BioXcel Therapeutics (BTAI) Proxy Filing summary

Executive summary

• Special Meeting scheduled for January 28, 2025, to be held virtually for all stockholders of record as of December 17, 2024.

• Main agenda: approval of a reverse stock split to maintain Nasdaq listing and authorization to adjourn the meeting if needed for additional proxy solicitation.

• Board unanimously recommends voting in favor of both proposals.

Voting matters and shareholder proposals

• Proposal 1: Approve an amendment to effect a reverse stock split at a ratio between 1-for-5 and 1-for-30, at the Board's discretion, to comply with Nasdaq's $1.00 minimum bid price requirement.

• Proposal 2: Authorize adjournment of the meeting to solicit more proxies if insufficient votes are received for Proposal 1.

• Both proposals require a majority of votes cast for approval; abstentions have no effect.

• No other matters are expected to be brought before the meeting.

Board of directors and corporate governance

• Board retains discretion to determine the reverse split ratio and timing within one year of stockholder approval.

• Board may choose not to implement the reverse split if deemed not in the best interests of stockholders.

• Board believes maintaining Nasdaq listing is critical for liquidity and capital access.