BioXcel Therapeutics (BTAI) 10-K 10 Mar 22 2021 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Mar. 01, 2022	Jun. 30, 2021
Document and Entity Information
Document Type	10-K
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	001-38410
Entity Registrant Name	BioXcel Therapeutics, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	82-1386754
Entity Address, Address Line One	555 Long Wharf Drive
Entity Address, City or Town	New Haven
Entity Address, State or Province	CT
Entity Address, Postal Zip Code	06511
City Area Code	475
Local Phone Number	238-6837
Title of 12(b) Security	Common Stock
Trading Symbol	BTAI
Security Exchange Name	NASDAQ
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
Auditor Name	Ernst & Young LLP	BDO USA, LLP
Auditor Firm ID	42
Auditor Location	Stamford, Connecticut	Stamford, Connecticut
Entity Shell Company	false
Entity Public Float				$ 550,896,639
Entity Common Stock, Shares Outstanding			27,980,345
Entity Central Index Key	0001720893
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	false

BALANCE SHEETS

BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets
Cash and cash equivalents	$ 232,968	$ 213,119
Prepaid expenses	2,888	2,962
Other current assets	956	984
Total current assets	236,812	217,065
Property and equipment, net	1,294	1,273
Operating lease right-of-use assets	1,247	1,511
Other assets	86	87
Total assets	239,439	219,936
Current liabilities
Accounts payable	4,678	3,979
Accrued expenses	11,492	7,469
Due to related party	204	157
Other current liabilities	293	237
Total current liabilities	16,667	11,842
Long-term portion of operating lease liabilities	1,105	1,398
Total liabilities	17,772	13,240
Commitments and contingencies (Note 11)
Stockholders' equity
Common stock, $0.001 par value, 100,000 and 50,000 shares authorized as of December 31, 2021 and December 31, 2020, respectively; 27,980 and 24,417 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively	28	24
Preferred stock, $0.001 par value, 10,000 shares authorized; no shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively
Additional paid-in-capital	467,427	345,529
Accumulated deficit	(245,788)	(138,857)
Total stockholders' equity	221,667	206,696
Total liabilities and stockholders' equity	$ 239,439	$ 219,936

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Dec. 31, 2021	Dec. 31, 2020
BALANCE SHEETS
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000	50,000
Common stock, shares issued (in shares)	27,980	24,417
Common stock, shares outstanding (in shares)	27,980	24,417
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	10,000	10,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Operating expenses
Research and development	$ 52,708	$ 57,995
General and administrative	54,227	24,302
Total operating expenses	106,935	82,297
Loss from operations	(106,935)	(82,297)
Other income (expense)
Interest income	44	155
Interest expense	(40)	(27)
Net loss and comprehensive loss	$ (106,931)	$ (82,169)
Basic (in dollars per share)	$ (4.05)	$ (3.79)
Diluted (in dollars per share)	$ (4.05)	$ (3.79)
Basic (in shares)	26,373	21,683
Diluted (in shares)	26,373	21,683

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Common stock	Additional Paid in Capital	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2019	$ 18	$ 83,565	$ (56,688)	$ 26,895
Beginning Balance (in shares) at Dec. 31, 2019	18,087
Issuance of common stock, net of issuance costs	$ 6	255,779		255,785
Issuance of common stock, net of issuance costs (in shares)	6,300
Purchase and cancellation of shares from BioXcel Corporation		(9,024)		(9,024)
Purchase and cancellation of shares from BioXcel Corporation (in shares)	(300)
Stock-based compensation		14,611		14,611
Exercise of stock options		598		598
Exercise of stock options (in shares)	330
Net loss			(82,169)	(82,169)
Ending Balance at Dec. 31, 2020	$ 24	345,529	(138,857)	$ 206,696
Ending Balance (in shares) at Dec. 31, 2020	24,417			24,417
Issuance of common stock, net of issuance costs	$ 3	100,990		$ 100,993
Issuance of common stock, net of issuance costs (in shares)	3,279
Stock-based compensation		19,455		19,455
Exercise of stock options	$ 1	1,453		1,454
Exercise of stock options (in shares)	284
Net loss			(106,931)	(106,931)
Ending Balance at Dec. 31, 2021	$ 28	$ 467,427	$ (245,788)	$ 221,667
Ending Balance (in shares) at Dec. 31, 2021	27,980			27,980

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Jul. 31, 2020	Feb. 29, 2020	Dec. 31, 2021	Dec. 31, 2020
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
Issuance costs paid	$ 13,026	$ 4,789	$ 3,542	$ 17,815

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (106,931)	$ (82,169)
Reconciliation of net loss to net cash used in operating activities
Depreciation and amortization	297	188
Loss on disposal of equipment	46
Stock-based compensation expense	19,455	14,611
Changes in operating assets and liabilities:
Prepaid expenses and other assets	103	(2,301)
Operating lease right of use assets	264	288
Accounts payable, accrued expenses, and other liabilities	4,850	3,197
Operating lease liabilities	(237)	(164)
Net cash used in operating activities	(82,153)	(66,350)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of equipment and leasehold improvements	(445)	(316)
Net cash used in investing activities	(445)	(316)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of issuance costs	100,993	255,785
Purchase and cancellation of shares from BioXcel LLC		(9,024)
Exercise of stock options	1,454	598
Net cash provided by financing activities	102,447	247,359
Net increase in cash and cash equivalents	19,849	180,693
Cash and cash equivalents, beginning of the period	213,119	32,426
Cash and cash equivalents, end of the period	232,968	213,119
Supplemental cash flow information:
Interest paid	40	27
Purchases of property and equipment in accounts payable and accrued expenses	$ 22	104
Operating lease ROU assets obtained in exchange for operating lease liabilities		$ 606

Nature of the Business

Nature of the Business	12 Months Ended
	Dec. 31, 2021
Nature of the Business
Nature of the Business	Note 1. Nature of the Business BioXcel Therapeutics, Inc. (“BTI”) 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, LLC ” refer to BioXcel LLC and, its predecessor, BioXcel Corporation. The Company was incorporated under the laws of the State of Delaware on March 29, 2017. The Company’s principal office is in New Haven, Connecticut. 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. Impact of COVID-19 Pandemic During the first quarter ended March 31, 2020, and continuing through December 31, 2021, the novel coronavirus disease, or COVID-19, was declared a pandemic and spread to multiple regions across the globe, including the United States and Europe. The outbreak and government measures taken in response have 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. To date we have taken steps in line with guidance from the U.S. Centers for Disease Control and Prevention (“CDC”) and the State of Connecticut to protect the health and safety of our employees and the community. In particular, we implemented a work-from-home policy for all employees and have restricted on-site activities to certain chemical, manufacturing and control (“CMC”) and clinical trial activities. We continue to assess the impact of the COVID-19 pandemic to best mitigate risk and continue the operations of our business. Beginning late in the second quarter of 2020, we began to slowly bring our staff, in very limited numbers, back to our office. This modified return-to-work approach is continuing into 2022. We have taken steps to protect our workforce and have instituted strict work rules to protect our employees. We continue to work closely with our clinical sites to monitor the potential impact of the evolving COVID-19 pandemic. We remain committed to our clinical programs and development plans. Other than Phase 2 clinical trial evaluating BXCL501 in patients with delirium through December 31, 2021, we have not experienced any significant delays to our ongoing or planned clinical trials, except for challenges in accessing elderly care facilities and ICU settings; however, this could rapidly change. ​

Basis of Presentation

Basis of Presentation	12 Months Ended
	Dec. 31, 2021
Basis of Presentation
Basis of Presentation	Note 2. Basis of Presentation The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Summary of Significant Accounting Policies	Note 3. 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. 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, 2021, and 2020, cash equivalents were comprised primarily 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. Property and Equipment Property and equipment are recorded at cost and depreciated and amortized over the shorter of their remaining lease term or their estimated useful life on a straight-line basis as follows: Equipment Furniture Leasehold improvements Lesser of life of improvement or lease term Expenditures for maintenance and repairs which do not improve or extend the useful lives of respective assets are expensed as incurred. When assets are sold or retired, the related cost and accumulated depreciation are removed from their respective accounts and any resulting gain or loss is included within general and administrative expenses in net loss from operations in the statement of operations. The Company follows the guidance provided by FASB ASC Topic 360-10, Property, Plant, and Equipment 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 the long-term portion of 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 prepaid lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Renewal options were not included in our calculation of the related asset and liability. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “ Compensation—Stock Compensation, 2017. The Company’s 2020 Incentive Award Plan (“2020 Plan”) became effective in May 2020. Following the effective date of the Company's 2020 Stock Plan, the Company ceased granting awards under the 2017 Plan, however the terms and conditions of the 2017 Plan continue to govern any outstanding awards granted thereunder. 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 using the accelerated attribution method. The estimated fair value of stock option awards was determined using the Black-Scholes option pricing model on the date of grant. Prior to the IPO, significant judgment and estimates were used to estimate the fair value of these awards prior to the IPO. Stock awards granted by the Company subsequent to the IPO are valued using market prices at the date of grant. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Black-Scholes option-pricing model was used as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the award is recognized as an expense in the statement of operations over the requisite service period using the accelerated attribution method. The Company 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. 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. Such estimates are subject to change as additional information becomes available. 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 expensed as incurred as general and administrative costs as recoverability of such expenditures is uncertain. Fair Value of Financial Instruments The Company applies the provisions of ASC 820, “ Fair Value Measurements and Disclosures 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. As of December 31, 2021, and December 31, 2020, the Company had $232,968 and $213,119, respectively, in cash and U.S. government money market accounts (included in cash and cash equivalents) which was valued based on Level 1 inputs. There were no transfers between levels within the hierarchy during the year ended December 31, 2021 and December 31, 2020. Earnings (Loss) per Share Basic earnings (loss) per share (“EPS”) is calculated in accordance with ASC 260, “ Earnings Per Share ,” by dividing net income or loss attributable to common stockholders by the weighted average common stock outstanding. Diluted EPS is calculated by adjusting weighted average common shares outstanding for the dilutive effect of common stock options and warrants. In periods in which a net loss is recorded, no effect is given to potentially dilutive securities, since the effect would be antidilutive. Securities that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS because to do so would have been antidilutive. Segment Information The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, our chief operating decision maker has made such decisions and assessed performance at the company level as one segment. Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 , Income Taxes (Topic 740) In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Accounting Pronouncements effective in future periods In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU No. 2018-19, ASU No. 2019-04 and No. ASU 2019-05 (collectively, “Topic 326”) Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842) ​

Financing Activities

Financing Activities	12 Months Ended
	Dec. 31, 2021
Financing Activities
Financing Activities	Note 4. Financing Activities In June 2021, the Company sold in a registered offering 3,155 shares of its common stock at a public offering price of $31.70 per share. The Company received proceeds of $96,937, net of issuance costs of $3,042. ​ In May 2021, the Company entered into an Open Market Sale Agreement (the “Sale Agreement”) with Jefferies LLC (“Jefferies”) pursuant to which the Company could offer and sell shares of its common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $100,000 (the “Shares”), from time to time, through an “at the marketing offering” program under which Jefferies will act as sale agent. The Company sold 124 shares under the Sale Agreement in June 2021. As of December 31, 2021, the Company had received proceeds of $4,056, net of issuance costs of $500. ​ In July 2020, the Company sold in a registered offering 4,000 shares of its common stock at a public offering price of $50.00 . The Company received proceeds of approximately $186,974 , net of issuance costs of $13,026 . 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 shares of common stock at the public offering price less underwriting discounts and commissions, which was not exercised. The Company intends to use the net proceeds of the offering to fund ongoing clinical trials, commercialization preparation and for general corporate purposes. ​ In February 2020, the Company sold in a registered offering 2,300 shares of its common stock at a public offering price of $32.00 per share. The Company received proceeds of . The Company used ​

Transactions with BioXcel LLC

Transactions with BioXcel LLC	12 Months Ended
	Dec. 31, 2021
Transactions with BioXcel LLC
Transactions with BioXcel LLC	Note 5. Transactions with BioXcel LLC The Company entered into a Separation and Shared Services Agreement with BioXcel LLC that took effect on June 30, 2017, as amended and restated, or the Services Agreement, pursuit to which services provided by BioXcel LLC 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, chemical, manufacturing and controls cost, and administrative support. Service charges recorded under this agreement for the year ended December 31, 2021 and 2020 were comprised as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ Research and development $ 1,184 ​ $ 1,180 General and administrative ​ 218 ​ ​ 82 Total ​ $ 1,402 ​ $ 1,262 ​ As of December 31, 2021 and 2020, $204 and $157 related to these service charges is included in due to related parties in the Company’s balance sheet, respectively. Under the Services Agreement, the Company has an option, exercisable until March 12, 2023, to enter into a collaborative services agreement with BioXcel LLC pursuant to which BioXcel LLC 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 LLC 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 LLC shall continue to make such product identification and related services available to us through at least September 30, 2024. As of December 31, 2021, this option has not been exercised. The Company paid $9,024 in February 2020 for the purchase and subsequent cancellation of 300 shares owned by BioXcel LLC.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	12 Months Ended
	Dec. 31, 2021
Earnings (Loss) Per Share
Earnings (Loss) Per Share	Note 6. Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) is calculated in accordance with ASC 260, “Earnings Per Share,” by dividing net income or loss attributable to common stockholders by the weighted average common stock outstanding. Diluted EPS is calculated by adjusting weighted average common shares outstanding for the dilutive effect of common stock options. In periods in which a net loss is recorded, no effect is given to potentially dilutive securities, since the effect would be antidilutive. Securities that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS because to do so would have been antidilutive. The calculations of basic and diluted net loss per share are as follows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, ​ ​ 2021 2020 Net loss (numerator) ​ $ (106,931) ​ $ (82,169) Weighted average share, in thousands (denominator) ​ ​ 26,373 ​ ​ 21,683 Basic and diluted net loss per share ​ $ (4.05) ​ $ (3.79) ​ Potentially dilutive securities outstanding consists solely of stock options. The Company had options outstanding to purchase 4,000 and 3,798 shares of common stock as of December 31, 2021 and 2020, respectively.

Property and Equipment, net

Property and Equipment, net	12 Months Ended
	Dec. 31, 2021
Property and Equipment, net
Property and Equipment, net	Note 7. Property and Equipment, net A summary of property and equipment is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ 2021 2020 Computers and related equipment ​ $ 167 ​ $ 260 Furniture ​ ​ 572 ​ ​ 369 Leasehold improvements ​ ​ 1,133 ​ ​ 650 Work in process ​ ​ 24 ​ ​ 356 ​ ​ ​ 1,896 ​ ​ 1,635 Accumulated depreciation ​ ​ (602) ​ ​ (362) ​ ​ $ 1,294 ​ $ 1,273 ​ ​ Depreciation expense was $297 and $188 for the years ended December 31, 2021 and 2020, respectively.

Accrued Expenses

Accrued Expenses	12 Months Ended
	Dec. 31, 2021
Accrued Expenses
Accrued Expenses	Note 8. Accrued Expenses Accrued expenses consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 ​ ​ ​ ​ ​ Research and development expenses ​ $ 5,762 ​ $ 3,264 Accrued compensation and benefits ​ ​ 3,968 ​ ​ 2,066 Accrued professional expenses ​ 1,324 ​ 1,288 Accrued taxes ​ ​ 302 ​ ​ 697 Other accrued expenses ​ 136 ​ 154 ​ ​ $ 11,492 ​ $ 7,469 ​

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Dec. 31, 2021
Stock-Based Compensation
Stock-Based Compensation	Note 9. Stock-Based Compensation 2017 Equity Incentive Plan The Company’s 2017 Equity Incentive Plan (the “2017 Plan”) became effective in August 2017. Following the effective date of the Company's 2020 Plan (as defined below), the Company ceased granting awards under the 2017 Plan, however, the terms and conditions of the 2017 Plan continue to govern any outstanding awards granted thereunder. 2020 Incentive Award Plan The Company’s 2020 Plan was approved and became effective at the Company’s 2020 annual meeting of Shareholders on May 20, 2020 and unless, earlier terminated by the Board of Directors, will remain in effect until March 26, 2030. The 2020 Plan originally authorized for issuance the sum of (i) 911 shares of the Company’s common stock authorized for issuance and (ii) 233 shares of the Company’s common stock, which represents the number of shares that remained available for issuance under the 2017 Plan as of immediately prior to the approval of the 2020 Plan by the Company’s shareholders. Any shares of Common Stock which, as of immediately prior to the approval of the 2020 Plan by the Company’s stockholders, were subject to awards granted under the 2017 Plan that are forfeited or lapse unexercised and are not issued under the 2017 Plan will increase the number of shares of common stock available for grant under the 2020 Plan. In addition, the number of shares available for issuance under the 2020 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 on the final day of the immediately preceding calendar year and (B) such smaller number of shares of common stock as determined by the Board of Directors. On January 1, 2021, the shares available for issuance under the 2020 Plan increased by 977 shares and on January 1, 2022, the shares available for issuance under the 2020 Plan increased by 1,119 additional shares pursuant to this provision. Options granted under the 2020 Plan have a term of ten years with the vesting schedule determined by the Board of Directors, which is generally four years. As of December 31, 2021, there were 648 shares available to be granted under the 2020 Plan. A summary of the status of the Company’s stock option activity for the year ended December 31, 2021 is presented below (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number ​ Weighted Average ​ ​ of ​ Exercise ​ Shares Price per Share Outstanding as of January 1, 2021 3,798 ​ $ 16.15 Granted ​ 869 ​ $ 37.26 Forfeited ​ (364) ​ $ 43.04 Cancelled ​ (19) ​ $ 55.38 Exercised ​ (284) ​ $ 5.12 Outstanding as of December 31, 2021 ​ 4,000 ​ $ 18.89 ​ ​ ​ ​ ​ ​ Options vested and exercisable as of December 31, 2021 2,684 ​ $ 9.58 ​ As of December 31, 2021, the intrinsic value of options outstanding was $41,120. The intrinsic value for stock options is calculated based on the difference between the exercise prices of the underlying awards and the quoted stock price of the Company’s common stock as of the reporting date. The total intrinsic value of stock options exercised for the years ended December 31, 2021 and 2020 was $11,942 and $11,629, respectively. The total intrinsic value of stock options exercisable for the years ended December 31, 2021 and 2020 was $39,794 and $99,054, respectively. The weighted average grant date fair value of options granted in 2021 and 2020 was $28.81 and $32.71, respectively. The weighted average grant date fair value of options vested at December 31, 2021 was $7.05. The weighted average remaining contractual life is 6.3 years for options exercisable. The weighted average remaining contractual life is 8.8 years for options outstanding. Stock-Based Compensation The fair value of options granted during the years ended December 31, 2021 and 2020 was estimated using the Black-Scholes option-pricing model with the following assumptions. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ Year Ended ​ Year Ended ​ December 31, 2021 ​ December 31, 2020 Expected Term ​ ​ 5.50 years - 6.25 years ​ 5.50 years - 6.25 years Expected stock price volatility ​ ​ 95.00 % - 98.00 % ​ 79.02 % - 86.71 % Risk-free rate of interest ​ ​ 0.96 % - 1.37 % ​ 0.33 % - 2.34 % Expected dividend ​ ​ 0.0 % - 0.0 % ​ 0.0 % - 0.0 % ​ Prior to the Company’s IPO, it did not have a history of market prices of its common stock and, as such, volatility is estimated using historical volatilities of similar public companies. In 2021, the Company began using a combination of the historical volatility of similar public companies and the limited historical information related to the Company’s common stock. 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 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 fair value of the underlying common stock is generally determined as the closing price of the Company’s common stock on the Nasdaq Capital Market on the grant date, with consideration of whether there is material nonpublic information that could impact that estimated fair value when it is released. The Company recognized stock-based compensation expense under the 2017 Plan and the 2020 Plan of $19,455 and $14,611 for the years ended December 31, 2021 and 2020, respectively. Unrecognized compensation expense related to unvested awards as of December 31, 2021 was $18,738 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 1.7 years. Total stock-based compensation charges were approximately $19,455 and $14,611 for the years ended December 31, 2021 and 2020, respectively. The Company charged $6,657 and $12,798 to research and development and general and administrative expense for the year ended December 31, 2021, respectively. The Company charged $6,020 and $8,591 to research and development and general and administrative expense for the year ended December 31, 2020, respectively. 2020 Employee Stock Purchase Plan The Company’s 2020 Employee Stock Purchase Plan (the “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

Leases

Leases	12 Months Ended
	Dec. 31, 2021
Leases
Leases	Note 10. Leases In August 2018, the Company entered into an agreement to lease approximately 11,040 square feet of space on the 12 th th th In August 2020, the Company entered into an amendment to the 12 th th th th The future minimum annual lease payments under these operating leases as of December 31, 2021 are as follows: ​ ​ ​ ​ ​ Year ending December 31, Amount 2022 ​ ​ 363 2023 ​ ​ 372 2024 ​ ​ 381 2025 ​ ​ 391 2026 ​ ​ 65 Thereafter ​ ​ - Total lease payments ​ ​ 1,572 Less imputed interest ​ ​ (174) Total lease liability ​ ​ 1,398 Less current portion of lease liability ​ ​ (293) Long-term portion operating lease liability ​ $ 1,105 ​ The current The Company recorded lease expense related to its operating lease right-of-use asset of $365 and $345 for the years ended December 31, 2021 and 2020, respectively. The Company has an option to renew the lease for one additional five

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2021
Commitments and Contingencies
Commitments and Contingencies	Note 11. 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 December 31, 2021, there were no matters which would have a material impact on the Company’s financial results. The Company received a demand letter pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”) from a stockholder seeking disclosure of certain of the Company’s records. The Company responded to those demands, stating its belief that the demand letter failed to fully comply with the requirements of Section 220 of the DGCL. On June 15, 2021, the stockholder filed a complaint in Delaware Chancery Court seeking to compel inspection of books and records pursuant to Section 220 of the DGCL. Pursuant to a negotiated settlement agreement, the matter was dismissed with prejudice on August 10, 2021.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2021
Income Taxes
Income Taxes	Note 12. 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. The significant components of the Company’s net deferred tax assets at December 31, 2021 and 2020 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. ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ 2020 Deferred tax assets: ​ ​ ​ ​ ​ ​ Federal net operating losses ​ $ 29,157 ​ $ 8,547 State net operating losses ​ 8,213 ​ 2,411 Stock options ​ 7,461 ​ 3,998 Tax credits ​ ​ 7,102 ​ ​ 4,895 Capitalized R&D ​ 18,880 ​ 21,249 Accrued expense ​ ​ 1,026 ​ ​ 599 Depreciation ​ 17 ​ (11) Lease Accounting - liability ​ ​ 376 ​ ​ 440 Unrealized gain ​ ​ 3 ​ ​ — Valuation allowance ​ ​ (71,899) ​ ​ (41,721) Total deferred tax assets ​ ​ 336 ​ ​ 407 Deferred tax liabilities: ​ ​ ​ ​ Right-of-use assets ​ ​ (336) ​ ​ (407) Total deferred tax liabilities ​ ​ (336) ​ ​ (407) Net deferred tax asset (liability) ​ $ — ​ $ — ​ The income tax benefit for the year ended December 31, 2021 differed from the amounts computed by applying the U.S. federal income tax rate of 21 % to loss before tax benefit as a result of nondeductible expenses, tax credits generated and increases in the Company’s valuation allowance. ​ A reconciliation between the Company’s effective tax rate and the federal statutory rate for the years ended December 31, 2021 and 2020 are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ 2020 Federal statutory rate ​ 21.0 % ​ 21.0 % Stock based compensation ​ 0.1 % ​ 0.9 % Federal and state credits ​ 2.1 % ​ 3.7 % State taxes ​ 5.8 % ​ 6.8 % Other ​ (0.7) % ​ (0.2) % Valuation allowance ​ (28.3) % ​ (32.2) % ​ ​ — % ​ — % ​ At December 31, 2021, the Company had approximately $138,843 of gross federal and $138,614 of gross 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 of $136,197 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 $6,445 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 NOL's have not been subject to the 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, 2021, there were no uncertain positions. 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. The Company did not have any unrecognized tax benefits and has not accrued any interest or penalties for the 12 months ended December 31, 2021 and 2020.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Basis of Presentation	The Company’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”).
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. 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, 2021, and 2020, cash equivalents were comprised primarily 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.
Property and Equipment	Property and Equipment Property and equipment are recorded at cost and depreciated and amortized over the shorter of their remaining lease term or their estimated useful life on a straight-line basis as follows: Equipment Furniture Leasehold improvements Lesser of life of improvement or lease term Expenditures for maintenance and repairs which do not improve or extend the useful lives of respective assets are expensed as incurred. When assets are sold or retired, the related cost and accumulated depreciation are removed from their respective accounts and any resulting gain or loss is included within general and administrative expenses in net loss from operations in the statement of operations. The Company follows the guidance provided by FASB ASC Topic 360-10, Property, Plant, and Equipment
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 the long-term portion of 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 prepaid lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Renewal options were not included in our calculation of the related asset and liability. Lease expense for lease payments is recognized on a straight-line basis over the lease term.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, “ Compensation—Stock Compensation, 2017. The Company’s 2020 Incentive Award Plan (“2020 Plan”) became effective in May 2020. Following the effective date of the Company's 2020 Stock Plan, the Company ceased granting awards under the 2017 Plan, however the terms and conditions of the 2017 Plan continue to govern any outstanding awards granted thereunder. 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 using the accelerated attribution method. The estimated fair value of stock option awards was determined using the Black-Scholes option pricing model on the date of grant. Prior to the IPO, significant judgment and estimates were used to estimate the fair value of these awards prior to the IPO. Stock awards granted by the Company subsequent to the IPO are valued using market prices at the date of grant. ASC 718 requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. The Black-Scholes option-pricing model was used as its method of determining fair value. This model is affected by the Company’s stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to, the expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the award is recognized as an expense in the statement of operations over the requisite service period using the accelerated attribution method. The Company 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. 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. Such estimates are subject to change as additional information becomes available. 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 expensed as incurred as general and administrative costs as recoverability of such expenditures is uncertain.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company applies the provisions of ASC 820, “ Fair Value Measurements and Disclosures 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. As of December 31, 2021, and December 31, 2020, the Company had $232,968 and $213,119, respectively, in cash and U.S. government money market accounts (included in cash and cash equivalents) which was valued based on Level 1 inputs. There were no transfers between levels within the hierarchy during the year ended December 31, 2021 and December 31, 2020.
Earnings (Loss) per Share	Earnings (Loss) per Share Basic earnings (loss) per share (“EPS”) is calculated in accordance with ASC 260, “ Earnings Per Share ,” by dividing net income or loss attributable to common stockholders by the weighted average common stock outstanding. Diluted EPS is calculated by adjusting weighted average common shares outstanding for the dilutive effect of common stock options and warrants. In periods in which a net loss is recorded, no effect is given to potentially dilutive securities, since the effect would be antidilutive. Securities that could potentially dilute basic EPS in the future were not included in the computation of diluted EPS because to do so would have been antidilutive.
Segment Information	Segment Information The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions regarding resource allocation and assessing performance. To date, our chief operating decision maker has made such decisions and assessed performance at the company level as one segment.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12 , Income Taxes (Topic 740) In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Accounting Pronouncements effective in future periods In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and subsequent amendments to the initial guidance: ASU No. 2018-19, ASU No. 2019-04 and No. ASU 2019-05 (collectively, “Topic 326”) Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815) and Leases (Topic 842)

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2021
Summary of Significant Accounting Policies
Schedule of Property Plant and Equipment useful lives	Equipment Furniture Leasehold improvements Lesser of life of improvement or lease term

Transactions with BioXcel LLC (

Transactions with BioXcel LLC (Tables)	12 Months Ended
	Dec. 31, 2021
Transactions with BioXcel LLC
Schedule of service charges	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2021 ​ 2020 ​ ​ ​ ​ ​ ​ ​ Research and development $ 1,184 ​ $ 1,180 General and administrative ​ 218 ​ ​ 82 Total ​ $ 1,402 ​ $ 1,262

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	12 Months Ended
	Dec. 31, 2021
Earnings (Loss) Per Share
Schedule of earnings (loss) per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ December 31, ​ ​ 2021 2020 Net loss (numerator) ​ $ (106,931) ​ $ (82,169) Weighted average share, in thousands (denominator) ​ ​ 26,373 ​ ​ 21,683 Basic and diluted net loss per share ​ $ (4.05) ​ $ (3.79)

Property and Equipment, net (Ta

Property and Equipment, net (Tables)	12 Months Ended
	Dec. 31, 2021
Property and Equipment, net
Schedule of Property and Equipment, net	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, December 31, ​ 2021 2020 Computers and related equipment ​ $ 167 ​ $ 260 Furniture ​ ​ 572 ​ ​ 369 Leasehold improvements ​ ​ 1,133 ​ ​ 650 Work in process ​ ​ 24 ​ ​ 356 ​ ​ ​ 1,896 ​ ​ 1,635 Accumulated depreciation ​ ​ (602) ​ ​ (362) ​ ​ $ 1,294 ​ $ 1,273

Accrued Expenses (Tables)

Accrued Expenses (Tables)	12 Months Ended
	Dec. 31, 2021
Accrued Expenses
Schedule of accrued expenses	​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2021 December 31, 2020 ​ ​ ​ ​ ​ Research and development expenses ​ $ 5,762 ​ $ 3,264 Accrued compensation and benefits ​ ​ 3,968 ​ ​ 2,066 Accrued professional expenses ​ 1,324 ​ 1,288 Accrued taxes ​ ​ 302 ​ ​ 697 Other accrued expenses ​ 136 ​ 154 ​ ​ $ 11,492 ​ $ 7,469

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2021
Stock-Based Compensation
Schedule of Stock Option Activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number ​ Weighted Average ​ ​ of ​ Exercise ​ Shares Price per Share Outstanding as of January 1, 2021 3,798 ​ $ 16.15 Granted ​ 869 ​ $ 37.26 Forfeited ​ (364) ​ $ 43.04 Cancelled ​ (19) ​ $ 55.38 Exercised ​ (284) ​ $ 5.12 Outstanding as of December 31, 2021 ​ 4,000 ​ $ 18.89 ​ ​ ​ ​ ​ ​ Options vested and exercisable as of December 31, 2021 2,684 ​ $ 9.58
Schedule of Valuation Assumptions	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the ​ For the ​ ​ Year Ended ​ Year Ended ​ December 31, 2021 ​ December 31, 2020 Expected Term ​ ​ 5.50 years - 6.25 years ​ 5.50 years - 6.25 years Expected stock price volatility ​ ​ 95.00 % - 98.00 % ​ 79.02 % - 86.71 % Risk-free rate of interest ​ ​ 0.96 % - 1.37 % ​ 0.33 % - 2.34 % Expected dividend ​ ​ 0.0 % - 0.0 % ​ 0.0 % - 0.0 %

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2021
Leases
Summary of maturities of the operating lease liability	​ ​ ​ ​ ​ Year ending December 31, Amount 2022 ​ ​ 363 2023 ​ ​ 372 2024 ​ ​ 381 2025 ​ ​ 391 2026 ​ ​ 65 Thereafter ​ ​ - Total lease payments ​ ​ 1,572 Less imputed interest ​ ​ (174) Total lease liability ​ ​ 1,398 Less current portion of lease liability ​ ​ (293) Long-term portion operating lease liability ​ $ 1,105

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2021
Income Taxes
Schedule of net deferred tax assets	​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ 2020 Deferred tax assets: ​ ​ ​ ​ ​ ​ Federal net operating losses ​ $ 29,157 ​ $ 8,547 State net operating losses ​ 8,213 ​ 2,411 Stock options ​ 7,461 ​ 3,998 Tax credits ​ ​ 7,102 ​ ​ 4,895 Capitalized R&D ​ 18,880 ​ 21,249 Accrued expense ​ ​ 1,026 ​ ​ 599 Depreciation ​ 17 ​ (11) Lease Accounting - liability ​ ​ 376 ​ ​ 440 Unrealized gain ​ ​ 3 ​ ​ — Valuation allowance ​ ​ (71,899) ​ ​ (41,721) Total deferred tax assets ​ ​ 336 ​ ​ 407 Deferred tax liabilities: ​ ​ ​ ​ Right-of-use assets ​ ​ (336) ​ ​ (407) Total deferred tax liabilities ​ ​ (336) ​ ​ (407) Net deferred tax asset (liability) ​ $ — ​ $ —
Schedule of reconciliation between the effective tax rate and the federal statutory rate	​ ​ ​ ​ ​ ​ ​ ​ 2021 ​ 2020 Federal statutory rate ​ 21.0 % ​ 21.0 % Stock based compensation ​ 0.1 % ​ 0.9 % Federal and state credits ​ 2.1 % ​ 3.7 % State taxes ​ 5.8 % ​ 6.8 % Other ​ (0.7) % ​ (0.2) % Valuation allowance ​ (28.3) % ​ (32.2) % ​ ​ — % ​ — %

Nature of the Business (Details

Nature of the Business (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)item	Dec. 31, 2020USD ($)
Nature of the Business
Number of advanced program | item	2
Net loss	$ (106,931)	$ (82,169)
Accumulated deficit	$ (245,788)	$ (138,857)

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021USD ($)segment	Dec. 31, 2020USD ($)
Summary of Significant Accounting Policies
Number of segments | segment	1
Level 1
Summary of Significant Accounting Policies
Fair value money market accounts | $	$ 232,968	$ 213,119
Equipment | Minimum
Summary of Significant Accounting Policies
Useful life	3 years
Equipment | Maximum
Summary of Significant Accounting Policies
Useful life	5 years
Furniture
Summary of Significant Accounting Policies
Useful life	7 years

Financing Activities (Details)

Financing Activities (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	1 Months Ended				12 Months Ended
	Jun. 30, 2021	May 31, 2021	Jul. 31, 2020	Feb. 29, 2020	Dec. 31, 2021	Dec. 31, 2020
Subsidiary, Sale of Stock [Line Items]
Number of shares issued			4,000	2,300
Purchase price (in dollar per share)			$ 50	$ 32
Common stock, par value (in dollars per share)					$ 0.001	$ 0.001
Proceeds from issuance of common stock, net of issuance costs			$ 186,974	$ 68,811	$ 100,993	$ 255,785
Issuance costs paid			$ 13,026	4,789	3,542	17,815
Proceeds used to purchase shares cancelled				$ 9,024		$ 9,024
Shares repurchased (in shares)				300
Registered Offering
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	3,155
Purchase price (in dollar per share)	$ 31.70
Proceeds from issuance of common stock, net of issuance costs	$ 96,937
Issuance costs paid	$ 3,042
Jefferies Sale Agreement
Subsidiary, Sale of Stock [Line Items]
Number of shares issued	124
Common stock, par value (in dollars per share)		$ 0.001
Proceeds from issuance of common stock, net of issuance costs					4,056
Issuance costs paid					$ 500
Jefferies Sale Agreement | Maximum
Subsidiary, Sale of Stock [Line Items]
Proceeds from issuance of common stock, net of issuance costs		$ 100,000
Underwriting option
Subsidiary, Sale of Stock [Line Items]
Underwriters option exercisable period			30 days
Underwriter's shares available to purchase			600

Transactions with BioXcel LLC_2

Transactions with BioXcel LLC (Details) shares in Thousands, $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 29, 2020USD ($)shares	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)	Mar. 06, 2020USD ($)
Transactions with BioXcel
Due to related party		$ 204	$ 157
Proceeds used to purchase shares cancelled	$ 9,024		9,024
Shares repurchased (in shares) | shares	300
BioXcel LLC
Transactions with BioXcel
Service charges		1,402	1,262
Due to related party		204	157
BioXcel LLC | Development milestones
Transactions with BioXcel
Potential milestone payments				$ 10,000
BioXcel LLC | Sales milestones
Transactions with BioXcel
Potential milestone payments				$ 30,000
Maximum milestone (as as percent)				3
BioXcel LLC | Research and development expense
Transactions with BioXcel
Service charges		1,184	1,180
BioXcel LLC | General and administrative expense
Transactions with BioXcel
Service charges		$ 218	$ 82

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Earnings (Loss) Per Share
Net loss (numerator)	$ (106,931)	$ (82,169)
Basic (in shares)	26,373	21,683
Diluted (in shares)	26,373	21,683
Basic (in dollars per share)	$ (4.05)	$ (3.79)
Diluted (in dollars per share)	$ (4.05)	$ (3.79)
Potentially dilutive securities (in shares)	4,000	3,798

Property and Equipment, net (De

Property and Equipment, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Equipment
Property and equipment, gross	$ 1,896	$ 1,635
Accumulated depreciation	(602)	(362)
Property and equipment, net	1,294	1,273
Depreciation and amortization	297	188
Computers and related equipment
Equipment
Property and equipment, gross	167	260
Furniture
Equipment
Property and equipment, gross	572	369
Leasehold improvements
Equipment
Property and equipment, gross	1,133	650
Work in process
Equipment
Property and equipment, gross	$ 24	$ 356

Accrued Expenses (Details)

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Accrued Expenses
Research and development expenses	$ 5,762	$ 3,264
Accrued compensation and benefits	3,968	2,066
Accrued professional expenses	1,324	1,288
Accrued taxes	302	697
Other accrued expenses	136	154
Accrued expenses	11,492	$ 7,469
Current portion of operating lease liabilities	$ 293

Stock-Based Compensation - Desc

Stock-Based Compensation - Description (Details) - shares shares in Thousands	Jan. 01, 2022	Jan. 01, 2021	May 20, 2020	Dec. 31, 2021
2020 Incentive Award Plan
Stock-Based Compensation
Authorized shares			911
Available for grant (in shares)				648
Percentage of increase in common stock available for grant			4.00%
Increase in shares available for issuance	1,119	977
2020 Incentive Award Plan | Options
Stock-Based Compensation
Terms of award				10 years
Vesting period				4 years
2017 Equity Incentive Plan
Stock-Based Compensation
Available for grant (in shares)			233
2020 Employee Stock Purchase Plan
Stock-Based Compensation
Authorized shares			100	344
Percentage of increase in common stock available for grant			1.00%
Increase in shares available for issuance	156	244
Maximum number of shares issued or transferred under ESPP			500
Purchase price, as a percent of fair market value			85.00%
Shares issued under ESPP				0

Stock-Based Compensation - Stoc

Stock-Based Compensation - Stock Option Activity (Details) - Options - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Number of Shares
Outstanding, beginning balance (in shares)	3,798
Options granted (in shares)	869
Options forfeited (in shares)	(364)
Options Cancelled (in shares)	(19)
Options exercised (in shares)	(284)
Outstanding, ending balance (in shares)	4,000	3,798
Options vested and exercisable (in shares)	2,684
Weighted Average Exercise Price per Share
Outstanding, beginning balance (in dollars per shares)	$ 16.15
Options granted (in dollars per share)	37.26
Options forfeited (in dollars per shares)	43.04
Options Cancelled (in dollars per shares)	55.38
Options exercised (in dollars per shares)	5.12
Outstanding, end balance (in dollars per shares)	18.89	$ 16.15
Options vested and exercisable (in dollars per shares)	$ 9.58
Options
Intrinsic value, outstanding	$ 41,120
Intrinsic value, exercised	11,942	$ 11,629
Intrinsic value, exercisable	$ 39,794	$ 99,054
Weighted-average grant-date fair value of options granted (in dollars per share)	$ 28.81	$ 32.71
Weighted-average grant-date fair value of options vested (in dollars per share)	$ 7.05
Weighted average remaining contractual life, Outstanding (in years)	8 years 9 months 18 days
Weighted average remaining contractual life, exercisable	6 years 3 months 18 days

Stock-Based Compensation - Assu

Stock-Based Compensation - Assumptions (Details) - Options	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock-Based Compensation
Expected stock price volatility, minimum (as a percent)	95.00%	79.02%
Expected stock price volatility, maximum (as a percent)	98.00%	86.71%
Risk-free rate of interest, minimum (as a percent)	0.96%	0.33%
Risk-free rate of interest, maximum (as a percent)	1.37%	2.34%
Expected dividend yield (as a percent)	0.00%
Minimum
Stock-Based Compensation
Expected Term (years)	5 years 6 months	5 years 6 months
Expected dividend yield (as a percent)	0.00%	0.00%
Maximum
Stock-Based Compensation
Expected Term (years)	6 years 3 months	6 years 3 months
Expected dividend yield (as a percent)	0.00%	0.00%

Stock-Based Compensation - Expe

Stock-Based Compensation - Expense and ESPP (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Stock-Based Compensation
Share-based compensation costs recognized	$ 19,455	$ 14,611
Research and development expense
Stock-Based Compensation
Share-based compensation costs recognized	6,657	6,020
General and administrative expense
Stock-Based Compensation
Share-based compensation costs recognized	12,798	8,591
Options
Stock-Based Compensation
Share-based compensation costs recognized	19,455	$ 14,611
Remaining unamortized expense	$ 18,738
Remaining unamortized expense period	1 year 8 months 12 days

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	Dec. 31, 2021	Dec. 31, 2020
Maturities of the operating lease liability
2022	$ 363
2023	372
2024	381
2025	391
2026	65
Total lease payments	1,572
Less imputed interest	(174)
Total lease liability	1,398
Less current portion of lease liability	(293)
Long-term portion operating lease liability	$ 1,105	$ 1,398

Leases - Additional Information

Leases - Additional Information (Details) $ in Thousands	1 Months Ended	12 Months Ended
	Aug. 31, 2020item	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)
Leases
Current portion of operating lease liabilities		$ 293
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]		Other Liabilities, Current
Lease expense		$ 365	$ 345
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%

Income Taxes - Deferred Tax (De

Income Taxes - Deferred Tax (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Income Taxes
Income tax liabilities	$ 0
Federal net operating losses	29,157	$ 8,547
State net operating losses	8,213	2,411
Stock options	7,461	3,998
Tax credits	7,102	4,895
Capitalized R&D	18,880	21,249
Accrued expense	1,026	599
Depreciation, asset	17
Depreciation, liability		(11)
Lease Accounting - liability	376	440
Unrealized gain	3
Valuation allowance	(71,899)	(41,721)
Total deferred tax assets	336	407
Right-of-use assets	(336)	(407)
Total deferred tax liabilities	$ (336)	$ (407)

Income Taxes - Reconciliation (

Income Taxes - Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Reconciliation between effective tax rate and federal statutory rate, percent
Federal statutory rate (as a percent)	21.00%	21.00%
Stock based compensation (as a percent)	0.10%	0.90%
Federal and state credits (as a percent)	2.10%	3.70%
State Taxes (as a percent)	5.80%	6.80%
Other (as a percent)	(0.70%)	(0.20%)
Valuation allowance (as a percent)	(28.30%)	(32.20%)
Operating loss carryforward with no expiration	$ 136,197
Tax credit carry-forwards	6,445
Uncertain positions	0	$ 0
Income tax related interest and penalties	0	$ 0
Federal
Reconciliation between effective tax rate and federal statutory rate, percent
Net operating loss carry-forwards	138,843
State
Reconciliation between effective tax rate and federal statutory rate, percent
Net operating loss carry-forwards	$ 138,614