BioXcel Therapeutics (BTAI) 10-K 9 Mar 20 2019 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 09, 2020	Jun. 28, 2019
Document and Entity Information
Document Type	10-K
Document Period End Date	Dec. 31, 2019
Entity Registrant Name	BioXcel Therapeutics, Inc.
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Shell Company	false
Entity Public Float			$ 63,469,644
Entity Common Stock, Shares Outstanding		20,182,382
Entity Central Index Key	0001720893
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Amendment Flag	false

BALANCE SHEETS

BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current assets
Cash and cash equivalents	$ 32,426	$ 42,565
Prepaid expenses and other current assets	1,681	491
Due from Parent		115
Total current assets	34,107	43,171
Property and equipment, net	1,041	327
Operating lease right-of-use asset	1,193
Other assets	51	51
Total assets	36,392	43,549
Current liabilities
Accounts payable	4,953	1,604
Accrued expenses	3,120	3,056
Due to Parent	64
Other current liabilities	331
Total current liabilities	8,468	4,660
Operating lease liability	1,029
Total liabilities	9,497	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; 18,087,382 and 15,663,221 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively	18	16
Additional paid-in-capital	83,565	62,593
Accumulated deficit	(56,688)	(23,720)
Total stockholders' equity	26,895	38,889
Total liabilities and stockholders' equity	$ 36,392	$ 43,549

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 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)	18,087,382	15,663,221
Common stock, shares outstanding (in shares)	18,087,382	15,663,221

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Operating costs and expenses
Research and development	$ 25,797	$ 14,558
General and administrative	7,804	5,404
Total operating expenses	33,601	19,962
Loss from operations	(33,601)	(19,962)
Other income
Dividend and interest income, net	633	692
Net loss	$ (32,968)	$ (19,270)
Net loss per share attributable to common stockholders/ Parent basic and diluted	$ (2.02)	$ (1.32)
Weighted average shares outstanding - basic and diluted	16,289,175	14,571,553

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 stock	$ 5	$ 1	$ 54,097	1,949		$ 54,102	1,950
Issuance of common stock (in shares)	5,454,545	283,452
Stock-based compensation				3,082			3,082
Exercise of stock options				7			7
Exercise of stock options (in shares)		17,676
Net loss					(19,270)		(19,270)
Ending Balance at Dec. 31, 2018		$ 16		62,593	(23,720)		$ 38,889
Ending Balance (in shares) at Dec. 31, 2018		15,663,221					15,663,221
Issuance of common stock		$ 2		17,808			$ 17,810
Issuance of common stock (in shares)		2,369,223
Stock-based compensation				3,142			3,142
Exercise of stock options				22			22
Exercise of stock options (in shares)		54,938
Net loss					(32,968)		(32,968)
Ending Balance at Dec. 31, 2019		$ 18		$ 83,565	$ (56,688)		$ 26,895
Ending Balance (in shares) at Dec. 31, 2019		18,087,382					18,087,382

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
Issuance costs paid	$ 1,991	$ 5,898

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (32,968)	$ (19,270)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization	156	17
Stock-based compensation expense	3,142	3,082
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(1,190)	(539)
Accounts payable, accrued expenses and other liabilities	3,580	3,201
Net cash used in operating activities	(27,280)	(13,509)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment	(870)	(340)
Net cash used in investing activities	(870)	(340)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net	17,810	56,513
Exercise of options	22	7
Payable to Parent for services		(67)
Due to Parent	179	(555)
Note Payable — Parent		(371)
Net cash provided by financing activities	18,011	55,527
Net (decrease) increase in cash and cash equivalents	(10,139)	41,678
Cash and cash equivalents, beginning of the period	42,565	887
Cash and cash equivalents, end of the period	32,426	42,565
Supplemental cash flow information:
Interest paid	62	1
Supplemental disclosure of non-cash Operating, Investing and Financing Activities:
Deferred issuance costs reclassified to additional paid-in-capital upon completion of initial public offering		$ 461
Right-of-use asset obtained in exchange for new operating lease liability	$ 1,308

Organization and Principal Acti

Organization and Principal Activities	12 Months Ended
	Dec. 31, 2019
Organization and Principal Activities
Organization and Principal Activities	Note 1. Organization and Principal Activities BioXcel Therapeutics, Inc. is a clinical stage biopharmaceutical company utilizing artificial intelligence to identify improved therapies in neuroscience and immuno-oncology. BTI'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. BTI's two most advanced clinical development programs are BXCL501, a sublingual thin film formulation designed for acute treatment of agitation resulting from neuropsychiatric disorders, and BXCL701, an orally administered systemic innate immunity activator designed for treatment of a rare form of prostate cancer, pancreatic cancer and advanced solid cancers in combination with other immuno-oncology agents. The Company’s primary activities have been clinical and pre-clinical research and development for BXCL501 and BXCL701. As used in these financial statements, unless otherwise specified or the context otherwise requires, the terms the “Company” or “BTI” refer to BioXcel Therapeutics, Inc., and “BioXcel” or “Parent” refer to BioXcel Corporation, the Company’s parent. The Company is a majority-owned subsidiary of BioXcel Corporation, also referred to as 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.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 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, or the IPO, was declared effective by the Securities and Exchange Commission, or 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. Gross proceeds totaled $60,000 and net proceeds totaled $54,102 after deducting underwriting discounts and commissions of $4,200 and other offering expenses of approximately $1,698. In connection with and immediately prior to the closing 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.

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2019
Basis of Presentation
Basis of Presentation	Note 3. Basis of Presentation The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”).

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 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 the Company’s financial statements requires it 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. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates. 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 December 31, 2019 and 2018, cash equivalents were comprised of money market funds. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions. Deferred Offering Costs The Company capitalized certain legal, professional accounting and other third-party fees that were 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 are recorded in shareholders’ equity (deficit) 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 recorded as a reduction to shareholders’ equity. Property and Equipment Equipment consists of computers and related equipment and furniture that are stated at cost and depreciated using the straight-line method over estimated useful life of 5 years. Leasehold improvements are amortized over the shorter of the life of the lease or asset. The Company follows the guidance provided by 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. 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. 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. The Company adopted FASB ASU 2018-07 as of January 1, 2019 which allowed non-employee options to be expensed using the adoption date fair value. 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 as of January 1, 2018 and has elected to account for forfeitures as they occur, by reversing compensation cost when the award is forfeited. 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 the Company’s 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, or observable inputs, and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances, or 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 and accounts payable 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 per share 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 Company did not have any potentially dilutive securities outstanding in any period presented in the accompanying financial statements. There were 3,009,386 and 2,588,729 shares of options that were excluded from the calculation of the loss per share for the years ended December 31, 2019 and 2018, respectively. Inclusion of potential common shares would be anti-dilutive for all periods presented and have been excluded from the calculations. 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 Right of Use asset and related liability in the amount of $1,308 on commencement of a new office lease. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2020. The Company does not expect that the adoption of this new guidance will have a material impact on the Company’s Financial Statements.

Transactions with BioXcel

Transactions with BioXcel	12 Months Ended
	Dec. 31, 2019
Transactions with BioXcel
Transactions with BioXcel	Note 5. Transactions with BioXcel The Company has entered into the Amended and Restated Asset 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 concept 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. The Company 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 and March 6, 2020, or 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 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 provided by BioXcel through its subsidiaries in India and the United States will continue indefinitely, as agreed upon by the parties. These services are primarily for drug discovery and for chemical, manufacturing and controls cost. Service charges recorded under this agreement were $862 and $579 for the years ended December 31, 2019 and 2018, respectively. Under the Services Agreement, the Company has an option, exercisable until December 31, 2020, to enter into a collaborative services agreement with BioXcel pursuant to which BioXcel shall perform product identification and related services for us utilizing EvolverAI. The parties are obligated to negotiate the collaborative services agreement in good faith and to 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 million 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 million 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. The parties are currently discussing extending the product identification and related services that BioXcel would provide under the collaborative services agreement, however, as of the date hereof, we have not reached a definitive agreement. 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, net

Property and Equipment, net	12 Months Ended
	Dec. 31, 2019
Property and Equipment, net
Property and Equipment, net	Note 6. Property and Equipment, net December 31, December 31, 2019 2018 Computers and related equipment $ 229 $ 169 Furniture 344 4 Leasehold improvements 642 172 1,215 345 Accumulated depreciation and amortization (174) (18) $ 1,041 $ 327

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 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, or 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 BXCL701 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 $1,809 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 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 $1,353 of costs in connection with this trial and has also recorded a related receivable of $82. 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 services, and research and development services, including clinical, data management, statistical and medical writing activities.

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2019
Accrued Expenses
Accrued Expenses	Note 8. Accrued Expenses Accrued expenses consist of the following: December 31, 2019 December 31, 2018 Drugs and clinical trial expenses $ 1,215 $ 1,887 Accrued salaries, benefits and travel related costs 1,570 774 Professional and consultant fees 126 181 Legal expenses 140 105 Other administrative accruals 69 109 $ 3,120 $ 3,056

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit)	12 Months Ended
	Dec. 31, 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 were issued and outstanding as of December 31, 2019 and 2018. 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 18,087,382 and 15,663,221 shares of common stock outstanding as of December 31, 2019 and December 31, 2018, respectively. 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 expenses 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. The Company sold 66,193 shares under the Sale Agreement for gross proceeds of $737, issuance costs of $350 or net proceeds of $387. The Sale Agreement was terminated by the Company on September 22, 2019 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 $17,423 respectively from the September 2019 Offering. The Company intends to use the net proceeds 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. See Note 13 - Subsequent Event for a description of the February 2020 offering.

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2019
Stock-Based Compensation
Stock-Based Compensation	Note 10. Stock-Based Compensation Stock Options The Company’s 2017 Stock Incentive Plan, or 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 December 31, 2019, there were 3,389,956 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 the vesting term determined by the board of directors, which is generally four years. The fair value of options granted during the year ended December 31, 2019 was estimated using the Black-Scholes option-pricing model with the following assumptions. Stock‑based awards to non‑employees are re‑measured at fair value each financial reporting date until performance is complete. The weighted average fair value of options granted in 2019 and 2018 was $9.68 and $7.64 per option, respectively and were determined using the following assumptions: For the Year Ended December 31, 2019 Exercise price per share $ - $ Expected stock price volatility % - % Risk-free rate of interest % - % Fair value of grants per share $ - $ Expected Term (years) - Since the Company completed its IPO within the last year, it does 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 during the period the Plan was in effect (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 384,800 $ 9.68 $ — 9.4 Options forfeited (15,666) $ 8.53 $ — — Options exercised (54,938) $ 0.41 $ — — Outstanding as of December 31, 2019 3,058,349 $ 3.26 $ 34,725 8.0 Options vested and exercisable as of December 31, 2019 2,095,252 $ 1.67 $ 27,104 7.8 There were 331,607 shares available for grant as of December 31, 2019. The Company recognized stock-based compensation expense under the 2017 Stock Plan of $3,070 and $2,872 for the years ended December 31, 2019 and 2018, respectively. Unrecognized compensation expense related to unvested awards as of December 31, 2019 was $2,772 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 1.3 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 the on the percentage of time spent on Company activities compared to BioXcel activities. 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. Stock based compensation expense, net of forfeitures, recognized by the Company in its statements of operations related to BioXcel equity awards totaled approximately $72 and $210 for the years ended December 31, 2019 and 2018, respectively. Total stock based compensation charges were approximately $3,142 and $3,082 for the years ended December 31, 2019 and 2018, respectively. The Company charged $1,791 and 1,351 to research and development and general and administrative expense for the year ended December 31, 2019, respectively. The Company charged $1,843 and 1,239 to research and development and general and administrative expense for the year ended December 31, 2018, respectively.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2019
Income Taxes
Income Taxes	Note 11. Income Taxes There is no provision for income taxes because the Company has historically incurred operating losses and maintains a full valuation allowance against its net deferred tax assets. The reported amount of income tax expense for the years differs from the amount that would result from applying domestic federal statutory tax rates to pretax losses primarily because of changes in valuation allowance. Pursuant to incorporation of the Company as a C corporation on March 29, 2017, BioXcel became the sole owner of the Company, and contributed certain assets to the Company in a tax free transaction. From the date of incorporation, the Company is a standalone C corporation subject to corporate income tax and the deferred taxes of the Company have been calculated accordingly. The significant components of the Company’s net deferred tax assets at December 31, 2019 and 2018 are shown below. In determining the realizability of the Company’s net deferred tax asset, the Company considered numerous factors, including historical profitability, estimated future taxable income, and the industry in which it operates. Based on this information the Company has provided a valuation allowance for the full amount of its net deferred tax asset because the Company has determined that it is more likely than not that it will not be realized. 2019 2018 Federal net operating losses $ 3,445 $ 3,840 State net operating losses 972 1,300 Stock based compensation 860 552 Federal and state tax credits 1,254 366 Capitalized research and development costs 8,288 — Accrued expense 432 203 Total gross deferred tax assets 15,251 6,261 Less: valuation allowance (15,251) (6,261) Net deferred tax assets $ — $ — A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2019 and 2018 are as follows: 2019 2018 Federal Statutory Rate 21.0 % 21.0 % Stock based compensation (1.4) (2.2) Federal and state credits 2.7 1.6 State Taxes 5.0 6.3 Change in valuation allowance (27.3) (26.5) Other - (0.2) Effective Tax Rate % 0.0 % At December 31, 2019, the Company had approximately $16,406 of gross federal and state net operating loss carry-forwards. If not utilized, the federal and state net operating loss carry-forwards will begin to expire in 2037. The federal net operating loss incurred after December 31, 2017 will be carried forward indefinitely. The utilization of such net operating loss carry-forwards and realization of tax benefits in future years depends predominantly upon having taxable income. The Company also has approximately $1,254 of federal research and development credits which will begin to expire in 2037 if not utilized. Utilization of the net operating loss, or NOL, and research tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that has occurred or that could occur in the future, as required by Section 382 of the Code, as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and research tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. In general, an "ownership change" as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders or public groups. To date, the Company’s NOLs have not been subject to Section 382 limitation. Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2019 there were no uncertain positions. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision. The Company's U.S. federal and state net operating losses have occurred since its inception in 2017 and as such, tax years subject to potential tax examination could apply from that date because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities.

Leases

Leases	12 Months Ended
	Dec. 31, 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, or 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 $642 and are being amortized over the life of the lease. Maturities of the operating lease liability are as follows: Year ending December 31, Amount 2020 $ 208 2021 196 2022 219 2023 225 2024 230 Thereafter 276 Total lease payments 1,354 Less imputed interest (161) Total lease liability 1,193 Less current portion (164) Operating lease liability $ 1,029 The current portion of the Company’s operating lease liability of $164 as of December 31, 2019 is included in other current liabilities on the balance sheet. The Company recorded lease expense of $155 related to its operating lease right-of-use asset for the year ended December 31, 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.

Subsequent Event

Subsequent Event	12 Months Ended
	Dec. 31, 2019
Subsequent Event
Subsequent Event	Note 13. Subsequent Event On February 19, 2020, the Company entered into an underwriting agreement with several underwriters pursuant to its shelf registration statement on Form S-3 in connection with the issuance and sale by the Company in a public offering of 2,000,000 shares of the Company’s common stock at a public offering price of $32.00 per share. In addition, BTI has granted the underwriters a 30-day option to purchase up to an additional 300,000 shares of common stock from BTI at the public offering price, less underwriting discounts and commissions. Gross proceeds to BTI from the offering were approximately $64,000, before deducting underwriting discounts and commissions and offering expenses. To the extent the underwriters exercise their option to purchase additional shares of common stock, the Company intends to use the net proceeds from the sale of additional shares to repurchase shares of common stock (which shares will then be canceled) from BioXcel Corporation at a price equal to the price paid by the underwriters for such shares in the public offering, less underwriting discounts and commissions. On February 21, 2020 the underwriters exercised their option to purchase an additional 300,000 shares of BTI stock. Subsequent to the underwriters exercise BTI purchased 300,000 shares from BioXcel Corporation at a price equal to the price paid by the underwriters for such shares in the public offering less underwriting discounts and commissions at a per share price of $30.08. The offering closed on February 24, 2020.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 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 the Company’s financial statements requires it 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. Although these estimates are based on the Company’s knowledge of current events and actions it may undertake in the future, actual results may ultimately materially differ from these estimates.
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 December 31, 2019 and 2018, cash equivalents were comprised of money market funds. Cash and cash equivalents held at financial institutions may at times exceed federally insured amounts. We believe we mitigate such risk by investing in or through major financial institutions.
Deferred Offering Costs	Deferred Offering Costs The Company capitalized certain legal, professional accounting and other third-party fees that were 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 are recorded in shareholders’ equity (deficit) 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 recorded as a reduction to shareholders’ equity.
Property and Equipment	Property and Equipment Equipment consists of computers and related equipment and furniture that are stated at cost and depreciated using the straight-line method over estimated useful life of 5 years. Leasehold improvements are amortized over the shorter of the life of the lease or asset. The Company follows the guidance provided by 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.
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. 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. The Company adopted FASB ASU 2018-07 as of January 1, 2019 which allowed non-employee options to be expensed using the adoption date fair value. 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 as of January 1, 2018 and has elected to account for forfeitures as they occur, by reversing compensation cost when the award is forfeited.
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 the Company’s 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, or observable inputs, and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances, or 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 and accounts payable 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 per share 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 Company did not have any potentially dilutive securities outstanding in any period presented in the accompanying financial statements. There were 3,009,386 and 2,588,729 shares of options that were excluded from the calculation of the loss per share for the years ended December 31, 2019 and 2018, respectively. Inclusion of potential common shares would be anti-dilutive for all periods presented and have been excluded from the calculations.
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 Right of Use asset and related liability in the amount of $1,308 on commencement of a new office lease. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) which amends the existing guidance relating to the accounting for income taxes. This ASU is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles of accounting for income taxes and to improve the consistent application of GAAP for other areas of accounting for income taxes by clarifying and amending existing guidance. The ASU is effective for fiscal years beginning after December 15, 2020. The Company does not expect that the adoption of this new guidance will have a material impact on the Company’s Financial Statements.

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	12 Months Ended
	Dec. 31, 2019
Property and Equipment, net
Schedule of Property and Equipment, net	December 31, December 31, 2019 2018 Computers and related equipment $ 229 $ 169 Furniture 344 4 Leasehold improvements 642 172 1,215 345 Accumulated depreciation and amortization (174) (18) $ 1,041 $ 327

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2019
Accrued Expenses
Schedule of accrued expenses	December 31, 2019 December 31, 2018 Drugs and clinical trial expenses $ 1,215 $ 1,887 Accrued salaries, benefits and travel related costs 1,570 774 Professional and consultant fees 126 181 Legal expenses 140 105 Other administrative accruals 69 109 $ 3,120 $ 3,056

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2019
Stock-Based Compensation
Schedule of Valuation Assumptions	For the Year Ended December 31, 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 384,800 $ 9.68 $ — 9.4 Options forfeited (15,666) $ 8.53 $ — — Options exercised (54,938) $ 0.41 $ — — Outstanding as of December 31, 2019 3,058,349 $ 3.26 $ 34,725 8.0 Options vested and exercisable as of December 31, 2019 2,095,252 $ 1.67 $ 27,104 7.8

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2019
Income Taxes
Schedule of net deferred tax assets	2019 2018 Federal net operating losses $ 3,445 $ 3,840 State net operating losses 972 1,300 Stock based compensation 860 552 Federal and state tax credits 1,254 366 Capitalized research and development costs 8,288 — Accrued expense 432 203 Total gross deferred tax assets 15,251 6,261 Less: valuation allowance (15,251) (6,261) Net deferred tax assets $ — $ —
Schedule of reconciliation between the effective tax rate and the federal statutory rate	2019 2018 Federal Statutory Rate 21.0 % 21.0 % Stock based compensation (1.4) (2.2) Federal and state credits 2.7 1.6 State Taxes 5.0 6.3 Change in valuation allowance (27.3) (26.5) Other - (0.2) Effective Tax Rate % 0.0 %

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2019
Leases
Summary of maturities of the operating lease liability	Year ending December 31, Amount 2020 $ 208 2021 196 2022 219 2023 225 2024 230 Thereafter 276 Total lease payments 1,354 Less imputed interest (161) Total lease liability 1,193 Less current portion (164) Operating lease liability $ 1,029

Organization and Principal Ac_2

Organization and Principal Activities (Details)	12 Months Ended
	Dec. 31, 2019item
Organization and Principal Activities
Number of advanced program	2

Initial Public Offering (Detail

Initial Public Offering (Details) $ / shares in Units, $ in Thousands	Mar. 12, 2018USD ($)$ / sharesshares	Feb. 28, 2018USD ($)$ / sharesshares	Dec. 31, 2019USD ($)$ / sharesshares	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	$ 17,810	$ 56,513
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

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 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)	3,009,386	2,588,729
Right to Use Asset	$ 1,193
Lease liability	$ 1,193
ASU 2016-02 | Adjustment
Summary of Significant Accounting Policies
Right to Use Asset			$ 1,308
Lease liability			$ 1,308
Computers and related equipment and furniture
Summary of Significant Accounting Policies
Useful life	5 years

Transactions with BioXcel (Deta

Transactions with BioXcel (Details) - USD ($) $ in Thousands	Apr. 05, 2018	Nov. 07, 2017	Jul. 31, 2019	Apr. 30, 2019	Dec. 31, 2019	Dec. 31, 2018
Transactions with BioXcel
Common shares, issued					18,087,382	15,663,221
BioXcel Corporation | Asset contribution agreement
Transactions with BioXcel
Common shares, issued		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)
BioXcel Corporation | Collaborative services agreement
Transactions with BioXcel
Maximum borrowing capacity		1,000
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, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Equipment
Property and equipment, gross	$ 1,215	$ 345
Accumulated depreciation and amortization	(174)	(18)
Property and equipment, net	1,041	327
Depreciation and amortization	156	17
Computers and related equipment
Equipment
Property and equipment, gross	229	169
Furniture
Equipment
Property and equipment, gross	344	4
Leasehold improvements
Equipment
Property and equipment, gross	$ 642	$ 172

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Nov. 01, 2018	Mar. 31, 2019	Dec. 31, 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			1,809
CRO Second clinical trials
Commitments and Contingencies
Expected term		3 years
Expected cost		$ 8,000
Cost incurred			1,353
Reimbursed cost (as a percent)		50.00%
Reimbursement receivable			$ 82

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Accrued Expenses
Drugs and clinical trial expenses	$ 1,215	$ 1,887
Accrued salaries, benefits and travel related costs	1,570	774
Professional and consultant fees	126	181
Legal expenses	140	105
Other administrative accruals	69	109
Accrued expenses	3,120	$ 3,056
Operating lease liabilities current portion	$ 164

Stockholders' Equity (Deficit)

Stockholders' Equity (Deficit) - Authorized (Details)	12 Months Ended
	Dec. 31, 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	18,087,382	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	Dec. 31, 2019	Dec. 31, 2018	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
Issuance costs paid					$ 1,991	$ 5,898
Proceeds from issuance of common stock, net				$ 1,950	$ 17,810	56,513
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					66,193
Common stock, par value		$ 0.001
Issuance costs paid					$ 350
Gross proceeds from issuance of common stock					737
Proceeds from issuance of common stock, net					$ 387
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	$ 17,423

Stock-Based Compensation - Fair

Stock-Based Compensation - Fair value assumptions (Details) - $ / shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Feb. 28, 2018
Stock-Based Compensation
Authorized shares	3,389,956
Fair value of grants per share			$ 6.88
Options
Stock-Based Compensation
Terms of award	ten
Vesting period	4 years
Weighted-average grant-date fair value of options (in dollars per share)	$ 9.68	$ 7.64
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)	$ 4.14
Fair value of grants per share	$ 2.73
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	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Number of Shares
Outstanding, beginning balance (in shares)	2,744,153
Options granted (in shares)	384,800
Options forfeited (in shares)	(15,666)
Options exercised (in shares)	(54,938)
Outstanding, ending balance (in shares)	3,058,349	2,744,153
Options vested and exercisable (in shares)	2,095,252
Weighted Average Exercise Price per Share
Outstanding, beginning balance (in dollars per shares)	$ 2.33
Options granted (in dollars per share)	9.68
Options forfeited (in dollars per shares)	8.53
Options exercised (in dollars per shares)	0.41
Outstanding, end balance (in dollars per shares)	3.26	$ 2.33
Options vested and exercisable (in dollars per shares)	$ 1.67
Options
Intrinsic value, Outstanding, beginning balance	$ 7,411
Intrinsic value, Outstanding, end balance	34,725	$ 7,411
Intrinsic value, vested and exercisable	$ 27,104
Weighted average remaining contractual life, Outstanding, Beginning	8 years	8 years 9 months 18 days
Weighted average remaining contractual life, granted	9 years 4 months 24 days
Weighted average remaining contractual life, vested and exercisable	7 years 9 months 18 days

Stock-Based Compensation - Info

Stock-Based Compensation - Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Stock-Based Compensation
Available for grant (in shares)	331,607
Share-based compensation costs recognized	$ 3,142	$ 3,082
Remaining unamortized expense	$ 2,772
Remaining unamortized expense period	1 year 3 months 18 days
Research and development expense
Stock-Based Compensation
Share-based compensation costs recognized	$ 1,791	1,843
General and administrative expense
Stock-Based Compensation
Share-based compensation costs recognized	$ 1,351	1,239
Options
Stock-Based Compensation
Number of options granted (in shares)	384,800
Share-based compensation costs recognized	$ 3,070	2,872
Options | BioXcel Corporation
Stock-Based Compensation
Share-based compensation costs recognized	$ 72	$ 210

Income Taxes - (Details)

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

Income Taxes - Deferred Tax (De

Income Taxes - Deferred Tax (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Income Taxes
Income tax liabilities	$ 0	$ 0
Federal net operating losses	3,445	3,840
State net operating losses	972	1,300
Stock based compensation	860	552
Federal and state tax credits	1,254	366
Capitalized research and development costs	8,288
Accrued expense	432	203
Total gross deferred tax assets	15,251	6,261
Less: valuation allowance	$ (15,251)	$ (6,261)

Income Taxes - Reconciliation (

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Reconciliation between effective tax rate and federal statutory rate, percent
Federal income tax rate (as a percent)	21.00%	21.00%
Stock based compensation (as a percent)	(1.40%)	(2.20%)
Federal and state credits (as a percent)	2.70%	1.60%
State Taxes (as a percent)	5.00%	6.30%
Change in valuation allowance (as a percent)	(27.30%)	(26.50%)
Other (as a percent)		(0.20%)
Effective Tax Rate (as a percent)	0.00%	0.00%
Net operating loss carry-forwards	$ 16,406
Tax credit carry-forwards	1,254
Uncertain positions	0
Income tax related interest and penalties	$ 0

Leases - (Details)

Leases - (Details) $ in Thousands	Feb. 22, 2019USD ($)ft²
Leases
Area of lease | ft²	11,040
Improvement costs | $	$ 642

Leases - Maturities (Details)

Leases - Maturities (Details) $ in Thousands	Dec. 31, 2019USD ($)
Maturities of the operating lease liability
2020	$ 208
2021	196
2022	219
2023	225
2024	230
Thereafter	276
Total lease payments	1,354
Less imputed interest	(161)
Total lease liability	1,193
Less current portion	$ (164)
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other Liabilities, Current
Operating lease liability	$ 1,029
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Operating lease liability

Leases - Additional Information

Leases - Additional Information (Details) $ in Thousands	Feb. 22, 2019item	Dec. 31, 2019USD ($)
Leases
Operating lease liabilities current portion		$ 164
Amortization charges		$ 155
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%

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands	Feb. 21, 2020	Feb. 19, 2020	Feb. 28, 2018	Dec. 31, 2019	Dec. 31, 2018	Mar. 12, 2018
Subsequent events
Number of shares issued			283,452
Common stock, par value				$ 0.001	$ 0.001	$ 0.001
Purchase price (in dollar per share)			$ 6.88
Gross and net proceeds from issuance of common stock			$ 1,950	$ 17,810	$ 56,513
Subsequent events
Subsequent events
Number of shares issued	300,000	2,000,000
Purchase price (in dollar per share)	$ 30.08	$ 32
Gross and net proceeds from issuance of common stock		$ 64,000
Shares repurchased (in shares)	300,000