SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Item 3.02 Unregistered Sales of Equity Securities.
On September 6, 2022, Intercept Pharmaceuticals, Inc. (the “Company”) closed its previously announced exchange of existing convertible senior secured notes due 2026 with a limited number of existing noteholders.
These noteholders are institutional “accredited investors” (within the meaning of Rule 501(a)(1), (2), (3) or (7) promulgated under the Securities Act of 1933, as amended (the “Securities Act”)) and/or “qualified institutional buyers” (as defined in Rule 144A under the Securities Act).
The Company exchanged approximately $44.5 million aggregate principal amount of existing notes for $22.7 million in cash and 1,653,130 shares of newly issued common stock, par value $0.001 per share (equivalent to $29.9 million at the Company’s closing stock price of $18.06 on September 1, 2022), for total consideration of $52.6 million.
The common stock was issued in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The Company relied on this exemption from registration based in part on representations made by the exchanging noteholders in their exchange agreements.
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.
|INTERCEPT PHARMACEUTICALS, INC.|
|By:||/s/ Andrew Saik|
|Title:||Chief Financial Officer|
Date: September 6, 2022