BioXcel Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 4, 2026, BioXcel Therapeutics, Inc. (the “Company”), following the Company’s recent submission of a supplemental New Drug Application (sNDA) to the U.S. Food and Drug Administration (FDA) for the acute treatment of agitation associated with bipolar disorders or schizophrenia in the at-home (outpatient) setting with IGALMI®, entered into Milestone and Retention Bonus Agreements (the “Agreements”) with certain key employees of the Company, including members of the Company’s senior management (the “Employees”), to provide for retention and milestone-based bonus compensation.
The Agreements each provide for an aggregate cash bonus of $225,000 (with the Chief Executive Officer receiving $650,000), payable to the Employees as follows: (i) an initial payment of $150,000 ($325,000 for the Chief Executive Officer), payable as a single lump sum cash payment upon execution of the Agreement (the “Initial Bonus Payment”) and (ii) a final payment of $75,000 ($325,000 for the Chief Executive Officer) (the “Final Bonus Amount”), payable on April 15, 2026, subject to (a) the Employee remaining actively employed and in good standing with the Company from the effective date through such date and (b) no Default or Event of Default existing under the Company’s Credit Agreement and Guaranty with Oaktree Fund Administration, LLC, dated April 19, 2022, as amended (the “Credit Agreement”). If a Default or Event of Default exists on such date under the Credit Agreement, but is subsequently cured, the Employee will be eligible to receive the final payment upon the date such Default or Event of Default is cured.
The Agreement also provides for accelerated payment of the Final Bonus Amount if (i) the Company raises at least $25 million in capital after the effective date of the Agreement, or (ii) a Change of Control (as defined in the BioXcel Therapeutics, Inc. 2020 Incentive Award Plan) or other material transaction, as determined by the Company’s Board of Directors in its sole discretion, occurs prior to April 15, 2026. In such cases, the Final Bonus Amount would be paid as part of the Company’s next regularly scheduled payroll following the closing of such transaction, provided the Employee remains actively employed and in good standing through the closing date.
The Agreement also includes forfeiture and repayment provisions whereby if the Employee’s employment is terminated for Cause (as defined in the Agreement) or the Employee resigns without Good Reason (as defined in the Agreement) prior to December 31, 2026 (or September 30, 2026, if only the Initial Bonus Payment has been paid), the Employee must repay the full amount of any bonus received within 15 days of such Employee’s final day of employment.
The foregoing description of the Agreements do not purport to be complete and is qualified in its entirety by reference to the complete terms of the Agreements, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Ex. No. | Description |
| 10.1 | Form of Milestone and Retention Bonus Agreement, dated February 4, 2026 by and between BioXcel Therapeutics, Inc. and the Employees. |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
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: February 6, 2026 | BIOXCEL THERAPEUTICS, INC. | |
| /s/ Richard Steinhart | ||
| By: | Richard Steinhart | |
| Title: | Chief Financial Officer | |