is being offered pursuant to an automatic shelf registration statement on Form S-3 that was previously filed with the Securities and Exchange Commission (SEC) on July 27, 2020, and automatically became effective upon filing. This offering is being made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering was filed with the SEC and is available on the SEC’s website at www.sec.gov. The final terms of the offering will be disclosed in a final prospectus supplement to be filed with the SEC. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to the offering may also be obtained by contacting: BofA Securities, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, Email: dg.prospectus_requests@bofa.com.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of such jurisdiction.

Forward-Looking Statement

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. 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 the Company’s current expectations and various assumptions. The Company believes there is a reasonable basis for its expectations and beliefs, but they are inherently uncertain. The Company 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 the Company’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. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. 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 our 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 press release.

Contact Information

Investor Relations:

Mary Coleman
BioXcel Therapeutics, VP of Investment Relations
MColeman@bioxceltherapeutics.com 
1.475.238.6837

John Graziano
Solebury Trout
jgraziano@soleburytrout.com 
1.646.378.2942

Media:

Julia Deutsch
Solebury Trout
jdeutsch@soleburytrout.com 
1.646.378.2967

FAQ

What is the purpose of BioXcel Therapeutics' $100 million public offering?

The proceeds are intended for ongoing clinical trials, commercialization preparation, and general corporate purposes.

What is the total amount BioXcel Therapeutics hopes to raise including the option for additional shares?

BioXcel Therapeutics aims to raise up to $115 million, including the $100 million offering and a potential additional $15 million.

How will the public offering affect existing shareholders of BioXcel Therapeutics (BTAI)?

Existing shareholders may experience dilution due to the issuance of new shares.

Who is managing the underwritten offering for BioXcel Therapeutics?

BofA Securities is acting as the sole book-running manager for the offering.

Is there any assurance on the completion of the BioXcel Therapeutics offering?

No, the offering is subject to market and other conditions, with no guarantee on its completion or final terms.