BioXcel Therapeutics (BTAI) 10-Q 14 Nov 19 2019 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2019	Nov. 08, 2019
Document and Entity Information
Entity Registrant Name	BioXcel Therapeutics, Inc.
Entity Central Index Key	0001720893
Document Type	10-Q
Document Period End Date	Sep. 30, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		18,035,025
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q3
Entity Shell Company	false
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true

BALANCE SHEETS

BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 40,252	$ 42,565
Prepaid expenses and other current assets	1,109	491
Due from Parent		115
Total current assets	41,361	43,171
Property and equipment, net	1,086	327
Operating lease right-of-use asset	1,199
Other assets	51	51
Total assets	43,697	43,549
Current liabilities
Accounts payable	4,238	1,604
Accrued expenses	3,387	3,056
Due to Parent	59
Other current liabilities	522
Total current liabilities	8,206	4,660
Operating lease liability	1,071
Total liabilities	9,277	4,660
Stockholders' equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; no shares issued or outstanding
Common stock, $0.001 par value, 50,000,000 shares authorized; 18,035,025 and 15,663,221 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively	18	16
Additional paid-in-capital	82,815	62,593
Accumulated deficit	(48,413)	(23,720)
Total stockholders' equity	34,420	38,889
Total liabilities and stockholders' equity	$ 43,697	$ 43,549

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2019	Dec. 31, 2018	Mar. 12, 2018
BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000,000	10,000,000	10,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value	$ 0.001	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000	50,000,000
Common stock, shares issued (in shares)	18,035,025	15,663,221
Common stock, shares outstanding (in shares)	18,035,025	15,663,221

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Operating costs and expenses
Research and development	$ 7,122	$ 3,821	$ 19,302	$ 8,540
General and administrative	2,012	1,298	5,886	4,109
Total operating expenses	9,134	5,119	25,188	12,649
Loss from operations	(9,134)	(5,119)	(25,188)	(12,649)
Other income
Dividend and interest income, net	116	232	495	454
Net loss	$ (9,018)	$ (4,887)	$ (24,693)	$ (12,195)
Net loss per share attributable to common stockholders basic and diluted	$ (0.57)	$ (0.31)	$ (1.57)	$ (0.86)
Weighted average shares outstanding - basic and diluted	15,752,196	15,645,545	15,695,263	14,228,192

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Common stockIPO	Common stock	Additional Paid in CapitalIPO	Additional Paid in Capital	Accumulated Deficit	IPO	Total
Beginning Balance at Dec. 31, 2017		$ 10		$ 3,458	$ (4,450)		$ (982)
Beginning Balance (in shares) at Dec. 31, 2017		9,907,548
Issuance of common shares	$ 5	$ 1	$ 54,097	1,949		$ 54,102	1,950
Issuance of common shares (in shares)	5,454,545	283,452
Stock-based compensation				1,319			1,319
Net loss					(4,282)		(4,282)
Ending Balance at Mar. 31, 2018		$ 16		60,823	(8,732)		52,107
Ending Balance (in shares) at Mar. 31, 2018		15,645,545
Beginning Balance at Dec. 31, 2017		$ 10		3,458	(4,450)		(982)
Beginning Balance (in shares) at Dec. 31, 2017		9,907,548
Net loss							(12,195)
Ending Balance at Sep. 30, 2018		$ 16		62,452	(16,645)		45,823
Ending Balance (in shares) at Sep. 30, 2018		15,645,545
Beginning Balance at Mar. 31, 2018		$ 16		60,823	(8,732)		52,107
Beginning Balance (in shares) at Mar. 31, 2018		15,645,545
Stock-based compensation				740			740
Net loss					(3,026)		(3,026)
Ending Balance at Jun. 30, 2018		$ 16		61,563	(11,758)		49,821
Ending Balance (in shares) at Jun. 30, 2018		15,645,545
Stock-based compensation				889			889
Net loss					(4,887)		(4,887)
Ending Balance at Sep. 30, 2018		$ 16		62,452	(16,645)		45,823
Ending Balance (in shares) at Sep. 30, 2018		15,645,545
Beginning Balance at Dec. 31, 2018		$ 16		62,593	(23,720)		$ 38,889
Beginning Balance (in shares) at Dec. 31, 2018		15,663,221					15,663,221
Stock-based compensation				682			$ 682
Exercise of stock options				1			1
Exercise of stock options (in shares)		2,581
Net loss					(7,204)		(7,204)
Ending Balance at Mar. 31, 2019		$ 16		63,276	(30,924)		32,368
Ending Balance (in shares) at Mar. 31, 2019		15,665,802
Beginning Balance at Dec. 31, 2018		$ 16		62,593	(23,720)		$ 38,889
Beginning Balance (in shares) at Dec. 31, 2018		15,663,221					15,663,221
Net loss							$ (24,693)
Ending Balance at Sep. 30, 2019		$ 18		82,815	(48,413)		$ 34,420
Ending Balance (in shares) at Sep. 30, 2019		18,035,025					18,035,025
Beginning Balance at Mar. 31, 2019		$ 16		63,276	(30,924)		$ 32,368
Beginning Balance (in shares) at Mar. 31, 2019		15,665,802
Issuance of common shares				230			230
Issuance of common shares (in shares)		21,744
Stock-based compensation				1,030			1,030
Net loss					(8,471)		(8,471)
Ending Balance at Jun. 30, 2019		$ 16		64,536	(39,395)		25,157
Ending Balance (in shares) at Jun. 30, 2019		15,687,546
Issuance of common shares		$ 2		17,503			17,505
Issuance of common shares (in shares)		2,347,479
Stock-based compensation				776			776
Net loss					(9,018)		(9,018)
Ending Balance at Sep. 30, 2019		$ 18		$ 82,815	$ (48,413)		$ 34,420
Ending Balance (in shares) at Sep. 30, 2019		18,035,025					18,035,025

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2018
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
Issuance costs paid	$ 1,991	$ 11	$ 5,898

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (24,693)	$ (12,195)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization	218	9
Stock-based compensation expense	2,488	2,949
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(618)	(515)
Accounts payable, accrued expenses and other	3,249	584
Net cash used in operating activities	(19,356)	(9,168)
CASH FLOWS FROM INVESTING ACTIVITIES:
Property and equipment, net	(868)	(182)
Net cash used in investing activities	(868)	(182)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net	17,736	56,512
Exercise of options	1
Due to (from) Parent	174	(556)
Note Payable — Parent		(371)
Net cash provided by financing activities	17,911	55,585
Net (decrease) increase in cash and cash equivalents	(2,313)	46,235
Cash and cash equivalents, beginning of the period	42,565	887
Cash and cash equivalents, end of the period	40,252	47,122
Supplemental cash flow information:
Interest paid	$ 47	1
Supplemental disclosure of non-cash Financing Activity:
Deferred issuance costs, unpaid as of December 31, 2017		391
Deferred issuance costs reclassified to additional paid-in-capital upon completion of initial public offering.		461
Reclassification of net Parent Investment in the Company to accumulated deficit.		$ 440

Organization and Principal Acti

Organization and Principal Activities	9 Months Ended
	Sep. 30, 2019
Organization and Principal Activities
Organization and Principal Activities	Note 1. Organization and Principal Activities BioXcel Therapeutics, Inc. (the “Company” or “BTI”) is a clinical stage biopharmaceutical company utilizing novel artificial intelligence-based approaches to identify the next wave of medicines across neuroscience and immuno-oncology. The Company’s drug re-innovation approach leverages existing approved drugs and/or clinically validated product candidates together with big data and proprietary machine learning algorithms to identify new therapeutic indices. The Company is a majority-owned subsidiary of BioXcel Corporation (“BioXcel” or “Parent”) and was incorporated under the laws of the State of Delaware on March 29, 2017. The Company’s principal office is in New Haven, Connecticut. Unless otherwise indicated or the context requires otherwise, references in this report to “we,” “our,” “us” and similar expressions refer to BioXcel Therapeutics, Inc. The unaudited financial information for the nine months ended September 30, 2019 and 2018 is presented on the same basis as the financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. The Company does not have any components of other comprehensive income (loss) recorded within its financial statements, and, therefore, does not separately present a statement of comprehensive income (loss) in its financial statements. Certain reclassifications have been made to the prior year financial information to conform to the current period presentation. These reclassifications had no effect on the reported results of operations. The Company’s primary activities have been the development of a clinical plan and pre-clinical research and development of two advanced programs: BXCL501, a sublingual thin film formulation of dexmedetomidine designed for acute treatment of agitation resulting from neurological and psychiatric disorders, and BXCL701, an immuno-oncology agent designed for treatment of a rare form of prostate cancer and for treatment of pancreatic cancer. These two programs and two emerging programs BXCL502 and BXCL702 (together, the “BTI Business”) have been contributed to the Company from the Parent pursuant to an asset contribution agreement, effective June 30, 2017, with BioXcel, as amended and restated on November 7, 2017 (the “Contribution Agreement”).

Initial Public Offering

Initial Public Offering	9 Months Ended
	Sep. 30, 2019
Initial Public Offering
Initial Public Offering	Note 2. Initial Public Offering On March 7, 2018, the Company’s registration statement on Form S‑1 relating to its initial public offering of its common stock (the “IPO”) was declared effective by the Securities and Exchange Commission (“SEC”). The IPO closed on March 12, 2018, and the Company issued and sold 5,454,545 shares of common stock at a public offering price of $11.00 per share. Gross proceeds totaled $60,000 and net proceeds totaled $54,102 after deducting underwriting discounts and commissions of $4,200 and other offering costs of approximately $1,698. In connection with and effective upon the completion of its IPO, the Company effectuated a 237 to one stock split. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements have been adjusted retroactively, where applicable, to reflect the stock split. Also, in connection with the completion of its IPO, the Company amended its articles of incorporation to authorize the issuance of up to 50,000,000 shares of common stock with a par value of $.001 each and 10,000,000 shares of preferred stock with a par value of $.001 each.

Liquidity and Going Concern

Liquidity and Going Concern	9 Months Ended
	Sep. 30, 2019
Liquidity and Going Concern
Liquidity and Going Concern	Note 3. Liquidity and Going Concern In accordance with Accounting Standards Update (“ASU”) 2014‑15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205‑40), management must evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. The Company’s financial statements are prepared using Generally Accepted Accounting Principles in the United States of America (“GAAP”) applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses and negative operating cash flows since inception. For the nine months ended September 30, 2019, the Company recorded a net loss of approximately $24,693 and used approximately $19,356 of cash in operating activities. As of September 30, 2019, the Company had approximately $40,252 in cash and cash equivalents and working capital of approximately $33,155. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such capital will be obtained on acceptable terms. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its activities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities should the Company be unable to continue as a going concern. Management’s plan to continue as a going concern includes obtaining additional capital resources. Management’s plans to obtain such resources for the Company include obtaining capital from the sale of its equity securities, entering into strategic partnership arrangements and short-term borrowings from banks, stockholders or other related parties, if needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2019
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 4. Summary of Significant Accounting Policies Use of Estimates The Company’s financial statements are prepared in accordance with GAAP. The preparation of financial statements requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in its financial statements and the accompanying notes. The most significant estimates in the financial statements relate to the fair value of equity awards and valuation allowance related to the Company’s deferred tax assets and liabilities. Unaudited Interim Financial Information The accompanying unaudited financial statements do not include all of the information and footnotes required by GAAP. The accompanying year-end balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2019, and the results of its operations for the three and nine months ended September 30, 2019 and 2018 and its cash flows for the nine months ended September 30, 2019 and 2018, respectively. The results for the nine months ended September 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019, any other interim periods or any future year or period. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2019, cash equivalents were comprised of money market funds. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until the equity financing was consummated. After consummation of an equity financing, these costs were recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering. As of December 31, 2017, the Company recorded deferred offering costs relating to its IPO of $461. The Company’s IPO was completed in March 2018, and these costs, as well as additional IPO costs including commissions of $4,200 and an additional $1,237 of other expenses incurred in 2018, were charged to Additional paid-in-capital. Effective September 23, 2019, the Company terminated its At-The-Market (“ATM”) program. All costs associated with this program have been amortized and charged to Additional paid-in-capital. Property and Equipment Equipment consists of computers and related equipment that are stated at cost and depreciated using the straight-line method over estimated useful life of 5 years. Furniture is being depreciated using the straight-line method over approximately 7 years. Leasehold improvements are being amortized over the shorter of the life of the lease or the asset. The Company follows the guidance provided by the Financial Accounting Standards Board (“FASB”) ASC Topic 360‑10, Property, Plant, and Equipment . Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Since its inception, the Company has not recognized any impairment or disposition of long lived assets. Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our lease did not provide an implicit rate, we used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Renewal options were not included in our calculation of the related asset and liability. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “ Compensation—Stock Compensation, ” which requires the measurement and recognition of compensation expense based on estimated fair market values for all share-based awards made to employees and directors, including stock options. The Company’s stock-based compensation plan was adopted and became effective in August 2017. Prior to the Company adopting its stock-based compensation plan, the Parent granted stock options to its employees. As a result, related stock-based compensation expense has been allocated to the Company over the required service period over which these BioXcel stock option awards vest in the same manner that salary costs of employees have been allocated to the BTI Business in the carve-out process. Both BioXcel and the Company’s stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of stock option awards was determined using the Black-Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they were not publicly traded. Stock awards granted by the Company subsequent to the IPO are valued using market prices at the date of grant. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Black-Scholes option-pricing model was used as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the award is recognized as an expense in the statement of operations over the requisite service period. The periodic expense is then determined based on the valuation of the options. The Company adopted FASB ASU 2016-09, Compensation – Stock Compensation as of January 1, 2018 and has elected to account for forfeitures as they occur, by reversing compensation cost when the award is forfeited. The Company adopted FASB ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting as of January 1, 2019 which allows non-employee options to be expensed using the adoption date fair value. This is expected to reduce the volatility of stock based compensation in future periods. Prior to the adoption date, such options were re-measured at each valuation date. The adoption of this standard is not expected to have a significant impact on the Company’s results of operations. Research and Development Costs Research and development expenses include wages, benefits, facilities, supplies, external services, clinical study and manufacturing costs and other expenses that are directly related to its research and development activities. At the end of the reporting period, the Company compares payments made to third party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. The Company expenses research and development costs as incurred. Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain. Fair Value Measurements ASC 820 “ Fair Value Measurements ” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: · Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. · Level 2—Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. · Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considering counterparty credit risk in its assessment of fair value. The carrying amounts of cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments. Net Loss per Share The Company computes basic net loss per share by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The potential dilutive securities included outstanding options (for both employees and non-employees) for the three and nine months ended September 30, 2019 and 2018. Such securities have not been included in the loss per share calculation since their impact would be anti-dilutive. There were 3,073,861 and 2,919,016 shares of options that were excluded from the calculation of the loss per share for the three and nine months ended September 30, 2019, respectively. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02 Lease Accounting Topic 842 . This ASU requires the Company to record all leases longer than one year on its balance sheet. Under the new guidance, when the Company records leases on its balance sheet, it will record a liability with a value equal to the present value of payments it will make over the life of the lease and an asset representing the underlying leased asset. The new accounting guidance requires the Company to determine if its leases are operating or financing leases, similar to current accounting guidance. The Company will record expense for operating type leases on a straight-line basis as an operating expense and it will record expense for finance type leases as interest expense. The new lease standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The Company adopted the new standard in January 2019 and recorded a ROU asset and related liability in the amount of $1,308 on commencement of a new office lease.

Transactions with BioXcel

Transactions with BioXcel	9 Months Ended
	Sep. 30, 2019
Transactions with BioXcel
Transactions with BioXcel	Note 5. Transactions with BioXcel The Company has entered into the Contribution Agreement, pursuant to which BioXcel agreed to contribute BioXcel’s rights, title and interest in BXCL501, BXCL701, BXCL502 and BXCL702, and all of the assets and liabilities associated in consideration for (i) 9,480,000 shares of our common stock, (ii) $1,000 upon completion of an initial public offering, (iii) $500 upon the later of the 12 month anniversary of an initial public offering and the first dosing of a patient in the bridging bioavailability/ bioequivalence study for the BXCL501 program, (iv) $500 upon the later of the 12 month anniversary of an initial public offering and the first dosing of a patient in the Phase 2 Proof of Consent open label monotherapy or combination trial with Keytruda for the BXCL701 program and (v) a one-time payment of $5,000 within 60 days after the achievement of $50,000 in cumulative net sales of any product or combination of products resulting from the development and commercialization of any one of the Candidates or a product derived therefrom. With the completion of the Company’s IPO in March 2018, $1,000 was charged to Research and Development costs in connection with (ii) above and was paid on April 5, 2018. The Company paid $500 to BioXcel in connection with (iii) above in April 2019. In July 2019, the Company completed the first dosing of a patient in the combination trial of BXCL701 with Keytruda, and as a result the Company paid $500 to BioXcel in connection with (iv) above in July 2019. We entered into a separation and shared services agreement with BioXcel that took effect on June 30, 2017, as amended and restated on November 7, 2017, (the “Services Agreement”), pursuant to which BioXcel will allow us to continue to use the office space, equipment, services and leased employees based on the agreed upon terms and conditions for a payment of defined monthly and/or hourly fees. The parties have agreed that the services and office space provided under the Services Agreement shall decrease over time until the 12-month anniversary of the date of the Services Agreement. The office space and equipment portion of the Services Agreement ended effectively on April 30, 2018 when the Company moved to new office space to accommodate additional personnel that had been hired. Services to be provided by BioXcel through its subsidiary in India, were originally expected to decrease through June 30, 2019 provided such dates may be extended upon mutual agreement between the parties. The parties are currently discussing extending the term of these services provided however no definitive agreement has been agreed upon as of the date hereof. There can be no assurance that the parties will agree to any extension to the Services Agreement in the future. On or before December 31, 2019, the Company expects to have the option to enter into a collaborative services agreement with BioXcel pursuant to which BioXcel shall perform product identification and related services for us utilizing EvolverAI. We have agreed that this agreement will be negotiated in good faith and that such agreement will incorporate reasonable market-based terms, including consideration for BioXcel reflecting a low, single-digit royalty on net sales and reasonable development and commercialization milestone payments, provided that (i) development milestones shall not exceed $10,000 in the aggregate and not be payable prior to proof of concept in humans and (ii) commercialization milestones shall be based on reaching annual net sales levels, be limited to 3% of the applicable net sales level, and not exceed $30,000 in the aggregate. BioXcel shall continue to make such product identification and related services available to us for at least five years from June 30, 2017 pursuant to the Services Agreement. The parties are currently discussing extending the product identification and related services that BioXcel would provide however no definitive agreement has been agreed upon as of the date hereof. There can be no assurance that the parties will agree to any extension to the collaborative services agreement in the future. In connection with the Services Agreement, BioXcel agreed to provide the Company a line of credit, which was capped at $1,000, or the Total Funding Amount, pursuant to the terms of a grid note, the (“Grid Note”). The Grid Note was payable upon the earlier of (i) the completion of an initial public offering and (ii) December 31, 2018, together with interest on the unpaid balance of each advance made under the Grid Note, which would accrue at a rate per annum equal to the applicable federal rate for short-term loans as of the date thereof, in each case calculated based on a 365‑day year and actual days elapsed. All amounts due to BioXcel under the line of credit, the Grid Note, and for expenses paid on the Company’s behalf were paid following the completion of the Company’s IPO on March 20, 2018.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2019
Property and Equipment
Property and Equipment	Note 6. Property & Equipment Property and Equipment, net consisted of the following September 30, December 31, 2019 2018 Unaudited Computers and related equipment $ 228 $ 169 Furniture 344 4 Leasehold improvements 641 172 1,213 345 Accumulated depreciation (127) (18) $ 1,086 $ 327

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2019
Commitments and Contingencies
Commitments and Contingencies	Note 7. Commitments and Contingencies Master Service Agreements The Company has entered into a Master Services Agreement (“MSA”) with a Contract Research Organization (“CRO”), dated November 1, 2018 for strategic planning, expert consultation, clinical trial services, statistical programming and analysis, data processing, data management, regulatory, clerical, project management, medical device services, and other research and development services as set forth in specific work orders. This agreement is for a period of five (5) years. Excluding the CRO’s property, all improvements, inventions, processes, techniques, work product, know-how, data and information generated, conceived, reduced to practice or derived under the MSA by the CRO or its personnel and subcontractors, shall be and remain the exclusive property of the Company, and any inventions that may evolve from the foregoing shall belong to the Company. The Company entered into a series of cancellable work orders to support its clinical trial activities, related to the first of the Company’s BXCL 701 clinical trials. This clinical trial is expected to cost approximately $10,000 and is anticipated to take place over the next two years. To date, the Company has incurred $1,806 in costs for the work surrounding this trial. In the first quarter of 2019 the Company entered into a second series of cancellable work orders to support a second clinical trial related the Company’s BXCL 701 product candidate. This clinical trial is expected to aggregate approximate approximately $8,000 and it is anticipated to take place over the next three years. Approximately one half of this cost is to be reimbursed by a partner. The Company has incurred $1,190 of costs in connection with this trial and has also recorded a related receivable of $173. In addition, an MSA was signed with a second CRO during the first quarter of 2019 to include strategic planning, expert consultation, regulatory activities, data interpretation, New Drug Application (“NDA”) services, and research and development services, including clinical, data management, statistical and medical writing activities.

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2019
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	Note 8. Accrued Expenses and Other Current Liabilities Accrued expenses consist of the following: September 30, 2019 December 31, 2018 Drugs and clinical trial expenses $ 1,429 $ 1,887 Accrued salaries, benefits and travel related costs 1,172 774 Professional and consultant fees 409 181 Legal expenses 377 105 Other administrative accruals — 109 $ 3,387 $ 3,056

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	9 Months Ended
	Sep. 30, 2019
Stockholders’ Equity (Deficit)
Stockholders’ Equity (Deficit)	Note 9. Stockholders’ Equity (Deficit) Authorized Capital The Company is authorized to issue up to 10,000,000 preferred shares with a par value of $0.001 per share. No preferred shares are issued and outstanding. The Company is authorized to issue up to 50,000,000 shares of common stock with a par value of $0.001 per share. The Company had 18,035,025 shares of common stock outstanding as of September 30, 2019. Description of Common Stock Each share of common stock has the right to one vote. The holders of common stock are entitled to dividends when funds are legally available and when declared by the board of directors. Common Stock Issuances On March 7, 2018, the Company’s registration statement on Form S-1 relating to the Company’s IPO was declared effective by the SEC. The IPO closed on March 12, 2018, and the Company issued and sold 5,454,545 shares of common stock at a public offering price of $11.00 per share, for gross proceeds of $60,000 and net proceeds of $54,102 after deducting underwriting discounts and commissions of $4,200 and other offering costs of $1,698. In January and February 2018, the Company issued 283,452 shares of common stock with an issuance price of $6.88 per share for gross and net proceeds of $1,950. On May 20, 2019, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which the Company may offer and sell shares of its common stock, par value $0.001 per share (the “Common Stock”), having an initial offering price no greater than $20.0 million (the “Shares”), from time to time, through an “at the market offering” program under which Jefferies will act as sales agent. Under the Sale Agreement, the Company set the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sale Agreement, Jefferies may sell the Shares by methods deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on or through the Nasdaq Capital Market or any other existing trading market for the Common Stock. The Company agreed to pay Jefferies a commission equal to 3.00% of the gross sales proceeds of any Shares sold through Jefferies under the Sale Agreement and has provided Jefferies with customary indemnification and contribution rights. The Sale Agreement could be terminated at any time by either party upon prior written notice to the other party and was terminated by the Company on September 22, 2019. All deferred issuance costs (including commissions) aggregating $400 associated with implementing the Sale Agreement were charged to Additional paid in capital during the nine months ended September 30, 2019. For the three months ended September 30, 2019, the Company sold 44,449 shares under the Sale Agreement for gross proceeds of $496, issuance costs of $390 or net proceeds of $106. For the nine months ended September 30, 2019, the Company sold 66,193 shares under the Sale Agreement for gross proceeds of $737, issuance costs of $400 or net proceeds of $337. On September 26, 2019, the Company entered into an underwriting agreement with several underwriters in connection with the issuance and sale by the Company in a public offering of 2,303,030 shares of the Company’s common stock at a public offering price of $8.25 per share, less underwriting discounts and commissions, pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-230674) and a related prospectus supplement filed with the SEC (the “September 2019 Offering”). The September 2019 Offering closed on September 30, 2019. The Company received gross and net proceeds of approximately $19,000 and $17,399 respectively from the September 2019 Offering. The Company intends to use the net proceeds of the September 2019 Offering for general corporate purposes, which may include development and commercialization of their product candidates, research and development, general and administrative expenses, license or technology acquisitions, and working capital and capital expenditures.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2019
Stock-Based Compensation
Stock-Based Compensation	Note 10. Stock-Based Compensation Stock Options The Company’s 2017 Stock Incentive Plan (the “2017 Stock Plan”) became effective in August 2017 and will expire in August 2027. Under the 2017 Stock Plan, the Company may grant incentive stock options, non-statutory stock options, restricted stock awards and other stock-based awards. As of September 30, 2019, there were 3,442,313 shares of the Company’s common stock authorized for issuance under the 2017 Stock Plan. Options granted under the 2017 Stock Plan have a term of ten years with vesting terms determined by the board of directors, which is generally four years. The fair value of options granted during the nine months ended September 30, 2019 was estimated using the Black-Scholes option-pricing model with the following assumptions. For the Nine Months Ended September 30, 2019 Exercise price per share $ - $ Expected stock price volatility % - % Risk-free rate of interest % - % Fair value of grants per share $ - $ Expected Term (years) - Prior to the Company’s IPO, it did not have a history of market prices of its common stock and, as such, volatility was estimated using historical volatilities of similar public companies. The expected term of the employee awards is estimated based on the simplified method, which calculates the expected term based upon the midpoint of the term of the award and the vesting period. The Company uses the simplified method because it does not have sufficient option exercise data to provide a reasonable basis upon which to estimate the expected term. The expected term of non-employee awards represents the awards contractual term. The expected dividend yield is 0% as the Company has no history of paying dividends nor does management expect to pay dividends over the contractual terms of these options. The risk-free interest rates are based on the United States Treasury yield curve in effect at the time of grant, with maturities approximating the expected term of the stock options. The following table summarizes information about stock option activity under the 2017 Stock Plan for the nine months ended September 30, 2019 (in thousands, except share and per share data): Weighted Average Number Weighted Average Total Remaining of Exercise Intrinsic Contractual Shares Price per Share Value Life (in years) Outstanding as of January 1, 2019 2,744,153 $ 2.33 $ 7,411 8.8 Options granted 361,800 $ 9.95 $ — 9.6 Options forfeited (11,250) $ 8.45 $ — — Options exercised (2,581) $ 0.41 $ — — Outstanding as of September 30, 2019 3,092,122 $ 3.20 $ 14,431 8.2 Options vested and exercisable as of September 30, 2019 2,058,172 $ 1.53 $ 11,995 8.0 There were 350,191 shares available for grant as of September 30, 2019. The Company recognized stock-based compensation expense under the 2017 Stock Plan of $758 and $2,427 for the three and nine months ended September 30, 2019, respectively. The Company recognized stock-based compensation expense under the 2017 Stock Plan of $917 and $2,777 for the three and nine months ended September 30, 2018, respectively . The total grant-date fair value of options was $2,453 for the nine months ended September 30, 2019. Unrecognized compensation expense related to unvested awards as of September 30, 2019 was $3,359 and will be recognized over the remaining vesting periods of the underlying awards. The weighted-average period over which such compensation is expected to be recognized is 1.4 years. BioXcel Charges BioXcel has granted stock options to its employees under its own Equity Incentive Plan (“BioXcel Plan”). Stock-based compensation expense from the BioXcel Plan is allocated to the Company over the period over which those stock option awards vest and are based on the percentage of time spent on Company activities compared to BioXcel activities, which is the same basis used for allocation of salary costs. The BioXcel stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of these BioXcel stock option awards was determined using the Black Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they are not publicly traded. Share based compensation expense (income), net of forfeitures, recognized by the Company in its statements of operations related to BioXcel equity awards totaled approximately $18 and $61 for the three and nine months ended September 30 , 2019, respectively and $(27) and $172 for the three and nine months ended September 30, 2018, respectively. Total share based compensation charges were approximately $776 and $2,488 for the three and nine months ended September 30, 2019, respectively and $890 and $2,949 for the three and nine months ended September 30, 2018, respectively.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2019
Income Taxes
Income Taxes	Note 11. Income Taxes Deferred income tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial reporting and tax bases of assets and liabilities and are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. As a result of the Company’s cumulative losses, management has concluded that a full valuation allowance against the Company’s net deferred tax assets is appropriate. No income tax liabilities existed as of September 30, 2019 and December 31, 2018 due to the Company’s continuing operating losses.

Leases

Leases	9 Months Ended
	Sep. 30, 2019
Leases
Leases	Note 12. Leases The Company entered into an agreement to lease approximately 11,040 square feet of space on the 12 th floor of the building located at 555 Long Wharf Drive, New Haven, Connecticut that commenced February 22, 2019 (the “Commencement Date”). The premises were occupied in March 2019. The term of the 12 th floor lease continues from the Commencement Date through the last day of the calendar month immediately following the seventh anniversary of the Commencement Date. The Company’s improvement costs were approximately $641 and are being amortized over the life of the lease. Maturities of the operating lease liability are as follows: Year ending December 31, Amount 2019 (excluding the nine months ended September 30, 2019) $ 51 2020 208 2021 196 2022 219 2023 225 Thereafter 506 Total lease payments 1,405 Less imputed interest (173) Total lease liability 1,232 Less current portion (161) Operating lease liability $ 1,071 The current portion of the Company’s operating lease liability of $161 as of September 30, 2019 is included in other current liabilities on the balance sheet. The Company recorded amortization charges and interest expense of $109 and $30, respectively related to its operating lease right-of-use asset for the nine months ended September 30, 2019. The Company has an option to renew the lease for one additional five-year term at 95% of the then-prevailing market rates but not less than the rental rate at the end of the initial lease term.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2019
Summary of Significant Accounting Policies
Use of Estimates	Use of Estimates The Company’s financial statements are prepared in accordance with GAAP. The preparation of financial statements requires the Company to make estimates and assumptions that impact the reported amounts of assets, liabilities and expenses in its financial statements and the accompanying notes. The most significant estimates in the financial statements relate to the fair value of equity awards and valuation allowance related to the Company’s deferred tax assets and liabilities.
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying unaudited financial statements do not include all of the information and footnotes required by GAAP. The accompanying year-end balance sheet was derived from audited financial statements but does not include all disclosures required by GAAP. The unaudited interim financial statements have been prepared on the same basis as the audited annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for the fair statement of the Company’s financial position as of September 30, 2019, and the results of its operations for the three and nine months ended September 30, 2019 and 2018 and its cash flows for the nine months ended September 30, 2019 and 2018, respectively. The results for the nine months ended September 30, 2019 are not necessarily indicative of results to be expected for the year ending December 31, 2019, any other interim periods or any future year or period.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. As of September 30, 2019, cash equivalents were comprised of money market funds.
Deferred Offering Costs	Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until the equity financing was consummated. After consummation of an equity financing, these costs were recorded in stockholders’ equity as a reduction of proceeds generated as a result of the offering. As of December 31, 2017, the Company recorded deferred offering costs relating to its IPO of $461. The Company’s IPO was completed in March 2018, and these costs, as well as additional IPO costs including commissions of $4,200 and an additional $1,237 of other expenses incurred in 2018, were charged to Additional paid-in-capital. Effective September 23, 2019, the Company terminated its At-The-Market (“ATM”) program. All costs associated with this program have been amortized and charged to Additional paid-in-capital.
Property and Equipment	Property and Equipment Equipment consists of computers and related equipment that are stated at cost and depreciated using the straight-line method over estimated useful life of 5 years. Furniture is being depreciated using the straight-line method over approximately 7 years. Leasehold improvements are being amortized over the shorter of the life of the lease or the asset. The Company follows the guidance provided by the Financial Accounting Standards Board (“FASB”) ASC Topic 360‑10, Property, Plant, and Equipment . Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to undiscounted future net cash flows expected to be generated. Impairment charges are recognized at the amount by which the carrying amount of an asset exceeds the fair value of the asset. Assets to be disposed of are reported at the lower of the carrying amount or the fair value less costs to sell. Since its inception, the Company has not recognized any impairment or disposition of long lived assets.
Leases	Leases We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, other current liabilities, and operating lease liabilities in our balance sheet. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As our lease did not provide an implicit rate, we used an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. We use the implicit rate when readily determinable. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Renewal options were not included in our calculation of the related asset and liability. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “ Compensation—Stock Compensation, ” which requires the measurement and recognition of compensation expense based on estimated fair market values for all share-based awards made to employees and directors, including stock options. The Company’s stock-based compensation plan was adopted and became effective in August 2017. Prior to the Company adopting its stock-based compensation plan, the Parent granted stock options to its employees. As a result, related stock-based compensation expense has been allocated to the Company over the required service period over which these BioXcel stock option awards vest in the same manner that salary costs of employees have been allocated to the BTI Business in the carve-out process. Both BioXcel and the Company’s stock option awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service period. The estimated fair value of stock option awards was determined using the Black-Scholes option pricing model on the date of grant. Significant judgment and estimates were used to estimate the fair value of these awards, as they were not publicly traded. Stock awards granted by the Company subsequent to the IPO are valued using market prices at the date of grant. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Black-Scholes option-pricing model was used as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the award is recognized as an expense in the statement of operations over the requisite service period. The periodic expense is then determined based on the valuation of the options. The Company adopted FASB ASU 2016-09, Compensation – Stock Compensation as of January 1, 2018 and has elected to account for forfeitures as they occur, by reversing compensation cost when the award is forfeited. The Company adopted FASB ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting as of January 1, 2019 which allows non-employee options to be expensed using the adoption date fair value. This is expected to reduce the volatility of stock based compensation in future periods. Prior to the adoption date, such options were re-measured at each valuation date. The adoption of this standard is not expected to have a significant impact on the Company’s results of operations.
Research and Development Costs	Research and Development Costs Research and development expenses include wages, benefits, facilities, supplies, external services, clinical study and manufacturing costs and other expenses that are directly related to its research and development activities. At the end of the reporting period, the Company compares payments made to third party service providers to the estimated progress toward completion of the research or development objectives. Such estimates are subject to change as additional information becomes available. Depending on the timing of payments to the service providers and the progress that the Company estimates has been made as a result of the service provided, the Company may record net prepaid or accrued expense relating to these costs. The Company expenses research and development costs as incurred.
Patent Costs	Patent Costs Costs related to filing and pursuing patent applications are recorded as general and administrative expense and expensed as incurred since recoverability of such expenditures is uncertain.
Fair Value Measurements	Fair Value Measurements ASC 820 “ Fair Value Measurements ” defines fair value, establishes a framework for measuring fair value in GAAP and expands disclosures about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820 are described below: · Level 1—Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. · Level 2—Directly or indirectly observable inputs as of the reporting date through correlation with market data, including quoted prices for similar assets and liabilities in active markets and quoted prices in markets that are not active. Level 2 also includes assets and liabilities that are valued using models or other pricing methodologies that do not require significant judgment since the input assumptions used in the models, such as interest rates and volatility factors, are corroborated by readily observable data from actively quoted markets for substantially the full term of the financial instrument. · Level 3—Unobservable inputs that are supported by little or no market activity and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, as well as considering counterparty credit risk in its assessment of fair value. The carrying amounts of cash, accounts payable and accrued expenses approximate fair value due to the short-term nature of these instruments.
Net Loss per Share	Net Loss per Share The Company computes basic net loss per share by dividing net loss available to common stockholders by the weighted average number of common shares outstanding for the period and excludes the effects of any potentially dilutive securities. Diluted earnings per share, if presented, would include the dilution that would occur upon the exercise or conversion of all potentially dilutive securities into common stock using the “treasury stock” and/or “if converted” methods as applicable. The potential dilutive securities included outstanding options (for both employees and non-employees) for the three and nine months ended September 30, 2019 and 2018. Such securities have not been included in the loss per share calculation since their impact would be anti-dilutive. There were 3,073,861 and 2,919,016 shares of options that were excluded from the calculation of the loss per share for the three and nine months ended September 30, 2019, respectively.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU 2016‑02 Lease Accounting Topic 842 . This ASU requires the Company to record all leases longer than one year on its balance sheet. Under the new guidance, when the Company records leases on its balance sheet, it will record a liability with a value equal to the present value of payments it will make over the life of the lease and an asset representing the underlying leased asset. The new accounting guidance requires the Company to determine if its leases are operating or financing leases, similar to current accounting guidance. The Company will record expense for operating type leases on a straight-line basis as an operating expense and it will record expense for finance type leases as interest expense. The new lease standard is effective for annual and interim periods beginning after December 15, 2018, with early adoption permitted. The Company adopted the new standard in January 2019 and recorded a ROU asset and related liability in the amount of $1,308 on commencement of a new office lease.

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2019
Property and Equipment
Schedule of Property and Equipment	September 30, December 31, 2019 2018 Unaudited Computers and related equipment $ 228 $ 169 Furniture 344 4 Leasehold improvements 641 172 1,213 345 Accumulated depreciation (127) (18) $ 1,086 $ 327

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2019
Accrued Expenses and Other Current Liabilities
Schedule of accrued expenses	September 30, 2019 December 31, 2018 Drugs and clinical trial expenses $ 1,429 $ 1,887 Accrued salaries, benefits and travel related costs 1,172 774 Professional and consultant fees 409 181 Legal expenses 377 105 Other administrative accruals — 109 $ 3,387 $ 3,056

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2019
Stock-Based Compensation
Schedule of Valuation Assumptions	For the Nine Months Ended September 30, 2019 Exercise price per share $ - $ Expected stock price volatility % - % Risk-free rate of interest % - % Fair value of grants per share $ - $ Expected Term (years) -
Schedule of Stock Option Activity	Weighted Average Number Weighted Average Total Remaining of Exercise Intrinsic Contractual Shares Price per Share Value Life (in years) Outstanding as of January 1, 2019 2,744,153 $ 2.33 $ 7,411 8.8 Options granted 361,800 $ 9.95 $ — 9.6 Options forfeited (11,250) $ 8.45 $ — — Options exercised (2,581) $ 0.41 $ — — Outstanding as of September 30, 2019 3,092,122 $ 3.20 $ 14,431 8.2 Options vested and exercisable as of September 30, 2019 2,058,172 $ 1.53 $ 11,995 8.0

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2019
Leases
Summary of maturities of the operating lease liability	Year ending December 31, Amount 2019 (excluding the nine months ended September 30, 2019) $ 51 2020 208 2021 196 2022 219 2023 225 Thereafter 506 Total lease payments 1,405 Less imputed interest (173) Total lease liability 1,232 Less current portion (161) Operating lease liability $ 1,071

Organization and Principal Ac_2

Organization and Principal Activities (Details)	9 Months Ended
	Sep. 30, 2019item
Organization and Principal Activities
Number of advanced program	2
Number of emerging programs	2

Initial Public Offering (Detail

Initial Public Offering (Details) $ / shares in Units, $ in Thousands	Mar. 12, 2018USD ($)$ / sharesshares	Feb. 28, 2018USD ($)$ / sharesshares	Sep. 30, 2019USD ($)$ / sharesshares	Sep. 30, 2018USD ($)	Dec. 31, 2018USD ($)$ / sharesshares	Dec. 31, 2017USD ($)
Number of shares issued | shares		283,452
Purchase price (in dollar per share) | $ / shares		$ 6.88
Proceeds from issuance of common stock, net		$ 1,950	$ 17,736	$ 56,512
Underwriting discounts and commissions					$ 4,200
Deferred offering costs						$ 461
Common stock, shares authorized (in shares) | shares	50,000,000		50,000,000		50,000,000
Common stock, par value | $ / shares	$ 0.001		$ 0.001		$ 0.001
Preferred stock, shares authorized (in shares) | shares	10,000,000		10,000,000		10,000,000
Preferred stock, par value (in dollars per share) | $ / shares	$ 0.001		$ 0.001		$ 0.001
IPO
Number of shares issued | shares	5,454,545
Purchase price (in dollar per share) | $ / shares	$ 11
Gross proceeds from issuance of common stock	$ 60,000
Proceeds from issuance of common stock, net	54,102
Underwriting discounts and commissions	4,200
Deferred offering costs	$ 1,698
Stock split	237

Liquidity and Going Concern (De

Liquidity and Going Concern (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018
Liquidity and Going Concern
Cash and cash equivalents	$ 40,252						$ 40,252		$ 42,565
Working capital	33,155						33,155
Net cash used in operating activities							(19,356)	$ (9,168)
Net loss	$ (9,018)	$ (8,471)	$ (7,204)	$ (4,887)	$ (3,026)	$ (4,282)	$ (24,693)	$ (12,195)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2019	Dec. 31, 2018	Jan. 31, 2019	Dec. 31, 2017
Summary of Significant Accounting Policies
Deferred offering costs					$ 461
Underwriting discounts and commissions			$ 4,200
Other offering expenses			$ 1,237
Anti-dilutive securities (in shares)	3,073,861	2,919,016
Right to Use Asset	$ 1,199	$ 1,199
Lease liability	$ 1,232	$ 1,232
ASU 2016-02 | Adjustment
Summary of Significant Accounting Policies
Right to Use Asset				$ 1,308
Lease liability				$ 1,308
Computers and related equipment
Summary of Significant Accounting Policies
Useful life		5 years
Furniture
Summary of Significant Accounting Policies
Useful life		7 years

Transactions with BioXcel (Deta

Transactions with BioXcel (Details) $ in Thousands	Apr. 05, 2018USD ($)	Nov. 07, 2017USD ($)shares	Jul. 31, 2019USD ($)	Apr. 30, 2019USD ($)	Sep. 30, 2019shares	Dec. 31, 2018shares
Transactions with BioXcel
Common shares, issued | shares					18,035,025	15,663,221
BioXcel Corporation | Asset contribution agreement
Transactions with BioXcel
Common shares, issued | shares		9,480,000
Lump sum payment to parent		$ 5,000
Period specified for payment		60 days
Cumulative net sales		$ 50,000
Payment to (received from) related party	$ (1,000)		$ 500	$ (500)
Maximum borrowing capacity		$ 1,000
BioXcel Corporation | Collaborative services agreement
Transactions with BioXcel
Term of agreement		5 years
BioXcel Corporation | Development milestones
Transactions with BioXcel
Potential milestone payments		$ 10,000
BioXcel Corporation | Sales milestones
Transactions with BioXcel
Potential milestone payments		$ 30,000
Maximum milestone (as as percent)		3
BioXcel Corporation | Payable upon milestones | Asset contribution agreement
Transactions with BioXcel
Lump sum payment to parent		$ 1,000
BioXcel Corporation | Payable upon later 12 months IPO and first dosing for BXCL501 | Asset contribution agreement
Transactions with BioXcel
Lump sum payment to parent		$ 500
Period specified for payment		12 months
BioXcel Corporation | Payable upon later of 12 months of IPO and specified milestones | Asset contribution agreement
Transactions with BioXcel
Lump sum payment to parent		$ 500
Period specified for payment		12 months

Property and Equipment (Details

Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Equipment
Equipment, Gross	$ 1,213	$ 345
Accumulated depreciation	(127)	(18)
Equipment, net	1,086	327
Computers and related equipment
Equipment
Equipment, Gross	228	169
Furniture
Equipment
Equipment, Gross	344	4
Leasehold improvements
Equipment
Equipment, Gross	$ 641	$ 172

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Nov. 01, 2018	Mar. 31, 2019	Sep. 30, 2019
CRO
Commitments and Contingencies
Expected term	5 years
CRO Initial clinical trials
Commitments and Contingencies
Expected term			2 years
Expected cost			$ 10,000
Cost incurred to date			1,806
CRO Second clinical trials
Commitments and Contingencies
Expected term		3 years
Expected cost		$ 8,000
Cost incurred			1,190
Reimbursed cost (as a percent)		50.00%
Reimbursement receivable			$ 173

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2019	Dec. 31, 2018
Accrued Expenses and Other Current Liabilities
Drugs and clinical trial expenses	$ 1,429	$ 1,887
Accrued salaries, benefits and travel related costs	1,172	774
Professional and consultant fees	409	181
Legal expenses	377	105
Other administrative accruals		109
Accrued expenses	3,387	$ 3,056
Operating lease liabilities current portion	161
Insurance premiums payable	$ 361

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) - Authorized (Details)	9 Months Ended
	Sep. 30, 2019Vote$ / sharesshares	Dec. 31, 2018$ / sharesshares	Mar. 12, 2018$ / sharesshares
Stockholders’ Equity (Deficit)
Preferred shares, authorized	10,000,000	10,000,000	10,000,000
Preferred shares, par value (dollar per share) | $ / shares	$ 0.001	$ 0.001	$ 0.001
Preferred shares, issued	0	0
Preferred shares, outstanding	0	0
Common shares, authorized	50,000,000	50,000,000	50,000,000
Common stock, par value | $ / shares	$ 0.001	$ 0.001	$ 0.001
Common stock outstanding	18,035,025	15,663,221
Number of vote per common stock | Vote	1

Stockholders' Equity (Deficit_2

Stockholders' Equity (Deficit) - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 26, 2019	May 20, 2019	Mar. 12, 2018	Feb. 28, 2018	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2018	Sep. 30, 2019	Sep. 30, 2018	Dec. 31, 2018	Sep. 22, 2019	Dec. 31, 2017
Number of shares issued				283,452
Purchase price (in dollar per share)				$ 6.88
Common stock, par value			$ 0.001		$ 0.001			$ 0.001		$ 0.001
Issuance costs paid					$ 1,991	$ 11	$ 5,898
Proceeds from issuance of common stock, net				$ 1,950				$ 17,736	$ 56,512
Underwriting discounts and commissions										$ 4,200
Deferred offering costs												$ 461
IPO
Number of shares issued			5,454,545
Purchase price (in dollar per share)			$ 11
Gross proceeds from issuance of common stock			$ 60,000
Proceeds from issuance of common stock, net			54,102
Underwriting discounts and commissions			4,200
Deferred offering costs			$ 1,698
Jefferies Sale Agreement
Number of shares issued					44,449			66,193
Common stock, par value		$ 0.001
Commission on gross sales proceeds (as a percent)		3.00%
Issuance costs paid					$ 390			$ 400
Gross proceeds from issuance of common stock					496			737
Proceeds from issuance of common stock, net					$ 106			$ 337
Deferred offering costs											$ 400
Jefferies Sale Agreement | Maximum
Proceeds from issuance of common stock, net		$ 20,000
September 2019 Offering
Number of shares issued	2,303,030
Purchase price (in dollar per share)	$ 8.25
Gross proceeds from issuance of common stock	$ 19,000
Proceeds from issuance of common stock, net	$ 17,399

Stock-Based Compensation - Fair

Stock-Based Compensation - Fair value assumptions (Details) - $ / shares	9 Months Ended
	Sep. 30, 2019	Feb. 28, 2018
Stock-Based Compensation
Authorized shares	3,442,313
Fair value of grants per share		$ 6.88
Options
Stock-Based Compensation
Terms of award	ten
Vesting period	4 years
Expected stock price volatility, minimum (as a percent)	78.05%
Expected stock price volatility, maximum (as a percent)	79.48%
Risk-free rate of interest, minimum (as a percent)	1.51%
Risk-free rate of interest, maximum (as a percent)	2.53%
Expected dividend yield (as a percent)	0.00%
Options | Minimum
Stock-Based Compensation
Exercise price per share (in dollars per share)	$ 7.91
Fair value of grants per share	$ 5.31
Expected Term (years)	5 years
Options | Maximum
Stock-Based Compensation
Exercise price per share (in dollars per share)	$ 11.28
Fair value of grants per share	$ 8.17
Expected Term (years)	7 years

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option Activity (Details) - Options - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2019	Dec. 31, 2018
Number of Shares
Outstanding, beginning balance (in shares)	2,744,153
Options granted (in shares)	361,800
Options forfeited (in shares)	(11,250)
Options exercised (in shares)	(2,581)
Outstanding, ending balance (in shares)	3,092,122	2,744,153
Options vested and exercisable (in shares)	2,058,172
Weighted Average Exercise Price per Share
Outstanding, beginning balance (in dollars per shares)	$ 2.33
Options granted (in dollars per share)	9.95
Options forfeited (in dollars per shares)	8.45
Options exercised (in dollars per shares)	0.41
Outstanding, end balance (in dollars per shares)	3.20	$ 2.33
Options vested and exercisable (in dollars per shares)	$ 1.53
Options
Intrinsic value, Outstanding, beginning balance	$ 7,411
Intrinsic value, Outstanding, end balance	14,431	$ 7,411
Intrinsic value, vested and exercisable	$ 11,995
Weighted average remaining contractual life, Outstanding, Beginning	8 years 2 months 12 days	8 years 9 months 18 days
Weighted average remaining contractual life, granted	9 years 7 months 6 days
Weighted average remaining contractual life, vested and exercisable	8 years

Stock-Based Compensation - Info

Stock-Based Compensation - Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2019	Sep. 30, 2018	Sep. 30, 2019	Sep. 30, 2018
Stock-Based Compensation
Available for grant (in shares)	350,191		350,191
Share-based compensation costs recognized	$ 776	$ 890	$ 2,488	$ 2,949
Weighted-average grant-date fair value			2,453
Remaining unamortized expense	3,359		$ 3,359
Remaining unamortized expense period			1 year 4 months 24 days
Options
Stock-Based Compensation
Number of options granted (in shares)			361,800
Share-based compensation costs recognized	758	917	$ 2,427	2,777
Options | BioXcel Corporation
Stock-Based Compensation
Share-based compensation costs recognized	$ 18	$ 61	$ (27)	$ 172

Income Taxes - (Details)

Income Taxes - (Details) - USD ($)	Sep. 30, 2019	Dec. 31, 2018
Income Taxes
Income tax liabilities	$ 0	$ 0

Leases - (Details)

Leases - (Details) $ in Thousands	Feb. 22, 2019USD ($)ft²
Leases
Area of lease | ft²	11,040
Improvement costs | $	$ 641

Leases - Maturities (Details)

Leases - Maturities (Details) $ in Thousands	Sep. 30, 2019USD ($)
Maturities of the operating lease liability
2019 (excluding the nine months ended September 30, 2019)	$ 51
2020	208
2021	196
2022	219
2023	225
Thereafter	506
Total lease payments	1,405
Less imputed interest	(173)
Total lease liability	1,232
Less current portion	$ (161)
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Liabilities, Current
Operating lease liability	$ 1,071

Leases - Additional Information

Leases - Additional Information (Details) $ in Thousands	Feb. 22, 2019item	Sep. 30, 2019USD ($)
Leases
Amortization charges		$ 109
Interest expense		$ 30
Option to renew the lease	true
Number of renewal options | item	1
Renewal term	5 years
Lease renewed at percentage of market rates	95.00%