Washington, D.C. 20549



Form 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2017



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))



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 October 5, 2017, Intra-Cellular Therapies, Inc. (the “Company”) issued a press release (the “Closing Press Release”) announcing that the underwriters of its previously announced public offering of 9,677,419 shares of its common stock at a public offering price of $15.50 per share have exercised in full their option to purchase an additional 1,451,613 shares. The Company sold an aggregate of 11,129,032 shares of its common stock with net proceeds to the Company of approximately $162 million, after deducting underwriting discounts and commissions and estimated offering expenses. The closing of the sale of 9,677,419 shares was completed on October 2, 2017 and the closing of the sale of 1,451,613 shares pursuant to the full exercise by the underwriters of their option to purchase additional shares was completed on October 5, 2017.

The Company’s Closing Press Release 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






99.1    Press release dated October 5, 2017.


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.





/s/ Lawrence J. Hineline

  Lawrence J. Hineline

Vice President of Finance and Chief

Financial Officer

Date: October 5, 2017