v3.26.1
Commitments and Contingencies
6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 16. Commitments and Contingencies

From time to time, in the ordinary course of business, the Company may be subject to litigation and regulatory examinations as well as information gathering requests, inquiries and/or investigations. Other than the items below, the Company is not currently subject to any matters where it believes there is a reasonable possibility that a material loss may be incurred.

On July 7, 2023, plaintiff Katelyn Martin filed a class action complaint against the Company and certain executives in the United States District Court for the District of Connecticut, captioned Martin v. BioXcel Therapeutics, et al., 3:23-cv-00915 (D. Conn). The case has since been renamed to Hills et al v. BioXcel Therapeutics, Inc. et al. On October 4, 2023, pursuant to the Private Securities Litigation Reform Act, the court appointed two co-Lead Plaintiffs. The co-Lead Plaintiffs filed an amended complaint on December 5, 2023, alleging violations of Sections 10(b) and 20A of the Securities and Exchange Act of 1934 (the “Exchange Act”) and SEC Rule 10b-5 promulgated thereunder. On July 11, 2024, the Court dismissed the amended complaint without prejudice and, on August 1, 2024, co-Lead Plaintiffs filed a second amended complaint. The second amended complaint alleges that defendants made false or misleading statements regarding the TRANQUILITY II trial and the development of BXCL501 for an expanded indication related to the treatment of certain Alzheimer’s-related agitation. The Company moved to dismiss the second amended complaint on September 6, 2024. On February 24, 2025, while the Company’s motion to dismiss remained pending, Plaintiffs moved for leave to further amend their complaint. On September 29, 2025, the Court issued an order granting Plaintiffs’ motion for leave to amend, denying Defendants’ motion to dismiss as moot, and allowing Plaintiffs to proceed on certain of their claims. The Company filed an answer to the third amended complaint on October 28, 2025.

On January 27, 2026, the parties filed a joint motion to vacate deadlines pending settlement, and on February 27, 2026, the parties filed a stipulation regarding settlement. The settlement agreement includes a cash payment of $9,750 funded by the Company’s insurance carriers. On March 2, 2026, the Court granted preliminary approval of the settlement. Accordingly, the Company recorded an estimated $9,750 liability within Other current liabilities in the Company’s Condensed Consolidated Balance Sheets with a corresponding insurance recovery for the 100% portion to be paid directly by certain of the Company’s insurance carriers within Other current assets in the Company’s Condensed Consolidated Balance Sheets. In March 2026, the insurance carriers funded the settlement escrow for the $9,750 cash settlement. The settlement is subject to the hearing on the motion for final approval, scheduled for September 2, 2026, and no payments will be released from escrow until such approval is granted. Accordingly, the settlement liability and related insurance recovery will remain recorded on the Company’s Condensed Consolidated Balance Sheets until final approval of the settlement is obtained.

On November 28, 2023, Plaintiffs Pratheesan Panancherry and Jeffrey Bastress filed a stockholder derivative complaint in the United States District Court for the District of Connecticut purportedly on behalf of the Company and against Vimal Mehta, Richard I. Steinhart, Peter Mueller, June Bray, Sandeep Laumas, Michael Miller, Michal Votruba, and Krishnan Nandabalan as Defendants, and the Company as Nominal Defendant under the caption Panancherry et al v. Mehta et al, 3:23-cv-1554. Following the initial action, Plaintiffs Maria Vomvolakis (3:24-cv-3) and Kelly Fowler (3:24-cv-203) each filed separate stockholder derivative complaints in the District of Connecticut raising similar claims as Panancherry and Bastress, including business torts and violations of the Securities Exchange Act of 1934. The cases have been consolidated under the caption In re BioXcel Therapeutics, Inc. Stockholder

Derivative Litigation, 3:23-cv-1554 (D. Conn.). On October 30, 2025, the Court entered the parties’ joint stipulation staying the consolidated action until the resolution of Hills v. BioXcel et al, 3:23-cv-00915 (D. Conn.).

On January 11, 2024, Plaintiff Jeremy Smith filed a stockholder derivative complaint in the United States District Court for the District of Delaware purportedly on behalf of the Company and against Vimal Mehta, Peter Mueller, June Bray, Sandeep Laumas, Michael Miller, Michal Votruba, Richard I. Steinhart, Robert Risinger, and Krishnan Nandabalan as Defendants, and the Company as Nominal Defendant under the caption Smith v. Mehta et al, 1:24-cv-00041. Following the initial action, Plaintiff Janice Korff filed a stockholder derivative complaint in the District of Delaware raising similar claims as Smith (1:24-cv-130), including business torts and violations of the Securities Exchange Act of 1934. The cases have been consolidated under the caption In re BioXcel Therapeutics, Inc. Derivative Litigation, 1:24-cv-00041 (D. Del.). On October 30, 2025, the Court entered the parties’ joint stipulation staying the consolidated action until the resolution of Hills v. BioXcel et al, 3:23-cv-00915 (D. Conn.).

On May 7, 2025, Plaintiff Yaakov Portnoy filed a stockholder derivative complaint in the Court of Chancery of the State of Delaware purportedly on behalf of the Company and against Vimal Mehta, Peter Mueller, June Bray, Sandeep “Steve” Laumas, Michael P. Miller, Michal Votruba, Richard I. Steinhart, Robert Risinger, and Krishnan Nandabalan, and the Company as Nominal Defendant under the caption Yaakov Portnoy, derivatively on behalf of BioXcel Therapeutics, Inc. v. Vimal Mehta, et al, 2025-0508-BWD (Del. Ch.).  The complaint alleges similar claims to those raised in In re BioXcel Therapeutics, Inc. Derivative Litigation, 1:24-cv-00041 (D. Del.), including business torts. On January 27, 2026, the Court entered the parties’ joint stipulation staying the case until the resolution of Hills v. BioXcel et al, 3:23-cv-00915 (D. Conn.).

On March 20, 2026, Plaintiff Travis Vrana filed a stockholder derivative complaint purportedly on behalf of the Company and against Peter Mueller, June Bray, Sandeep Laumas, David Mack, Vimal Mehta, Michael Miller, Rajiv Patni, Michal Votruba, Richard I. Steinhart, and Robert Risinger as Defendants, and the Company as Nominal Defendant under the caption Vrana v. Mueller et al, 3:26-cv-00423 (D. Conn.). The complaint alleges similar claims to those raised in In re BioXcel Therapeutics, Inc. Stockholder Derivative Litigation, 3:23-cv-1554 (D. Conn.), including business torts and violations of the Securities Exchange Act of 1934. On May 19, 2026, the Court in Vrana v. Mueller et al, 3:26-cv-00423 (D. Conn.), entered the parties’ joint stipulation staying that case for a period of 90 days.

On May 15, 2026, Plaintiff Chirag Mody filed a stockholder derivative complaint purportedly on behalf of the Company and against Vimal Mehta, Peter Mueller, June Bray, Sandeep Laumas, Michael Miller, Michal Votruba, Richard I. Steinhart, Robert Risinger, and Krishnan Nandabalan as Defendants, and the Company as Nominal Defendant under the caption Mody v. Mehta et al, 3:25-cv-00762 (D. Conn.). The complaint alleges similar claims to those raised in In re BioXcel Therapeutics, Inc. Stockholder Derivative Litigation, 3:23-cv-1554 (D. Conn.), including business torts and violations of the Securities Exchange Act of 1934. On July 14, 2026, the Court in Mody v. Mehta et al, 3:25-cv-00762 (D. Conn.), entered the parties’ joint stipulation staying that case for a period of 90 days.

At this time, the Company does not believe the claims in the above-captioned matters have merit, and intends to vigorously defend against them; however, the potential costs and liabilities associated with this litigation are uncertain.

In April 2022, the Company signed a commercial supply agreement that requires minimum annual payments for the first three years of the agreement that in aggregate total $10,000 for the three-year period, of which $5,000 was originally due in year ended 2024. On July 11, 2024, the Company entered into an amendment to the commercial supply agreement (the “Product Supply Agreement Amendment”) that reduces the specified minimum annual payment over the next three years starting in the year ended 2024 and, thereafter, for a specified interval, provides for minimum annual payments to the extent that the Company receives approval of a supplemental new drug application (sNDA) or a new drug application (NDA) from the FDA for enumerated indications. The Company’s renegotiated agreement reduced the minimum commitment for 2024 to $1,000 and thereafter for the term of the agreement in annual amounts ranging from $2,000 to $5,000 subject, in certain instances, to the extent that the Company receives approval of an sNDA or NDA from the FDA for enumerated indications. In accordance with the Product Supply Agreement Amendment, the minimum commitments were reduced to $1,000, $2,000 and $2,000 in the years 2024, 2025, and 2026. In addition, the Company agreed to make a reconciliation payment of $1,200 in the third quarter of 2024 for full settlement for amounts due prior to the July 11, 2024 amendment.