BioXcel Therapeutics (BTAI) 10-Q 12 Nov 20 2020 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2020	Nov. 01, 2020
Document and Entity Information
Document Type	10-Q
Document Period End Date	Sep. 30, 2020
Entity Registrant Name	BioXcel Therapeutics, Inc.
Title of 12(b) Security	Common Stock,$0.001 par value per share
Trading Symbol	BTAI
Security Exchange Name	NASDAQ
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 Common Stock, Shares Outstanding		24,368,357
Entity Central Index Key	0001720893
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Amendment Flag	false

BALANCE SHEETS

BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 233,428	$ 32,426
Prepaid expenses and other current assets	2,705	1,681
Total current assets	236,133	34,107
Property and equipment, net	944	1,041
Operating lease right-of-use asset	1,586	1,193
Other assets	86	51
Total assets	238,749	36,392
Current liabilities
Accounts payable	8,557	4,953
Accrued expenses	6,901	3,120
Due to Parent	208	64
Other current liabilities	678	331
Total current liabilities	16,344	8,468
Long-term portion of operating lease liability	1,467	1,029
Total liabilities	17,811	9,497
Stockholders' equity
Common stock, $0.001 par value, 50,000,000 shares authorized; 24,354,882 and 18,087,382 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	24	18
Additional paid-in-capital	338,685	83,565
Accumulated deficit	(117,771)	(56,688)
Total stockholders' equity	220,938	26,895
Total liabilities and stockholders' equity	$ 238,749	$ 36,392

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2020	Dec. 31, 2019
BALANCE SHEETS
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	24,354,882	18,087,382
Common stock, shares outstanding (in shares)	24,354,882	18,087,382

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
STATEMENTS OF OPERATIONS
Revenues
Operating expenses
Research and development	16,317	7,122	46,595	19,302
General and administrative	8,451	2,012	14,605	5,886
Total operating expenses	24,768	9,134	61,200	25,188
Loss from operations	(24,768)	(9,134)	(61,200)	(25,188)
Other income (expense)
Dividend and interest income	20	134	140	542
Interest expense	(5)	(18)	(23)	(47)
Net loss	$ (24,753)	$ (9,018)	$ (61,083)	$ (24,693)
Net loss per share - basic and diluted	$ (1.07)	$ (0.57)	$ (2.94)	$ (1.57)
Weighted average shares outstanding - basic and diluted	23,050,256	15,752,196	20,779,465	15,695,263

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Common stock	Additional Paid in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2018	$ 16	$ 62,593	$ (23,720)	$ 38,889
Beginning Balance (in shares) at Dec. 31, 2018	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
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
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 stock, net of issuance costs		230		230
Issuance of common stock, net of issuance costs (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 stock, net of issuance costs	$ 2	17,503		17,505
Issuance of common stock, net of issuance costs (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
Beginning Balance at Dec. 31, 2019	$ 18	83,565	(56,688)	$ 26,895
Beginning Balance (in shares) at Dec. 31, 2019	18,087,382			18,087,382
Issuance of common stock, net of issuance costs	$ 2	68,809		$ 68,811
Issuance of common stock, net of issuance costs (in shares)	2,300,000
Purchase and cancellation of shares from BioXcel Corporation		(9,024)		(9,024)
Purchase and cancellation of shares from BioXcel Corporation (in shares)	(300,000)
Stock-based compensation		776		776
Exercise of stock options		39		39
Exercise of stock options (in shares)	95,000
Net loss			(14,911)	(14,911)
Ending Balance at Mar. 31, 2020	$ 20	144,165	(71,599)	72,586
Ending Balance (in shares) at Mar. 31, 2020	20,182,382
Beginning Balance at Dec. 31, 2019	$ 18	83,565	(56,688)	$ 26,895
Beginning Balance (in shares) at Dec. 31, 2019	18,087,382			18,087,382
Net loss				$ (61,083)
Ending Balance at Sep. 30, 2020	$ 24	338,685	(117,771)	$ 220,938
Ending Balance (in shares) at Sep. 30, 2020	24,354,882			24,354,882
Beginning Balance at Mar. 31, 2020	$ 20	144,165	(71,599)	$ 72,586
Beginning Balance (in shares) at Mar. 31, 2020	20,182,382
Stock-based compensation		1,956		1,956
Exercise of stock options		271		271
Exercise of stock options (in shares)	170,531
Net loss			(21,419)	(21,419)
Ending Balance at Jun. 30, 2020	$ 20	146,392	(93,018)	53,394
Ending Balance (in shares) at Jun. 30, 2020	20,352,913
Issuance of common stock, net of issuance costs	$ 4	187,004		187,008
Issuance of common stock, net of issuance costs (in shares)	4,000,000
Stock-based compensation		5,268		5,268
Exercise of stock options		21		21
Exercise of stock options (in shares)	1,969
Net loss			(24,753)	(24,753)
Ending Balance at Sep. 30, 2020	$ 24	$ 338,685	$ (117,771)	$ 220,938
Ending Balance (in shares) at Sep. 30, 2020	24,354,882			24,354,882

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	Sep. 26, 2019	Jul. 31, 2020	Feb. 29, 2020	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019
STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Issuance costs paid	$ 1,577	$ 12,992	$ 4,789	$ 12,991	$ 4,789	$ 1,991	$ 11

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (61,083)	$ (24,693)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization	143	218
Stock-based compensation expense	8,000	2,488
Changes in operating assets and liabilities:
Prepaid expenses, other assets and right of use assets	(846)	(618)
Accounts payable, accrued expenses, lease liabilities and other liabilities	7,708	3,423
Net cash used in operating activities	(46,078)	(19,182)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and leasehold improvements	(46)	(868)
Net cash used in investing activities	(46)	(868)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of issuance costs	255,819	17,736
Purchase and cancellation of shares from BioXcel Corporation	(9,024)
Exercise of options	331	1
Net cash provided by financing activities	247,126	17,737
Net increase (decrease) in cash and cash equivalents	201,002	(2,313)
Cash and cash equivalents, beginning of the period	32,426	42,565
Cash and cash equivalents, end of the period	233,428	40,252
Supplemental cash flow information:
Interest paid	23	47
Operating lease right of use asset and liability (non-cash adoption balances)		$ 1,308
Operating ROU lease assets obtained in exchange for operating lease liabilities	$ 606

Organization and Principal Acti

Organization and Principal Activities	9 Months Ended
	Sep. 30, 2020
Organization and Principal Activities
Organization and Principal Activities	Note 1. Organization and Principal Activities BioXcel Therapeutics, Inc. is a clinical stage biopharmaceutical company focused on drug development that utilizes 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 proprietary, orally dissolving, sublingual thin film formulation of the adrenergic receptor agonist dexmedetomidine (“Dex”), for the treatment of agitation and opioid withdrawal symptoms, and BXCL701, an orally administered, systemic innate immune activator for the treatment of aggressive forms of prostate cancer and advanced solid tumors that are refractory or treatment naïve to checkpoint inhibitors. 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 LLC and, its predecessor, BioXcel Corporation. The Company is a minority-owned subsidiary of BioXcel 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. The unaudited financial information for the three and nine months ended September 30, 2020 and 2019 is presented on the same basis as the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019. 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. COVID-19 In March 2020, the World Health Organization declared the outbreak of COVID-19, a novel strain of coronavirus, a global pandemic. This outbreak has caused and is continuing to cause major disruptions to businesses and financial markets worldwide. This may affect the Company’s operations and those of third parties on which the Company relies, including causing disruptions in the supply of the Company’s product candidates and the conduct of current and planned preclinical and clinical studies. The Company may need to limit its operations and may experience limitations in employee resources. There are risks that the COVID-19 pandemic may be more difficult to contain than currently anticipated in which case the risks described herein could increase significantly. The extent to which the COVID-19 pandemic impacts the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the coronavirus and the actions to contain the coronavirus or treat its impact, among others. Additionally, while the potential economic impact brought by, and the duration of, the COVID-19 pandemic is difficult to assess or predict, the impact of the coronavirus on the global financial markets may reduce the Company’s ability to access capital, which could negatively impact the Company’s short-term and long-term liquidity, and the Company’s ability to complete its preclinical and clinical studies on a timely basis, or at all. The ultimate impact of COVID-19 is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing, preclinical and clinical trial activities or the global economy as a whole. However, these effects could have a material, adverse impact on the Company’s liquidity, capital resources, operations and business and those of the third parties on which the Company relies.

Basis of Presentation

Basis of Presentation	9 Months Ended
	Sep. 30, 2020
Basis of Presentation
Basis of Presentation	Note 2. Basis of Presentation 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, 2020, the results of its operations for the three and nine months ended September 30, 2020 and 2019 and its cash flows for the three and nine months ended September 30, 2020 and 2019, respectively. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, any other interim periods or any future year or period. The accompanying unaudited financial statements of the Company should be read in conjunction with the audited financial statements and notes as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2020. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and notes thereto.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies Use of Estimates The preparation of our financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity and expenses. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of expenses. During the nine months ended September 30, 2020, the novel coronavirus disease, or COVID-19, was declared a pandemic and spread across the globe, including the United States and Europe. The outbreak and government measures taken in response have also had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as medical services and supplies, has spiked, while demand for other goods and services, such as travel, has fallen. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including expenses, reserves and allowances, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have evaluated the impact of COVID-19 within our financial statements and given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity. The financial statements do not reflect any adjustments as a result of the pandemic but there may be changes to the current estimates in future periods. 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, 2020, 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. 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. Effective September 22, 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 3-5 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. The Company adopted ASU 2016‑02 Lease Accounting Topic 842 in January 2019 and recorded a ROU asset and related liability in the amount of $1,308 on commencement of a new office lease. 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 2017 Equity Incentive Plan (the “2017 Stock Plan”) became effective in August 2017. The Company’s 2020 Incentive Award Plan (the “2020 Stock Plan”) became effective in May 2020. Following the effective date of the Company’s 2020 Incentive Award Plan, the Company ceased granting awards under the 2017 Equity Incentive Plan; however the terms and conditions of the 2017 Equity Incentive Plan continue to govern any outstanding awards granted thereunder. 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 as expense over the requisite service period. The Company utilizes the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black Scholes model requires the use of assumptions which determine the fair value of the stock-based awards. Determining the fair value of stock-based awards at the grant date requires significant judgment, including estimating the expected term of the stock options, the expected volatility of our stock and expected dividends. Stock awards granted by the Company subsequent to its March 2018 initial public offering (“IPO”) are valued using market prices at the date of grant. Significant judgement and estimates were used to estimate the fair value of these awards, as the shares of common stock underlying these awards were not then publicly traded. The Company 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. 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. Expenses Accrued Under Contractual Arrangements As part of the process of preparing our financial statements, we are required to estimate our accrued expenses. This process involves reviewing open contracts and purchase orders, communicating with our applicable personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost. The majority of our service providers invoice us monthly in arrears for services performed. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary. We base our expenses related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period, which is based on an established protocol specific to each clinical trial. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting amounts that are too high or too low in any particular period. 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 equivalents, 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 earnings (loss) per share (“EPS”) 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. Securities that could potentially dilute EPS in the future were not included in the computation of EPS because to do so would be antidilutive. The calculations of basic and diluted net loss per share are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net loss (numerator) $ (24,753) $ (9,018) $ (61,083) $ (24,693) Weighted-average share, in thousands (denominator) 23,050 15,752 20,779 15,695 Basic and diluted net loss per share $ (1.07) $ (0.57) $ (2.94) $ (1.57) Potentially dilutive securities outstanding consists solely of stock options. The Company had stock options outstanding to purchase 3,833,501 and 3,092,122 shares of common stock as of September 30, 2020 and 2019, respectively. Recent Accounting Pronouncements 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	9 Months Ended
	Sep. 30, 2020
Transactions with BioXcel
Transactions with BioXcel	Note 4. 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 $270 and $173 for the three months ended September 30, 2020 and 2019, respectively. Service charges recorded under this agreement were $926 and $689 for the nine months ended September 30, 2020 and 2019, 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. The Company paid $9,024 in February 2020 for the purchase and subsequent cancellation of 300,000 shares owned by BioXcel, which is more fully discussed below under Note 7 to these financial statements.

Property & Equipment

Property & Equipment	9 Months Ended
	Sep. 30, 2020
Property & Equipment
Property & Equipment	Note 5. Property & Equipment Property and Equipment, net consisted of the following September 30, December 31, 2020 2019 Unaudited Computers and related equipment $ 260 $ 229 Furniture 356 344 Leasehold improvements 645 642 1,261 1,215 Accumulated depreciation (317) (174) $ 944 $ 1,041

Accrued Expenses and Other Curr

Accrued Expenses and Other Current Liabilities	9 Months Ended
	Sep. 30, 2020
Accrued Expenses and Other Current Liabilities
Accrued Expenses and Other Current Liabilities	Note 6. Accrued Expenses and Other Current Liabilities Accrued expenses consist of the following: September 30, 2020 December 31, 2019 Research and development expenses $ 4,023 $ 1,215 Accrued compensation and benefits 1,986 1,570 Accrued professional expenses 719 266 Other accrued expenses 173 69 $ 6,901 $ 3,120 Other current liabilities as of September 30, 2020 includes $210 for the current portion of operating lease liabilities and $468 for the financing of insurance premiums.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2020
Stockholders’ Equity
Stockholders’ Equity	Note 7. Stockholders’ Equity 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 24,354,882 and 18,087,382 shares of common stock outstanding as of September 30, 2020 and December 31, 2019, 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 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 proceeds of $387, net of issuance costs of $350. 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 proceeds of approximately $17,423, net of issuance costs of $1,577 from the September 2019 Offering. In February 2020, the Company sold in a registered offering 2,300,000 shares of its common stock at a public offering price of $32.00 per share for gross proceeds of $73,600 less underwriting discounts and commissions. The Company received proceeds of approximately $68,811, net of issuance costs of $4,789. The Company used $9,024 of the proceeds to purchase and cancel 300,000 shares of common stock from BioXcel. In July 2020, the Company sold in a registered offering 4,000,000 shares of its common stock at a public offering price of $50.00 per share for gross proceeds of $200,000 less underwriting discounts and commissions. The Company received proceeds of approximately $187,008, net of issuance costs of $12,992. Under the terms of the Underwriting Agreement entered into by the Company in connection with the July 2020 offering, certain stockholders of the Company granted the underwriters an option exercisable for thirty days to purchase up to an additional 600,000 shares of common stock at the public offering price less underwriting discounts and commissions. The Company did not receive any of the proceeds from any sale of shares in the offering by such stockholders. The Company intends to use the net proceeds of the offering to fund ongoing clinical trials, commercialization preparation and for general corporate purposes.

Stock-Based Compensation

Stock-Based Compensation	9 Months Ended
	Sep. 30, 2020
Stock-Based Compensation
Stock-Based Compensation	Note 8. Stock-Based Compensation Stock Options The Company’s 2017 Stock Plan became effective in August 2017. Following the effective date of the Company's 2020 Stock Plan (as defined below), the Company ceased granting awards under the 2017 Stock Plan; however the terms and conditions of the 2017 Stock Plan continue to govern any outstanding awards granted thereunder. The Company’s 2020 Stock Plan was approved and became effective at the Company’s 2020 annual meeting of Shareholders on May 20, 2020. The 2020 Stock Plan authorizes for issuance the sum of (i) 911,000 shares of the Company’s common stock authorized for issuance and 231,941 shares of the Company’s common stock which represents the number of shares that remained available for issuance under the 2017 Stock Plan immediately prior to the approval of the 2020 Stock Plan by the Company’s shareholders. Any shares of Common Stock which, as of immediately prior to the approval of the 2020 Stock Plan by the Company’s shareholders, are subject to awards granted under the 2017 Stock Plan that are forfeited or lapse unexercised and are not issued under the 2017 Stock Plan will increase the number of shares of common stock available for grant under the 2020 Stock Plan. In addition, the number of shares available for issuance under the 2020 Stock Plan will increase on the first day of each calendar year beginning January 1, 2021 and ending on and including January 1, 2030 by a number of shares equal to the lesser of (A) 4% of the aggregate number of shares of the Company’s common stock outstanding of the immediately preceding calendar year and (B) such smaller number of shares of common stock as is determined by the Board of Directors. The Company’s 2020 Employee Stock Purchase Plan (“ESPP”) was also approved and became effective at the Company’s 2020 annual meeting of Shareholders on May 20, 2020. The ESPP is designed to assist eligible employees of the Company with the opportunity to purchase the Company’s common stock at a discount through accumulated payroll deductions during successive offering periods. The aggregate number of Shares that may be issued pursuant to rights granted under the ESPP is 100,000 shares of common stock. In addition, the number of shares available for issuance under the ESPP will increase on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2030 by a number of shares of common stock equal to the lesser of  (a) 1% of the shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board. The number of shares that may be issued or transferred pursuant to rights granted under the component of the ESPP that is intended to qualify for favorable U.S. federal tax treatment under Section 423 of the Internal Revenue Code (the “Section 423 Component”) shall not exceed 500,000 shares. The purchase price will be determined by the administrator of the ESPP and, for purposes of the Section 423 Component, shall not be less than 85% of the fair market value of a share on the first trading day or on the last trading day of the applicable offering period, whichever is lower. To date, no shares have been sold under the ESPP. As of September 30, 2020, there were 4,018,547 shares of the Company’s common stock authorized for issuance under the 2017 Stock Plan and the 2020 Stock Plan (collectively, the “Stock Compensation Plans”). Options granted under the Stock Compensation Plans have a term of ten years with vesting terms determined by the board of directors, which is generally four years. As of September 30, 2020, there were 185,046 shares available to be granted under the 2020 Stock Plan. The fair value of options granted during the nine months ended September 30, 2020 was estimated using the Black-Scholes option-pricing model with the following assumptions. For the Nine Months Ended September 30, 2020 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 options granted to employees 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 options granted to non-employee service providers represents the contractual term of the option. 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 Stock Compensation Plans for the nine months ended September 30, 2020 (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, 2020 3,058,349 $ 3.26 $ 34,725 8.0 Options granted 1,099,600 $ 45.90 $ 2,645 9.7 Options forfeited (42,039) $ 5.93 $ — Options exercised (282,409) $ 2.49 $ — Outstanding as of September 30, 2020 3,833,501 $ 15.56 $ 112,173 7.9 Options vested and exercisable as of September 30, 2020 2,253,185 $ 2.35 $ 92,399 7.1 The Company recognized stock-based compensation expense under the Stock Compensation Plans of $7,979 and $2,427 for the nine months ended September 30, 2020 and 2019, respectively. The total grant-date fair value of options was $35,848 for the nine months ended September 30, 2020. As of September 30, 2020, the total compensation expenses not yet recognized in the financial statements is approximately $35,424, and the weighted average period over which it is expected to be recognized is 1.7 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. Stock-based compensation expense, net of forfeitures, recognized by the Company in its statements of operations related to BioXcel equity awards totaled approximately $21 and $61 for the nine months ended September 30 , 2020 and 2019, respectively. Total stock-based compensation charges were approximately $8,000 and $2,488 for the nine months ended September 30 , 2020 and 2019, respectively. The Company charged $3,587 and $4,413 to research and development and general and administrative expense for the nine months ended September 30, 2020. The Company charged $1,449 and $1,039 to research and development and general and administrative expense for the nine months ended September 30, 2019.

Leases

Leases	9 Months Ended
	Sep. 30, 2020
Leases
Leases	Note 9. Leases In August 2018, 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 (the “12 th Floor Lease) which was effective February 22, 2019. The 12 th Floor Lease expires in February 2026. In August 2020, the Company entered into an amendment to the 12 th Floor Lease wherein the Company leased an additional 7,245 square feet of space on the 12 th floor of the building located at 555 Long Wharf Drive, New Haven, Connecticut (the “12 th Floor Lease Amendment”). The 12 th Floor Lease Amendment expires in February 2026. The future minimum annual lease payments under these operating leases as of September 30, 2020 are as follows: Year ending December 31, Amount Remainder of 2020 $ 52 2021 314 2022 363 2023 372 2024 381 Thereafter 456 Total lease payments 1,938 Less imputed interest (261) Total lease liability 1,677 Less current portion of lease liability (210) Long-term portion operating lease liability $ 1,467 The current portion of the Company’s operating lease liability of $210 as of September 30, 2020 is included in other current liabilities on the balance sheet. The Company recorded lease expense of $237 and $155 related to its operating lease right-of-use asset for the nine months ended September 30, 2020 and 2019, respectively. The Company has an option to renew the leases 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.

Borrowing

Borrowing	9 Months Ended
	Sep. 30, 2020
Borrowing
Borrowing	Note 10. Borrowing The Company received funds under the Paycheck Protection Program of the CARES Act in April 2020 in the amount of $537. The application for these funds requires the Company to, in good faith, certify that the current economic uncertainty made the loan request necessary to support the ongoing operations of the Company. On April 23, 2020, the Small Business Administration issued a new FAQ #31, which provided guidance on what it means to certify that: “current economic uncertainty makes this loan request necessary to support the ongoing operations of the Applicant.” Following review of this new FAQ #31 the Company decided to withdraw from the Paycheck Protection Program and has repaid the loan in full together with all accrued interest.

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2020
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, 2020 and December 31, 2019 due to the Company’s continuing operating losses. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) enacted on March 27, 2020 temporarily modifies the federal income tax rules on net operating losses incurred in 2018, 2019, and 2020. Under the CARES Act, a taxpayer that incurs in 2020 or has incurred during 2019 or 2018 a net operating loss (“NOL”) is permitted to carryback such NOL to the prior five years to offset prior year income to claim a tax refund of previously paid federal income taxes. As a result of the Company’s losses since inception it would not benefit from this provision. The CARES Act retroactively suspends the 80% income limitation on use of NOL carryovers for taxable years beginning before January 1, 2021 and allows for 100% of any such taxable income to be offset by the amount of such NOL carryforward. This 80% income limitation is reinstated for tax years beginning after December 31, 2020.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies
Commitments and Contingencies	Note 12. Commitments and Contingencies From time to time, in the ordinary course of business, the Company may be subject to litigation and regulatory examinations as well as information gathering requests, inquiries and/or investigations. The Company is not currently subject to any matters where it believes there is a reasonable possibility that a material loss may be incurred. As of September 30, 2020, there were no matters which would have a material impact on the Company’s financial results.

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2020
Subsequent Event
Subsequent Event	Note 13. Subsequent Event The Company previously entered into a Clinical Trial Collaboration Agreement (the “Collaboration Agreement”) with Nektar Therapeutics, a Delaware corporation, on September 21, 2018 (“Nektar”), pursuant to which the parties had agreed to jointly collaborate to conduct a Phase 1/2 clinical trial evaluating a combination therapy using BXCL701 as a potential therapy for pancreatic cancer and such other clinical trials evaluating the combined therapy as agreed by the parties. The BXCL701 phase of the triple combination study of BXCL701 was planned to initiate following Nektar and Pfizer’s Phase 1B dose-escalation trial, which was delayed. As a result, the parties agreed to discontinue activities on the triple combination study and instead reallocate resources to other studies and development programs, and the parties terminated the Collaboration Agreement, effective November 10 , 2020.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Summary of Significant Accounting Policies
Basis of Presentation	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, 2020, the results of its operations for the three and nine months ended September 30, 2020 and 2019 and its cash flows for the three and nine months ended September 30, 2020 and 2019, respectively. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020, any other interim periods or any future year or period. The accompanying unaudited financial statements of the Company should be read in conjunction with the audited financial statements and notes as of and for the year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (the “SEC”) on March 9, 2020. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect amounts reported in the financial statements and notes thereto. The Company believes that its existing cash and cash equivalents will be sufficient to cover its cash flow requirements for at least the next twelve months from the issuance of these financial statements. However the Company’s future requirements may change and will depend on numerous factors
Use of Estimates	Use of Estimates The preparation of our financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity and expenses. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of expenses. During the nine months ended September 30, 2020, the novel coronavirus disease, or COVID-19, was declared a pandemic and spread across the globe, including the United States and Europe. The outbreak and government measures taken in response have also had a significant impact, both direct and indirect, on businesses and commerce, as worker shortages have occurred; supply chains have been disrupted; facilities and production have been suspended; and demand for certain goods and services, such as medical services and supplies, has spiked, while demand for other goods and services, such as travel, has fallen. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations and financial condition, including expenses, reserves and allowances, clinical trials, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have evaluated the impact of COVID-19 within our financial statements and given the daily evolution of the COVID-19 outbreak and the global responses to curb its spread, we are not able to estimate the effects of the COVID-19 outbreak on our results of operations, financial condition, or liquidity. The financial statements do not reflect any adjustments as a result of the pandemic but there may be changes to the current estimates in future periods.
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, 2020, 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.
Offering Costs	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. Effective September 22, 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 3-5 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. The Company adopted ASU 2016‑02 Lease Accounting Topic 842 in January 2019 and recorded a ROU asset and related liability in the amount of $1,308 on commencement of a new office lease.
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 2017 Equity Incentive Plan (the “2017 Stock Plan”) became effective in August 2017. The Company’s 2020 Incentive Award Plan (the “2020 Stock Plan”) became effective in May 2020. Following the effective date of the Company’s 2020 Incentive Award Plan, the Company ceased granting awards under the 2017 Equity Incentive Plan; however the terms and conditions of the 2017 Equity Incentive Plan continue to govern any outstanding awards granted thereunder. 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 as expense over the requisite service period. The Company utilizes the Black-Scholes option pricing model for determining the estimated fair value for stock-based awards. The Black Scholes model requires the use of assumptions which determine the fair value of the stock-based awards. Determining the fair value of stock-based awards at the grant date requires significant judgment, including estimating the expected term of the stock options, the expected volatility of our stock and expected dividends. Stock awards granted by the Company subsequent to its March 2018 initial public offering (“IPO”) are valued using market prices at the date of grant. Significant judgement and estimates were used to estimate the fair value of these awards, as the shares of common stock underlying these awards were not then publicly traded. The Company 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.
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.
Expenses Accrued Under Contractual Arrangements	Expenses Accrued Under Contractual Arrangements As part of the process of preparing our financial statements, we are required to estimate our accrued expenses. This process involves reviewing open contracts and purchase orders, communicating with our applicable personnel to identify services that have been performed on our behalf and estimating the level of service performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost. The majority of our service providers invoice us monthly in arrears for services performed. We make estimates of our accrued expenses as of each balance sheet date in our financial statements based on facts and circumstances known to us at that time. We periodically confirm the accuracy of our estimates with the service providers and make adjustments if necessary. We base our expenses related to clinical trials on our estimates of the services received and efforts expended pursuant to contracts with multiple research institutions and contract research organizations that conduct and manage clinical trials on our behalf. The financial terms of these agreements are subject to negotiation, vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts depend on factors such as the successful enrollment of patients and the completion of clinical trial milestones. In accruing expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period, which is based on an established protocol specific to each clinical trial. If the actual timing of the performance of services or the level of effort varies from our estimate, we adjust the accrual accordingly. Although we do not expect our estimates to be materially different from amounts actually incurred, our understanding of the status and timing of services performed relative to the actual status and timing of services performed may vary and may result in us reporting amounts that are too high or too low in any particular period.
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 equivalents, 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 earnings (loss) per share (“EPS”) 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. Securities that could potentially dilute EPS in the future were not included in the computation of EPS because to do so would be antidilutive. The calculations of basic and diluted net loss per share are as follows: Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net loss (numerator) $ (24,753) $ (9,018) $ (61,083) $ (24,693) Weighted-average share, in thousands (denominator) 23,050 15,752 20,779 15,695 Basic and diluted net loss per share $ (1.07) $ (0.57) $ (2.94) $ (1.57) Potentially dilutive securities outstanding consists solely of stock options. The Company had stock options outstanding to purchase 3,833,501 and 3,092,122 shares of common stock as of September 30, 2020 and 2019, respectively.
Recent Accounting Pronouncements	Recent Accounting Pronouncements 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.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2020
Summary of Significant Accounting Policies
Schedule of earnings per share	Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net loss (numerator) $ (24,753) $ (9,018) $ (61,083) $ (24,693) Weighted-average share, in thousands (denominator) 23,050 15,752 20,779 15,695 Basic and diluted net loss per share $ (1.07) $ (0.57) $ (2.94) $ (1.57)

Property & Equipment (Tables)

Property & Equipment (Tables)	9 Months Ended
	Sep. 30, 2020
Property & Equipment
Schedule of Property and Equipment, net	September 30, December 31, 2020 2019 Unaudited Computers and related equipment $ 260 $ 229 Furniture 356 344 Leasehold improvements 645 642 1,261 1,215 Accumulated depreciation (317) (174) $ 944 $ 1,041

Accrued Expenses and Other Cu_2

Accrued Expenses and Other Current Liabilities (Tables)	9 Months Ended
	Sep. 30, 2020
Accrued Expenses and Other Current Liabilities
Schedule of accrued expenses	September 30, 2020 December 31, 2019 Research and development expenses $ 4,023 $ 1,215 Accrued compensation and benefits 1,986 1,570 Accrued professional expenses 719 266 Other accrued expenses 173 69 $ 6,901 $ 3,120

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	9 Months Ended
	Sep. 30, 2020
Stock-Based Compensation
Schedule of Valuation Assumptions	For the Nine Months Ended September 30, 2020 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, 2020 3,058,349 $ 3.26 $ 34,725 8.0 Options granted 1,099,600 $ 45.90 $ 2,645 9.7 Options forfeited (42,039) $ 5.93 $ — Options exercised (282,409) $ 2.49 $ — Outstanding as of September 30, 2020 3,833,501 $ 15.56 $ 112,173 7.9 Options vested and exercisable as of September 30, 2020 2,253,185 $ 2.35 $ 92,399 7.1

Leases (Tables)

Leases (Tables)	9 Months Ended
	Sep. 30, 2020
Leases
Summary of maturities of the operating lease liability	Year ending December 31, Amount Remainder of 2020 $ 52 2021 314 2022 363 2023 372 2024 381 Thereafter 456 Total lease payments 1,938 Less imputed interest (261) Total lease liability 1,677 Less current portion of lease liability (210) Long-term portion operating lease liability $ 1,467

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Jan. 31, 2019
Summary of Significant Accounting Policies
Right to Use Asset	$ 1,586						$ 1,586		$ 1,193
Lease liability	1,677						1,677
Net loss (numerator)	$ (24,753)	$ (21,419)	$ (14,911)	$ (9,018)	$ (8,471)	$ (7,204)	$ (61,083)	$ (24,693)
Weighted-average share (denominator)	23,050,256			15,752,196			20,779,465	15,695,263
Basic and diluted net loss per share	$ (1.07)			$ (0.57)			$ (2.94)	$ (1.57)
Anti-dilutive securities (in shares)							3,833,501	3,092,122
ASU 2016-02 | Adjustment
Summary of Significant Accounting Policies
Right to Use Asset										$ 1,308
Lease liability										$ 1,308
Computers and related equipment | Minimum
Summary of Significant Accounting Policies
Useful life							3 years
Computers and related equipment | Maximum
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	Mar. 06, 2020USD ($)	Apr. 05, 2018USD ($)	Nov. 07, 2017USD ($)shares	Feb. 29, 2020USD ($)shares	Jul. 31, 2019USD ($)	Apr. 30, 2019USD ($)	Sep. 30, 2020USD ($)shares	Sep. 30, 2019USD ($)	Sep. 30, 2020USD ($)shares	Sep. 30, 2019USD ($)	Dec. 31, 2019shares
Transactions with BioXcel
Common shares, issued | shares							24,354,882		24,354,882		18,087,382
Payments to repurchase shares				$ 9,024					$ 9,024
Shares repurchased (in shares) | shares				300,000
BioXcel Corporation | Asset contribution agreement
Transactions with BioXcel
Common shares, issued | shares			9,480,000
Payment to (received from) related party		$ 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 | Separation and Shared Services Agreement
Transactions with BioXcel
Service charges							$ 270	$ 173	$ 926	$ 689
BioXcel Corporation | Payment within thirty days after IPO | 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
Payment to (received from) related party						$ 500
BioXcel Corporation | Payable upon later 12 months IPO and first dosing for BXCL701 | Asset contribution agreement
Transactions with BioXcel
Lump sum payment to parent			$ 500
Period specified for payment			12 months
Payment to (received from) related party					$ 500
BioXcel Corporation | Payment due within 60 days after specified cumulative net sales | Asset contribution agreement
Transactions with BioXcel
Lump sum payment to parent			$ 5,000
Period specified for payment			60 days
Cumulative net sales			$ 50,000

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Equipment
Property and equipment, gross	$ 1,261	$ 1,215
Accumulated depreciation	(317)	(174)
Property and equipment, net	944	1,041
Computers and related equipment
Equipment
Property and equipment, gross	260	229
Furniture
Equipment
Property and equipment, gross	356	344
Leasehold improvements
Equipment
Property and equipment, gross	$ 645	$ 642

Accrued Expenses and Other Cu_3

Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Accrued Expenses and Other Current Liabilities
Research and development expenses	$ 4,023	$ 1,215
Accrued compensation and benefits	1,986	1,570
Accrued professional expenses	719	266
Other accrued expenses	173	69
Accrued expenses	6,901	$ 3,120
Operating lease liabilities current portion	210
Insurance premiums payable	$ 468

Stockholders' Equity - Authoriz

Stockholders' Equity - Authorized (Details)	9 Months Ended
	Sep. 30, 2020Vote$ / sharesshares	Dec. 31, 2019$ / sharesshares
Stockholders’ Equity
Preferred shares, authorized	10,000,000	10,000,000
Preferred shares, par value (dollar per share) | $ / shares	$ 0.001	$ 0.001
Preferred shares, issued	0	0
Preferred shares, outstanding	0	0
Common shares, authorized	50,000,000	50,000,000
Common stock, par value | $ / shares	$ 0.001	$ 0.001
Common stock outstanding	24,354,882	18,087,382
Number of votes per common stock | Vote	1

Stockholders' Equity - Common S

Stockholders' Equity - Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands	Sep. 26, 2019	May 20, 2019	Jul. 31, 2020	Feb. 29, 2020	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Jun. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Number of shares issued	2,303,030		4,000,000	2,300,000
Purchase price (in dollar per share)	$ 8.25		$ 50	$ 32
Common stock, par value					$ 0.001				$ 0.001		$ 0.001
Issuance costs paid	$ 1,577		$ 12,992	$ 4,789	$ 12,991	$ 4,789	$ 1,991	$ 11
Gross proceeds from issuance of common stock			200,000	73,600
Proceeds from issuance of common stock, net of issuance costs	$ 17,423		$ 187,008	68,811					$ 255,819	$ 17,736
Payments to repurchase shares				$ 9,024					$ 9,024
Shares repurchased (in shares)				300,000
Jefferies Sale Agreement
Number of shares issued		66,193
Common stock, par value		$ 0.001
Issuance costs paid		$ 350
Proceeds from issuance of common stock, net of issuance costs		387
Jefferies Sale Agreement | Maximum
Proceeds from issuance of common stock, net of issuance costs		$ 20,000
Underwriting option
Underwriters option exercisable period			30 days
Shares available to the underwriter's purchase			600,000

Stock-Based Compensation - Fair

Stock-Based Compensation - Fair value assumptions (Details) - $ / shares	May 20, 2020	Sep. 30, 2020
Stock-Based Compensation
Authorized shares		4,018,547
Available for grant (in shares)		185,046
Terms of award	10 years
Vesting period	4 years
2020 Incentive Award Plan
Stock-Based Compensation
Authorized shares	911,000
Percentage of increase in common stock available for grant	4.00%
2017 Stock Plan
Stock-Based Compensation
Available for grant (in shares)	231,941
Employee Stock Purchase Plan 2020
Stock-Based Compensation
Authorized shares	100,000
Percentage of increase in common stock available for grant	1.00%
Maximum number of shares issued or transferred under ESPP	500,000
Purchase price, as a percent of fair market value	85.00%
Shares issued under ESPP		0
Options
Stock-Based Compensation
Expected stock price volatility, minimum (as a percent)		78.25%
Expected stock price volatility, maximum (as a percent)		87.21%
Risk-free rate of interest, minimum (as a percent)		0.27%
Risk-free rate of interest, maximum (as a percent)		2.38%
Expected dividend yield (as a percent)		0.00%
Options | Minimum
Stock-Based Compensation
Exercise price per share (in dollars per share)		$ 13.60
Fair value of grants per share		$ 9.04
Expected Term (years)		4 years 8 months 12 days
Options | Maximum
Stock-Based Compensation
Exercise price per share (in dollars per share)		$ 61.48
Fair value of grants per share		$ 44.55
Expected Term (years)		7 years

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option Activity (Details) - Options $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020USD ($)$ / sharesshares	Dec. 31, 2019USD ($)$ / sharesshares
Number of Shares
Outstanding, beginning balance (in shares) | shares	3,058,349
Options granted (in shares) | shares	1,099,600
Options forfeited (in shares) | shares	(42,039)
Options exercised (in shares) | shares	(282,409)
Outstanding, ending balance (in shares) | shares	3,833,501	3,058,349
Options vested and exercisable (in shares) | shares	2,253,185
Weighted Average Exercise Price per Share
Outstanding, beginning balance (in dollars per shares) | $ / shares	$ 3.26
Options granted (in dollars per share) | $ / shares	45.90
Options forfeited (in dollars per shares) | $ / shares	5.93
Options exercised (in dollars per shares) | $ / shares	2.49
Outstanding, end balance (in dollars per shares) | $ / shares	15.56	$ 3.26
Options vested and exercisable (in dollars per shares) | $ / shares	$ 2.35
Options
Intrinsic value, Outstanding, beginning balance | $	$ 34,725
Intrinsic value, granted | $	2,645
Intrinsic value, Outstanding, end balance | $	112,173	$ 34,725
Intrinsic value, vested and exercisable | $	$ 92,399
Weighted average remaining contractual life, Outstanding, Beginning	7 years 10 months 24 days	8 years
Weighted average remaining contractual life, granted	9 years 8 months 12 days
Weighted average remaining contractual life, vested and exercisable	7 years 1 month 6 days

Stock-Based Compensation - Info

Stock-Based Compensation - Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Stock-Based Compensation
Share-based compensation costs recognized	$ 8,000	$ 2,488
Research and development expense
Stock-Based Compensation
Share-based compensation costs recognized	3,587	1,449
General and administrative expense
Stock-Based Compensation
Share-based compensation costs recognized	4,413	1,039
Options
Stock-Based Compensation
Share-based compensation costs recognized	7,979	2,427
Grant-date fair value	35,848
Remaining unamortized expense	$ 35,424
Remaining unamortized expense period	1 year 8 months 12 days
Options | BioXcel Corporation
Stock-Based Compensation
Share-based compensation costs recognized	$ 21	$ 61

Leases - (Details)

Leases - (Details) - ft²	1 Months Ended
	Aug. 31, 2020	Feb. 22, 2019
Leases
Area of lease		11,040
Additional space leased	7,245

Leases - Maturities (Details)

Leases - Maturities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Maturities of the operating lease liability
Remainder of 2020	$ 52
2021	314
2022	363
2023	372
2024	381
Thereafter	456
Total lease payments	1,938
Less imputed interest	(261)
Total lease liability	1,677
Less current portion of lease liability	(210)
Long-term portion operating lease liability	$ 1,467	$ 1,029

Leases - Additional Information

Leases - Additional Information (Details) $ in Thousands	1 Months Ended	9 Months Ended
	Aug. 31, 2020item	Sep. 30, 2020USD ($)	Sep. 30, 2019USD ($)
Leases
Operating lease liabilities current portion		$ 210
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]		Other Liabilities, Current
Lease expense		$ 237	$ 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%

Borrowing (Details)

Borrowing (Details) $ in Thousands	1 Months Ended
	Apr. 30, 2020USD ($)
Paycheck Protection Program Loan
Debt Instrument [Line Items]
Proceeds from debt	$ 537

Income Taxes - (Details)

Income Taxes - (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Income Taxes
Income tax liabilities	$ 0	$ 0