ITEM 2.02 Results of Operations and Financial Condition.

On January 3, 2022, Intra-Cellular Therapies, Inc. (the "Company") filed with the Securities and Exchange Commission a preliminary prospectus supplement to its effective shelf registration statement on Form S-3 (File No. 333-235817) (the "Preliminary Prospectus Supplement") pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), relating to a proposed public offering of shares of the Company's common stock. The Company included the following disclosure in the Preliminary Prospectus Supplement:

"While we have not finalized our financial results for the three months or the year ended December 31, 2021, we expect to report that, for the three months ended December 31, 2021, we had total revenues between approximately $22 million and $28 million, and as of December 31, 2021, we had cash, cash equivalents, investment securities and restricted cash of approximately $413 million. These amounts are preliminary, unaudited and may change, were prepared by management and are based on the most current information available to management, and are subject to completion by management of the financial statements as of and for the three months and the year ended December 31, 2021, or the 2021 financial statements, including completion of the review procedures, final adjustments and other developments that may arise between now and the time the financial results for this period are finalized, and completion of the audit of the 2021 financial statements. As a result, there can be no assurance that our total revenues for the three months ended December 31, 2021 or our cash, cash equivalents, investment securities and restricted cash as of December 31, 2021 will not differ from these estimates and any such change could be material. Additional information and disclosures are required for a more complete understanding of our financial position and results of operations as of and for the three months and the year ended December 31, 2021."

ITEM 8.01 Other Events.

On January 3, 2022, the Company issued a press release announcing it has commenced an underwritten public offering of $400 million of shares of its common stock, and its intention to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering. All of the shares in the offering will be sold by the Company. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

J.P. Morgan Securities LLC, SVB Leerink LLC, BofA Securities, Inc., Evercore Group L.L.C. and RBC Capital Markets, LLC are acting as joint book-running managers for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

In addition, the Preliminary Prospectus Supplement contains an updated summary description of the Company's business in the section entitled "Prospectus Supplement Summary," which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any offer, solicitation, or sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

ITEM 9.01 Financial Statements and Exhibits.



(d)  Exhibits



Exhibit
Number                                    Description

99.1           Press Release of Intra-Cellular Therapies, Inc., dated January 3,
             2022.

99.2           Prospectus Supplement Summary included in Intra-Cellular Therapies,
             Inc.'s Preliminary Prospectus Supplement dated January 3, 2022 to the
             Registration Statement on Form S-3 (File No. 333-235817).

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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