SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 25th, 2024 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 25, 2024, between BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
BIOXCEL THERAPEUTICS, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIESIndenture • April 1st, 2019 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
INDENTURE , dated as of [ · ], among BioXcel Therapeutics, Inc. , a Delaware corporation (the “Company”), and [ T RUSTEE ], as trustee (the “Trustee”):
BIOXCEL THERAPEUTICS, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • February 12th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”) is made as of , 2018 by and between BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.
OPEN MARKET SALE AGREEMENTSMOpen Market Sale Agreement • November 2nd, 2023 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.001 per share (the “Common Shares”), having an aggregate offering price of up to the Maximum Program Amount (as defined herein) on the terms set forth in this agreement (this “Agreement”).
2,000,000 Shares of Common Stock BIOXCEL THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • February 21st, 2020 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
In connection with this offering of the Stock and conditional upon the exercise of the option to purchase up to 300,000 additional shares of Option Stock, the Company has agreed to repurchase from BioXcel Corporation (the “Holder”), in a privately negotiated transaction, up to 400,000 shares at the Purchase Price (as defined in Section 2) (the “Repurchase”) pursuant to the Stock Purchase Agreement, dated as of February 18, 2020, by and between the Company and the Holder (the “Repurchase Agreement”).
3,155,000 Shares of Common Stock BIOXCEL THERAPEUTICS, INC. UNDERWRITING AGREEMENTUnderwriting Agreement • June 25th, 2021 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”) and BioXcel LLC, a Delaware limited liability company (the “Selling Stockholder”), confirm their respective agreements with BofA Securities, Inc. (“BofA”) and each of the other Underwriters named in Schedule I hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom BofA is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of the number of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), set forth in Schedule I hereto, and (ii) the grant by the Selling Stockholder to the Underwriters, of the option described in Section 3 hereof to purchase all or any part of 473,250 shares of Common Stock. The aforesaid share of Common Stock (the “Firm Stock”) to be purchased by the Underwriters and all or any part of the 473,250 shares of Co
SECOND AMENDMENT TO CREDIT AGREEMENT AND GUARANTY AND TERMINATION OF REVENUE INTEREST FINANCING AGREEMENTCredit Agreement • February 8th, 2024 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
CREDIT AGREEMENT AND GUARANTY, dated as of April 19, 2022, and amended as of November 13, 2023 and December 5, 2023 (this “Agreement”), among BIOXCEL THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time hereunder (each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
EXECUTIVE AGREEMENTExecutive Agreement • February 12th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Executive Agreement (the “Agreement”) is made and entered into effective as of September 1, 2014 (the “Effective Date”), by and between Vimal Mehta (the “Executive”) and BioXcel Corporation., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 12th, 2021 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Executive Employment Agreement (the “Agreement”) is made and entered into as of February 15, 2021, by and between Javier Rodriguez (the “Executive”) and BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 13th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Executive Agreement (the “Agreement”) is made and entered into effective as of March 7, 2018 (the “Effective Date”), by and between Vimal Mehta, Ph.D. (the “Executive”) and BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”).
ADDENDUM TO EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 14th, 2024 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations
This Addendum to Executive Employment Agreement (“Addendum”) supplements the attached Executive Employment Agreement, dated March 7, 2018 (“Employment Agreement,” as
COLLABORATIVE RESEARCH AGREEMENTCollaborative Research Agreement • February 26th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS COLLABORATIVE RESEARCH AGREEMENT (this “Agreement”) is made and entered into as of August 27th, 2017 (“Effective Date”) between BIOXCEL THERAPEUTICS, INC., a Delaware corporation, having its principal place of business at 780 East Main Street, Branford, CT 06405 (“BTI”) and NEKTAR THERAPEUTICS, a Delaware corporation, having its principal place of business at 455 Mission Bay Boulevard South, San Francisco, CA 94158 (“Nektar”). Each of Nektar and BTI may be referred to herein as a “Party” or collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 12th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
THIS AGREEMENT, dated as of , (this “Agreement”), is entered into by and between BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), and the investors identified on Schedule 1 attached hereto (the “Investors”).
NON-COMPETE AGREEMENTNon-Compete Agreement • September 25th, 2023 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
THIS NON-COMPETE AGREEMENT (the “Agreement”) is made and entered into as of September 19, 2023 (the “Effective Date”), by and among BioXcel Therapeutics, Inc. (“BTAI”), a Delaware corporation, BioXcel LLC (“BioXcel LLC”), a Delaware limited liability company, BioXcel Holdings, Inc., a Delaware corporation (“Holdings”), Dr. Krishnan Nandabalan, InveniAI LLC (“InveniAI”), a Delaware limited liability company, and Invea Therapeutics, Inc. (“Invea”), a Delaware corporation (collectively, the “Parties” and each referred to as a “Party”).
AMENDED & RESTATED SEPARATION AND SHARED SERVICES AGREEMENTSeparation and Shared Services Agreement • February 12th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Amended & Restated Shared Services Agreement (this “Agreement”) is entered into as of November 7, 2017 (the “Execution Date”), by and between BioXcel Corporation, a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BioXcel”), and BioXcel Therapeutics, Inc., a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BTI”) in order to amend and restate the obligations of each of BioXcel and BTI under that certain Separation and Shared Services Agreement (the “SSA”) entered into by BioXcel and BTI as of June 30, 2017 (the “Effective Date”). BioXcel and BTI are sometimes referred to individually as a “Party” and collectively as the “Parties.”
CLINICAL TRIAL COLLABORATION AGREEMENTClinical Trial Collaboration Agreement • November 9th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
This CLINICAL TRIAL COLLABORATION AGREEMENT (the “Agreement”) is made and entered into effective as of September 21, 2018 (the “Effective Date”) by and between BioXcel Therapeutics, a Delaware corporation, headquartered at 780 East Main Street, Branford, CT 06405 (“BioXcel”), and Nektar Therapeutics, a Delaware corporation, headquartered at 455 Mission Bay Boulevard South, San Francisco, CA 94158 (“Nektar”). BioXcel and Nektar may be referred to herein individually as a “Party,” or collectively as the “Parties.”
AMENDED & RESTATED ASSET CONTRIBUTION AGREEMENTAsset Contribution Agreement • February 12th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Amended & Restated Asset Contribution Agreement (this “Agreement”) is entered into as of November 7, 2017 (the “Execution Date”), by and between BioXcel Corporation, a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BioXcel”), and BioXcel Therapeutics, Inc., a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BTI”).
BIOXCEL THERAPEUTICS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 19th, 2022 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
This Registration Rights Agreement (this “Agreement”) is made as of April 19, 2022, by and among BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), the purchasers identified on Schedule A hereto (each, a “Purchaser”) and such other Persons, if any, from time to time, that become a party hereto as holders of Registrable Securities (as defined below).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • August 10th, 2021 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
For good and valuable consideration, BioXcel Therapeutics, Inc. (the “Company”) and Reina Benabou, M.D., Ph.D. (“Employee”) enter into this Separation Agreement and General Release (this “Agreement”), to take effect on the Effective Date (as defined below in Section 6).
REVENUE INTEREST FINANCING AGREEMENT Dated as of April 19, 2022 between BIOXCEL THERAPEUTICS, INC., THE PURCHASERS FROM TIME TO TIME PARTY HERETO, and OAKTREE FUND ADMINISTRATION, LLC, as the Administrative AgentRevenue Interest Financing Agreement • August 11th, 2022 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
This REVENUE INTEREST FINANCING AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”) is made and entered into as of April 19, 2022, by and between BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”), the entities listed in Schedule 1 hereto (the “Purchasers”), and Oaktree Fund Administration, LLC, as administrative agent for the Purchasers (in such capacity, the “Administrative Agent” and, together with the Company and the Purchasers, the “Parties”, and each a “Party”).
ONKOSXCEL THERAPEUTICS, LLC AND ONKOSXCEL EMPLOYEE HOLDINGS, LLC MANAGEMENT Incentive Plan PROFITS UNIT AWARD AGREEMENT GRANT NOTICEProfits Unit Award Agreement • August 19th, 2022 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
By execution of this Joinder, the Participant hereby agrees to become a party to, and to be bound by the obligations of, and receive the benefits of, that certain Limited Liability Company Agreement of OnkosXcel Employee Holdings, LLC (the “Employee Holdings LLC Agreement”), dated as of April 19, 2022, by and among BioXcel Therapeutics, Inc., a Delaware corporation, the Company, OnkosXcel Therapeutics, LLC (“Holdings”) and the other parties thereto, as a “Management Professional Member”. The Participant hereby represents and warrants to the Company and each other Member that each representation and warranty set forth in Article 13 of the Employee Holdings LLC Agreement is true, accurate and not misleading as to Participant as of the date hereof.
Strategic Advisor AGREEMENTStrategic Advisor Agreement • February 26th, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Strategic Advisor Agreement (this “Agreement”) between Vince O’Neill having a mailing address at 125 Redbud Trl, West lake Hills TX 78746 (the “Strategic Advisor”), and BioXcel Therapeutics, Inc., a Delaware corporation having a principal place of business at 780 East Main Street, Branford, Connecticut 06405 (the “Company”), is made effective as of July 10th, 2017 (the “Effective Date”). In connection with the appointment of the Strategic Advisor to the Company and the mutual promises of the parties hereunder, it is agreed as follows:
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. SECOND AMENDED & RESTATED SEPARATION AND SHARED SERVICES AGREEMENTSeparation and Shared Services Agreement • March 9th, 2020 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Second Amended & Restated Shared Services Agreement (this “Agreement”) is entered into as of March 6, 2020 (the “Effective Date”), by and between BioXcel Corporation, a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BioXcel”), and BioXcel Therapeutics, Inc., a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BTI”) in order to amend and restate the obligations of each of BioXcel and BTI under that certain Separation and Shared Services Agreement entered into by BioXcel and BTI as of June 30, 2017, as amended and restated on November 7, 2017 (the “SSA”). BioXcel and BTI are sometimes referred to individually as a “Party” and collectively as the “Parties.”
AMENDED & RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 9th, 2023 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Amended & Restated Executive Agreement (the “Agreement”) is made and entered into effective as of July 1, 2022 (the “Effective Date”), by and between Vincent O’Neill, M.D. (the “Executive”) and BioXcel Therapeutics, Inc., a Delaware corporation (the “Company”).
CONSULTING AGREEMENTConsulting Agreement • October 9th, 2024 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Consulting Agreement (the “Agreement”) is made and entered into as of October 3, 2024, (the “Effective Date”), by and between BioXcel Therapeutics, Inc., a Delaware corporation, with offices located at 555 Long Wharf Drive, 12th Floor, New Haven, CT 06511 (“BioXcel”) and Commercial Science, LLC a limited liability company, having an address at [***], (the “Consultant”).
FIRST AMENDMENT TO LEASE AGREEMENTLease Agreement • November 12th, 2020 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations
THIS FIRST AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made as of the 19th day of August, 2020 by and between FUSCO HARBOUR ASSOCIATES, LLC, a Connecticut limited liability company (hereinafter called “Landlord”), and BIOXCEL THERAPEUTICS, INC., a Delaware corporation (hereinafter called “Tenant”).
Certain information marked as [***] has been excluded from this exhibit because it is both (i) not material and (ii) of the type that the registrant customarily and actually treats as confidential. COMMERCIAL SUPPLY AGREEMENT By and Between ARx, LLC...Commercial Supply Agreement • August 11th, 2022 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Commercial Supply Agreement (this “Agreement”), dated as of April 1, 2022 (the “Effective Date”) is entered into by and between, BioXcel Therapeutics, Inc., a Delaware corporation, with an address at 555 Long Wharf Drive, 5th Floor, New Haven, CT 06511 USA (“BioXcel”), and ARx, LLC, a Pennsylvania limited liability company, with an address at 400 Seaks Run Road, Glen Rock, PA 17327 (“ARx” and together with BioXcel, each a “Party” and collectively, the “Parties”).
SECOND AMENDMENT TO SECOND AMENDED & RESTATED SEPARATION AND SHARED SERVICES AGREEMENTSeparation and Shared Services Agreement • May 9th, 2022 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations
This Second Amendment to Second Amended & Restated Separation and Shared Services Agreement (“Second Amendment”), effective as of April 19, 2022 (the “Second Amendment Effective Date”), is made by and between BioXcel LLC, a Delaware limited liability company, located at 2614 Boston Post Road Guilford, CT 06437 (“BioXcel”), and BioXcel Therapeutics, Inc., a Delaware corporation located at 555 Long Wharf Drive, New Haven, CT 06511 (“BTI”). BioXcel and BTI may be referred to herein individually as a “Party”, or collectively as the “Parties.” Capitalized terms used herein without definition shall have the respective meanings ascribed to such terms under the Shared Services Agreement (as defined below).
LEASE AGREEMENTLease Agreement • August 23rd, 2018 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
THIS LEASE AGREEMENT is made as of the Effective Date (as hereinafter defined) by and between FUSCO HARBOUR ASSOCIATES, LLC, a Connecticut limited liability company having an address c/o The Fusco Corporation, 555 Long Wharf Drive, Suite 14, New Haven, Connecticut 06511, (hereinafter called the “Landlord”), and BIOXCEL THERAPEUTICS, INC., a Delaware corporation having an address at 780 East Main Street, Branford, CT 06405 (hereinafter called the “Tenant”). The Effective Date shall be the date on which this Lease Agreement is executed by the latter to sign of Landlord or Tenant, as indicated on the signature page of this Lease Agreement.
THIRD AMENDMENT TO Credit agreement AND guarantyCredit Agreement and Guaranty • February 12th, 2024 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations
This Third Amendment to Credit Agreement and Guaranty (this “Amendment”) is made as of February 12, 2024, by and among BIOXCEL THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent on behalf of the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
BioXcel Trademark License AgreementTrademark License Agreement • May 9th, 2022 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
This BioXcel Trademark License Agreement (“Agreement”) is by and between BioXcel LLC (“Licensor”) and BioXcel Therapeutics, Inc. (“Licensee”) (collectively, the Licensee and Licensor may be referred to herein as the “Parties,” or each individually, a “Party”). The Agreement is effective as of April 19, 2022 (the “Effective Date”).
First amendment TO SECOND AMENDED & RESTATED SEPARATION AND SHARED SERVICES AGREEMENTSeparation and Shared Services Agreement • March 12th, 2021 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations
This First Amendment to Second Amended & Restated Separation and Shared Services Agreement (“First Amendment”), effective as of March 3, 2021 (the “First Amendment Effective Date”), is made by and between BioXcel LLC, a Delaware corporation located at 2614 Boston Post Road Guilford CT 06437 (“BioXcel”), and BioXcel Therapeutics, Inc., a Delaware corporation located at 555 Long Wharf Drive New Haven, CT 06511 (“BTI”). BioXcel and BTI may be referred to herein individually as a “Party”, or collectively as the “Parties.” Capitalized terms used herein without definition shall have the respective meanings ascribed to such terms under the Shared Services Agreement (as defined below).
FOURTH AMENDMENT TO CREDIT AGREEMENT AND GUARANTYCredit Agreement and Guaranty • March 22nd, 2024 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
This Fourth Amendment to Credit Agreement and Guaranty (this “Amendment”) is made as of March 20, 2024, by and among BIOXCEL THERAPEUTICS, INC., a Delaware corporation (the “Borrower”), the lenders party hereto (collectively, the “Lenders” and individually, a “Lender”), and OAKTREE FUND ADMINISTRATION, LLC, as administrative agent on behalf of the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).
AMENDED & RESTATED SEPARATION AND SHARED SERVICES AGREEMENTSeparation and Shared Services Agreement • November 13th, 2017 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • Connecticut
This Amended & Restated Shared Services Agreement (this “Agreement”) is entered into as of November 7, 2017 (the “Execution Date”), by and between BioXcel Corporation, a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BioXcel”), and BioXcel Therapeutics, Inc., a Delaware corporation located at 780 East Main Street, Branford, CT 06405 (“BTI”) in order to amend and restate the obligations of each of BioXcel and BTI under that certain Separation and Shared Services Agreement (the “SSA”) entered into by BioXcel and BTI as of June 30, 2017 (the “Effective Date”). BioXcel and BTI are sometimes referred to individually as a “Party” and collectively as the “Parties.”
STOCK PURCHASE AGREEMENTStock Purchase Agreement • February 21st, 2020 • BioXcel Therapeutics, Inc. • Pharmaceutical preparations • New York
This STOCK PURCHASE AGREEMENT (this “Agreement”) is dated as of February 18, 2020 by and between BioXcel Therapeutics Inc., a Delaware corporation (the “Company”), and BioXcel Corporation, a Delaware corporation (the “Holder”).
