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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