BioXcel Therapeutics Announces Approximately $8.0 Million Registered Direct Offering

NEW HAVEN, Conn., March 10, 2026 (GLOBE NEWSWIRE) -- BioXcel Therapeutics, Inc. (the "Company") (NASDAQ:BTAI), a biopharmaceutical company built on artificial intelligence to develop transformative medicines in neuroscience, today announced 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.

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.

About BioXcel Therapeutics, Inc.

BioXcel Therapeutics, Inc. (NASDAQ:BTAI) is a biopharmaceutical company built on artificial intelligence ("AI") to develop transformative medicines in neuroscience. Its wholly owned subsidiary, OnkosXcel Therapeutics, is focused on the development of medicines in immuno-oncology. The Company's drug re-innovation approach leverages existing approved drugs and/or clinically validated product candidates together with big data and proprietary machine learning algorithms to identify new therapeutic indications.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical fact should be considered forward-looking statements, including, without limitation, those regarding the expected closing date of the offering and the satisfaction of customary closing conditions related to the offering. When used herein, words including "anticipate," "believe," "can," "continue," "could," "designed," "estimate," "expect," "forecast," "goal," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "target," "will," "would" and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. 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, market and other conditions and the important factors discussed under the caption "Risk Factors" in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, 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 its 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

Corporate/Investors

Russo Partners

Nic Johnson

[email protected]

1.303.482.6405

Media

Russo Partners

David Schull

[email protected]

1.858.717.2310

Source: BioXcel Therapeutics, Inc.