BTAI Bioxcel Therapeutics, Inc. - 8-K

Item 3.02

Unregistered Sales of Equity Securities.

On March 27, 2026, BioXcel Therapeutics, Inc. (the
“Company”) entered into the Ninth Amendment to the Credit Agreement and Guaranty, dated April 19, 2022, as amended (“Ninth
Amendment”). Pursuant to the terms of the Ninth Amendment, on April 15, 2026, the Company granted the lenders under the Ninth Amendment
(the “Lenders”) warrants to purchase up to 1,353,729 shares of common stock at an exercise price of $0.01 per share (the “Amendment
Warrants”).  The Amendment Warrants will expire on the seventh anniversary of their issuance. On April 15, 2026, the Company
also entered into the Fourth Amended and Restated Registration Rights Agreement with the Lenders, pursuant to which the Company agreed
to register the shares of common stock issuable under the Amendment Warrants.

The Amendment Warrants were issued, and the shares
issuable upon the exercise of the Amendment Warrants will be issued (if at all), in reliance upon an exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), contained in Section 4(a)(2) of the Securities
Act. The Lenders have represented that they are acquiring the securities for investment only and not with a view towards, or for resale
in connection with, the public sale or distribution thereof, and appropriate legends have been or will be affixed to the securities.

The foregoing summary of the Amendment Warrants
and the Fourth Amended and Restated Registration Rights Agreement are qualified in their entirety by the complete text of such agreements,
copies of which are filed hereto as Exhibits 4.1 and 4.2, respectively.

Item 9.01.

Financial Statements and Exhibits.

(d)   Exhibits:

Exhibit No.

Description

4.1

Form of New Warrant

4.2

Form of Fourth Amended and Restated Registration Rights Agreement, among the Company and Oaktree-TCDRS Strategic Credit, LLC, Oaktree-Forrest Multi-Strategy, LLC, Oaktree-TBMR Strategic Credit Fund C, LLC, Oaktree-TBMR Strategic Credit Fund F, LLC, Oaktree-TBMR Strategic Credit Fund G, LLC, Oaktree-TSE 16 Strategic Credit, LLC, INPRS Strategic Credit Holdings, LLC, Oaktree Specialty Lending Corporation, Oaktree Strategic Credit Fund, Oaktree GCP Fund Delaware Holdings, L.P., Oaktree Diversified Income Fund Inc., Oaktree AZ Strategic Lending Fund, L.P., Oaktree LSL Fund Holdings EURRC S.a.r.l., Oaktree LSL Fund Delaware Holdings EURRC, L.P., and Q Boost Holding LLC.

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