Dilution profile // every instrument, one screen, from SEC filings

BioXcel Therapeutics, Inc. (BTAI)

CIK 1720893 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGHS-3 on file 2025-01-10
= is there a registration (S-1/S-3 family) on file without a later withdrawal
no structured fee data on the live registrations, so this is a yes/no, not a size
Overhead supply
MEDIUMwarrants = 25% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW+7% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
HIGH~2.7 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-11-012026-08-11

Latest: 31.3M shares as of Aug 11, 2026 (10-Q). Share count fell from 42.7M to 5.5M between Oct 31, 2024 and Mar 26, 2025, a pattern consistent with a reverse split (roughly 1-for-8); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
March2026 Accompanying Warrants4.5M$1.61
Option Warrants March20254.0M$3.5
March2025 Accompanying Warrants4.0M$4.2
March2025 Prefunded Warrants3.8M$0.001
March2026 Pre Funded Warrants2.0M$0.001
Warrants2025 Accompanying Warrants1.7Mnot tagged
Accompanying Warrants March20251.7M$4.2
November Warrants2024 Repriced Accompanying Warrants846,000$1.6145y
November2024 Accompanying Warrants846,000$1.614
November2024 Prefunded Accompanying Warrants563,000$0.016
Warrants2024 Accompanying Warrants Strike Price Amended539,000$1.6145y
Warrants2024 Accompanying Warrants539,000$51.2

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 7.9M underlying shares, as reported Jun 30, 2026 (10-Q).

Down-round (price protection) accounting has been tagged in this filer’s XBRL: some instrument carries repricing protection. Which tranche requires reading the exhibits.

Rough fully diluted estimate: 39.2M = 31.3M O/S + 7.9M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

No convertible-note facts tagged in the 10-Q filed Aug 13, 2026. If convertible notes exist, their terms live in exhibit prose for this filer and are not parsed; absence of a tag is not proof of absence. The exhibits are the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding31.3MAug 11, 2026
+ March2026 Accompanying Warrants (if exercised)4.5MJun 30, 2026
+ Option Warrants March2025 (if exercised)4.0MMar 3, 2025
+ March2025 Accompanying Warrants (if exercised)4.0MMar 3, 2025
+ March2025 Prefunded Warrants (if exercised)3.8MMar 3, 2025
+ March2026 Pre Funded Warrants (if exercised)2.0MMar 10, 2026
+ Warrants2025 Accompanying Warrants (if exercised)1.7MJun 30, 2026
+ Accompanying Warrants March2025 (if exercised)1.7MJun 30, 2026
+ November Warrants2024 Repriced Accompanying Warrants (if exercised)846,000Jun 30, 2026
+ November2024 Accompanying Warrants (if exercised)846,000Jun 30, 2026
+ November2024 Prefunded Accompanying Warrants (if exercised)563,000Nov 22, 2024
+ Warrants2024 Accompanying Warrants Strike Price Amended (if exercised)539,000Jun 30, 2026
+ Warrants2024 Accompanying Warrants (if exercised)539,000Mar 10, 2026
Fully diluted estimate56.4M+80.1% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

S-3Jan 10, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →
S-3Jan 12, 2024no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 3 executed · 0 registered.

EXECUTEDApr 17, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMar 11, 2026Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDAug 18, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDAug 6, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDApr 3, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDMar 4, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEJan 17, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJan 10, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDNov 25, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EXECUTEDNov 21, 2024Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDNov 21, 2024Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
UPDATEJun 4, 2024Resale prospectus — existing holders registering to sell424B7

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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