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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): September 29, 2020



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





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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b)    On September 29, 2020, Dr. Andrew Satlin notified Intra-Cellular Therapies, Inc. (the “Company”) that he would resign from his position as Chief Medical Officer of the Company effective as of October 28, 2020 in order to pursue a new opportunity. Dr. Satlin will assist with the transition of his responsibilities through October 28, 2020. Dr. Satlin’s resignation was not the result of any disagreement with the Company or its Board of Directors on any matter relating to the Company’s operations, policies or practices.


ITEM 8.01

Other Events.

On October 1, 2020, the Company announced its promotion of Suresh K. Durgam, M.D. to the position of Chief Medical Officer of the Company. Dr. Durgam has served as the Company’s Senior Vice President, Late Stage Clinical Development and Medical Affairs since joining the Company in August 2018.

A copy of the press release announcing Dr. Durgam’s promotion is attached hereto as Exhibit 99.1.


ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits




99.1    Press Release of Intra-Cellular Therapies, Inc., dated October 1, 2020.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


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

Senior Vice President of Finance, Chief

Financial Officer, Treasurer and Assistant


Date: October 1, 2020