On March 10, 2026 BioXcel Therapeutics, Inc. (the "Company") (Nasdaq: BTAI), a biopharmaceutical company built on artificial intelligence to develop transformative medicines in neuroscience, reported that it has entered into a securities purchase agreement with an institutional investor for the purchase and sale in a registered direct offering of 4,500,785 shares (the "Shares") of common stock, par value $0.001 per share ("Common Stock") (or common stock equivalents in lieu thereof), and accompanying warrants (the "Accompanying Warrants") to purchase up to 4,500,785 shares of Common Stock at a combined offering price of $1.739 per Share (or per common stock equivalent in lieu thereof) and Accompanying Warrant. The Accompanying Warrants will have an exercise price of $1.614 per share of Common Stock, will be exercisable at any time after the date of issuance, subject to certain ownership limitations, and will expire five years from the date of issuance.

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The Company has also agreed to reduce the exercise price of warrants to purchase up to an aggregate of 1,385,083 shares of Common Stock previously issued to and currently held by the investor to $1.614 per share and will extend those warrant expiration dates to the five year anniversary of the closing of the offering, effective upon the closing of the offering. The investor will pay approximately $173,000 in exchange for the reduction in exercise price of these warrants.

The transaction will result in aggregate gross proceeds to the Company of approximately $8.0 million before deducting the placement agent’s fees and other estimated offering expenses payable by the Company (excluding the proceeds, if any, from the exercise of the Accompanying Warrants).

The closing of the offering is expected to occur on or about March 11, 2026, subject to the satisfaction of customary closing conditions.

Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.

The securities described above are being offered pursuant to a shelf registration statement on Form S‑3 (File No. 333‑275261) that was previously filed with the U.S. Securities and Exchange Commission (the "SEC") and declared effective by the SEC on November 13, 2023. The offering of such securities is being made only by means of a prospectus supplement that forms a part of such effective registration statement. A prospectus supplement, which contains additional information relating to the offering, and the accompanying base prospectus will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus may also be obtained, when available, from Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540‑4414, or by email at [email protected].

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.

(Press release, BioXcel Therapeutics, MAR 10, 2026, View Source [SID1234663429])