BioXcel Therapeutics sold assets to Teva

Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously disclosed, on August 27, 2026, BioXcel Therapeutics, Inc. (the " Company ") and its subsidiaries OnkosXcel Therapeutics,

LLC and OnkosXcel Employee Holdings, LLC (together with the Company, the " Debtors ") filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the " Bankruptcy Code ") in the United States Bankruptcy Court for the District of Delaware (the " Court "). The chapter 11 cases are being jointly administered under the caption In re BioXcel Therapeutics, Inc., et al. , Case No. 26-11360 (TMH).

As also previously disclosed, on August 27, 2026, the Debtors entered into an Asset Purchase Agreement (as amended, the " Purchase Agreement ") with Teva Pharmaceuticals International GmbH (" Teva ") and, solely for the limited purposes set forth therein, Teva

Pharmaceutical Industries Limited, pursuant to which Teva agreed to acquire substantially all of the Debtors' assets and assume certain specified liabilities of the Debtors, subject to higher or otherwise better offers and the approval of the Court.

Agreement and Sections 105(a), 363 and 365 of the Bankruptcy Code (the " Sale ").¹ A copy of the Sale Order is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.²

On October 26, 2026,

the Debtors completed the Sale, pursuant to which Teva acquired substantially all of the Debtors' neuroscience a

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

Termination of Officers

On October 30, 2026,³

in connection with the Sale and the wind-down of the Company's affairs, the board of directors of the Company (the " Board ") terminated Vimal Mehta, Ph.D., the Company's Chief Executive Officer and President, Richard Steinhart, the Company's Senior³

Vice President and Chief Financial Officer³, Frank Yocca, Ph.D., the Company's Senior Vice President and Chief Scientific Officer, and Javier Rodriguez, the Company's Senior Vice President, Chief Legal Officer and Corporate Secretary, from all offices of the Company and terminated their employment with the Company, in each case effective as of 5:00 p.m., Eastern Time, on October 31, 2026.³

Dr. Mehta will continue to serve as a member of the Board.^{4 4}Commencing November 1, 2026, Dr. Mehta will receive a fee of $5,000 per month for his service as a director⁴ until the earliest of his death, resignation, removal or other termination of his service as a director or the dissolution of the Company, consistent with the Company's Non-Employee Director Compensation Program.

Appointment of Officer

On October 30, 2026,⁵

the Board appointed Samir Saleem, the Company's Chief Restructuring Officer, as President and Secretary of the Company, effective as of 5:00 p.m., Eastern Time, on October 31, 2026⁵, in addition to his continuing service as Chief Restructuring Officer. Mr. Saleem will serve as the Company's principal executive officer.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On October 30, 2026,⁶

the Board authorized the Company to file a Certificate of Amendment (the " Certificate of Amendment ") to its Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware to change the Company's name from "BioXcel Therapeutics, Inc." to "BX Liquidation, Inc." (the " Name Change ").⁶

The Certificate of Amendment is expected to be filed in November in advance of the planned wind-down and liquidation of the Company. Pursuant to Section 242 of the General Corporation Law of the State of Delaware, stockholder approval of the Name Change was not required, and the Name Change does not affect the rights of the Company's stockholders.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.⁷