0001558370-22-007805 | 10-Q | XBRL Viewer

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2022	May 05, 2022
Document and Entity Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2022
Document Transition Report	false
Entity File Number	001-38410
Entity Registrant Name	BioXcel Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-1386754
Entity Address, Address Line One	555 Long Wharf Drive
Entity Address, City or Town	New Haven
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06511
City Area Code	475
Local Phone Number	238-6837
Title of 12(b) Security	Common Stock
Trading Symbol	BTAI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		27,985,145
Entity Central Index Key	0001720893
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false

BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 200,435	$ 232,968
Inventory	682
Prepaid expenses	4,967	2,888
Other current assets	1,478	956
Total current assets	207,562	236,812
Property and equipment, net	1,337	1,294
Operating lease right-of-use assets	1,181	1,247
Other assets	965	86
Total assets	211,045	239,439
Current liabilities
Accounts payable	5,065	4,678
Accrued expenses	10,577	11,492
Due to related party	56	204
Other current liabilities	299	293
Total current liabilities	15,997	16,667
Long-term portion of operating lease liabilities	1,028	1,105
Total liabilities	17,025	17,772
Commitments and contingencies (Note 11)
Stockholders' equity
Common stock, $0.001 par value, 100,000 shares authorized as of March 31, 2022 and December 31, 2021; 27,980 shares issued and outstanding as of March 31, 2022 and December 31, 2021	28	28
Preferred stock, $0.001 par value, 10,000 shares authorized; no shares issued and outstanding as of March 31, 2022 and December 31, 2021
Additional paid-in-capital	471,252	467,427
Accumulated deficit	(277,260)	(245,788)
Total stockholders' equity	194,020	221,667
Total liabilities and stockholders' equity	$ 211,045	$ 239,439

BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Mar. 31, 2022	Dec. 31, 2021
BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000	100,000
Common stock, shares issued (in shares)	27,980	27,980
Common stock, shares outstanding (in shares)	27,980	27,980
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000	10,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Operating expenses
Research and development	$ 18,559	$ 14,741
General and administrative	12,921	11,638
Total operating expenses	31,480	26,379
Loss from operations	(31,480)	(26,379)
Other income (expense)
Interest income	15	10
Interest expense	(7)	(7)
Net loss and comprehensive loss	$ (31,472)	$ (26,376)
Basic (in dollars per share)	$ (1.12)	$ (1.08)
Diluted (in dollars per share)	$ (1.12)	$ (1.08)
Weighted average shares outstanding - basic	27,980	24,524
Weighted average shares outstanding - diluted	27,980	24,524

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common stock	Additional Paid in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2020	$ 24	$ 345,529	$ (138,857)	$ 206,696
Beginning Balance (in shares) at Dec. 31, 2020	24,417
Stock-based compensation		5,565		5,565
Exercise of stock options	$ 1	851		852
Exercise of stock options (in shares)	214
Net loss			(26,376)	(26,376)
Ending Balance at Mar. 31, 2021	$ 25	351,945	(165,233)	186,737
Ending Balance (in shares) at Mar. 31, 2021	24,631
Beginning Balance at Dec. 31, 2021	$ 28	467,427	(245,788)	$ 221,667
Beginning Balance (in shares) at Dec. 31, 2021	27,980			27,980
Stock-based compensation		3,825		$ 3,825
Net loss			(31,472)	(31,472)
Ending Balance at Mar. 31, 2022	$ 28	$ 471,252	$ (277,260)	$ 194,020
Ending Balance (in shares) at Mar. 31, 2022	27,980			27,980

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

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STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
OPERATING CASH FLOW ACTIVITIES:
Net loss	$ (31,472)	$ (26,376)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization	77	65
Stock-based compensation expense	3,825	5,565
Changes in operating assets and liabilities:
Inventory	(682)
Prepaid expenses and other assets	(3,480)	703
Operating lease right of use assets	66
Accounts payable, accrued expenses, and other liabilities	(676)	403
Operating lease liabilities	(71)
Net cash used in operating activities	(32,413)	(19,640)
INVESTING CASH FLOW ACTIVITIES:
Purchases of equipment and leasehold improvements	(120)	(316)
Net cash used in investing activities	(120)	(316)
FINANCING CASH FLOW ACTIVITIES:
Exercise of stock options		852
Net cash provided by financing activities		852
Net (decrease) increase in cash and cash equivalents	(32,533)	(19,104)
Cash and cash equivalents, beginning of the period	232,968	213,119	$ 213,119
Cash and cash equivalents, end of the period	$ 200,435	194,015	$ 232,968
Supplemental cash flow information:
Purchases of property and equipment in accounts payable and accrued expenses		$ 9

Nature of the Business

3 Months Ended

Mar. 31, 2022

Nature of the Business

Nature of the Business

Note 1. Nature of the Business

BioXcel Therapeutics, Inc. is a biopharmaceutical company focused on drug development that utilizes artificial intelligence (“AI”) to identify improved therapies in neuroscience and immuno-oncology. BTI'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 indices. BTI's two most advanced clinical development programs are BXCL501, a proprietary, orally dissolving, thin film formulation of the adrenergic receptor agonist dexmedetomidine (“Dex”), for the treatment of agitation, and BXCL701, an orally administered, systemic innate immune activator for the treatment of a rare form of prostate cancer and advanced solid tumors that are refractory or treatment naïve to checkpoint inhibitors.

As used in these financial statements, unless otherwise specified or the context otherwise requires, the terms the “Company” or “BTI” refer to BioXcel Therapeutics, Inc., and “BioXcel LLC” refers to BioXcel LLC and, its predecessor, BioXcel Corporation.

The Company was incorporated under the laws of the State of Delaware on March 29, 2017. The Company’s principal office is in New Haven, Connecticut.

Impact of COVID-19 Pandemic

During the first quarter ended March 31, 2020, the novel coronavirus disease (“COVID-19”) was declared a pandemic and spread to multiple regions across the globe, including the U.S. and Europe. The outbreak and government measures taken in response had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production were suspended; and demand for certain goods and services, such as medical services and supplies, spiked, while demand for other goods and services, such as travel, has fallen.

We continue to work closely with our clinical sites to monitor the potential impact of the evolving COVID-19 pandemic and the spread of its variants. We remain committed to our clinical programs and development plans. To-date, we have not experienced any significant delays in any of our ongoing or planned clinical trials. However, this could rapidly change.

Basis of Presentation

3 Months Ended

Mar. 31, 2022

Basis of Presentation

Basis of Presentation

Note 2. Basis of Presentation

The accompanying unaudited financial statements do not include all of the information and notes required by Generally Accepted Accounting Principles in the U.S. (“GAAP”). The accompanying year-end balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of March 31, 2022, the results of its operations for the three months ended March 31, 2022 and 2021 and its cash flows for the three months ended March 31, 2022 and 2021, respectively. The results for the three months ended March 31, 2022 are not necessarily indicative of results to be expected for the year ending December 31, 2022, any other interim periods or any future year or period. The accompanying unaudited financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the Securities and Exchange Commission on March 10, 2022.

As of March 31, 2022, the Company had cash and cash equivalents of $200,435 and an accumulated deficit of $277,260. BTI has incurred substantial net losses and negative cash flows from operating activities in nearly every fiscal period since inception and expects this trend to continue for the foreseeable future. The Company recognized net losses of $31,472 and $26,376 for the three months ended March 31, 2022 and 2021, respectively, and had net cash used in operating activities of $32,413 and $19,640 for the three months ended March 31, 2022 and 2021, respectively. The Company believes that its existing cash and cash equivalents will be sufficient to cover its cash flow requirements for at least the next twelve months from the issuance date of these financial statements. However, the Company’s future requirements may change and will depend on numerous factors.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Note 3. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and notes thereto. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of March 31, 2022 and December 31, 2021, cash equivalents were comprised primarily of money market funds. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions.

Inventory

Inventories are stated at the lower of cost or net realizable value.

BTI capitalizes inventory costs associated with the Company’s products prior to regulatory approval, when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed.

As of March 31, 2022, inventory balances include inventory costs prior to regulatory approval of BXCL501. Inventory consists of raw materials.

The Company periodically analyzes its inventory levels to identify inventory that may expire prior to expected sale or has a cost basis in excess of its estimated realizable value and writes down such inventories as appropriate.

Property and Equipment

Property and equipment are recorded at cost and depreciated and amortized over the shorter of their remaining lease term or their estimated useful life on a straight-line basis as follows:


Equipment	3-5 years
Furniture	7 years
Leasehold improvements	Lesser of life of improvement or lease term

Expenditures for maintenance and repairs which do not improve or extend the useful lives of the respective assets are expensed as incurred. When assets are sold or retired, the related cost and accumulated depreciation are removed from their respective accounts and any resulting gain or loss is included within general and administrative expenses in the statements of operations.

The Company follows the guidance provided by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360-10, Property, Plant, and Equipment-Overall. Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell.

Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and the long-term portion of operating lease liabilities in our balance sheet.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our leases do not provide an implicit rate, we used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any prepaid lease payments made and excludes lease incentives. Our leases may include options to extend or terminate the lease; such options are included in determining the lease term when it is reasonably certain that we will exercise that option. Renewal options were not included in our calculation of the related asset and liability since it is not reasonably certain we will exercise the relevant option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC 718, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense based on estimated fair value for all share-based awards made to employees and directors, including stock options and restricted stock units (“RSUs”). The Company’s 2017 Equity Incentive Plan (the “2017 Plan”) became effective in August 2017. The Company’s 2020 Incentive Award Plan (the “2020 Plan”) became effective in May 2020. Following the effective date of the 2020 Plan, the Company ceased granting awards under the 2017 Plan, however the terms and conditions of the 2017 Plan continue to govern any outstanding awards granted thereunder.

The Company’s stock-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period using the accelerated attribution method. The estimated fair value of stock-based awards was determined using the Black-Scholes pricing model on the date of grant. Prior to the Company’s initial public offering (“IPO”), significant judgment and estimates were used to estimate the fair value of these awards. Stock awards granted by the Company subsequent to the IPO are valued using market prices at the date of grant.

The Black-Scholes pricing model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables including, but not limited to, the strike price of the instrument, the Company’s current stock price, the risk-free rate, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the awards are recognized as an expense in the statement of operations over the requisite service period using the accelerated attribution method. The Company has elected to account for forfeitures as they occur, by reversing compensation cost when the award is forfeited.

Research and Development Costs

Research and development expenses include wages, benefits, facilities, supplies, external services, clinical study, manufacturing costs and other expenses that are directly related to the Company’s research and development activities. At the end of the reporting period, the Company compares payments made to third-party service providers to the estimated progress toward completion of the research or development objectives. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made for the program as a result of the

level of service provided, the Company may record net prepaid or accrued expense relating to these costs. Such estimates are subject to change as additional information becomes available. The Company expenses research and development costs as incurred.

Expenses Accrued Under Contractual Arrangements

As part of the process of preparing our financial statements, we are required to estimate our accrued expenses. This process involves reviewing open contracts and purchase orders, communicating with our applicable personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost. The majority of our service providers invoice us monthly in arrears for services performed. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary.

We base our expenses related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations (“CROs”) that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period, which is based on an established protocol specific to each clinical trial. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting amounts that are too high or too low in any particular period.

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Fair Value of Financial Instruments

The Company applies the provisions of ASC 820, Fair Value Measurement, for financial assets and liabilities measured on a recurring basis which requires disclosure that establishes a framework for measuring fair value. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources, or observable inputs, and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances, or unobservable inputs. The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). ASC 820 requires that fair value measurements be classified and disclosed in one of three categories:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument.

Level 3: Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considering counterparty credit risk in its assessment of fair value.

The carrying amounts of cash and accounts payable approximate fair value due to the short-term nature of these instruments.

As of March 31, 2022 and December 31, 2021, the Company had $200,435 and $232,968, respectively, primarily in U.S. government money market accounts (included in cash and cash equivalents) which was valued based on Level 1 inputs. There were no transfers between levels within the hierarchy during the three months ended March 31, 2022 and the year ended December 31, 2021.

Earnings (Loss) Per Share

Basic earnings (loss) per share (“EPS”) is calculated in accordance with ASC 260, Earnings Per Share, by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock that were outstanding. Diluted EPS is calculated by adjusting the weighted average number of shares of common stock that were outstanding for the dilutive effect of common stock equivalents. In periods in which a net loss is recorded, no effect is given to potentially dilutive securities, since the effect would be antidilutive. Securities that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS because to do so would have been antidilutive.

Segment Information

The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, our chief operating decision maker has made such decisions and assessed performance at the Company level as one segment.

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU No. 2019-12”), which amends the existing guidance relating to the accounting for income taxes. ASU No. 2019-12 is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. ASU No. 2019-12 was effective for interim and annual periods beginning after December 15, 2020. The Company adopted ASU No. 2019-12 effective January 1, 2021. The adoption of ASU No. 2019-12 did not have a material impact on the Company’s financial statements.

Accounting Pronouncements effective in future periods

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, and subsequent amendments to the initial guidance (collectively, “Topic 326”). Topic 326 requires measurement and recognition of expected credit losses for financial assets held. Topic 326 was to be effective for reporting periods beginning after December 15, 2019, with early adoption permitted. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) - Effective Dates, which deferred the effective dates of Topic 326 for

the Company, until fiscal year 2023. The Company does not expect that the adoption of Topic 326 will have a material impact on its financial statements.

Financing Activities

3 Months Ended

Mar. 31, 2022

Financing Activities

Financing Activities

Note 4. Financing Activities

In June 2021, the Company sold, in a registered offering, 3,155 shares of its common stock at a public offering price of $31.70 per share. The Company received proceeds of $96,937, net of issuance costs of $3,076.

In May 2021, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (“Jeffries”) pursuant to which the Company could offer and sell shares of its common stock, having an aggregate offering price of up to $100,000, from time to time, through an “at the market offering” program under which Jefferies will act as sale agent. The Company sold 124 shares under the Sale Agreement in June 2021. As of December 31, 2021, the Company received proceeds of $4,056, net of issuance costs of $500.

Transactions with BioXcel LLC

3 Months Ended

Mar. 31, 2022

Transactions with BioXcel LLC

Transactions with BioXcel LLC

Note 5. Transactions with BioXcel LLC

The Company entered into a Separation and Shared Services Agreement with BioXcel LLC that took effect on June 30, 2017, as amended and restated, (the “Services Agreement”), pursuant to which services provided by BioXcel LLC, through its subsidiaries in India and the U.S., will continue indefinitely, as agreed upon by the parties. These services are primarily for drug discovery, chemical, manufacturing and controls (“CMC”) and administrative support.

Service charges recorded under the Services Agreement for the three months ended March 31, 2022 and 2021 were comprised as follows:


	Three months ended March 31,
	2022		2021

Research and development	$	306	$	320
General and administrative		70		49
Total	$	376	$	369

As of March 31, 2022, $56 related to these service charges is included in due to related parties in the Company’s balance sheet.

Under a Second Amended and Restated Shared Services Agreement signed in April 2022, the Company has an option, exercisable until December 31, 2024, to enter into a collaborative services agreement with BioXcel LLC pursuant to which BioXcel LLC shall perform product identification and related services for us utilizing EvolverAI. The parties are obligated to negotiate the collaborative services agreement in good faith and to incorporate reasonable market-based terms, including consideration for BioXcel LLC reflecting a low, single-digit royalty on net sales and reasonable development and commercialization milestone payments, provided that (i) development milestone payments shall not exceed $10,000 in the aggregate and not be payable prior to proof of concept in humans and (ii) commercialization milestone payments shall be based on reaching annual net sales levels, be limited to 3% of the applicable net sales level, and not exceed $30,000 in the aggregate. In conjunction with the Second Amended and Restated Shared Services Agreement, the Company agreed to pay BioXcel LLC $18 per month to extend the option to December 31, 2024 from its current expiration of March 13, 2023.

Earnings (Loss) Per Share

3 Months Ended

Mar. 31, 2022

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Note 6. Earnings (Loss) Per Share

Basic EPS is calculated in accordance with ASC 260, Earnings Per Share, by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock that were outstanding. Diluted EPS is calculated by adjusting the weighted average number of shares of common stock that were outstanding for the dilutive effect of common stock equivalents. In periods in which a net loss is recorded, no effect is given to

potentially dilutive securities, since the effect would be antidilutive. The calculations of basic and diluted net loss per share are as follows:


	Three months ended
	March 31,
	2022		2021
Net loss (numerator)	$	(31,472)	$	(26,376)
Weighted average shares (denominator)		27,980		24,524
Basic and diluted net loss per share (in whole dollars)	$	(1.12)	$	(1.08)

Potentially dilutive securities outstanding consists of stock options and RSUs. The Company had common stock equivalents outstanding at March 31, 2022 and 2021 of 4,782 and 4,072 shares, respectively.

Property and Equipment, net

3 Months Ended

Mar. 31, 2022

Property and Equipment, net

Property and Equipment, net

Note 7. Property and Equipment, net

A summary of net property and equipment is as follows:


	March 31,		December 31,
	2022		2021
Computers and related equipment	$	167	$	167
Furniture		680		572
Leasehold improvements		1,156		1,133
Work in process		13		24
Total property and equipment	$	2,016	$	1,896
Accumulated depreciation		(679)		(602)
Total property and equipment, net	$	1,337	$	1,294

Depreciation expense was $77 and $65 for the three months ended March 31, 2022 and 2021, respectively.

Accrued Expenses

3 Months Ended

Mar. 31, 2022

Accrued Expenses

Accrued Expenses

Note 8. Accrued Expenses

Accrued expenses consist of the following:


	March 31, 2022		December 31, 2021

Accrued research and development expenses	$	5,409	$	5,762
Accrued compensation and benefits		1,861		3,968
Accrued professional expenses		2,789		1,324
Accrued taxes		366		302
Other accrued expenses		152		136
Total accrued expenses	$	10,577	$	11,492

Stock-Based Compensation

3 Months Ended

Mar. 31, 2022

Stock-Based Compensation

Stock-Based Compensation

Note 9. Stock-Based Compensation

2017 Equity Incentive Plan

The Company’s 2017 Plan became effective in August 2017. Following the effective date of the Company's 2020 Plan (as defined below), the Company ceased granting awards under the 2017 Plan, however, the terms and conditions of the 2017 Plan continue to govern any outstanding awards granted thereunder.

2020 Incentive Award Plan

The Company’s 2020 Plan was approved and became effective at the Company’s 2020 annual meeting of stockholders on May 20, 2020, and unless earlier terminated by the Board of Directors, will remain in effect until March 26, 2030. The 2020 Plan originally authorized for issuance the sum of (i) 911 shares of the Company’s common stock authorized for issuance and (ii) 233 shares of the Company’s common stock, which represents the number of shares that remained available for issuance under the 2017 Plan immediately prior to the approval of the 2020 Plan by the Company’s stockholders. Any shares of common stock which, immediately prior to the approval of the 2020 Plan by the Company’s stockholders, were subject to awards granted under the 2017 Plan that are forfeited or lapse unexercised and are not issued under the 2017 Plan will increase the number of shares of common stock available for grant under the 2020 Plan. In addition, the number of shares available for issuance under the 2020 Plan will increase on the first day of each calendar year, beginning January 1, 2021 and ending on and including January 1, 2030, by a number of shares equal to the lesser of (A) 4% of the aggregate number of shares of the Company’s common stock outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares of common stock as determined by the Board of Directors. The shares available for issuance under the 2020 Plan increased by 1,119 shares and 977 shares on January 1, 2022 and 2021, respectively.

Stock-based awards granted under the 2020 Plan have a term of ten years with the vesting schedule determined by the Board of Directors, which is generally four years.

As of March 31, 2022, there were 986 shares available to be granted under the 2020 Plan.

Restricted stock units

During the three months ended March 31, 2022, the Company granted 97 time-based RSUs to certain employees and consultants. These RSUs generally vest over four years, with 25% vesting at the one-year anniversary of the grant date and the balance vesting ratably over the remaining three years of the vesting period. None of the time-based RSUs had vested as of March 31, 2022. Unrecognized stock-based compensation expense related to these awards was $1,494 at March 31, 2022. No RSUs were issued and outstanding as of March 31, 2021.

Stock options

A summary of the status of the Company’s stock option activity for the three months ended March 31, 2022 is presented below.



	Number	Weighted average
	of	exercise
	shares	price per share
Outstanding as of January 1, 2022	4,000	$	18.89
Granted	840	$	15.71
Forfeited	(103)	$	32.34
Cancelled	(53)	$	53.76
Outstanding as of March 31, 2022	4,684	$	17.63

Options vested and exercisable as of March 31, 2022	2,836	$	10.72

As of March 31, 2022, the intrinsic value of options outstanding was $46,681. The intrinsic value for stock options is calculated based on the difference between the exercise prices of the underlying awards and the quoted stock price of the Company’s common stock as of the reporting date.

No stock options were exercised for the three months ended March 31, 2022. The total intrinsic value of stock options exercised for the three months ended March 31, 2021 was $10,232. The total intrinsic value of stock options exercisable for the three months ended March 31, 2022 and 2021 was $41,577 and $88,450, respectively.

The weighted average grant date fair value of options granted during the three months ended March 31, 2022 and 2021 was $12.38 and $33.24, respectively.

The weighted average grant date fair value of options vested at March 31, 2022 was $7.96.

The weighted average remaining contractual life is 6.2 years for options exercisable as of March 31, 2022. The weighted average remaining contractual life is 7.4 years for options outstanding.

Stock-Based Compensation

The fair value of options granted during the three months ended March 31, 2022 and 2021 was estimated using the Black-Scholes pricing model with the following assumptions:



	Three months ended						Three months ended
	March 31, 2022						March 31, 2021
Expected term		6.08	years	-	6.08	years	5.50	years	-	6.25	years
Expected stock price volatility		92.74	%	-	96.69	%	95.00	%	-	98.00	%
Risk-free rate of interest		1.46	%	-	2.55	%	1.04	%	-	1.22	%
Expected dividend		0.0	%	-	0.0	%	0.0	%	-	0.0	%

In 2021, the Company began using a combination of the historical volatility of publicly traded peer companies and the limited historical information related to the Company’s common stock to estimate volatility. The expected term of the employee awards is estimated based on the simplified method, which calculates the expected term based upon the midpoint of the term of the award and the vesting period. The Company uses the simplified method because it does not have sufficient option exercise data to provide a reasonable basis upon which to estimate the expected term. The expected dividend yield is 0% as the Company has no history of paying dividends nor does management expect to pay dividends over the contractual terms of these options. The risk-free interest rates are determined by reference to the U.S. Treasury yield curve in effect at the time of grant, with maturities approximating the expected term of the stock options. The fair value of the underlying common stock is generally determined as the closing price of the Company’s common stock on the Nasdaq Capital Market on the grant date, with consideration of whether there is material nonpublic information that could impact that estimated fair value when it is released.

The Company recognized stock-based compensation expense related to stock options issued under the 2017 Plan and the 2020 Plan of $3,825 and $5,565 for the three months ended March 31, 2022 and 2021, respectively, which were comprised as follows:


	Three months ended March 31,
	2022		2021

Research and development	$	1,001	$	2,032
General and administrative		2,824		3,533
Total	$	3,825	$	5,565

Unrecognized compensation expense related to unvested stock option awards as of March 31, 2022 was $22,835 and will be recognized over the remaining vesting periods of the underlying awards. The weighted-average period over which such compensation is expected to be recognized is 1.8 years.

2020 Employee Stock Purchase Plan

The Company’s 2020 Employee Stock Purchase Plan (the “ESPP”) was also approved and became effective at the Company’s 2020 annual meeting of stockholders on May 20, 2020. The ESPP is designed to assist eligible employees of the Company with the opportunity to purchase the Company’s common stock at a discount through accumulated

payroll deductions during successive offering periods. The aggregate number of shares that may be issued pursuant to rights granted under the ESPP is 100 shares of common stock. In addition, the number of shares available for issuance under the ESPP will increase on the first day of each calendar year, beginning on January 1, 2021 and ending on and including January 1, 2030, by a number of shares of common stock equal to the lesser of (a) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board of Directors. The number of shares that may be issued or transferred pursuant to rights granted under the component of the ESPP that is intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Internal Revenue Code (the “Section 423 Component”) shall not exceed 500 shares. The purchase price will be determined by the administrator of the ESPP and, for purposes of the Section 423 Component, shall not be less than 85% of the fair value of a share on the first trading day or on the last trading day of the applicable offering period, whichever is lower. The shares available for issuance under the 2020 ESPP increased by 156 shares and 244 shares on January 1, 2022 and 2021, respectively. To date, no shares have been sold under the ESPP.

Leases

3 Months Ended

Mar. 31, 2022

Leases

Leases

Note 10. Leases

BTI leases office space for its corporate headquarters at 555 Long Wharf Drive, New Haven, Connecticut (the “HQ Lease”) under an operating lease. The HQ Lease was effective in February 2019, was subject to an amendment for additional office space in August 2020 and expires in February 2026. The Company has an option to renew the HQ Lease for one additional five-year term at 95% of the then-prevailing market rates but not less than the rental rate at the end of the initial lease term. Payments under the HQ Lease are fixed.

The Company also leases equipment such as copiers and information technology equipment.

The future minimum annual lease payments under operating leases, as of March 31, 2022, are as follows:


Year ending December 31,	Amount
Remainder of 2022	$	273
2023		372
2024		381
2025		391
2026		65
Thereafter		—
Total lease payments	$	1,482
Less imputed interest		(155)
Total lease liability	$	1,327
Less current portion of lease liability		(299)
Long-term portion of operating lease liability	$	1,028

The current portion of the Company’s operating lease liability of $299, as of March 31, 2022, is included in other current liabilities on the balance sheet.

The Company recorded lease expense of $98 and $109 related to its operating lease ROU asset for the three months ended March 31, 2022 and 2021, respectively.

Lease renewal options are not included in the ROU asset.

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

Note 11. Commitments and Contingencies

From time to time, in the ordinary course of business, the Company may be subject to litigation and regulatory examinations as well as information gathering requests, inquiries and/or investigations. The Company is not currently subject to any matters where it believes there is a reasonable possibility that a material loss may be incurred. As of March 31, 2022, there were no matters which would have a material impact on the Company’s financial results.

In February 2022, the Company executed a statement of work (the “February 2022 SOW”) with Innovative Clinical Research, Inc. (“ICR”) under a Master Clinical Trial Agreement that BTI has with ICR. As part of the February 2022 SOW, the Company will pay ICR a minimum of $8,250 to conduct a study in support of the potential use of BXCL501 to treat agitation in patients with Alzheimer’s disease.

BTI signed a distribution agreement (the “Distribution Agreement”) with an affiliate of Cardinal Health, Inc. (“Cardinal”) in February 2022, whereby Cardinal agreed to distribute product related to IGALMI^TM in the U.S. The Distribution Agreement has an initial term of three years and automatically renews for successive one-year periods, unless terminated by either party with at least 90-day notice. Cardinal will be paid defined fees for its services under the Distribution Agreement, which can be terminated by either party for cause. The Distribution Agreement can also be terminated by BTI without cause, subject to payment of agreed termination fees.

Subsequent Events

3 Months Ended

Mar. 31, 2022

Subsequent Events

Subsequent Events

Note 12. Subsequent Events

FDA approval of BXCL501

On April 5, 2022, the FDA approved IGALMI^TM (Dex) sublingual film for the acute treatment of agitation associated with schizophrenia or bipolar I or II disorder in adults (previously referred to herein as “BXCL501”). IGALMI^TM can be self-administrated by patients under the supervision of a healthcare provider. The Company is preparing to load product into U.S. distribution channels in the third quarter of 2022.

Oaktree financing facilities

On April 19, 2022 (the “Effective Date”), the Company entered into two strategic financing agreements; a Credit Agreement and Guaranty (the “Credit Agreement”) with Oaktree Fund Administration, LLC (“Oaktree”) as administrative agent, and the lenders party thereto (the “ Lenders”), and a Revenue Interest Financing Agreement (the “RIFA”; and together with the Credit Agreement, the “Credit Facilities”) with Oaktree as administrative agent, and the purchasers party thereto (the “ Purchasers”). Under the Credit Facilities, the Lenders and the Purchasers will provide up to $260,000 in gross funding to support the Company’s commercial activities of IGALMI^TM sublingual film. In addition, the Credit Facilities are intended to support the expansion of clinical development efforts of BXCL501, which includes a pivotal Phase 3 program for the acute treatment of agitation in patients with Alzheimer’s disease, and for the Company’s additional neuroscience and immuno‐oncology clinical programs.

A high-level summary of the Credit Facilities is provided below.

●

The Credit Agreement: The Credit Agreement provides up to $135,000 in senior secured term loans, of which $70,000 was funded on April 28, 2022, and the remaining tranches may be borrowed at the Company’s option prior to December 31, 2024, subject to satisfaction of certain conditions, including regulatory and financial milestones. The loans under the Credit Agreement mature on the fifth anniversary of the effective date; provided that the Company may, at its option, extend the maturity date to the sixth anniversary if, prior to December 31, 2024, the Company receives approval from the FDA of a new drug application (“NDA”) in respect of the use of BXCL501 for the acute treatment of agitation associated with Alzheimer’s disease and satisfies certain other conditions. Borrowings under the Credit Agreement bear interest at a fixed annual rate of 10.25%, payable quarterly. Of such interest, 2.25% per annum will be payable in kind by capitalizing and adding such interest to the outstanding principal amount of loans from the first payment date on which such interest is owed through, and including, the third anniversary of such payment date, unless, with respect to any payment date, the Company elects to pay all or a portion of such interest in cash. The Company is required to pay a ticking fee equal to 0.750% per annum on the undrawn amount of the commitments. The Company may voluntarily prepay the Credit Agreement at any time subject to a prepayment fee.

The Company’s obligations under the Credit Agreement are guaranteed by BTI’s existing and subsequently acquired or organized subsidiaries, subject to certain exceptions. The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants. The Company must also comply with certain financial covenants. Furthermore, the Credit Agreement contains events of default that are

customary for financings of this type. In certain circumstances, events of default are subject to customary cure periods.

●

The RIFA: The RIFA provides up to $120,000 in financing in exchange for a capped revenue interest on net sales of IGALMI^TM and any other future BXCL501 products. The financing under the RIFA may be drawn by the Company at its option prior to December 31, 2024, subject to satisfaction of certain conditions, including certain regulatory, patent and financial milestones.

Under the terms of the RIFA, the Purchasers will receive tiered revenue interest payments on U.S. net sales of IGALMI^TM and any other future BXCL501 products equal to a royalty ranging from 0.375% to 7.750% of net sales of IGALMI^TM and any other future BXCL501 products in the U.S., subject to a hard cap equal to 1.75x of the total amount funded. In addition, if the conditions to the second tranche of the financing provided under the RIFA have been met, once payments equal to the hard cap have been received by the Purchasers, the Company will be required to make revenue interest payments equal to a flat 0.375% royalty on U.S. net sales of IGALMI^TM and any other future BXCL501 products through, and including March 31, 2036. The Company is also required to make certain additional payments to the Purchasers from time to time to ensure that the aggregate amount of payments received by the Purchasers under the RIFA is at least equal to certain agreed upon minimum levels as of certain specified dates, subject to terms and conditions set forth in the RIFA.

BTI has the right, but not the obligation, to buy out the Purchasers’ interests in the revenue interest payments at an agreed upon repurchase price.

The Company’s obligations under the RIFA are secured by a perfected security interest in (i) accounts receivable arising from net sales of BXCL501 in the U.S. and one or more segregated bank accounts maintained for the purpose of receiving payments in respect of such accounts receivable, (ii) intellectual property that is claiming or covering BXCL501 itself or any method of using, making or manufacturing BXCL501 and (iii) regulatory approvals, clinical data, and all other assets that underlie BXCL501.

The RIFA contains customary representations and warranties and certain restrictions on the Company’s ability to incur indebtedness and grant liens on intellectual property related to BXCL501. In addition, the RIFA provides that if certain events occur, including certain bankruptcy events, failure to make payments, a change of control, an out-license or sale of all of the rights in and to BXCL501 in the U.S., in each case except a permitted licensing transaction (as defined in the RIFA) and, subject to applicable cure periods, material breach of the covenants in the RIFA, Oaktree, at the direction of the Purchasers, may require the Company to repurchase the Purchasers’ interests in the revenue interest payments at an agreed upon repurchase price.

●

BTI Warrants and Rights to Purchase BTI Common Stock: In connection with the Credit Agreement, on the Effective Date, the Company granted warrants to the Lenders to purchase up to 278 shares of our common stock (the “Warrants”) at an exercise price of $20.04 per share, which represents the arithmetic average of the volume-weighted average price of the Company’s common stock on the Nasdaq Capital Market during the 30 trading days preceding the issuance of the Warrants. The Warrants will expire on April 19, 2029, and may be net exercised at the holder’s election. In addition, pursuant to the Credit Agreement, the Lenders have the right to purchase shares of the Company’s common stock after the Effective Date, for a purchase price of $5,000 at a price per share equal to a 10% premium to the volume weighted average price of the common stock over the 30 trading days prior to the Lenders’ election to proceed with such equity investment.

●

OnkosXcel Warrants: In connection with the closing of the Credit Agreement, OnkosXcel Therapeutics, Inc. (“OnkosXcel”; a wholly owned subsidiary of BTI) granted warrants to the Lenders to purchase an ownership interest equal to 0.875% of its fully diluted capitalization as of the closing of the Credit Agreement, subject to increase to up to an aggregate of 1.75% of its fully diluted capitalization as of the closing of the Credit Agreement based on the funding of the two delayed draw tranches of loans provided for under the Credit

Agreement (the “701 Warrants”). The 701 Warrants will expire on April 19, 2029, and may be net exercised at the holder’s election.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Use of Estimates

Cash and Cash Equivalents

Cash and Cash Equivalents

Inventory

Inventories are stated at the lower of cost or net realizable value.

As of March 31, 2022, inventory balances include inventory costs prior to regulatory approval of BXCL501. Inventory consists of raw materials.

Property and Equipment

Property and equipment are recorded at cost and depreciated and amortized over the shorter of their remaining lease term or their estimated useful life on a straight-line basis as follows:


Equipment	3-5 years
Furniture	7 years
Leasehold improvements	Lesser of life of improvement or lease term

Leases

Stock-Based Compensation

Research and Development Costs

Expenses Accrued Under Contractual Arrangements

Patent Costs

Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.

Fair Value of Financial Instruments

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

The carrying amounts of cash and accounts payable approximate fair value due to the short-term nature of these instruments.

Earnings (Loss) per Share

Earnings (Loss) Per Share

Segment Information

Segment Information

Recent Accounting Pronouncements

Recently adopted accounting pronouncements

Accounting Pronouncements effective in future periods

the Company, until fiscal year 2023. The Company does not expect that the adoption of Topic 326 will have a material impact on its financial statements.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2022

Summary of Significant Accounting Policies

Schedule of Property Plant and Equipment useful lives


Equipment	3-5 years
Furniture	7 years
Leasehold improvements	Lesser of life of improvement or lease term

Transactions with BioXcel LLC (Tables)

3 Months Ended

Mar. 31, 2022

Transactions with BioXcel LLC

Schedule of service charges


	Three months ended March 31,
	2022		2021

Research and development	$	306	$	320
General and administrative		70		49
Total	$	376	$	369

Earnings (Loss) Per Share (Tables)

3 Months Ended

Mar. 31, 2022

Earnings (Loss) Per Share

Schedule of earnings (loss) per share


	Three months ended
	March 31,
	2022		2021
Net loss (numerator)	$	(31,472)	$	(26,376)
Weighted average shares (denominator)		27,980		24,524
Basic and diluted net loss per share (in whole dollars)	$	(1.12)	$	(1.08)

Property and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2022

Property and Equipment, net

Schedule of Property and Equipment, net


	March 31,		December 31,
	2022		2021
Computers and related equipment	$	167	$	167
Furniture		680		572
Leasehold improvements		1,156		1,133
Work in process		13		24
Total property and equipment	$	2,016	$	1,896
Accumulated depreciation		(679)		(602)
Total property and equipment, net	$	1,337	$	1,294

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2022

Accrued Expenses

Schedule of accrued expenses


	March 31, 2022		December 31, 2021

Accrued research and development expenses	$	5,409	$	5,762
Accrued compensation and benefits		1,861		3,968
Accrued professional expenses		2,789		1,324
Accrued taxes		366		302
Other accrued expenses		152		136
Total accrued expenses	$	10,577	$	11,492

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2022

Stock-Based Compensation

Schedule of Stock Option Activity



	Number	Weighted average
	of	exercise
	shares	price per share
Outstanding as of January 1, 2022	4,000	$	18.89
Granted	840	$	15.71
Forfeited	(103)	$	32.34
Cancelled	(53)	$	53.76
Outstanding as of March 31, 2022	4,684	$	17.63

Options vested and exercisable as of March 31, 2022	2,836	$	10.72

Schedule of Valuation Assumptions



	Three months ended						Three months ended
	March 31, 2022						March 31, 2021
Expected term		6.08	years	-	6.08	years	5.50	years	-	6.25	years
Expected stock price volatility		92.74	%	-	96.69	%	95.00	%	-	98.00	%
Risk-free rate of interest		1.46	%	-	2.55	%	1.04	%	-	1.22	%
Expected dividend		0.0	%	-	0.0	%	0.0	%	-	0.0	%

Schedule of stock-based compensation charges


	Three months ended March 31,
	2022		2021

Research and development	$	1,001	$	2,032
General and administrative		2,824		3,533
Total	$	3,825	$	5,565

Leases (Tables)

3 Months Ended

Mar. 31, 2022

Leases

Summary of maturities of the operating lease liability


Year ending December 31,	Amount
Remainder of 2022	$	273
2023		372
2024		381
2025		391
2026		65
Thereafter		—
Total lease payments	$	1,482
Less imputed interest		(155)
Total lease liability	$	1,327
Less current portion of lease liability		(299)
Long-term portion of operating lease liability	$	1,028

Basis of Presentation (Details) - USD ($) $ in Thousands	3 Months Ended
Basis of Presentation (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Basis of Presentation
Cash and cash equivalents	$ 200,435		$ 232,968
Accumulated deficit	(277,260)		$ (245,788)
Net loss	(31,472)	$ (26,376)
Net cash used in operating activities	$ (32,413)	$ (19,640)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

The cumulative amount of the reporting entity's undistributed earnings or deficit.

+ References + Details

Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($) segment	Dec. 31, 2021 USD ($)
Summary of Significant Accounting Policies
Number of segments \| segment	1
Level 1
Summary of Significant Accounting Policies
Fair value money market accounts \| $	$ 200,435	$ 232,968
Equipment \| Minimum
Summary of Significant Accounting Policies
Useful life	3 years
Equipment \| Maximum
Summary of Significant Accounting Policies
Useful life	5 years
Furniture
Summary of Significant Accounting Policies
Useful life	7 years

Financing Activities (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended		12 Months Ended
	Jun. 30, 2021	May 31, 2021	Dec. 31, 2021
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	3,155
Purchase price (in dollar per share)	$ 31.70
Proceeds from issuance of common stock, net of issuance costs	$ 96,937
Issuance costs paid	$ 3,076
Jefferies Sale Agreement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	124
Proceeds from issuance of common stock, net of issuance costs			$ 4,056
Issuance costs paid			$ 500
Jefferies Sale Agreement \| Maximum
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock, net of issuance costs		$ 100,000

Transactions with BioXcel LLC (Details) $ in Thousands		3 Months Ended
Transactions with BioXcel LLC (Details) $ in Thousands	Apr. 19, 2022 USD ($)	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)	Apr. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Transactions with BioXcel
Due to related party		$ 56			$ 204
BioXcel LLC
Transactions with BioXcel
Service charges		376	$ 369
Due to related party		56
BioXcel LLC \| Subsequent Event [Member]
Transactions with BioXcel
Monthly agreement option fees	$ 18
BioXcel LLC \| Development milestones
Transactions with BioXcel
Potential milestone payments				$ 10,000
BioXcel LLC \| Sales milestones
Transactions with BioXcel
Potential milestone payments				$ 30,000
Maximum milestone (as as percent)				3
BioXcel LLC \| Research and development expense
Transactions with BioXcel
Service charges		306	320
BioXcel LLC \| General and administrative expense
Transactions with BioXcel
Service charges		$ 70	$ 49

Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Earnings (Loss) Per Share
Net loss (numerator)	$ (31,472)	$ (26,376)
Weighted average shares (denominator) - basic	27,980	24,524
Weighted average shares (denominator) - diluted	27,980	24,524
Basic net loss per share (in dollars)	$ (1.12)	$ (1.08)
Diluted net loss per share (in dollars)	$ (1.12)	$ (1.08)
Common stock equivalents outstanding	4,782	4,072

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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Property and Equipment, net (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021	Dec. 31, 2021
Equipment
Property and equipment, gross	$ 2,016		$ 1,896
Accumulated depreciation	(679)		(602)
Property and equipment, net	1,337		1,294
Depreciation and amortization	77	$ 65
Computers and related equipment
Equipment
Property and equipment, gross	167		167
Furniture
Equipment
Property and equipment, gross	680		572
Leasehold improvements
Equipment
Property and equipment, gross	1,156		1,133
Work in process
Equipment
Property and equipment, gross	$ 13		$ 24

Accrued Expenses (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Accrued Expenses
Accrued research and development expenses	$ 5,409	$ 5,762
Accrued compensation and benefits	1,861	3,968
Accrued professional expenses	2,789	1,324
Accrued taxes	366	302
Other accrued expenses	152	136
Accrued expenses	$ 10,577	$ 11,492

Stock-Based Compensation - Description (Details) - shares				3 Months Ended
	Jan. 01, 2022	Jan. 01, 2021	May 20, 2020	Mar. 31, 2022
2020 Incentive Award Plan
Stock-Based Compensation
Authorized shares	1,119,000	977	911,000
Available for grant (in shares)				986,000
Percentage of increase in common stock available for grant			4.00%
2020 Incentive Award Plan \| Options
Stock-Based Compensation
Terms of award			10 years
Vesting period			4 years
2017 Equity Incentive Plan
Stock-Based Compensation
Available for grant (in shares)			233,000
2020 Employee Stock Purchase Plan
Stock-Based Compensation
Authorized shares			100,000
Percentage of increase in common stock available for grant			1.00%
Increase in shares available for issuance	156,000	244,000
Maximum number of shares issued or transferred under ESPP			500,000
Purchase price, as a percent of fair market value			85.00%
Shares issued under ESPP				0

Stock-Based Compensation - Non-Option (Details) - RSU - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-Based Compensation
Non-options granted (in shares)	97
Vesting period	4 years
Vesting (as a percent)	25.00%
Unrecognized stock-based compensation expense	$ 1,494
Non-options outstanding (in shares)		0

Stock-Based Compensation - Stock Option (Details) - Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Number of Shares
Outstanding, beginning balance (in shares)	4,000
Options granted (in shares)	840
Options forfeited (in shares)	(103)
Options Cancelled (in shares)	(53)
Options exercised (in shares)	0
Outstanding, ending balance (in shares)	4,684
Options vested and exercisable (in shares)	2,836
Weighted Average Exercise Price per Share
Outstanding, beginning balance (in dollars per shares)	$ 18.89
Options granted (in dollars per share)	15.71
Options forfeited (in dollars per shares)	32.34
Options Cancelled (in dollars per shares)	53.76
Outstanding, end balance (in dollars per shares)	17.63
Options vested and exercisable (in dollars per shares)	$ 10.72
Options
Intrinsic value, outstanding	$ 46,681
Intrinsic value, exercised		$ 10,232
Intrinsic value, exercisable	$ 41,577	$ 88,450
Weighted-average grant-date fair value of options granted (in dollars per share)	$ 12.38	$ 33.24
Weighted-average grant-date fair value of options vested (in dollars per share)	$ 7.96
Weighted average remaining contractual life, exercisable	6 years 2 months 12 days
Weighted average remaining contractual life, outstanding	7 years 4 months 24 days

Stock-Based Compensation - Assumptions (Details) - Options	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-Based Compensation
Expected stock price volatility, minimum (as a percent)	92.74%	95.00%
Expected stock price volatility, maximum (as a percent)	96.69%	98.00%
Risk-free rate of interest, minimum (as a percent)	1.46%	1.04%
Risk-free rate of interest, maximum (as a percent)	2.55%	1.22%
Expected dividend yield (as a percent)	0.00%
Minimum
Stock-Based Compensation
Expected Term (years)	6 years 29 days	5 years 6 months
Expected dividend yield (as a percent)	0.00%	0.00%
Maximum
Stock-Based Compensation
Expected Term (years)	6 years 29 days	6 years 3 months
Expected dividend yield (as a percent)	0.00%	0.00%

Stock-Based Compensation - Expense and ESPP (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Stock-Based Compensation
Unrecognized compensation expense	$ 22,835
Remaining unamortized expense period	1 year 9 months 18 days
Options
Stock-Based Compensation
Share-based compensation costs recognized	$ 3,825	$ 5,565
Options \| Research and development expense
Stock-Based Compensation
Share-based compensation costs recognized	1,001	2,032
Options \| General and administrative expense
Stock-Based Compensation
Share-based compensation costs recognized	$ 2,824	$ 3,533

Leases - Maturities (Details) - USD ($) $ in Thousands	Mar. 31, 2022	Dec. 31, 2021
Maturities of the operating lease liability
Remainder of 2022	$ 273
2023	372
2024	381
2025	391
2026	65
Total lease payments	1,482
Less imputed interest	(155)
Total lease liability	1,327
Less current portion of lease liability	(299)
Long-term portion operating lease liability	$ 1,028	$ 1,105

Leases - Additional Information (Details) $ in Thousands	1 Months Ended	3 Months Ended
Leases - Additional Information (Details) $ in Thousands	Aug. 31, 2020 item	Mar. 31, 2022 USD ($)	Mar. 31, 2021 USD ($)
Leases
Current portion of operating lease liabilities		$ 299
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]		Other Liabilities, Current
Lease expense		$ 98	$ 109
Option to renew the lease	true
Number of renewal options \| item	1
Renewal term	5 years
Lease renewed at percentage of market rates	95.00%

Commitments and Contingencies (Details) $ in Thousands	1 Months Ended
Commitments and Contingencies (Details) $ in Thousands	Feb. 28, 2022 USD ($)
ICR
Commitments and Contingencies
Commitment amount	$ 8,250
Cardinal \| Distribution Agreement
Commitments and Contingencies
Commitment agreement period	3 years
Commitment agreement renewal period	1 year

Subsequent Events (Details) - Subsequent events - USD ($) $ / shares in Units, $ in Thousands	Apr. 28, 2022	Apr. 19, 2022
Credit Facility
Borrowings
Maximum borrowing capacity		$ 260,000
Amount drawn under the facility	$ 70,000
Senior Secured Term Loan
Borrowings
Maximum borrowing capacity		$ 135,000
Debt stated interest (as a percent)		10.25%
Debt paid-in-kind interest (as a percent)		2.25%
Ticking fee (as a percent)		0.75%
Revenue Interest Financing Agreement
Borrowings
Maximum borrowing capacity		$ 120,000
Maximum borrowing allowed per net sales (as a percent)		0.375%
Debt to revenue multiplier		1.75
Revenue Interest Financing Agreement \| Minimum
Borrowings
Maximum borrowing allowed per net sales (as a percent)		0.375%
Revenue Interest Financing Agreement \| Maximum
Borrowings
Maximum borrowing allowed per net sales (as a percent)		7.75%
Equity Investment \| Warrants
Borrowings
Warrants to purchase common stock (in shares)		278,000
Exercise price (in dollars per share)		$ 20.04
Maximum equity investment allowed for lenders		$ 5,000
Premium share price (as a percent)		10.00%
Equity Investment \| 701 Warrant \| Minimum
Borrowings
Warrants equal to fully diluted capitalization (as a percent)		0.875%
Equity Investment \| 701 Warrant \| Maximum
Borrowings
Warrants equal to fully diluted capitalization (as a percent)		1.75%
BioXcel LLC
Borrowings
Monthly agreement option fees		$ 18