BioXcel Therapeutics Inc 美股招股说明书（2026年3月11日版）

Pre-Funded Warrants to Purchase up to 2,020,491 Shares of Common Stock Warrants to Purchase up to 4,500,785 Shares of Common Stock Placement Agent Warrants to Purchase up to 180,031 Shares of Common Stock We are offering 2,480,294 shares of our common stock, par value $0.001 per share, and pre-fundedwarrants to purchase 2,020,491 shares of our common stock, and accompanying warrants to purchase up to4,500,785 shares of our common stock, or the accompanying warrants, in a registered direct offeringdirectly to certain investors. This offering is being made directly to certain investors, or the Investors, The common stock, or the pre-funded warrants, as applicable, and the accompanying warrants will besold in combination, with each share of common stock, or share of common stock underlying a pre-fundedwarrant, as applicable, accompanied by a warrant to purchase one share of our common stock. Thecombined purchase price for each share of common stock and accompanying warrant is $1.739. Thecombined purchase price for each pre-funded warrant to purchase one share of common stock and The pre-funded warrants will have an exercise price of $0.001 per share of common stock and will beexercisable at any time after the date of issuance of such pre-funded warrants, subject to certain ownershiplimitations. Each accompanying warrant will have an exercise price of $1.614 per share of common stock, The shares of common stock, or pre-funded warrants, as applicable, and the accompanying warrants areimmediately separable and will be issued separately, but must be purchased together in this offering. Rodman & Renshaw LLC has agreed to serve as exclusive placement agent, or the placement agent, inconnection with this offering. We have agreed to pay the placement agent (i)a fee in cash equal to 6.0% ofthe aggregate gross proceeds received by us from the sale of shares of common stock and the warrants inthis offering and (ii)upon any exercise for cash of any warrants issued to investors in the offering, a cashfee equal to 6.0% of the aggregate gross exercise price paid in cash with respect thereto. In addition, wehave agreed to issue to the placement agent or its designees warrants to purchase up to 180,031 shares ofcommon stock, or 4.0% of the aggregate number of shares of common stock and shares of common stock This prospectus also relates to the issuance of the placement agent warrants and the shares of commonstock that are issuable from time to time upon exercise of such placement agent warrants. Our common stock is listed on the Nasdaq Capital Market under the symbol “BTAI.” On March9,2026, the last reported sale price of our common stock on the Nasdaq Capital Market was $1.730 per share.There is no established trading market for the warrants, and we do not expect a market to develop. Inaddition, we do not intend to list the warrants being offered hereunder on any securities exchange or (1)Represents a cash fee equal to 6% of the aggregate purchase price paid by investors in this offering. Wehave also agreed to pay the Placement Agent for certain expenses incurred in connection with thisoffering for combined non-accountable expenses and legal fees up to $75,000 and $15,950 for clearingexpenses. Additionally, we have agreed to issue placement agent warrants to purchase up to 180,031shares of common stock, equal to 4.0% of the aggregate number of shares and shares of common stockissuable upon exercise of the pre-funded warrants placed, with an exercise price equal to $2.0175 per (2)The amount of the offering proceeds to us presented in this table does not give effect to the exercise, ifany, of the accompanying warrants, the pre-funded warrants or the placement agent warrants. We are a smaller reporting company as defined in Rule12b-2 promulgated under the SecuritiesExchange Act of 1934, as amended. As such, we have elected to rely on certain reduced public company INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE SECTION TITLED “RISKFACTORS” IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING BASE PROSPECTUSAND OUR FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, OR THE SEC, THAT We expect to deliver the shares of common stock, or pre-funded warrants, as applicable, theaccompanying warrants and the placement agent warrants on or about March11, 2026, subject to customary Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any Rodman & Renshaw LLC The date of this prospectus supplement is March10, 2026. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we have filed with the SEC utilizinga “shelf” registration process, and relates to the offering of our common stock, pre-funded warrants topurchase our common stock and accompanying warrants to purchase our common st