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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 22, 2024

 

 

Intra-Cellular Therapies, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-36274

 

Delaware   36-4742850
(State or other jurisdiction
of incorporation)
  (IRS Employer
Identification No.)

430 East 29th Street

New York, New York 10016

(Address of principal executive offices, including zip code)

(646) 440-9333

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock   ITCI   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


ITEM 8.01

Other Events.

On April 22, 2024, Intra-Cellular Therapies, Inc. (the “Company”) closed its previously announced public offering (the “Public Offering”) of 6,849,316 shares of its common stock, par value $0.0001 per share (the “Common Stock”), at a public offering price of $73.00 per share (the “Public Offering Price”), pursuant to an underwriting agreement with J.P. Morgan Securities LLC, Leerink Partners LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”).

The Underwriters exercised their option in full to purchase an additional 1,027,397 shares of Common Stock at the Public Offering Price (the “Underwriters’ Option”) on the same day. The exercise closed on April 24, 2024. The net proceeds to the Company in the Public Offering, including the exercise of the Underwriters’ Option, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company, is approximately $543.0 million.

A copy of the press release issued by the Company announcing the closing of the Public Offering and the closing of the exercise of the Underwriters’ Option is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

 

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number
   Description
99.1    Press Release of Intra-Cellular Therapies, Inc., dated April 24, 2024.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

INTRA-CELLULAR THERAPIES, INC.
By:  

/s/ Lawrence J. Hineline

  Lawrence J. Hineline
  Senior Vice President of Finance, Chief
Financial Officer, Treasurer and Assistant
Secretary
Date: April 24, 2024

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-99.1

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