Current Report Filing (8-k)
March 10 2021 - 8:06AM
Edgar (US Regulatory)
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2021-03-08
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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): March 8, 2021
Intercept
Pharmaceuticals, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-35668
(Commission
File
Number)
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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:
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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ICPT
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Nasdaq
Global Select Market
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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. ¨
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Item 5.02(b).
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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On
March 8, 2021, Sandip Kapadia, the Chief Financial Officer of Intercept Pharmaceuticals, Inc. (the “Company”),
notified the Company of his decision to resign effective March 26, 2021, in order to pursue other opportunities.
Mr. Kapadia’s resignation was not the result of any disagreement
regarding any matter relating to the Company’s operations, policies, or practices.
Rocco Venezia, the Controller of the Company, will be appointed
Chief Accounting Officer, and will serve as acting Chief Financial Officer pending appointment of a permanent replacement.
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Item 7.01.
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Regulation FD Disclosure.
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On March 10, 2021, the Company issued a press release relating
to the matters described in Item 5.02 of this Current Report on Form 8-K. A copy of this press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached
hereto is being furnished to the Securities and Exchange Commission and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing,
except as expressly set forth by specific reference in such filing.
This Current Report on Form 8-K, and Exhibit 99.1 attached hereto,
contain forward-looking statements, including regarding 2021 financial guidance. These statements constitute forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. The words “anticipate,”
“believe,” “estimate,” “expect,” “intend,” “may,” “plan,”
“predict,” “project,” “target,” “potential,” “will,” “would,”
“could,” “should,” “possible,” “continue,” and similar expressions are intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report
on Form 8-K, and the Company undertakes no obligation to update any forward-looking statement except as required by law. These
forward-looking statements are based on estimates and assumptions by the Company’s management that, although believed to
be reasonable, are inherently uncertain and subject to a number of risks. Actual results may differ materially from historical
results or those anticipated or predicted by the Company’s forward-looking statements as a result of various important factors,
including, but not limited to, the impact of general economic, industry, market, regulatory or political conditions, and the other
risks and uncertainties identified in the Company’s periodic filings filed with the Securities and Exchange Commission, including
the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.
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Item 9.01.
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Financial Statements and Exhibits.
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(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.
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INTERCEPT PHARMACEUTICALS,
INC.
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By:
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/s/
Jerome Durso
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Name:
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Jerome Durso
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Title:
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President and Chief Executive Officer
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Date: March 10, 2021
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