09/01/2026 | Press release | Distributed by Public on 09/01/2026 05:01
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
As previously reported, on August 27, 2026, BioXcel Therapeutics, Inc. (the "Company") and its subsidiaries (together with the Company, the "Debtors") each filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (such court, the "Court" and such cases, the "Cases").
In connection with the Cases, on August 31, 2026, the Company entered into a Super-Priority Senior Secured Priming Debtor-in-Possession Credit Agreement and Guaranty (the "DIP Credit Agreement") with affiliates of Oaktree Capital Management, L.P. and the Qatar Investment Authority (the "DIP Lenders"), and Oaktree Fund Administration, LLC, as administrative agent (the "Administrative Agent"), pursuant to which the DIP Lenders agreed to provide the Company with debtor-in-possession financing (the "DIP Facility") in an aggregate principal amount of up to $77.25 million. The DIP Lenders are the same parties (or affiliates thereof) that provided prepetition financing to the Company under that certain Credit Agreement and Guaranty, dated as of April 19, 2022 (as amended through August 24, 2026, the "Prepetition Credit Agreement"), among the Debtors, the lenders party thereto and the Administrative Agent.
The DIP Facility consists of (i) new money term loan commitments in an aggregate principal amount of up to $19 million (the "New Money Loans"), available in two draws: an initial draw of up to $9.5 million upon entry of the interim DIP order (the "Interim Order") and an additional draw of up to $9.5 million upon entry of the final DIP order (the "Final Order", and together with the Interim Order, the "DIP Orders"), and (ii) subject to entry of the Interim Order and the Final Order (as applicable) approving the proposed roll-up, roll-up loans in an aggregate principal amount of up to $58.25 million (the "Roll-Up Loans", and, together with the New Money Loans, the "Loans"), resulting from the conversion of a portion of the prepetition obligations outstanding under the Prepetition Credit Agreement into obligations under the DIP Credit Agreement on a dollar-for-dollar basis. The Roll-Up Loans represent (I) the principal amount of the $1.25 million bridge loan funded pursuant to the Fourteenth Amendment to the Prepetition Credit Agreement, dated August 24, 2026 and (II) a principal amount equal to three times the principal amount of all New Money Loans actually funded pursuant to the DIP Credit Agreement.
The Loans bear interest at 13.00% per annum. Interest on the New Money Loans is payable in cash, and interest on the Roll-Up Loans is payable in kind by capitalizing such interest and adding it to the outstanding principal amount of the Roll-Up Loans. The default interest rate under the DIP Facility is 2.0% above the applicable interest rate. The Company is also required to pay an exit fee equal to 4.0% of the aggregate principal amount of the Loans upon any repayment or prepayment thereof.
The Company's obligations under the DIP Facility are guaranteed by each subsidiary of the Company. Upon entry and subject to the terms of the DIP Orders, the claims of the DIP Lenders are (i) entitled to superpriority administrative expense claim status, subject to certain carve-outs, and (ii) secured by first priority priming liens on substantially all assets of the Company and its subsidiaries, including assets that served as collateral under the Prepetition Credit Agreement.
The proceeds of the DIP Facility may be used for, among other things, post-petition working capital and general corporate purposes, payment of costs to administer the Cases, funding the operating and administrative costs of the Cases and any approved sale transaction, professional fees and expenses associated with the Cases, and other purposes set forth in the approved budget, subject to permitted variances.
The DIP Facility matures on January 27, 2027, unless earlier repaid in full in cash, whether as a result of the effective date of any Chapter 11 plan of reorganization with respect to the Company; the consummation of the sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries pursuant to Section 363 of the Bankruptcy Code; the acceleration of the borrowings under the DIP Facility following the occurrence and during the continuance of an event of default under the DIP Credit Agreement; or otherwise.
The DIP Credit Agreement contains covenants customary for comparable debtor-in-possession financing arrangements, including, among others, compliance with an approved 13-week budget (subject to permitted variances), maintenance of a minimum liquidity amount of $250 thousand, and compliance with specified case milestones. The DIP Credit Agreement also contains representations, warranties, and negative covenants that are customary for these types of debtor-in-possession facilities, including restrictions on indebtedness, liens, investments, restricted payments, asset sales, and transactions with affiliates. The DIP Credit Agreement contains customary events of default for debtor-in-possession financings of this type.