Item 1.01 Entry into a Material Definitive Agreement.






Credit and Guaranty Agreement

On April 19, 2022 (the "Effective Date"), BioXcel Therapeutics, Inc. (the "Company") entered into a credit agreement and guaranty (the "Credit Agreement"), with Oaktree Fund Administration, LLC ("Oaktree") as administrative agent, and the lenders party thereto (the "Lenders"), pursuant to which the Lenders have agreed to loan the Company up to $135.0 million in senior secured term loans. Under the terms of the Credit Agreement, the Company will borrow the first $70.0 million tranche of loans within 30 calendar days after the Company's receipt of approval from the U.S. Food and Drug Administration (the "FDA") of a New Drug Application ("NDA") in respect of the use of the Company's BXCL501 product for the acute treatment of agitation associated with schizophrenia or bipolar I or II disorder ("BXCL501 FDA Approval"). The BXCL501 FDA Approval was received on April 5, 2022 with the FDA's approval of IGALMITM. The remaining two tranches of term loan commitments under the Credit Agreement may be borrowed at the Company's option prior to December 31, 2024 as follows:

- $35.0 million upon satisfaction of certain conditions, including receipt of

certain regulatory and financial milestones; and

- $30.0 million upon satisfaction of certain conditions, including specified

minimum net sales of the Company attributable to sales of BXCL501 for a

trailing twelve consecutive month period.

The loans under the Credit Agreement mature on the fifth anniversary of the Effective Date, provided that the Company may, at its option, extend the maturity date to the sixth anniversary of the Effective Date if, prior to December 31, 2024, the Company receives approval from the FDA of an NDA in respect of the use of BXCL501 for the acute treatment of agitation associated with Alzheimer's Disease and satisfies certain other conditions. The loans under the Credit Agreement bear interest at a fixed annual rate of 10.25%, payable quarterly. Of such interest, 2.25% per annum will be payable in kind by capitalizing and adding such interest to the outstanding principal amount of loans on each quarterly interest payment date from the first payment date on which interest is owed through, and including, the third anniversary of such payment date, unless, with respect to any payment date, the Company elects to pay all or a portion of such interest in cash. The Company will be required to pay a ticking fee equal to 0.750% per annum multiplied by the daily undrawn amount of the commitments commencing 120 days after the funding of the first tranche of the loans payable quarterly through the termination of the commitments.

The Company may voluntarily prepay the Credit Agreement at any time subject to a prepayment fee, which on or prior to the second anniversary of the Effective Date is equal to the amount of interest that would have been paid from, and including, the date of such prepayment to, but excluding, the second anniversary of the Effective Date, plus 4.0% of the principal amount of the senior secured loans being prepaid. However, if any prepayment is made in connection with a change of control event, the prepayment fee will be equal to 12.5% of the principal amount of the senior secured loans being prepaid if such prepayment occurs on or prior to the first anniversary of the Effective Date, and 10% of the principal amount of the senior secured loans being prepaid if such prepayment occurs after the first anniversary of the Effective Date but on or prior to the second anniversary of the Effective Date. Thereafter, at any time after the second anniversary of the Effective Date but on or prior to the third anniversary of the Effective Date, the prepayment fee equals 4.0% of the aggregate outstanding principal amount of the senior secured loans being prepaid, and at any time after the third anniversary of the Effective Date but on or prior to the fourth anniversary of the Effective Date, the prepayment fee equals an amount equal to 2.0% of the aggregate outstanding principal amount of the loans being prepaid. No prepayment fee will apply after the fourth anniversary of the Effective Date. The Company is required to make mandatory prepayments of the loans with net cash proceeds from certain asset sales or insurance proceeds or condemnation awards, in each case, subject to certain exceptions and reinvestment rights, and subject to the prepayment fee.

The Company's obligations under the Credit Agreement will be guaranteed by the Company's existing and subsequently acquired or organized subsidiaries, subject to certain exceptions. The Company's obligations under the Credit Agreement and the related guarantees thereunder are secured, subject to customary permitted liens and other agreed upon exceptions, by (i) a pledge of all of the equity interests of all existing and any future direct subsidiaries of the Company, and (ii) a perfected security interest in all of the tangible and intangible assets of the Company and the guarantors (except that the guarantees provided by the BXCL701 Subsidiaries (as defined below) are unsecured).

The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness, and dividends and other distributions, subject to certain exceptions, including specific exceptions with respect to product commercialization and development activities. The Company must also comply with certain financial covenants, including (i) maintenance of cash or permitted cash equivalent investments in accounts controlled by Oaktree, as administrative agent for the Lenders, of at least (a) $15.0 million from the Effective Date until the date on which the second tranche of loans are funded (the "Step-Up Date") and (b) $20.0 million from and after the Step-Up Date, provided, in the case of (a) and (b), that following any Permitted BXCL701 Release Event (as defined below), such amount will increase by $12.5 million, and following such time as unaffiliated third parties hold ownership of at least 30% of the equity interests in the BXCL701 Subsidiaries, such amount will increase by an additional $5.0 million (provided, that such amount will in no event exceed 50% of the aggregate amount of loans outstanding at any time); and (ii) a minimum revenue test, measured quarterly beginning with the Company's fiscal quarter ending on December 31, 2023, that requires consolidated net revenue of the Company and its subsidiaries for the six consecutive month period ending on the last day of each such fiscal quarter to not be less than a minimum revenue amount specified in the Credit Agreement. Failure of the Company to comply with the financial covenants will result in an event of default, subject to certain cure rights of the Company with respect to the revenue covenant.

Notwithstanding the foregoing, the Credit Agreement permits OnkosXcel Therapeutics LLC ("OnkosXcel"), the Company's subsidiary formed to develop BXCL701 and related assets (together with OnkosXcel Employee Holdings LLC and their respective subsidiaries, the "BXCL701 Subsidiaries") to receive . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


            Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 above regarding the Credit Agreement and the RIFA are incorporated by reference under this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The information included in Item 1.01 above regarding the issuance of the Warrants and the Equity Investment are incorporated by reference under this Item 3.02. The Warrants were issued, and the Warrant Shares and Equity Investment Shares 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.

Item 9.01. Financial Statements and Exhibits.





(d)  Exhibits:


Exhibit No.        Description
  4.1                Form of Warrant

  4.2                Registration Rights Agreement, dated April 19, 2022, 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
                   Strategic Income II, Inc., 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 Loan Acquisition Fund, L.P., Oaktree LSL Fund Delaware Holdings
                   EURRC, L.P., and Q Boost Holding LLC.

104                Cover Page Interactive Data File (the cover page XBRL tags are embedded
                   within the inline XBRL document)

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