UNITED STATES
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FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 12, 2025, BioXcel Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 9,726,849 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 44.68% of the Company’s outstanding common stock as of the October 31, 2025 record date. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 12, 2025.
Proposal 1 — Election of three Class I directors for a term of office expiring on the date of the annual meeting of stockholders in 2028 and until their respective successors have been duly elected and qualified.
| Nominee | Votes FOR | Votes WITHHELD | Broker Non-Votes | ||||
| June Bray | 1,735,749 | 322,163 | 7,668,937 | ||||
| Sandeep Laumas, M.D. | 1,474,122 | 583,790 | 7,668,937 | ||||
| David Mack | 1,840,490 | 217,422 | 7,668,937 | ||||
Proposal 2 — Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||
| 9,478,711 | 202,558 | 45,580 | 0 | ||||
Proposal 3 — Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||
| 1,616,305 | 394,890 | 46,717 | 7,668,937 | ||||
Proposal 4 — Approval of an amendment to our Amended and Restated Certificate of Incorporation, as amended to effect, within 12 months following the date of stockholder approval and solely if the Board determines it is necessary and advisable to regain compliance with the minimum bid price requirements of the Nasdaq Capital Market, a reverse stock split at a ratio of not less than 1-for-2 and not greater than 1-for-20, with the exact ratio to be set within that range by the Board.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||
| 7,557,091 | 2,116,237 | 53,521 | 0 | ||||
Proposal 5 — Authorization of one or more adjournments of the Annual Meeting to solicit additional proxies in the event there are insufficient votes to approve Proposal 4 described above.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | ||||
| 8,137,303 | 1,508,591 | 80,955 | 0 | ||||
Based on the foregoing, the three director nominees were elected, and Proposals 2, 3, 4 and 5 were approved, and adjournment of the Annual Meeting was not necessary or appropriate because there were sufficient votes in favor of Proposal 4.
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.
| BIOXCEL THERAPEUTICS, INC. | ||
| Date: December 15, 2025 | By: | /s/ Richard Steinhart |
| Richard Steinhart | ||
| Chief Financial Officer | ||