Form SCHEDULE 13G/A BioXcel Therapeutics, Filed by: Qatar Investment Authority
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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BioXcel Therapeutics, Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
(CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Qatar Investment Authority | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
QATAR
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
156,066.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The numbers in rows 5, 7 and 9 represent 142,051 shares of Common Stock held by Q Boost Holding LLC, the Reporting Person's wholly owned subsidiary (the "Subsidiary"), and 14,015 shares of Common Stock issuable to the Subsidiary upon exercise of the Issuer warrant held by the Subsidiary. The percentage of class in row 11 is calculated assuming 27,088,601 shares of Common Stock are outstanding based on (i) 27,074,586 shares of Common Stock outstanding as of March 26, 2026 as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 27, 2026 and (ii) 14,015 shares of Common Stock issuable to the Subsidiary upon exercise of the Issuer warrant held by the Subsidiary. The above numbers give effect to (i) a 1-for-16 reverse stock split of the Common Stock effective at 5:00 p.m. Eastern Time on February 7, 2025, and (ii) the cashless exercise by the Subsidiary on April 28, 2025 of an Issuer warrant to purchase 156,250 shares of Common Stock, resulting in the issuance of the 142,051 shares of Common Stock currently held by the Subsidiary after withholding 14,199 shares of Common Stock to satisfy the exercise price.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BioXcel Therapeutics, Inc. | |
| (b) | Address of issuer's principal executive offices:
555 LONG WHARF DRIVE, 555 LONG WHARF DRIVE, NEW HAVEN, CONNECTICUT, 06511 | |
| Item 2. | ||
| (a) | Name of person filing:
Qatar Investment Authority | |
| (b) | Address or principal business office or, if none, residence:
Ooredoo Tower (Building 14), Al Dafna Street (Street 801), Al Dafna (Zone 61), Doha, Qatar | |
| (c) | Citizenship:
Qatar | |
| (d) | Title of class of securities:
Common Stock, par value $0.001 | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
156,066.00 | |
| (b) | Percent of class:
0.58% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
156,066.00 | ||
| (ii) Shared power to vote or to direct the vote:
0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
156,066.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
This Schedule 13G is filed by Qatar Investment Authority on behalf of itself and the following wholly-owned subsidiary which holds the shares: Q Boost Holding LLC
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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