| Item 1. | |
| (a) | Name of issuer:
BioXcel Therapeutics, Inc. |
| (b) | Address of issuer's principal executive
offices:
555 Long Wharf Drive, New Haven, Connecticut, 06511 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting Persons:
i) Oaktree Fund Advisors, LLC (OFA);
ii) Oaktree Capital Management LP (OCM);
iii) Oaktree Capital Holdings, LLC (OCH);
iv) Oaktree Capital Group Holdings GP, LLC (OCGH GP). |
| (b) | Address or principal business office or, if
none, residence:
333 South Grand Avenue, 28th Floor, Los Angeles, CA 90071 |
| (c) | Citizenship:
See responses to Item 4 on each cover page. |
| (d) | Title of class of securities:
Common Stock, par value $0.001 per share |
| (e) | CUSIP No.:
09075P105 |
| Item 3. | If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please
specify the type of institution: |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). |
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
2,724,075 |
| (b) | Percent of class:
5.2 % |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the
vote:
See responses to Item 6 on each cover page.
The reported securities represent 2,724,075 shares of Common Stock acquirable upon exercise of an equivalent number of warrants each to acquire one share of Common Stock (Warrants) beneficially owned by the Reporting Persons. In this regard, 1,901,131 Warrants are directly held by funds and accounts managed by OCM and 822,944 Warrants are directly held by funds and accounts managed by OFA, as set forth in Exhibit 99.2 of this Schedule 13G. Each of OCM and OFA are indirectly managed by OCH, and OCGH GP, as holder of the Class B Units of OCH, has ultimate investment control over the reported securities. The filing of this statement shall not be deemed an admission of beneficial ownership, for purposes of Schedule 13(d) or otherwise, by any of the Reporting Persons or entities listed on Schedule 99.2.
|
| | (iii) Sole power to dispose or to direct the
disposition of:
0
|
| | (iv) Shared power to dispose or to direct the
disposition of:
See responses to Item 8 on each cover page and response to Item (ii) of this Item 4(c).
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of
Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or
Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of
the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule
13d-1(c)