UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) May 20, 2020

 

 

 

BioXcel Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38410   82-1386754
(State or other jurisdiction of
incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

555 Long Wharf Drive

New Haven, CT  06511

(Address of principal executive offices) (Zip Code)

 

(475) 238-6837

Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001   BTAI   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   x

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On May 20, 2020, BioXcel Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Company’s 2020 Incentive Award Plan (the “2020 Plan”) and the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”), each of which had been previously approved by the Company’s Board of Directors (the “Board”) subject to stockholder approval.

 

The material terms of the 2020 Plan are described under “Proposal 3 — Approval of the BioXcel Therapeutics, Inc. 2020 Incentive Award Plan,” and the material terms of the ESPP are described under “Proposal 4 — Approval of the BioXcel Therapeutics, Inc. 2020 Employee Stock Purchase Plan,” included in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 6, 2020 (the “Proxy Statement”). These descriptions are incorporated by reference in Item 5.02 of this Current Report on Form 8-K.

 

The above and the incorporated descriptions of the 2020 Plan and the ESPP are qualified in their entirety by reference to the 2020 Plan and the ESPP, copies of which are filed hereto as Exhibits 10.1 and 10.2, respectively, and incorporated by reference herein.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting, a total of 18,625,765 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 92.28% of the Company’s outstanding common stock as of the March 27, 2020 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Proxy Statement.

 

Item 1 — Election of one Class I director for a term of office expiring on the date of the annual meeting of stockholders in 2022 and until his successor has been duly elected and qualified.

 

NOMINEE  Votes FOR   Votes
WITHHELD
   Broker Non-Votes 
Sandeep Laumas, M.D.   13,039,313    2,892,442    2,694,010 
Michal Votruba, M.D., Ph.D.   15,882,887    48,868    2,694,010 

 

Item 2 — Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020.

 

Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes 
18,574,223    13,552    37,990   0 

 

Item 3— Approval of the BioXcel Therapeutics, Inc. 2020 Incentive Award Plan.

 

Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes 
10,598,529    5,315,051    18,175   2,694,010 

 

Item 4— Approval of the BioXcel Therapeutics, Inc. 2020 Employee Stock Purchase Plan.

 

Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes 
13,346,732    2,574,159    10,864   2,694,010 

 

Based on the foregoing votes, the director nominees were elected and Items 2, 3 and 4 were approved.

 

 

 

 

Item 9.01. Financial Statements and Exhibits

 

(d)          Exhibits

 

Exhibit No.   Description
   
10.1*   BioXcel Therapeutics, Inc. 2020 Incentive Award Plan.
10.2*   BioXcel Therapeutics, Inc. 2020 Employee Stock Purchase Plan

 

* Filed herewith.

 

 

 

 

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.

 

  BIOXCEL THERAPEUTICS, INC.
     
Date: May 21, 2020 By: /s/ Richard Steinhart  
    Richard Steinhart
    Chief Financial Officer