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BioXcel amends Oaktree credit agreement and defers payment

Tickers BTAI

BioXcel's Eleventh Amendment moves a $9,016,914.47 payment to August 31, 2026, lowers the minimum liquidity amount to $6,250,000 and requires definitive transaction agreements by August 10, 2026.

Key facts

Company
BioXcel Therapeutics, Inc. (OTC: BTAI)
News type
Debt Financing
Primary source
BioXcel Therapeutics, Inc. 8-K (2026-08-03)
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BioXcel Therapeutics, Inc. signed an Eleventh Amendment to its Credit Agreement and Guaranty with its lenders and Oaktree Fund Administration, LLC, which acts as administrative agent on behalf of the lenders. The amendment is dated as of July 31, 2026. The original credit agreement is dated April 19, 2022. The exhibit lists earlier amendments dated from November 13, 2023 through July 3, 2026.

Liquidity floor and the deferred payment

The amendment sets the minimum liquidity amount at $6,250,000 from the Eleventh Amendment Effective Date, which is the date the conditions in the amendment are met. Before that, the floor was $7,500,000 under the tenth amendment. Every floor in the exhibit's history was higher than the new one, from $25,000,000 before the Fifth Amendment Equity Raise One to $12,500,000 from March 31, 2026 until the tenth amendment took effect.

A payment originally scheduled for June 30, 2026 had already been moved to July 31, 2026 under the tenth amendment. The eleventh amendment moves it again, to August 31, 2026. On that date BioXcel must pay $9,016,914.47, which covers the principal and interest due on June 30, 2026, plus accrued interest and fees through August 31, 2026. This is the second deferral of the same payment.

The filing does not say why the payment was deferred. It does not give BioXcel's cash balance, operating results or revenue, so the $9,016,914.47 cannot be set against the company's own liquidity in this exhibit.

Transaction deadline and lender control

By August 10, 2026, the obligors must enter into definitive agreements for one or more transactions acceptable to the Majority Lenders in their sole discretion. Each agreement must either pay all obligations under the loan documents in full in cash, or be an alternative capital solutions transaction on terms the Majority Lenders accept. The lenders will weigh the certainty and timing of closing and the likelihood of any required approvals.

Through August 31, 2026, BioXcel may not enter into, terminate or change any compensation arrangement, make payments to officers or employees outside the ordinary course, or materially increase their pay or benefits without the Majority Lenders' written agreement. Through August 10, 2026, the obligors must also consider in good faith any reasonable comments from the lenders, or from any counterparty to a potential transaction, about a regulatory process involving material assets.

Security, release and conditions

BioXcel confirmed that its security documents and the collateral they describe continue to secure the obligations.

The amendment also contains a release in which the borrower and the other obligors give up claims against the administrative agent and the lenders, "known or unknown", arising at law or in equity.

The amendment takes effect only when it has been signed by all of the lenders under the existing agreement, the borrower's representations are true in all material respects, and no default or event of default exists. The filing does not say whether a default exists today.

What comes next

The next dates in the amendment are August 10, 2026, for the transaction agreements and the cooperation clause, and August 31, 2026, for the compensation freeze and the $9,016,914.47 payment. Vimal Mehta, BioXcel's chief executive officer, signed for the borrower.

Oaktree Fund Administration, LLC acts as administrative agent on behalf of the lenders. The lender signature pages list Oaktree funds, among them Oaktree-TCDRS Strategic Credit, LLC, Oaktree-Forrest Multi-Strategy, LLC and Oaktree-TBMR Strategic Credit Fund C, LLC. Q Boost Holding LLC, with a notice address care of the Qatar Investment Authority in Doha, Qatar, also signed. The amendment names no placement agent or financial advisor. It does name counsel: Sullivan & Cromwell LLP for the administrative agent and the Oaktree lenders, DLA Piper LLP for Q Boost Holding LLC, and Cooley LLP as the copy recipient for BioXcel. BioXcel must pay the lenders' and agent's reasonable out-of-pocket costs, including those two law firms' fees, within two business days of the effective date.

The amendment does not say what happens if the August 10 milestone is missed. BioXcel must deliver a transaction the lenders accept by that date, and the lenders decide whether it qualifies.

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