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Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): September 8, 2022


Intercept Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)


Delaware  001-35668  22-3868459
(State or other jurisdiction  (Commission  (IRS Employer
of incorporation)  File Number)  Identification No.)


305 Madison Avenue, Morristown, NJ 07960

(Address of principal executive offices) (Zip Code)


Registrant’s telephone number, including area code: (646) 747-1000


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 Trading
Name of each exchange on which
Common Stock, par value $0.001 per share ICPT 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 3.02 Unregistered Sales of Equity Securities.


On September 8, 2022, Intercept Pharmaceuticals, Inc. (the “Company”) closed its previously announced exchange of existing convertible senior secured notes due 2026 with an existing noteholder.


This noteholder is an institutional “accredited investor” (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 a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).


The Company exchanged $9.3 million principal amount of existing notes for approximately $5.2 million in cash and 318,000 shares of newly issued common stock, par value $0.001 per share (equivalent to $5.2 million at the Company’s closing stock price of $16.32 on September 6, 2022), for total consideration of $10.4 million.


The common stock was issued in a private placement 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 noteholder in its exchange agreement.







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.


  By: /s/ Andrew Saik
  Name: Andrew Saik
  Title: Chief Financial Officer


Date: September 8, 2022