Current Report Filing (8-k)
February 23 2021 - 4:02PM
Edgar (US Regulatory)
0001270073
false
false
false
false
false
0001270073
2021-02-17
2021-02-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): February 17, 2021
Intercept
Pharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-35668
(Commission
File
Number)
|
22-3868459
(IRS
Employer
Identification
No.)
|
10
Hudson Yards, 37th Floor
New
York, NY 10001
(Address
of Principal Executive Offices and 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
Symbol(s)
|
|
Name
of each exchange on which registered
|
|
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 5.02(d).
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
|
On
February 17, 2021, the Board of Directors (the “Board”) of Intercept Pharmaceuticals, Inc. (the “Company”)
increased the size of the Board from eleven directors to twelve directors and appointed Dagmar Rosa-Bjorkeson to fill the newly
created directorship, effective April 1, 2021.
There were no arrangements or understandings between Ms. Rosa-Bjorkeson
and any other persons pursuant to which she was selected as a director, and there are no related person transactions within the
meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”) involving
Ms. Rosa-Bjorkeson and the Company required to be disclosed herein.
Ms. Rosa-Bjorkeson qualifies as an independent director under
the rules of the NASDAQ.
Ms. Rosa-Bjorkeson is being indemnified under the Company’s
standard director and executive officer indemnification agreement, a form of which is included as Exhibit 10.18 to the Company’s
Annual Report on Form 10-K dated February 25, 2020. Directors and officers of the Company are also indemnified under the Company’s
restated certificate of incorporation, as amended, and restated bylaws.
Additionally, pursuant to the Company’s Non-Employee Director
Compensation Policy, Ms. Rosa-Bjorkeson will be eligible to receive an annual cash retainer and a new director equity grant, in
each case as described under “Board of Directors and Governance—Director Compensation” in the Company’s
Definitive Proxy Statement on Schedule 14A filed with the SEC on April 29, 2020.
On February 23, 2021, the Company issued a press release announcing
the appointment of Ms. Rosa-Bjorkeson. A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated by reference herein.
|
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) Exhibits.
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.
|
|
INTERCEPT PHARMACEUTICALS, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/ Sandip Kapadia
|
|
|
|
Name:
|
Sandip Kapadia
|
|
|
|
Title:
|
Chief Financial Officer and Treasurer
|
Date: February 23, 2021
EXHIBIT INDEX
Intercept Pharmaceuticals (NASDAQ:ICPT)
Historical Stock Chart
From Mar 2024 to Apr 2024
Intercept Pharmaceuticals (NASDAQ:ICPT)
Historical Stock Chart
From Apr 2023 to Apr 2024
