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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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BioXcel Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 per share (Title of Class of Securities) |
09075P105 (CUSIP Number) |
11/25/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 09075P105 |
| 1 | Names of Reporting Persons
Oaktree Fund Advisors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
822,944.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage of class is calculated based on 49,628,948 shares of Common Stock outstanding on December 17, 2024, based on information received from the Issuer, as increased by the 2,724,075 shares of Common Stock issuable upon exercise of the Warrants reported herein.
SCHEDULE 13G
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| CUSIP No. | 09075P105 |
| 1 | Names of Reporting Persons
OAKTREE CAPITAL MANAGEMENT LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,901,131.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percentage of class is calculated based on 49,628,948 shares of Common Stock outstanding on December 17, 2024, based on information received from the Issuer, as increased by the 2,724,075 shares of Common Stock issuable upon exercise of the Warrants reported herein.
SCHEDULE 13G
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| CUSIP No. | 09075P105 |
| 1 | Names of Reporting Persons
Oaktree Capital Group Holdings GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,724,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage of class is calculated based on 49,628,948 shares of Common Stock outstanding on December 17, 2024, based on information received from the Issuer, as increased by the 2,724,075 shares of Common Stock issuable upon exercise of the Warrants reported herein.
SCHEDULE 13G
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| CUSIP No. | 09075P105 |
| 1 | Names of Reporting Persons
Oaktree Capital Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,724,075.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage of class is calculated based on 49,628,948 shares of Common Stock outstanding on December 17, 2024, based on information received from the Issuer, as increased by the 2,724,075 shares of Common Stock issuable upon exercise of the Warrants reported herein.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BioXcel Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
555 Long Wharf Drive, New Haven, Connecticut, 06511 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons:
i) Oaktree Fund Advisors, LLC (OFA);
ii) Oaktree Capital Management LP (OCM);
iii) Oaktree Capital Holdings, LLC (OCH);
iv) Oaktree Capital Group Holdings GP, LLC (OCGH GP). | |
| (b) | Address or principal business office or, if none, residence:
333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share | |
| (e) | CUSIP No.:
09075P105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
2,724,075 | |
| (b) | Percent of class:
5.2 %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page.
The reported securities represent 2,724,075 shares of Common Stock acquirable upon exercise of an equivalent number of warrants each to acquire one share of Common Stock (Warrants) beneficially owned by the Reporting Persons. In this regard, 1,901,131 Warrants are directly held by funds and accounts managed by OCM and 822,944 Warrants are directly held by funds and accounts managed by OFA, as set forth in Exhibit 99.2 of this Schedule 13G. Each of OCM and OFA are indirectly managed by OCH, and OCGH GP, as holder of the Class B Units of OCH, has ultimate investment control over the reported securities. The filing of this statement shall not be deemed an admission of beneficial ownership, for purposes of Schedule 13(d) or otherwise, by any of the Reporting Persons or entities listed on Schedule 99.2. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page and response to Item (ii) of this Item 4(c). | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated as of December 18, 2024
Exhibit 99.2 Schedule of Direct Warrant Holders |