0001558370-21-002916 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2020	Mar. 01, 2021	Jun. 30, 2020
Document and Entity Information
Document Type	10-K
Document Period End Date	Dec. 31, 2020
Entity Registrant Name	BioXcel Therapeutics, Inc.
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	BTAI
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
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
ICFR Auditor Attestation Flag	false
Entity Shell Company	false
Entity Public Float			$ 564,815,666
Entity Common Stock, Shares Outstanding		24,572,962
Entity Central Index Key	0001720893
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	FY
Amendment Flag	false

BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 213,119	$ 32,426
Prepaid expenses and other current assets	3,946	1,681
Total current assets	217,065	34,107
Property and equipment, net	1,273	1,041
Operating lease right-of-use asset	1,511	1,193
Other assets	87	51
Total assets	219,936	36,392
Current liabilities
Accounts payable	3,979	4,953
Accrued expenses	7,469	3,120
Due to Parent	157	64
Other current liabilities	237	331
Total current liabilities	11,842	8,468
Long-term portion of operating lease liability	1,398	1,029
Total liabilities	13,240	9,497
Commitments and contingencies (Note 13)
Stockholders' equity
Common stock, $0.001 par value, 50,000 shares authorized; 24,417 and 18,087 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively	24	18
Additional paid-in-capital	345,529	83,565
Accumulated deficit	(138,857)	(56,688)
Total stockholders' equity	206,696	26,895
Total liabilities and stockholders' equity	$ 219,936	$ 36,392

BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2020	Dec. 31, 2019
BALANCE SHEETS
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000	50,000
Common stock, shares issued (in shares)	24,417	18,087
Common stock, shares outstanding (in shares)	24,417	18,087

STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating expenses
Research and development	$ 57,995	$ 25,797
General and administrative	24,302	7,804
Total operating expenses	82,297	33,601
Loss from operations	(82,297)	(33,601)
Other income (expense)
Dividend and interest income	155	653
Interest expense	(27)	(20)
Net loss	$ (82,169)	$ (32,968)
Net loss per share - basic and diluted	$ (3.79)	$ (2.02)
Weighted average shares outstanding - basic and diluted	21,683	16,289

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, 2018	$ 16	$ 62,593	$ (23,720)	$ 38,889
Beginning Balance (in shares) at Dec. 31, 2018	15,663
Issuance of common stock, net of issuance costs	$ 2	17,808		17,810
Issuance of common stock, net of issuance costs (in shares)	2,369
Stock-based compensation		3,142		3,142
Exercise of stock options		22		22
Exercise of stock options (in shares)	55
Net loss			(32,968)	(32,968)
Ending Balance at Dec. 31, 2019	$ 18	83,565	(56,688)	$ 26,895
Ending Balance (in shares) at Dec. 31, 2019	18,087			18,087
Issuance of common stock, net of issuance costs	$ 6	255,779		$ 255,785
Issuance of common stock, net of issuance costs (in shares)	6,300
Purchase and cancellation of shares from BioXcel Corporation		(9,024)		(9,024)
Purchase and cancellation of shares from BioXcel Corporation (in shares)	(300)
Stock-based compensation		14,611		14,611
Exercise of stock options		598		598
Exercise of stock options (in shares)	330
Net loss			(82,169)	(82,169)
Ending Balance at Dec. 31, 2020	$ 24	$ 345,529	$ (138,857)	$ 206,696
Ending Balance (in shares) at Dec. 31, 2020	24,417			24,417

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	1 Months Ended			12 Months Ended
	Jul. 31, 2020	Feb. 29, 2020	Sep. 30, 2019	Dec. 31, 2020	Dec. 31, 2019
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Issuance costs paid	$ 13,026	$ 4,789	$ 1,577	$ 17,815	$ 1,991

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (82,169)	$ (32,968)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization	188	156
Stock-based compensation expense	14,611	3,142
Changes in operating assets and liabilities:
Prepaid expenses, other assets and right of use assets	(2,013)	(1,190)
Accounts payable, accrued expenses, lease liabilities and other liabilities	3,033	3,759
Net cash used in operating activities	(66,350)	(27,101)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and leasehold improvements	(316)	(870)
Net cash used in investing activities	(316)	(870)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of issuance costs	255,785	17,810
Purchase and cancellation of shares from BioXcel Corporation	(9,024)
Exercise of options	598	22
Net cash provided by financing activities	247,359	17,832
Net increase (decrease) in cash and cash equivalents	180,693	(10,139)
Cash and cash equivalents, beginning of the period	32,426	42,565
Cash and cash equivalents, end of the period	213,119	32,426
Supplemental cash flow information:
Interest paid	27	62
Purchases of equipment and leasehold improvements in accounts payable and accrued expense	104
Operating right of use lease assets obtained in exchange for operating lease liabilities	$ 606
Operating lease right of use asset and liability (non-cash adoption balances)		$ 1,308

Nature of the Business	12 Months Ended
Nature of the Business	Dec. 31, 2020
Nature of the Business
Nature of the Business	Note 1. Nature of the Business BioXcel Therapeutics, Inc. is a clinical stage biopharmaceutical company focused on drug development that utilizes artificial intelligence 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, sublingual thin film formulation of the adrenergic receptor agonist dexmedetomidine (“Dex”), for the treatment of agitation and opioid withdrawal symptoms, and BXCL701, an orally administered, systemic innate immune activator for the treatment of aggressive forms 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” or “Parent” refer to BioXcel LLC and, its predecessor, BioXcel Corporation. The Company is a minority-owned subsidiary of BioXcel and was incorporated under the laws of the State of Delaware on March 29, 2017. The Company’s principal office is in New Haven, Connecticut. The Company incurred losses of $82,169 and $32,968 for the years ended December 31, 2020 and 2019, respectively. The Company had an accumulated deficit of $138,857 as of December 31, 2020. The Company has funded its operations primarily through the sale of equity securities. Certain reclassifications have been made to the prior year financial information to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. Impact of COVID-19 Pandemic In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of coronavirus, a global pandemic. This outbreak has caused and is continuing to cause major disruptions to businesses and financial markets worldwide. This may affect the Company’s operations and those of third parties on which the Company relies, including causing disruptions in the supply of the Company’s product candidates and the conduct of current and planned preclinical and clinical studies. The Company may need to limit its operations and may experience limitations in employee resources. There are risks that the COVID-19 pandemic may be more difficult to contain than currently anticipated in which case the risks described herein could increase significantly. The extent to which the COVID-19 pandemic impacts the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Additionally, while the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the coronavirus on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity, and the Company’s ability to complete its preclinical and clinical studies on a timely basis, or at all. The ultimate impact of COVID-19 is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing, preclinical and clinical trial activities or the global economy as a whole. However, these effects could have a material, adverse impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which the Company relies.

Basis of Presentation	12 Months Ended
Basis of Presentation	Dec. 31, 2020
Basis of Presentation
Basis of Presentation	Note 2. Basis of Presentation The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”).

Summary of Significant Accounting Policies	12 Months Ended
Summary of Significant Accounting Policies	Dec. 31, 2020
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies Use of Estimates The Company’s financial statements are prepared in accordance with GAAP. The preparation of the Company’s financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in its financial statements and the accompanying notes. 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 December 31, 2020, and 2019, 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. 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 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 include income (loss) from operations. The Company follows the guidance provided by FASB ASC Topic 360‑10, Property, Plant, and Equipment. 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. 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 market values for all share-based awards made to employees and directors, including stock options. The Company’s 2017 Equity Incentive Plan became effective in August 2017. The Company’s 2020 Stock Plan became effective in May 2020. Following the effective date of the Company's 2020 Stock 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. Both BioXcel and the Company’s stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of stock option awards was determined using the Black-Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they were not publicly traded. Stock awards granted by the Company subsequent to the IPO are valued using market prices at the date of grant. The Company adopted FASB ASU 2018-07 as of January 1, 2019 which allowed non-employee options to be expensed using the adoption date fair value. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Black-Scholes option-pricing model was used as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the award is recognized as an expense in the statement of operations over the requisite service period. The periodic expense is then determined based on the valuation of the options. 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 and 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 as a result of the 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. Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred as general and administrative costs as recoverability of such expenditures is uncertain. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, “Fair Value Measurements and Disclosures” 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. 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 common stock outstanding. Diluted EPS is calculated by adjusting weighted average common shares outstanding for the dilutive effect of common stock options and warrants. 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 In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic: 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU No. 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Key provisions include (i) the removal of separation models in ASC 470-20 for convertible instruments; (ii) expanded disclosures about the terms and features of convertible instruments; (iii) removed certain conditions for equity classification; and (iv) updated earnings per share calculation with respects to convertible instruments, share settlement presumption, down round features and the earnings per share denominator. ASU No. 2020-06 is effective for annual and interim reporting periods beginning after December 15, 2021, and the guidance is to be applied using the full or modified retrospective approach. Earlier adoption is permitted for annual and interim reporting periods beginning after December 15, 2020. The Company does not expect that the adoption of ASU No. 2020-06 new guidance will have a material impact on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) 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 is effective for fiscal years beginning after December 15, 2020. The Company does not expect that the adoption of ASU No. 2019-12 will have a material impact on the Company’s financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. We adopted this standard effective January 1, 2020 on a prospective basis. ASU No. 2018-15 requires that certain implementation costs for cloud computing arrangements are capitalized and amortized over the term of associated hosted cloud computing arrangement service and that capitalized implementation costs are classified in prepaid expenses and other assets. ASO No. 2018-15 also provides classification guidance on these implementation costs as well as additional quantitative and qualitative disclosures. The adoption of ASU No. 2018-15 did not have an effect on the Company’s financial statements.

Financing Activities	12 Months Ended
Financing Activities	Dec. 31, 2020
Financing Activities
Financing Activities	Note 4. Financing Activities In May 2019, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which the Company could offer and sell shares of its common stock, par value $0.001 per share (the “Common Stock”), having an initial offering price no greater than $20.0 million (the “Shares”), from time to time, through an “at the market offering” program under which Jefferies will act as sales agent. The Company sold 66 shares under the Sale Agreement for proceeds of $387, net of issuance costs of $350. The Sale Agreement was terminated by the Company on September 22, 2019. In September 2019, the Company entered into an underwriting agreement with several underwriters in connection with the issuance and sale by the Company in a public offering of 2,303 shares of the Company’s common stock at a public offering price of $8.25 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-230674) and a related prospectus supplement filed with the SEC (the “September 2019 Offering”). The September 2019 Offering closed on September 30, 2019. The Company received proceeds of approximately $17,423, net of issuance costs of $1,577 from the September 2019 Offering. In February 2020, the Company sold in a registered offering 2,300 shares of its common stock at a public offering price of $32.00 per share. The Company received proceeds of $68,811, net of issuance costs of $4,789. The Company used $9,024 of the proceeds to purchase and cancel 300 shares of common stock from BioXcel. In July 2020, the Company sold in a registered offering 4,000 shares of its common stock at a public offering price of $50.00. The Company received proceeds of approximately $186,974, net of issuance costs of $13,026. Under the terms of the Underwriting Agreement entered into by the Company in connection with the July 2020 offering, certain stockholders of the Company granted the underwriters an option exercisable for thirty days to purchase up to an additional 600 shares of common stock at the public offering price less underwriting discounts and commissions, which was not exercised. The Company intends to use the net proceeds of the offering to fund ongoing clinical trials, commercialization preparation and for general corporate purposes.

Transactions with BioXcel	12 Months Ended
Transactions with BioXcel	Dec. 31, 2020
Transactions with BioXcel
Transactions with BioXcel	Note 5. Transactions with BioXcel The Company has entered into the Amended and Restated Asset Contribution Agreement, pursuant to which BioXcel agreed to contribute BioXcel’s rights, title and interest in BXCL501, BXCL701, BXCL502 and BXCL702, and all of the assets and liabilities associated in consideration for (i) 9,480 shares of our common stock, (ii) $1,000 upon completion of an initial public offering, (iii) $500 upon the later of the 12 month anniversary of an initial public offering and the first dosing of a patient in the bridging bioavailability/ bioequivalence study for the BXCL501 program, (iv) $500 upon the later of the 12 month anniversary of an initial public offering and the first dosing of a patient in the Phase 2 proof of concept open label monotherapy or combination trial with Keytruda for the BXCL701 program and (v) a one-time payment of $5,000 within 60 days after the achievement of $50,000 in cumulative net sales of any product or combination of products resulting from the development and commercialization of any one of the Candidates or a product derived therefrom. Upon the completion of the Company’s IPO in March 2018, $1,000 was charged to Research and Development costs in connection with (ii) above and was paid on April 5, 2018. The Company paid $500 to BioXcel in connection with (iii) above in April 2019. In July 2019, the Company completed the first dosing of a patient in the combination trial of BXCL701 with Keytruda, and as a result the Company paid $500 to BioXcel in connection with (iv) above in July 2019. The Company entered into a Separation and Shared Services Agreement with BioXcel that took effect on June 30, 2017, as amended and restated, or the Services Agreement, pursuit to which services provided by BioXcel through its subsidiaries in India and the United States will continue indefinitely, as agreed upon by the parties. These services are primarily for drug discovery, chemical, manufacturing and controls cost, and administrative support. Service charges recorded under this agreement were $1,262 and $862 for the years ended December 31, 2020 and 2019, respectively. Under the Services Agreement, the Company has an option, exercisable until March 12, 2023, to enter into a collaborative services agreement with BioXcel pursuant to which BioXcel 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 reflecting a low, single-digit royalty on net sales and reasonable development and commercialization milestone payments, provided that (i) development milestones shall not exceed $10 million in the aggregate and not be payable prior to proof of concept in humans and (ii) commercialization milestones shall be based on reaching annual net sales levels, be limited to 3% of the applicable net sales level, and not exceed $30 million in the aggregate. BioXcel shall continue to make such product identification and related services available to us at least September 30, 2024. The Company paid $9,024 in February 2020 for the purchase and subsequent cancellation of 300 shares owned by BioXcel.

Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2020

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Note 6. 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 common stock outstanding. Diluted EPS is calculated by adjusting weighted average common shares outstanding for the dilutive effect of common stock options and warrants. 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. The calculations of basic and diluted net loss per share are as follows (in thousands, except per share amounts):


	Year Ended
	December 31,
	2020		2019
Net loss (numerator)	$	(82,169)	$	(32,968)
Weighted-average share, in thousands (denominator)		21,683		16,289
Basic and diluted net loss per share	$	(3.79)	$	(2.02)

Property and Equipment, net

12 Months Ended

Dec. 31, 2020

Property & Equipment

Property & Equipment

Note 7. Property and Equipment, net

A summary of property and equipment is as follows:


	December 31,		December 31,
	2020		2019
Computers and related equipment	$	260	$	229
Furniture		369		344
Leasehold improvements		650		642
Work in Process		356		—
		1,635		1,215
Accumulated depreciation		(362)		(174)
	$	1,273	$	1,041

Depreciation expense was $188 and $155 for the years ended December 31, 2020 and 2019, respectively.

Accrued Expenses

12 Months Ended

Dec. 31, 2020

Accrued Expenses

Accrued Expenses

Note 8. Accrued Expenses

Accrued expenses consist of the following:


	December 31, 2020		December 31, 2019

Research and development expenses	$	3,264	$	1,215
Accrued compensation and benefits		2,066		1,570
Accrued professional expenses		1,288		266
Accrued taxes		697		-
Other accrued expenses		154		69
	$	7,469	$	3,120

Capital Structure	12 Months Ended
Capital Structure	Dec. 31, 2020
Capital Structure
Capital Structure	Note 9. Capital Structure Authorized Capital The Company is authorized to issue up to 10,000 preferred shares with a par value of $0.001 per share of which no shares were issued and outstanding as of December 31, 2020 and 2019. The Company is authorized to issue up to 50,000 shares of common stock with a par value of $0.001 per share. The Company had 24,417 and 18,087 shares of common stock outstanding as of December 31, 2020 and December 31, 2019, respectively. Description of Common Stock Each share of common stock has the right to one vote. The holders of common stock are entitled to dividends when funds are legally available and when declared by the board of directors.

Stock-Based Compensation

12 Months Ended

Dec. 31, 2020

Stock-Based Compensation

Stock-Based Compensation

Note 10. Stock-Based Compensation

2017 Equity Incentive Plan

The Company’s 2017 Equity Incentive Plan (the “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 Incentive Award Plan (the “2020 Plan”) was approved and became effective at the Company’s 2020 annual meeting of Shareholders 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 as of immediately prior to the approval of the 2020 Plan by the Company’s shareholders. Any shares of Common Stock which, as of 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 is determined by the Board of Directors. On January 1, 2021, the shares available for issuance under the 2020 Plan increased by 977 shares.

Options 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 December 31, 2020, there were 158 shares available to be granted under the 2020 Plan.

A summary of the status of the Company’s stock option activity for the year ended December 31, 2020 is presented below (in thousands, except per share amounts):



	Number	Weighted Average
	of	Exercise
	Shares	Price per Share
Outstanding as of January 1, 2020	3,058	$	3.26
Granted	1,149	$	46.26
Forfeited	(63)	$	12.37
Cancelled	(1)	$	9.20
Exercises	(345)	$	2.82
Outstanding as of December 31, 2020	3,798	$	16.15

Options vested and exercisable as of December 31, 2020	2,275	$	2.69

As of December 31, 2020, the intrinsic value of options outstanding was $117,298. 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.

The total intrinsic value of stock options exercised for the years ended December 31, 2020 and 2019 was $11,629 and $565, respectively.

The weighted average grant date fair value of options granted in 2020 and 2019 was $32.71 and $9.68, respectively.

The weighted average grant date fair value of options vested at December 31, 2020 was $2.61.

The weighted average remaining contractual life is 6.9 years for options exercisable.

Stock-Based Compensation

The fair value of options granted during the years ended December 31, 2020 and 2019 was estimated using the Black-Scholes option-pricing model with the following assumptions.


	For the						For the
	Year Ended						Year Ended
	December 31, 2020						December 31, 2019
Expected Term		5.50	years	-	6.25	years	5.50	years	-	6.25	years
Expected stock price volatility		79.02	%	-	86.71	%	78.53	%	-	79.42	%
Risk-free rate of interest		0.33	%	-	2.34	%	1.54	%	-	2.50	%
Expected dividend		0.0	%	-	0.0	%	0.0	%	-	0.0	%

Prior to the Company’s IPO, it did not have a history of market prices of its common stock and, as such, volatility is estimated using historical volatilities of similar public companies. 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 based on the United States Treasury yield curve in effect at the time of grant, with maturities approximating the expected term of the stock options.

The Company recognized stock-based compensation expense of $14,590 and $3,070 for the years ended December 31, 2020 and 2019, respectively.

Unrecognized compensation expense related to unvested awards as of December 31, 2020 was $24,599 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 1.7 years.

BioXcel Charges

BioXcel has granted stock options to Company employees under its own Equity Incentive Plan (“BioXcel Plan”). Stock-based compensation expense from the BioXcel Plan is allocated to the Company over the period over which those stock option awards vest and are based the on the percentage of time spent on Company activities compared to BioXcel activities. The BioXcel stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of these BioXcel stock option awards was determined using the Black Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded.

Stock-based compensation expense, net of forfeitures, recognized by the Company in its statements of operations related to BioXcel equity awards totaled approximately $21 and $72 for the years ended December 31, 2020 and 2019, respectively.

Total stock-based compensation charges were approximately $14,611 and $3,142 for the years ended December 31, 2020 and 2019, respectively. The Company charged $6,020 and $8,591 to research and development and general and administrative expense for the year ended December 31, 2020, respectively. The Company charged $1,791 and 1,351 to research and development and general and administrative expense for the year ended December 31, 2019, respectively.

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 Shareholders 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. 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 market value of a share on the first trading day or on the last trading day of the applicable offering period, whichever is lower. On January 1, 2021, the shares available for issuance under the 2020 ESPP increased by 244 shares. To date, no shares have been sold under the ESPP.

Leases

12 Months Ended

Dec. 31, 2020

Leases

Leases

Note 11. Leases

In August 2018, the Company entered into an agreement to lease approximately 11,040 square feet of space on the 12th floor of the building located at 555 Long Wharf Drive, New Haven, Connecticut (the “12th Floor Lease) which was effective February 22, 2019. The 12th Floor Lease expires in February 2026.

In August 2020, the Company entered into an amendment to the 12th Floor Lease wherein the Company leased an additional 7,245 square feet of space on the 12th floor of the building located at 555 Long Wharf Drive, New Haven, Connecticut (the “12th Floor Lease Amendment”). The 12th Floor Lease Amendment expires in February 2026.

The future minimum annual lease payments under these operating leases as of December 31, 2020 are as follows:


Year ending December 31,	Amount
2021		314
2022		363
2023		372
2024		381
2025		391
Thereafter		64
Total lease payments		1,885
Less imputed interest		(250)
Total lease liability		1,635
Less current portion of lease liability		(237)
Long-term portion operating lease liability	$	1,398

The current portion of the Company’s operating lease liability of $237 as of December 31, 2020 is included in other current liabilities on the balance sheet.

The Company recorded lease expense related to its operating lease right-of-use asset of $345 and $155 for the years ended December 31, 2020 and 2019, respectively.

The Company has an option to renew the 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.

Commitments and Contingencies	12 Months Ended
Commitments and Contingencies	Dec. 31, 2020
Commitments and Contingencies
Commitments and Contingencies	Note 12. 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 December 31, 2020, there were no matters which would have a material impact on the Company’s financial results.

Income Taxes

12 Months Ended

Dec. 31, 2020

Income Taxes

Income Taxes

Note 13. Income Taxes

There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The reported amount of income tax expense for the years differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in valuation allowance.

Pursuant to incorporation of the Company as a C corporation on March 29, 2017, BioXcel became the sole owner of the Company, and contributed certain assets to the Company in a tax free transaction. From the date of incorporation, the Company is a standalone C corporation subject to corporate income tax and the deferred taxes of the Company have been calculated accordingly.

The significant components of the Company’s net deferred tax assets at December 31, 2020 and 2019 are shown below. In determining the realizability of the Company’s net deferred tax asset, the Company considered numerous factors, including historical profitability, estimated future taxable income, and the industry in which it operates. Based on this information the Company has provided a valuation allowance for the full amount of its net deferred tax asset because the Company has determined that it is more likely than not that it will not be realized.


	2020		2019
Federal net operating losses	$	8,547	$	3,445
State net operating losses		2,411		972
Stock based compensation		3,998		860
Federal and state tax credits		4,895		1,254
Capitalized research and development costs		21,249		8,288
Accrued expense		599		419
Depreciation		(11)		3
Lease Accounting - ROU		(407)		(310)
Lease Accounting - Liability		440		321
		41,721		15,252
Less: valuation allowance		(41,721)		(15,252)
Net deferred tax assets	$	—	$	—

A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2020 and 2019 are as follows:


	2020		2019
Federal statutory rate	21.0	%	21.0	%
Stock based compensation	0.9	%	(1.4)	%
Federal and state credits	3.7	%	2.7	%
State taxes	6.8	%	5.0	%
Other	(0.2)		—
Valuation allowance	(32.2)	%	(27.3)	%
	—	%	0.0	%

At December 31, 2020, the Company had approximately $40,700 of gross federal and $40,700 of gross state net operating loss carry-forwards. If not utilized, the federal and state net operating loss carry-forwards will begin to expire in 2037. The federal net operating loss of 38,100 incurred after December 31, 2017 will be carried forward indefinitely. The utilization of such net operating loss carry-forwards and realization of tax benefits in future years depends predominantly upon having taxable income. The Company also has approximately $4,324 of federal research and development credits which will begin to expire in 2037 if not utilized. Our NOLs or credits may also be impaired under state law.

On March 27, 2020, the Coronavirus Aid Relief and Economic Security (“CARES”) Act was signed into law. The Act contains several new or changed income tax provisions, including but not limited to the following: increased limitation threshold for determining deductible interest expense, class life changes to qualified improvements (in general, from 39 years to 15 years) and the ability to carry back net operating losses incurred from tax years 2018 through 2020 up to the five preceding tax years. Most of these provisions are either not applicable or have no material effect on the Company.

Utilization of the net operating loss, or NOL, and research tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that has occurred or that could occur in the future, as required by Section 382 of the Code, as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and research tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. Furthermore, under the Tax Cuts and Jobs Act of 2017 and modified by the CARES Act signed on March 27, 2020, although the treatment of NOLs arising on or before December 31, 2017 has generally not changed, NOLs arising on or after January 1, 2018 and beyond may only be used to offset 80% of taxable income for tax years beginning after December 31, 2020. This change may require us to pay federal income taxes in future years despite generating a loss for federal income tax purposes in prior years.

Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2020 there were no uncertain positions. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision. The Company's U.S. federal and state net operating losses have occurred since its inception in 2017 and as such, tax years subject to potential tax examination could apply from that date because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Summary of Significant Accounting Policies (Policies)	12 Months Ended
Summary of Significant Accounting Policies (Policies)	Dec. 31, 2020
Summary of Significant Accounting Policies
Basis of Presentation	The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”).
Use of Estimates	Use of Estimates The Company’s financial statements are prepared in accordance with GAAP. The preparation of the Company’s financial statements requires it to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in its financial statements and the accompanying notes. 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	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 December 31, 2020, and 2019, 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.
Property and Equipment	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 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 include income (loss) from operations. The Company follows the guidance provided by FASB ASC Topic 360‑10, Property, Plant, and Equipment. 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.
Stock-Based Compensation	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 market values for all share-based awards made to employees and directors, including stock options. The Company’s 2017 Equity Incentive Plan became effective in August 2017. The Company’s 2020 Stock Plan became effective in May 2020. Following the effective date of the Company's 2020 Stock 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. Both BioXcel and the Company’s stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of stock option awards was determined using the Black-Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they were not publicly traded. Stock awards granted by the Company subsequent to the IPO are valued using market prices at the date of grant. The Company adopted FASB ASU 2018-07 as of January 1, 2019 which allowed non-employee options to be expensed using the adoption date fair value. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Black-Scholes option-pricing model was used as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the award is recognized as an expense in the statement of operations over the requisite service period. The periodic expense is then determined based on the valuation of the options. 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 Costs Research and development expenses include wages, benefits, facilities, supplies, external services, clinical study and 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 as a result of the 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.
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are expensed as incurred as general and administrative costs as recoverability of such expenditures is uncertain.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies the provisions of ASC 820, “Fair Value Measurements and Disclosures” 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.
Earnings (Loss) per Share	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 common stock outstanding. Diluted EPS is calculated by adjusting weighted average common shares outstanding for the dilutive effect of common stock options and warrants. 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	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	Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic: 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”). ASU No. 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. Key provisions include (i) the removal of separation models in ASC 470-20 for convertible instruments; (ii) expanded disclosures about the terms and features of convertible instruments; (iii) removed certain conditions for equity classification; and (iv) updated earnings per share calculation with respects to convertible instruments, share settlement presumption, down round features and the earnings per share denominator. ASU No. 2020-06 is effective for annual and interim reporting periods beginning after December 15, 2021, and the guidance is to be applied using the full or modified retrospective approach. Earlier adoption is permitted for annual and interim reporting periods beginning after December 15, 2020. The Company does not expect that the adoption of ASU No. 2020-06 new guidance will have a material impact on the Company’s financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) 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 is effective for fiscal years beginning after December 15, 2020. The Company does not expect that the adoption of ASU No. 2019-12 will have a material impact on the Company’s financial statements. In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. We adopted this standard effective January 1, 2020 on a prospective basis. ASU No. 2018-15 requires that certain implementation costs for cloud computing arrangements are capitalized and amortized over the term of associated hosted cloud computing arrangement service and that capitalized implementation costs are classified in prepaid expenses and other assets. ASO No. 2018-15 also provides classification guidance on these implementation costs as well as additional quantitative and qualitative disclosures. The adoption of ASU No. 2018-15 did not have an effect on the Company’s financial statements

Summary of Significant Accounting Policies (Tables)	12 Months Ended
Summary of Significant Accounting Policies (Tables)	Dec. 31, 2020
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

Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2020

Earnings (Loss) Per Share

Schedule of earnings (loss) per share

The calculations of basic and diluted net loss per share are as follows (in thousands, except per share amounts):


	Year Ended
	December 31,
	2020		2019
Net loss (numerator)	$	(82,169)	$	(32,968)
Weighted-average share, in thousands (denominator)		21,683		16,289
Basic and diluted net loss per share	$	(3.79)	$	(2.02)

Property and Equipment, net (Tables)

12 Months Ended

Dec. 31, 2020

Property & Equipment

Schedule of Property and Equipment, net


	December 31,		December 31,
	2020		2019
Computers and related equipment	$	260	$	229
Furniture		369		344
Leasehold improvements		650		642
Work in Process		356		—
		1,635		1,215
Accumulated depreciation		(362)		(174)
	$	1,273	$	1,041

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2020

Accrued Expenses

Schedule of accrued expenses


	December 31, 2020		December 31, 2019

Research and development expenses	$	3,264	$	1,215
Accrued compensation and benefits		2,066		1,570
Accrued professional expenses		1,288		266
Accrued taxes		697		-
Other accrued expenses		154		69
	$	7,469	$	3,120

Stock-Based Compensation (Tables)

12 Months Ended

Dec. 31, 2020

Stock-Based Compensation

Schedule of Stock Option Activity



	Number	Weighted Average
	of	Exercise
	Shares	Price per Share
Outstanding as of January 1, 2020	3,058	$	3.26
Granted	1,149	$	46.26
Forfeited	(63)	$	12.37
Cancelled	(1)	$	9.20
Exercises	(345)	$	2.82
Outstanding as of December 31, 2020	3,798	$	16.15

Options vested and exercisable as of December 31, 2020	2,275	$	2.69

Schedule of Valuation Assumptions


	For the						For the
	Year Ended						Year Ended
	December 31, 2020						December 31, 2019
Expected Term		5.50	years	-	6.25	years	5.50	years	-	6.25	years
Expected stock price volatility		79.02	%	-	86.71	%	78.53	%	-	79.42	%
Risk-free rate of interest		0.33	%	-	2.34	%	1.54	%	-	2.50	%
Expected dividend		0.0	%	-	0.0	%	0.0	%	-	0.0	%

Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases

Summary of maturities of the operating lease liability


Year ending December 31,	Amount
2021		314
2022		363
2023		372
2024		381
2025		391
Thereafter		64
Total lease payments		1,885
Less imputed interest		(250)
Total lease liability		1,635
Less current portion of lease liability		(237)
Long-term portion operating lease liability	$	1,398

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Taxes

Schedule of net deferred tax assets


	2020		2019
Federal net operating losses	$	8,547	$	3,445
State net operating losses		2,411		972
Stock based compensation		3,998		860
Federal and state tax credits		4,895		1,254
Capitalized research and development costs		21,249		8,288
Accrued expense		599		419
Depreciation		(11)		3
Lease Accounting - ROU		(407)		(310)
Lease Accounting - Liability		440		321
		41,721		15,252
Less: valuation allowance		(41,721)		(15,252)
Net deferred tax assets	$	—	$	—

Schedule of reconciliation between the effective tax rate and the federal statutory rate


	2020		2019
Federal statutory rate	21.0	%	21.0	%
Stock based compensation	0.9	%	(1.4)	%
Federal and state credits	3.7	%	2.7	%
State taxes	6.8	%	5.0	%
Other	(0.2)		—
Valuation allowance	(32.2)	%	(27.3)	%
	—	%	0.0	%

Nature of the Business (Details) $ in Thousands	12 Months Ended
Nature of the Business (Details) $ in Thousands	Dec. 31, 2020 USD ($) item	Dec. 31, 2019 USD ($)
Nature of the Business
Number of advanced program \| item	2
Net loss	$ (82,169)	$ (32,968)
Accumulated deficit	$ (138,857)	$ (56,688)

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1A
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 220
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-Paragraph 1
-Subparagraph (SX 210.9-04(22))
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22595-107794

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121641772&loc=SL7669625-108580

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
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+ Details

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2020
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
	Jul. 31, 2020	Feb. 29, 2020	Sep. 30, 2019	May 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	4,000	2,300	2,303
Purchase price (in dollar per share)	$ 50.00	$ 32.00	$ 8.25
Common stock, par value					$ 0.001	$ 0.001
Proceeds from issuance of common stock, net of issuance costs	$ 186,974	$ 68,811	$ 17,423		$ 255,785	$ 17,810
Issuance costs paid	$ 13,026	4,789	$ 1,577		17,815	$ 1,991
Proceeds used to purchase shares cancelled		$ 9,024			$ 9,024
Shares repurchased (in shares)		300
Jefferies Sale Agreement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued				66
Common stock, par value				$ 0.001
Proceeds from issuance of common stock, net of issuance costs				$ 387
Issuance costs paid				350
Jefferies Sale Agreement \| Maximum
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock, net of issuance costs				$ 20,000
Underwriting option
Subsidiary, Sale of Stock [Line Items]
Underwriters option exercisable period	30 days
Underwriter's shares available to purchase	600

Transactions with BioXcel (Details) shares in Thousands, $ in Thousands			1 Months Ended			12 Months Ended
	Apr. 05, 2018 USD ($)	Nov. 07, 2017 USD ($) shares	Feb. 29, 2020 USD ($) shares	Jul. 31, 2019 USD ($)	Apr. 30, 2019 USD ($)	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares	Mar. 06, 2020 USD ($)
Transactions with BioXcel
Common shares, issued \| shares						24,417	18,087
Proceeds used to purchase shares cancelled			$ 9,024			$ 9,024
Shares repurchased (in shares) \| shares			300
BioXcel Corporation \| Asset contribution agreement
Transactions with BioXcel
Common shares, issued \| shares		9,480
Payment to (received from) related party	$ (1,000)
BioXcel Corporation \| Development milestones
Transactions with BioXcel
Potential milestone payments								$ 10,000
BioXcel Corporation \| Sales milestones
Transactions with BioXcel
Potential milestone payments								$ 30,000
Maximum milestone (as as percent)								3
BioXcel Corporation \| Separation and Shared Services Agreement
Transactions with BioXcel
Service charges						$ 1,262	$ 862
BioXcel Corporation \| Payment within thirty days after IPO \| Asset contribution agreement
Transactions with BioXcel
Lump sum payment to parent		$ 1,000
BioXcel Corporation \| Payable upon later 12 months IPO and first dosing for BXCL501 \| Asset contribution agreement
Transactions with BioXcel
Lump sum payment to parent		$ 500
Period specified for payment		12 months
Payment to (received from) related party					$ (500)
BioXcel Corporation \| Payable upon later 12 months IPO and first dosing for BXCL701 \| Asset contribution agreement
Transactions with BioXcel
Lump sum payment to parent		$ 500
Period specified for payment		12 months
Payment to (received from) related party				$ (500)
BioXcel Corporation \| Payment due within 60 days after specified cumulative net sales \| Asset contribution agreement
Transactions with BioXcel
Lump sum payment to parent		$ 5,000
Period specified for payment		60 days
Cumulative net sales		$ 50,000

Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Earnings (Loss) Per Share
Net loss (numerator)	$ (82,169)	$ (32,968)
Weighted-average share (denominator)	21,683	16,289
Basic and diluted net loss per share	$ (3.79)	$ (2.02)

- Definition

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

+ References

+ Details

Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Equipment
Property and equipment, gross	$ 1,635	$ 1,215
Accumulated depreciation	(362)	(174)
Property and equipment, net	1,273	1,041
Depreciation	188	155
Computers and related equipment
Equipment
Property and equipment, gross	260	229
Furniture
Equipment
Property and equipment, gross	369	344
Leasehold improvements
Equipment
Property and equipment, gross	650	$ 642
Work in Process
Equipment
Property and equipment, gross	$ 356

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Accrued Expenses
Research and development expenses	$ 3,264	$ 1,215
Accrued compensation and benefits	2,066	1,570
Accrued professional expenses	1,288	266
Accrued taxes	697
Other accrued expenses	154	69
Accrued expenses	$ 7,469	$ 3,120

Capital Structure - Authorized (Details) shares in Thousands	12 Months Ended
	Dec. 31, 2020 Vote $ / shares shares	Dec. 31, 2019 $ / shares shares
Capital Structure
Preferred shares, authorized	10,000	10,000
Preferred shares, par value (dollar per share) \| $ / shares	$ 0.001	$ 0.001
Preferred shares, issued	0	0
Preferred shares, outstanding	0	0
Common shares, authorized	50,000	50,000
Common stock, par value \| $ / shares	$ 0.001	$ 0.001
Common stock outstanding	24,417	18,087
Number of votes per common stock \| Vote	1

Stock-Based Compensation - Description (Details) - shares shares in Thousands			12 Months Ended
	Jan. 01, 2021	May 20, 2020	Dec. 31, 2020
2020 Incentive Award Plan
Stock-Based Compensation
Authorized shares		911
Available for grant (in shares)			158
Percentage of increase in common stock available for grant		4.00%
Increase in shares available for issuance	977
2020 Incentive Award Plan \| Options
Stock-Based Compensation
Terms of award			10 years
Vesting period			4 years
2017 Stock Plan
Stock-Based Compensation
Available for grant (in shares)		233
Employee Stock Purchase Plan 2020
Stock-Based Compensation
Authorized shares		100
Percentage of increase in common stock available for grant		1.00%
Maximum number of shares issued or transferred under ESPP		500
Purchase price, as a percent of fair market value		85.00%
Increase in shares available for issuance	244
Shares issued under ESPP			0

Stock-Based Compensation - Stock Option Activity (Details) - Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Number of Shares
Outstanding, beginning balance (in shares)	3,058
Options granted (in shares)	1,149
Options forfeited (in shares)	(63)
Options Cancelled (in shares)	(1)
Options exercised (in shares)	(345)
Outstanding, ending balance (in shares)	3,798	3,058
Options vested and exercisable (in shares)	2,275
Weighted Average Exercise Price per Share
Outstanding, beginning balance (in dollars per shares)	$ 3.26
Options granted (in dollars per share)	46.26
Options forfeited (in dollars per shares)	12.37
Options Cancelled (in dollars per shares)	9.20
Options exercised (in dollars per shares)	2.82
Outstanding, end balance (in dollars per shares)	16.15	$ 3.26
Options vested and exercisable (in dollars per shares)	$ 2.69
Options
Intrinsic value, outstanding	$ 117,298
Intrinsic value, exercised	$ 11,629	$ 565
Weighted-average grant-date fair value of options granted (in dollars per share)	$ 32.71	$ 9.68
Weighted-average grant-date fair value of options vested (in dollars per share)	$ 2.61
Weighted average remaining contractual life, exercisable	6 years 10 months 24 days

Stock-Based Compensation - Assumptions (Details) - Options	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock-Based Compensation
Expected stock price volatility, minimum (as a percent)	79.02%	78.53%
Expected stock price volatility, maximum (as a percent)	86.71%	79.42%
Risk-free rate of interest, minimum (as a percent)	0.33%	1.54%
Risk-free rate of interest, maximum (as a percent)	2.34%	2.50%
Expected dividend yield (as a percent)	0.00%
Minimum
Stock-Based Compensation
Expected Term (years)	5 years 6 months	5 years 6 months
Expected dividend yield (as a percent)	0.00%	0.00%
Maximum
Stock-Based Compensation
Expected Term (years)	6 years 3 months	6 years 3 months
Expected dividend yield (as a percent)	0.00%	0.00%

Stock-Based Compensation - Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Stock-Based Compensation
Share-based compensation costs recognized	$ 14,611	$ 3,142
Research and development expense
Stock-Based Compensation
Share-based compensation costs recognized	6,020	1,791
General and administrative expense
Stock-Based Compensation
Share-based compensation costs recognized	8,591	1,351
Options
Stock-Based Compensation
Share-based compensation costs recognized	14,590	3,070
Remaining unamortized expense	$ 24,599
Remaining unamortized expense period	1 year 8 months 12 days
Options \| BioXcel Corporation
Stock-Based Compensation
Share-based compensation costs recognized	$ 21	$ 72

Leases - (Details) - ft²	1 Months Ended
Leases - (Details) - ft²	Aug. 31, 2020	Feb. 22, 2019
Leases
Area of lease		11,040
Additional space leased	7,245

Leases - Maturities (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Maturities of the operating lease liability
2021	$ 314
2022	363
2023	372
2024	381
2025	391
Thereafter	64
Total lease payments	1,885
Less imputed interest	(250)
Total lease liability	1,635
Less current portion of lease liability	(237)
Long-term portion operating lease liability	$ 1,398	$ 1,029

Leases - Additional Information (Details) $ in Thousands	1 Months Ended	12 Months Ended
Leases - Additional Information (Details) $ in Thousands	Aug. 31, 2020 item	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Leases
Operating lease liabilities current portion		$ 237
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]		Other Liabilities, Current
Lease expense		$ 345	$ 155
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%

Income Taxes - Deferred Tax (Details) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Income tax liabilities	$ 0	$ 0
Federal net operating losses	8,547	3,445
State net operating losses	2,411	972
Stock based compensation	3,998	860
Federal and state tax credits	4,895	1,254
Capitalized research and development costs	21,249	8,288
Accrued expense	599	419
Depreciation, liability	(11)
Depreciation, asset		3
Lease Accounting - ROU	(407)	(310)
Lease Accounting - Liability	440	321
Total gross deferred tax assets	41,721	15,252
Less: valuation allowance	$ (41,721)	$ (15,252)

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Reconciliation between effective tax rate and federal statutory rate, percent
Federal statutory rate (as a percent)	21.00%	21.00%
Stock based compensation (as a percent)	0.90%	(1.40%)
Federal and state credits (as a percent)	3.70%	2.70%
State Taxes (as a percent)	6.80%	5.00%
Other (as a percent)	(0.20%)
Valuation allowance (as a percent)	(32.20%)	(27.30%)
Effective Tax Rate (as a percent)		0.00%
Operating loss carryforward with no expiration	$ 38,100
Tax credit carry-forwards	4,324
Uncertain positions	0
Income tax related interest and penalties	0
Federal
Reconciliation between effective tax rate and federal statutory rate, percent
Net operating loss carry-forwards	40,700
State
Reconciliation between effective tax rate and federal statutory rate, percent
Net operating loss carry-forwards	$ 40,700