As filed with the Securities and Exchange Commission on March 27, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BioXcel Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 82-1386754 |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
555 Long Wharf Drive
New Haven, CT 06511
(Address of Principal Executive Offices) (Zip Code)
BioXcel Therapeutics, Inc. 2020 Incentive Award Plan
BioXcel Therapeutics, Inc. 2020 Employee Stock Purchase Plan
(Full title of the plans)
Vimal Mehta, Ph.D.
Chief Executive Officer
BioXcel Therapeutics, Inc.
555 Long Wharf Drive
New Haven, CT 06511
(Name and address of agent for service)
(475) 238-6837
(Telephone number, including area code, of agent for service)
Copies to:
N. Danny Shulman
Michael J. Rosenberg
Honigman LLP
1440 New York Avenue, NW Suite 200
Washington, DC 20005
(202) 844 3380
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |
| Non-accelerated filer | x | Smaller reporting company | x | |
| Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
REGISTRATION OF ADDITIONAL SHARES PURSUANT TO GENERAL INSTRUCTION E
This Registration Statement on Form S-8 is being filed with the U.S. Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 1,116,387 shares of common stock, par value $0.001 per share (the “Common Stock”), of BioXcel Therapeutics, Inc. (the “Company,” the “Registrant,” “we,” “us,” or “our”), consisting of : (i) 893,110 shares of Common Stock issuable pursuant to the BioXcel Therapeutics, Inc. 2020 Incentive Award Plan (the “2020 Plan”) resulting from an automatic annual increase as of January 1, 2026 and (ii) 223,277 shares of Common Stock issuable pursuant to the BioXcel Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”) resulting from an automatic annual increase as of January 1, 2026. These additional shares are of the same class of securities for which registration statements on Form S-8 relating to the 2020 Plan and the 2020 ESPP have previously been filed and are effective.
INCORPORATION BY REFERENCE
Pursuant to General Instruction E, the information contained in the registrant’s registration statements on Form S-8 (File Nos. 333-238580, 333-266922, 333-270652, 333-278492 and 333-286390) is hereby incorporated by reference to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.
PART II
Item 8. EXHIBITS.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New Haven, State of Connecticut, on this 27th day of March, 2026.
| BioXcel Therapeutics, Inc. | ||
| By | /s/ Vimal Mehta | |
| Vimal Mehta | ||
| Chief Executive Officer, President and Director | ||
Each of the undersigned officers and directors of the registrant hereby severally constitutes and appoints Vimal Mehta, Ph.D. and Richard Steinhart, and each of them singly (with full power to each of them to act alone), as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution in each of them, for him or her and in his or her name, place and stead, and in any and all capacities, to file and sign any and all amendments, including post-effective amendments, to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Delaware and applicable federal securities laws.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities held on the dates indicated.
| Signature | Title | Date | ||
| /s/ Vimal Mehta, Ph.D. | Chief Executive Officer, President and Director | March 27, 2026 | ||
| Vimal Mehta, Ph.D. | (principal executive officer) | |||
| /s/ Richard Steinhart | Chief Financial Officer | March 27, 2026 | ||
| Richard Steinhart | (principal financial officer and principal accounting officer) | |||
| /s/ Peter Mueller, Ph.D. | Chairman of the Board of Directors | March 27, 2026 | ||
| Peter Mueller, Ph.D. | ||||
| /s/ June Bray | Director | March 27, 2026 | ||
| June Bray | ||||
| /s/ Sandeep Laumas, M.D. | Director | March 27, 2026 | ||
| Sandeep Laumas, M.D. | ||||
| /s/ Michael Miller | Director | March 27, 2026 | ||
| Michael Miller | ||||
| /s/ Michal Votruba, M.D., Ph.D. | Director | March 27, 2026 | ||
| Michal Votruba, M.D., Ph.D. | ||||
| /s/ David Mack | Director | March 27, 2026 | ||
| David Mack | ||||
| /s/ Rajiv Patni, M.D. | Director | March 27, 2026 | ||
| Rajiv Patni, M.D. |
Exhibit 5.1
 |
202.844.3380 |
March 27, 2026
BioXcel Therapeutics, Inc.
555 Long Wharf Drive
New Haven, Connecticut 06511
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special counsel to BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by the Company of up to 1,116,387 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), which may be issued pursuant to the BioXcel Therapeutics, Inc. 2020 Incentive Award Plan (the “2020 Plan”) and the BioXcel Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the “ESPP” and, together with the 2020 Plan, the “Plans”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.
In so acting, we have considered such matters of law and of fact, and relied upon, without independent investigation such documents, records, certificates and other information furnished to us as we have deemed appropriate as a basis for our opinions set forth below. In conducting such review, we have assumed, without independent investigation, the genuineness and authenticity of all signatures on original documents, the legal capacity of all natural persons or entities (other than the Company), the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies, and the accuracy of all statements in certificates of public officials and officers of the Company that we reviewed.
The law covered by the opinions expressed in this opinion letter is limited to the General Corporation Law of the State of Delaware as currently in effect (the “DGCL”). We express no opinion as to any other laws.
This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us as of such date, and we have no obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.
| Honigman LLP • 1440 New York Avenue • NW Suite 200 • Washington, DC 20005 |
Detroit ∙ Ann Arbor ∙ Bloomfield Hills ∙ Chicago ∙ Grand Rapids ∙ Kalamazoo ∙ Lansing ∙ Washington D.C.
Based upon, subject to and limited by the foregoing, and subject to the assumptions stated and in reliance on statements of fact contained in the documents that we have examined, we are of the opinion that when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the Plans, assuming in each case that the individual grants or awards under the Plans are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the requirements of law and the Plans (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL and that at the time of issuance, the number of shares of Common Stock that then remain authorized, unissued, unreserved, and available for issuance will equal or exceed the number of Shares to be issued.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations promulgated thereunder by the Commission.
| Very truly yours, | |
| /s/ Honigman LLP | |
| Honigman LLP |
| Honigman LLP • 1440 New York Avenue • NW Suite 200 • Washington, DC 20005 |
Detroit ∙ Ann Arbor ∙ Bloomfield Hills ∙ Chicago ∙ Grand Rapids ∙ Kalamazoo ∙ Lansing ∙ Washington D.C.
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 2020 Incentive Award Plan and 2020 Employee Stock Purchase Plan of BioXcel Therapeutics, Inc. of our report dated March 27, 2026, with respect to the consolidated financial statements of BioXcel Therapeutics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2025, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Stamford, Connecticut
March 27, 2026
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Calculation of Filing Fee Tables |
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Table 1: Newly Registered Securities |
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Security Type |
Security Class Title |
Fee Calculation Rule |
Amount Registered |
Proposed Maximum Offering Price Per Unit |
Maximum Aggregate Offering Price |
Fee Rate |
Amount of Registration Fee |
|
|---|---|---|---|---|---|---|---|---|
| 1 |
|
|
|
|
$
|
$
|
|
$
|
| 2 |
|
|
|
|
$
|
$
|
|
$
|
| 3 |
|
|
|
|
$
|
$
|
|
$
|
|
Total Offering Amounts: |
$
|
$
|
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Total Fee Offsets: |
$
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Net Fee Due: |
$
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Offering Note |
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1 |
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2 |
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3 |
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| Table 2: Fee Offset Claims and Sources |
|---|
| Registrant or Filer Name | Form or Filing Type | File Number | Initial Filing Date | Filing Date | Fee Offset Claimed | Security Type Associated with Fee Offset Claimed | Security Title Associated with Fee Offset Claimed | Unsold Securities Associated with Fee Offset Claimed | Unsold Aggregate Offering Amount Associated with Fee Offset Claimed | Fee Paid with Fee Offset Source | |||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rule 457(p) | |||||||||||||
| Fee Offset Claims | |||||||||||||
| Fee Offset Sources | |||||||||||||