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WHEN
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| | January 28, 2025 at 9:00 a.m. local time | |
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WHERE
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| | The Special Meeting will be held virtually via live webcast at www.virtualshareholdermeeting.com/BTAI2025SM. | |
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PURPOSE OF MEETING AND AGENDA
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At the Special Meeting, stockholders will vote:
1.
to approve an amendment to our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”) to effect a reverse split of our outstanding common stock at a ratio in the range of 1-for-5 to 1-for-30 to be determined at the discretion of our Board of Directors, whereby each outstanding 5 to 30 shares would be combined, converted and changed into 1 share of our common stock, to enable the Company to comply with the Nasdaq Stock Market’s continued listing requirements (the “Reverse Stock Split Proposal”); and
2.
to authorize one or more adjournments of the special meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 1 described above (the “Adjournment Proposal”).
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WHO CAN VOTE
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| | Stockholders of record at the close of business on December 17, 2024. For ten days prior to the meeting, a complete list of stockholders will be available during regular business hours at our principal executive office, 555 Long Wharf Drive, New Haven, CT 06511. A stockholder may examine the list for any legally valid purpose related to the meeting. | |
| VOTING | | | Your vote is very important. Please submit your proxy or voting instructions as soon as possible, whether or not you plan to attend the Special Meeting. | |
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ADMISSION TO THE SPECIAL MEETING
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| | All of our stockholders are invited to attend the Special Meeting. To attend and participate in the Special Meeting, you will need the 16-digit control number included in the instructions that accompanied your proxy materials. | |
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| | | | 4 | | | |
| | | | 12 | | | |
| | | | 13 | | | |
| | | | 15 | | | |
| | | | 17 | | | |
| | | | A-1 | | |
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Pre-Reverse
Split |
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1-for-5
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1-for-15
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1-for-25
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1-for-30
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Number of authorized shares of Common Stock
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| | | | 200,000,000 | | | | | | 200,000,000 | | | | | | 200,000,000 | | | | | | 200,000,000 | | | | | | 200,000,000 | | |
Number of outstanding shares of Common Stock
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| | | | 48,348,364 | | | | | | 9,669,672 | | | | | | 3,223,224 | | | | | | 1,933,934 | | | | | | 1,611,612 | | |
Number of shares of Common Stock
issuable upon exercise of outstanding stock options |
| | | | 4,970,198 | | | | | | 994,039 | | | | | | 331,346 | | | | | | 198,807 | | | | | | 165,673 | | |
Number of shares of Common Stock
issuable upon exercise of outstanding warrants |
| | | | 37,667,786 | | | | | | 7,533,557 | | | | | | 2,511,185 | | | | | | 1,506,711 | | | | | | 1,255,592 | | |
Number of shares of Common Stock issuable upon settlement of outstanding restricted stock units
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| | | | 419,905 | | | | | | 83,981 | | | | | | 27,993 | | | | | | 16,796 | | | | | | 13,996 | | |
Number of shares of Common Stock issuable upon settlement of outstanding performance units
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| | | | 1,112,000 | | | | | | 222,400 | | | | | | 74,133 | | | | | | 44,480 | | | | | | 37,066 | | |
Number of shares of Common Stock
reserved for issuance in connection with future awards under the Company’s 2020 Incentive Award Plan and 2020 Employee Stock Purchase Plan |
| | | | 1,872,513 | | | | | | 374,502 | | | | | | 124,834 | | | | | | 74,900 | | | | | | 62,417 | | |
Number of shares of Common Stock authorized, but unissued and unreserved
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| | | | 105,609,234 | | | | | | 181,121,849 | | | | | | 193,707,285 | | | | | | 196,224,372 | | | | | | 196,853,644 | | |
Name and address of beneficial owner
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Number of
shares of Common Stock beneficially owned |
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Percentage of
Common Stock beneficially owned(1) |
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Greater than 5% Stockholders: | | | | | | | | | | | | | |
BioXcel LLC(2)
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| | | | 7,685,501 | | | | | | 15.9% | | |
Armistice Capital Master Fund Ltd.(3)
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| | | | 4,830,001 | | | | | | 9.99% | | |
Oaktree Capital Management, L.P.(4)
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| | | | 2,724,075 | | | | | | 5.3% | | |
Q Boost Holding LLC(5)
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| | | | 2,724,075 | | | | | | 5.3% | | |
Directors and Named Executive Officers: | | | | | | | | | | | | | |
Vimal Mehta, Ph.D.(2)(6)
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| | | | 8,916,977 | | | | | | 18.0% | | |
Javier Rodriguez(7)
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| | | | 103,015 | | | | | | * | | |
Matthew Wiley(8)
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| | | | 89,176 | | | | | | * | | |
June Bray(9)
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| | | | 63,167 | | | | | | * | | |
Sandeep Laumas, M.D.(10)
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| | | | 207,388 | | | | | | * | | |
Michael Miller(11)
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| | | | 36,998 | | | | | | * | | |
Peter Mueller, Ph.D.(12)
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| | | | 459,392 | | | | | | * | | |
Michal Votruba, M.D.(13)
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| | | | 267,575 | | | | | | * | | |
David Mack(14)
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| | | | 81,267 | | | | | | * | | |
All Current Directors and Officers as a Group (11 persons)(15)
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| | | | 10,789,066 | | | | | | 21.2% | | |
| | | | BIOXCEL THERAPEUTICS, INC. | | | | |
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By:
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Name:
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Title:
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