UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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:
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Name of each exchange on which registered | ||
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 1.01 | Entry into a Material Definitive Agreement. |
On December 24, 2021, Intra-Cellular Therapies, Inc. (the “Company”) entered into the Amendment (the “Amendment”) to the Supply Agreement dated as of January 4, 2017 (the “Supply Agreement”) by and between Siegfried Evionnaz SA (“Siegfried”) and ITI Limited, a wholly-owned subsidiary of the Company, to extend the current term of the Supply Agreement until January 4, 2023.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 10.1 | Amendment to Supply Agreement dated as of December 24, 2021 by and between Siegfried Evionnaz SA and ITI Limited | |
| 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: December 29, 2021
Exhibit 10.1
AMENDMENT
This Amendment (the Amendment) is made as of 24. December 2021 (the Amendment Effective Date) between
Siegfried Evionnaz SA
Route du Simplon 1, 36, 1902 Evionnaz, Switzerland
(Siegfried)
and, on the other hand
ITI Limited
Clarendon House, 2 Church Street, PO Box HM 666, Hamilton, HM CX, Bermuda
(ITI)
to the Supply Agreement between Siegfried and ITI dated January 4, 2017 (the Agreement)
The Parties hereby agree as follows:
| 1. | A new section 10.5 shall be added to the end of Section of the Agreement: |
“Notwithstanding the foregoing, after the expiry of the initial term set forth in Section 10.1 of the agreement, the Parties agree to mutually extend the term of this Agreement for an additional period of one (1) year. This Agreement shall therefore automatically expire on January 4, 2023 and shall not automatically be renewed.”
| 2. | All other terms and conditions of the Agreement shall remain unchanged and in full force and effect. |
| 3. | This Amendment shall be governed by and construed in accordance with the laws set forth in the Agreement and shall be signed electronically via DocuSign. |
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective authorized representatives, effective as of the Amendment Effective Date.
| Siegfried Evionnaz SA | ITI Limited | |||||||
| /s/ Signer Marcel | /s/ Allen Fienberg | |||||||
| Name: | Signer Marcel | Name: | Allen Fienberg | |||||
| Title: | Site Manager | Title: | VP Business Development | |||||
| Date: | December 24, 2021 | Date: | December 23, 2021 | |||||
| /s/ Luca Parlanti | /s/ Larry Hineline | |||||||
| Name: | Luca Parlanti | Name: | Larry Hineline | |||||
| Title: | Head of Exclusive Sales DS | Title: | CFO | |||||
| Date: | December 24, 2021 | Date: | December 23, 2021 | |||||
Document and Entity Information |
Dec. 24, 2021 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001567514 |
| Document Type | 8-K |
| Document Period End Date | Dec. 24, 2021 |
| Entity Registrant Name | Intra-Cellular Therapies, Inc. |
| Entity File Number | 001-36274 |
| Entity Incorporation State Country Code | DE |
| Entity Tax Identification Number | 36-4742850 |
| Entity Address, Address Line One | 430 East 29th Street |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10016 |
| City Area Code | (646) |
| Local Phone Number | 440-9333 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock |
| Trading Symbol | ITCI |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |