UNITED STATES
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Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously reported, on September 19, 2024, Matthew Wiley, Senior Vice President and Chief Commercial Officer of BioXcel Therapeutics, Inc. (the “Company”), and the Company agreed that Mr. Wiley would cease his employment with the Company, effective October 2, 2024 (the “Separation Date”) and would serve as a consultant for a period of time thereafter. In connection with Mr. Wiley’s separation, on October 3, 2024, the Company entered into a Separation Agreement and General Release (the “Separation Agreement”) with Mr. Wiley pursuant to which Mr. Wiley will be entitled to the severance payments and benefits under his employment agreement with the Company, which include (i) a pro-rated portion of any annual bonus earned for 2024; (ii) base salary continuation for nine months; and (iii) reimbursement for COBRA premium payments for nine months. Mr. Wiley’s receipt of the severance payments and benefits is subject to his execution and non-revocation of a release of claims in favor of the Company.
In addition, on October 8, 2024, the Company entered into a Consulting Agreement with Commercial Science, LLC, a limited liability company managed by Mr. Wiley (the “Consulting Agreement”), pursuant to which Mr. Wiley will provide consulting and advisory services to the Company following the Separation Date at an hourly rate of $330 plus out-of-pocket expenses. The Consulting Agreement will expire on December 31, 2024, unless earlier terminated pursuant to its terms.
The foregoing descriptions of the Separation Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Separation Agreement and the Consulting Agreement, which are attached hereto as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit No. | Description | |
| 10.1 | Separation Agreement between BioXcel Therapeutics, Inc. and Matthew Wiley, dated October 3, 2024 | |
| 10.2† | Consulting Agreement between BioXcel Therapeutics, Inc. and Matthew Wiley, dated October 8, 2024 | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
† Annexes, schedules, and certain exhibits have been omitted pursuant to Item 601(a)(5)(b)(2) of Regulation S-K. The Registrant hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: October 9, 2024 | BIOXCEL THERAPEUTICS, INC. |
| /s/ Richard Steinhart | |
| Richard Steinhart | |
| Chief Financial Officer |