BioXcel Therapeutics Inc 2025年度报告

(Mark one)Annual Report Pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934 ☒For the fiscal year ended December31, 2025or☐Transition Report Pursuant to Section13 or 15(d)of the Securities Exchange Act of 1934For the transition period fromto BioXcel Therapeutics, Inc. (Exact name of Registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act.Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports) and (2)has been subject to suchfiling requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and “emerging growthcompany” in Rule12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ As of June 30, 2025, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of theregistrant’s common stock held by non-affiliates of the registrant was approximately $11,021,589 (based upon the closing sale price of the registrant’scommon stock reported on the Nasdaq Capital Market on that date). This calculation excludes shares held by the registrant’s current directors andexecutive officers and stockholders that the registrant has concluded are affiliates of the registrant. There were 27,074,586 shares of our common stock outstanding at March 26, 2026. TABLE OF CONTENTS Forward Looking StatementsSummary Risk FactorsPartI.Item1. BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal ProceedingsItem4.Mine Safety Disclosures 113115115115PartII.Item5.Market for Registrant’s Common Equity, Related Stockholder Matters and IssuerPurchases of Equity Securities115Item6. Reserved116Item7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations117Item7A.Quantitative and Qualitative Disclosures About Market Risk137Item8.Financial Statements and Supplementary Data137Item9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure137Item9A.Controls and Procedures138Item9B.Other Information139Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections140PartIII.Item10.Directors, Executive Officers and Corporate Governance141Item11.Executive Compensation148Item12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters153Item13.Certain Relationships and Related Transactions, and Director Independence155Item14.Principal Accounting Fees and Services160PartIV.Item15.Exhibits and Financial Statement Schedules161Item16.Form10-K Summary168Signatures169 FORWARD-LOOKING STATEMENTS This Annual Report on Form10-K contains forward-looking statements within the meaning of thePrivate Securities Litigation Reform Act of 1995. We intend such forward-looking statements to becovered by the safe harbor provisions for forward-looking statements contained in Sectio