SECURITIES AND EXCHANGE COMMISSION
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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.
|INTERCEPT PHARMACEUTICALS, INC.|
|By:||/s/ Andrew Saik|
|Title:||Chief Financial Officer|
Date: September 8, 2022