| | |
Page
|
| |||
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 1 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 2 | | | |
| | | | 3 | | | |
| | | | 3 | | | |
| | | | 3 | | | |
| | | | 3 | | | |
| | | | 3 | | | |
| | | | 4 | | | |
| | | | 4 | | | |
| | | | 4 | | | |
| | | | 5 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 6 | | | |
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 7 | | | |
| | | | 8 | | | |
| | | | 8 | | | |
| | | | 8 | | | |
| | | | 8 | | | |
| | | | 8 | | | |
| | | | 9 | | | |
| | | | 10 | | | |
| | | | 11 | | | |
| | | | 12 | | | |
| | | | 12 | | | |
| | | | 12 | | | |
| | | | 12 | | | |
| | | | 13 | | |
| | |
Page
|
| |||
| | | | 13 | | | |
| | | | 14 | | | |
| | | | 14 | | | |
| | | | 15 | | | |
| | | | 15 | | | |
| | | | 16 | | | |
| | | | 16 | | | |
| | | | 18 | | | |
| | | | 18 | | | |
| | | | 18 | | | |
| | | | 21 | | | |
| | | | 21 | | | |
| | | | 22 | | | |
| | | | 24 | | | |
| | | | 24 | | | |
| | | | 24 | | | |
| | | | 25 | | | |
| | | | 25 | | | |
| | | | 25 | | | |
| | | | 26 | | | |
| | | | 27 | | | |
| | | | 27 | | | |
| | | | 27 | | | |
| | | | 28 | | | |
| | | | 28 | | | |
| | | | 28 | | | |
| | | | 29 | | | |
| | | | 30 | | | |
| | | | 30 | | | |
| | | | 30 | | | |
| | | | 30 | | | |
| | | | 30 | | | |
| | | | 32 | | | |
| | | | 32 | | | |
| | | | 32 | | | |
| | | | 34 | | | |
| | | | 35 | | | |
| | | | 40 | | | |
| | | | 40 | | |
| | |
Page
|
| |||
| | | | 42 | | | |
| | | | 43 | | | |
| | | | 43 | | | |
| | | | 45 | | | |
| | | | 45 | | | |
| | | | 46 | | | |
| | | | 46 | | | |
| | | | 46 | | | |
| | | | 47 | | | |
| | | | 47 | | | |
| | | | 47 | | | |
| | | | 47 | | | |
| | | | 48 | | | |
HOUSEHOLDING | | | | | 49 | | |
| | | | 50 | | |
Proposal
|
| |
Votes Required
|
| |
Voting Options
|
| |
Impact of
“Withhold” or “Abstain” Votes |
| |
Broker
Discretionary Voting Allowed |
|
Proposal No. 1: Election of Directors | | | The plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote thereon. This means that the two nominees receiving the highest number of affirmative “FOR” votes will be elected as Class III directors. | | |
“FOR ALL”
“WITHHOLD ALL”
“FOR ALL EXCEPT”
|
| |
None(1)
|
| |
No(3)
|
|
Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively at the Annual Meeting by the holders entitled to vote thereon. | | |
“FOR”
“AGAINST”
“ABSTAIN”
|
| |
None(2)
|
| |
Yes(4)
|
|
Proposal No. 3: Approval of Say-on-Pay | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively at the Annual Meeting by the holders entitled to vote thereon. | | |
“FOR”
“AGAINST”
“ABSTAIN”
|
| |
None(2)
|
| |
No(3)
|
|
Proposal No. 4: Approval of the Frequency of the Say-on-Pay Vote | | | The affirmative vote of the holders of a majority in voting power of the votes cast. If no frequency receives the foregoing vote, then we will consider the option of ONE YEAR, TWO YEARS, or THREE YEARS that receives the highest number of votes cast to be the frequency recommended by stockholders. | | |
“ONE YEAR”
“TWO YEARS”
“THREE YEARS”
|
| |
None(2)
|
| |
No(3)
|
|
Proposal No. 5: Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares | | | The affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote at the Annual Meeting. | | |
“FOR”
“AGAINST”
“ABSTAIN”
|
| |
Abstentions have the same effect as votes against the proposal
|
| |
Yes(4)
|
|
Proposal
|
| |
Votes Required
|
| |
Voting Options
|
| |
Impact of
“Withhold” or “Abstain” Votes |
| |
Broker
Discretionary Voting Allowed |
|
Proposal No. 6: Approval of an amendment to the Company’s Certificate of Incorporation to allow for the exculpation of officers | | | The affirmative vote of the holders of a majority of the outstanding stock of the Company entitled to vote at the Annual Meeting. | | |
“FOR”
“AGAINST”
“ABSTAIN”
|
| |
Abstentions have the same effect as votes against the proposal
|
| |
No(3)
|
|
Proposal No. 7: Adjournment of the Annual Meeting if necessary, to solicit additional proxies for Proposals No. 5 and/or 6 | | | The affirmative vote of the holders of a majority in voting power of the votes cast affirmatively or negatively at the Annual Meeting by the holders entitled to vote thereon. | | |
“FOR”
“AGAINST”
“ABSTAIN”
|
| |
None(2)
|
| |
No(3)
|
|
|
Class I Director —
Current Term Ending at 2025 Annual Meeting |
| |
Class II Director —
Current Term Ending at 2026 Annual Meeting |
| |
Class III Director —
Current Term Ending at 2024 Annual Meeting |
|
|
June Bray
|
| |
Michael Miller
|
| |
Vimal Mehta, Ph.D.
|
|
|
Sandeep Laumas, M.D.
|
| |
Michal Votruba, M.D.
|
| |
Peter Mueller, Ph.D.
|
|
Class III Directors
|
| |
Age
|
| |
Served as
Director Since |
| |
Current Positions with BTAI
|
|
Vimal Mehta, Ph.D.
|
| |
63
|
| |
April 2017
|
| |
Chief Executive Officer and President, and Director
|
|
Peter Mueller, Ph.D.
|
| |
68
|
| |
April 2017
|
| | Chairman of the Board | |
Class I Directors
|
| |
Age
|
| |
Served as
Director Since |
| |
Current Positions with BTAI
|
|
June Bray
|
| |
71
|
| |
March 2021
|
| | Director | |
Sandeep Laumas, M.D.
|
| |
56
|
| |
September 2017
|
| | Director | |
Class II Directors
|
| |
Age
|
| |
Served as
Director Since |
| |
Current Positions with BTAI
|
|
Michael Miller
|
| |
67
|
| |
June 2022
|
| | Director | |
Michal Votruba, M.D.
|
| |
58
|
| |
March 2019
|
| | Director | |
| | |
Year Ended
December 31, |
| |||||||||
| | |
2023
|
| |
2022
|
| ||||||
Audit Fees(1)
|
| | | $ | 903,500 | | | | | $ | 1,569,000 | | |
Audit-Related Fees(2)
|
| | | | 16,000 | | | | | | — | | |
Tax Fees
|
| | | | — | | | | | | — | | |
All Other Fees
|
| | | | — | | | | | | — | | |
Total
|
| | | $ | 919,500 | | | | | $ | 1,569,000 | | |
| | |
As of
April 10, 2024 |
| |
Upon
Effectiveness of Amendment |
| ||||||
TOTAL AUTHORIZED SHARES OF COMMON STOCK
|
| | | | 100,000,000 | | | | | | 200,000,000 | | |
Outstanding shares of common stock
|
| | | | 37,034,517 | | | | | | 37,034,517 | | |
Shares of common stock authorized for future issuance under the Company’s
incentive plans |
| | | | 2,005,064 | | | | | | 2,005,064 | | |
Shares of common stock authorized for future issuance under the Company’s
employee stock purchase plan |
| | | | 1,204,746 | | | | | | 1,204,746 | | |
Shares of common stock subject to outstanding equity awards under the Company’s incentive plans
|
| | | | 4,846,954 | | | | | | 4,846,954 | | |
Shares of common stock subject to outstanding options under the Company’s
employee stock purchase plan |
| | | | 657,636 | | | | | | 657,636 | | |
Shares of common stock subject to outstanding warrants
|
| | | | 11,268,786 | | | | | | 11,268,786 | | |
Shares of common stock subject to an equity investment right
|
| | | | 1,901,141 | | | | | | 1,901,141 | | |
SHARES OF COMMON STOCK AVAILABLE FOR ISSUANCE
|
| | | | 41,081,156 | | | | | | 141,081,156 | | |
Executive Officer
|
| |
Age
|
| |
Position
|
| |
In Current
Position Since |
|
Vimal Mehta
|
| |
63
|
| | Chief Executive Officer and President, and Director | | |
2017
|
|
Richard Steinhart
|
| |
67
|
| | Senior Vice President and Chief Financial Officer | | |
2018
|
|
Matthew Wiley
|
| |
52
|
| | Senior Vice President and Chief Commercial Officer | | |
2022
|
|
Frank Yocca, Ph.D.
|
| |
68
|
| | Senior Vice President and Chief Scientific Officer | | |
2018
|
|
Vincent O’Neill, M.D.
|
| |
55
|
| | Executive Vice President, Chief of Product Development and Medical Officer | | |
2023
|
|
Javier Rodriguez
|
| |
52
|
| | Senior Vice President, Chief Legal Officer and Corporate Secretary | | |
2021
|
|
| | |
Audit
Committee |
| |
Compensation
Committee |
| |
Nominating and
Corporate Governance Committee |
|
June Bray
|
| |
—
|
| |
—
|
| |
X
|
|
Sandeep Laumas, M.D.
|
| |
Chair
|
| |
X
|
| |
X
|
|
Peter Mueller, Ph.D.
|
| |
X
|
| |
Chair
|
| |
Chair
|
|
Michael Miller
|
| |
X
|
| | | | | | |
Michal Votruba, M.D.
|
| |
X
|
| |
—
|
| |
—
|
|
Board Diversity Matrix (As of April [ ], 2024)
|
| ||||||||||||||||||||||||
Total number of directors
|
| |
6
|
| |||||||||||||||||||||
| | |
Female
|
| |
Male
|
| |
Non-Binary
|
| |
Did Not
Disclose Gender |
| ||||||||||||
Part I: Gender Identity | | | | | | | | | | | | | | | | | | | | | | | | | |
Directors
|
| | | | 1 | | | | | | 5 | | | | | | 0 | | | | | | 0 | | |
Part II: Demographic Background | | | | | | | | | | | | | | | | | | | | | | | | | |
African American or Black
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Alaskan Native or American Indian
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Asian
|
| | | | 0 | | | | | | 2 | | | | | | 0 | | | | | | 0 | | |
Hispanic or Latinx
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
Native Hawaiian or Pacific Islander
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
White
|
| | | | 1 | | | | | | 3 | | | | | | 0 | | | | | | 0 | | |
Two or More Races or Ethnicities
|
| | | | 0 | | | | | | 0 | | | | | | 0 | | | | | | 0 | | |
LGBTQ+
|
| |
0
|
| |||||||||||||||||||||
Did Not Disclose Demographic Background
|
| |
0
|
|
Name and Principal Position
|
| |
Year
|
| |
Salary
($) |
| |
Bonus
($)(3) |
| |
Stock
Awards ($)(1) |
| |
Option
Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($) |
| |
All Other
Compensation ($)(2) |
| |
Total
($) |
| ||||||||||||||||||||||||
Vimal Mehta, Ph.D.
Chief Executive Officer
|
| | | | 2023 | | | | | | 1,001,569 | | | | | | — | | | | | | 1,097,600 | | | | | | 2,615,928 | | | | | | — | | | | | | 16,050 | | | | | | 4,731,147 | | |
| | | 2022 | | | | | | 944,436 | | | | | | 150,000 | | | | | | 800,592 | | | | | | 1,994,080 | | | | | | 654,662 | | | | | | 15,425 | | | | | | 4,559,195 | | | ||
Javier Rodriguez
Senior VP and Chief Legal
Officer
|
| | | | 2023 | | | | | | 423,833 | | | | | | — | | | | | | 191,588 | | | | | | 498,272 | | | | | | — | | | | | | 8,250 | | | | | | 1,121,943 | | |
| | | 2022 | | | | | | 403,650 | | | | | | 50,000 | | | | | | 181,439 | | | | | | 398,219 | | | | | | 177,606 | | | | | | 7,625 | | | | | | 1,218,539 | | | ||
Matthew Wiley
SVP and Chief Commercial
Officer
|
| | | | 2023 | | | | | | 445,200 | | | | | | — | | | | | | 250,388 | | | | | | 560,556 | | | | | | — | | | | | | 8,250 | | | | | | 1,264,394 | | |
| | | 2022 | | | | | | 402,500 | | | | | | | | | | | | — | | | | | | 1,307,572 | | | | | | 210,000 | | | | | | 7,625 | | | | | | 1,927,697 | | |
| | |
2023 Equity Awards Granted (#)
|
| |||||||||||||||
Name
|
| |
Options
|
| |
RSUs
|
| |
PSUs
|
| |||||||||
Vimal Mehta, Ph.D.
|
| | | | 168,000 | | | | | | 56,000 | | | | | | — | | |
Javier Rodriquez
|
| | | | 32,000 | | | | | | 9,000 | | | | | | 25,000 | | |
Matthew Wiley
|
| | | | 36,000 | | | | | | 12,000 | | | | | | 25,000 | | |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That HaveNot Vested ($)(1) |
| |||||||||||||||||||||||||||
Vimal Mehta, Ph.D.
|
| | |
|
08/23/2017
|
| | | |
|
294,000
|
| | | |
|
—
|
| | | |
|
0.41
|
| | | |
|
08/23/2027
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| |
|
05/23/2019
|
| | | |
|
187,700
|
| | | |
|
—
|
| | | |
|
10.04
|
| | | |
|
05/23/2029
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
05/26/2020(2)
|
| | | |
|
223,958
|
| | | |
|
26,042
|
| | | |
|
45.99
|
| | | |
|
05/26/2030
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/25/2021(2)
|
| | | |
|
171,874
|
| | | |
|
78,126
|
| | | |
|
41.17
|
| | | |
|
03/25/2031
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/14/2022(2)
|
| | | |
|
73,062
|
| | | |
|
93,938
|
| | | |
|
15.31
|
| | | |
|
03/14/2032
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/14/2022
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
23,485(4)
|
| | | |
$
|
69,281
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/15/2023(3)
|
| | | |
|
—
|
| | | |
|
168,000
|
| | | |
|
19.60
|
| | | |
|
03/14/2033
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/15/2023
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
56,000(5)
|
| | | |
$
|
165,200
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/15/2023
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
100(7)
|
| | | |
$
|
917,600
|
| | ||
Javier Rodriquez
|
| | |
|
02/22/2021(2)
|
| | | |
|
22,666
|
| | | |
|
9,334
|
| | | |
|
54.90
|
| | | |
|
02/22/2021
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| |
|
08/16/2021(2)
|
| | | |
|
5,833
|
| | | |
|
4,167
|
| | | |
|
23.84
|
| | | |
|
08/16/2031
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/14/2022(2)
|
| | | |
|
14,590
|
| | | |
|
16,675
|
| | | |
|
15.31
|
| | | |
|
03/14/2032
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/14/2022
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
4,690(4)
|
| | | |
$
|
13,836
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/15/2023(3)
|
| | | |
|
—
|
| | | |
|
32,000
|
| | | |
|
19.60
|
| | | |
|
03/14/2033
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/15/2023
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
9,000(5)
|
| | | |
$
|
26,550
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
10/01/2023
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | | | | | | | | | | | | | |
|
25,000(6)
|
| | | |
$
|
73,750
|
| |
| | | | | | | | |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||||||||
Name
|
| |
Vesting
Commencement Date |
| |
Number of
Securities Underlying Unexercised Options (#) Exercisable |
| |
Number of
Securities Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested (#) |
| |
Market
Value of Shares or Units of Stock That Have Not Vested ($)(1) |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That HaveNot Vested ($)(1) |
| |||||||||||||||||||||||||||
Matthew Wiley
|
| | |
|
01/17/2022(2)
|
| | | |
|
40,729
|
| | | |
|
44,271
|
| | | |
|
18.00
|
| | | |
|
01/17/2032
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| |
| |
|
03/15/2023(3)
|
| | | |
|
—
|
| | | |
|
36,000
|
| | | |
|
19.60
|
| | | |
|
03/14/2033
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
03/15/2023
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
12,000(5)
|
| | | |
$
|
35,400
|
| | | |
|
—
|
| | | |
|
—
|
| | ||
| |
|
10/01/2023
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
—
|
| | | |
|
25,000(6)
|
| | | |
$
|
73,750
|
| |
Year
|
| |
Summary
Compensation Table Total for PEO(1) ($) |
| |
Compensation
Actually Paid to PEO(1)(2)(3) ($) |
| |
Average
Summary Compensation Table Total for Non-PEO NEOs(1) ($) |
| |
Average
Compensation Actually Paid to Non-PEO NEOs(1)(2)(3) ($) |
| |
Value of
Initial Fixed $100 Investment based on:(4) TSR ($) |
| |
Net Income
($ Millions) |
| ||||||||||||||||||
2023
|
| | | | 4,731,147 | | | | | | (2,861,394) | | | | | | 1,193,169 | | | | | | (36,792) | | | | | | 14.51 | | | | | | (179.1) | | |
2022
|
| | | | 4,559,195 | | | | | | 5,369,113 | | | | | | 1,573,118 | | | | | | 1,734,613 | | | | | | 105.66 | | | | | | (165.8) | | |
Year
|
| |
Summary
Compensation Table Total for PEO ($) |
| |
Exclusion of Stock
Awards and Option Awards for PEO ($) |
| |
Inclusion of Equity
Values for PEO ($) |
| |
Compensation
Actually Paid to PEO ($) |
| ||||||||||||
2023
|
| | | | 4,731,147 | | | | | | (3,713,528) | | | | | | (3,879,013) | | | | | | (2,861,394) | | |
2022
|
| | | | 4,559,195 | | | | | | (2,794,672) | | | | | | 3,604,590 | | | | | | 5,369,113 | | |
Year
|
| |
Average
Summary Compensation Table Total for Non-PEO NEOs ($) |
| |
Average
Exclusion of Stock Awards and Option Awards for Non-PEO NEOs ($) |
| |
Average
Inclusion of Equity Values for Non-PEO NEOs ($) |
| |
Average
Compensation Actually Paid to Non-PEO NEOs ($) |
| ||||||||||||
2023
|
| | | | 1,193,169 | | | | | | (750,402) | | | | | | (479,559) | | | | | | (36,792) | | |
2022
|
| | | | 1,573,118 | | | | | | (943,615) | | | | | | 1,105,110 | | | | | | 1,734,613 | | |
Year
|
| |
Year-End
Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) |
| |
Change in
Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) |
| |
Vesting-Date
Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) |
| |
Change in
Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) |
| |
Fair Value
at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) |
| |
Value of
Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) |
| |
Total-
Inclusion of Equity Values for PEO ($) |
| |||||||||||||||||||||
2023
|
| | | | 559,749 | | | | | | (3,307,796) | | | | | | 0 | | | | | | (1,130,966) | | | | | | 0 | | | | | | 0 | | | | | | (3,879,013) | | |
2022
|
| | | | 4,104,279 | | | | | | 34,081 | | | | | | 0 | | | | | | (533,770) | | | | | | 0 | | | | | | 0 | | | | | | 3,604,590 | | |
Year
|
| |
Average
Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) |
| |
Average
Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) |
| |
Average
Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) |
| |
Average
Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) |
| |
Average
Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) |
| |
Average
Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) |
| |
Total-
Average Inclusion of Equity Values for Non-PEO NEOs ($) |
| |||||||||||||||||||||
2023
|
| | | | 184,573 | | | | | | (600,850) | | | | | | 0 | | | | | | (63,282) | | | | | | 0 | | | | | | 0 | | | | | | (479,559) | | |
2022
|
| | | | 1,143,018 | | | | | | 1,295 | | | | | | 0 | | | | | | (39,203) | | | | | | 0 | | | | | | 0 | | | | | | 1,105,110 | | |
Position
|
| |
Amount
|
| |||
Base Board Fee
|
| | | $ | 60,000 | | |
Chair of Board or Lead Independent Director
|
| | | $ | 35,000 | | |
Chair of Audit Committee
|
| | | $ | 20,000 | | |
Chair of Compensation Committee
|
| | | $ | 15,000 | | |
Chair of Nominating and Corporate Governance Committee
|
| | | $ | 10,000 | | |
Member of Audit Committee (non-Chair)
|
| | | $ | 10,000 | | |
Member of Compensation Committee (non-Chair)
|
| | | $ | 7,500 | | |
Member of Nominating and Corporate Governance Committee (non-Chair)
|
| | | $ | 5,000 | | |
Name
|
| |
Fees Earned or
Paid in Cash ($) |
| |
Option Awards
($)(1) |
| |
All Other
Compensation ($) |
| |
Total
($) |
| ||||||||||||
Peter Mueller, Ph.D.
|
| | | $ | 130,000 | | | | | $ | 237,330(2) | | | | | | — | | | | | $ | 367,330 | | |
Sandeep Laumas, M.D.
|
| | | $ | 92,500 | | | | | $ | 237,330(3) | | | | | | — | | | | | $ | 329,830 | | |
Krishnan Nandabalan, Ph.D.(7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Michal Votruba, M.D.
|
| | | $ | 70,000 | | | | | $ | 237,330(4) | | | | | | — | | | | | $ | 307,330 | | |
June Bray
|
| | | | 90,000 | | | | | $ | 237,330(5) | | | | | | — | | | | | $ | 327,330 | | |
Michael Miller
|
| | | $ | 95,000 | | | | | $ | 237,330(6) | | | | | | — | | | | | $ | 332,330 | | |
Plan Category
|
| |
Number of securities
to be issued upon exercise of outstanding options, warrants and rights (a) |
| |
Weighted-average
exercise price of outstanding options, warrants and rights (b) |
| |
Number of securities
remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(4) (c) |
| |||||||||
Equity compensation plans approved by security holders(1)
|
| | | | 5,687,889(2) | | | | | $ | 18.02(3) | | | | | | 1,569,420 | | |
Equity compensation plans not approved by security holders
|
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 5,687,889 | | | | | $ | 18.02 | | | | | | 1,569,420 | | |
Name of Beneficial Owner
|
| |
Number of Shares
Beneficially Owned |
| |
Percentage of Shares
Beneficially Owned |
| ||||||
Holders of more than 5%: | | | | | | | | | | | | | |
BioXcel LLC(1)
|
| | | | 8,546,750 | | | | | | 23.1% | | |
Armistice Capital Master Fund Ltd.(2)
|
| | | | 3,699,749 | | | | | | 9.99% | | |
FMR LLC(3)
|
| | | | 2,518,564 | | | | | | 6.8% | | |
Named executive officers and directors: | | | | | | | | | | | | | |
Vimal Mehta, Ph.D.(1)(4)
|
| | | | 9,661,387 | | | | | | 25.4% | | |
Javier Rodriguez(5)
|
| | | | 67,942 | | | | | | * | | |
Matthew Wiley(6)
|
| | | | 62,074 | | | | | | * | | |
June Bray(7)
|
| | | | 37,832 | | | | | | * | | |
Sandeep Laumas, M.D.(8)
|
| | | | 190,388 | | | | | | * | | |
Michael Miller(9)
|
| | | | 9,999 | | | | | | * | | |
Peter Mueller, Ph.D.(10)
|
| | | | 465,194 | | | | | | 1.2% | | |
Michal Votruba, M.D.(11)
|
| | | | 250,575 | | | | | | * | | |
All executive officers and directors as a group (11 individuals)(12)
|
| | | | 11,255,983 | | | | | | 28.7% | | |
Participants
|
| |
Shares of
Common Stock |
| |
Shares
Underlying Pre-Funded Warrants |
| |
Shares
Underlying Accompanying Warrants |
| |
Aggregate
Value |
| ||||||||||||
Holders of More than 5%(1) | | | | | | | | | | | | | | | | | | | | | | | | | |
Armistice Capital Master Fund Ltd.
|
| | | | 3,054,609 | | | | | | 5,565,027 | | | | | | 8,619,636 | | | | | $ | 24,999,999.01 | | |