ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On April 20, 2022, the Board of Directors (the "Board") of Intra-Cellular Therapies, Inc. (the "Company") appointed E. Rene Salas to join the Board to serve as a Class I director until the 2023 Annual Meeting of Stockholders and until his successor has been duly elected and qualified, or until his earlier death, resignation, retirement or removal. The Board also appointed Mr. Salas to the Audit Committee of the Board.

E. Rene Salas, 60, has over 35 years of experience with accounting and advisory projects in the life sciences and technology industries. From 1987 to 2019, Mr. Salas worked at Ernst & Young LLP in a variety of roles, most recently as a senior client partner from 2010 to 2019. At Ernst & Young LLP, Mr. Salas also served in various leadership roles on diversity, equity and inclusion ("DEI") at the national and regional level, including the firm's national task force on DEI. From 2020 to 2022, he served as the Chief Financial Officer of Wellstat, LLC, an early-stage biopharmaceutical company. He currently serves on the board of directors for Embody, Inc., a privately-held medical device company focused on soft tissue healing. Mr. Salas received his a B.B.A. in accounting from the University of Texas at San Antonio. He has also completed executive education programs in strategic leadership for Ernst & Young partners at Harvard Business School and Northwestern University's Kellogg School. Mr. Salas is also a Certified Public Accountant. His qualifications to serve as a member of the Board include his many years of experience in the healthcare industry and his accounting and advisory expertise.

The Board has determined that Mr. Salas (i) is an "independent director" as defined in Section 5605(a)(2) of the Nasdaq Marketplace Rules, (ii) meets the requirements for audit committee service pursuant to Nasdaq Marketplace Rule 5605(c)(2)(A), and (iii) is an "audit committee financial expert," as defined in Item 407(d)(5)(ii) of Regulation S-K. There are no arrangements or understandings between Mr. Salas and any other person pursuant to which Mr. Salas was appointed as a director. There are no transactions to which the Company is a party and in which Mr. Salas has a material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Mr. Salas will be entitled to the standard compensation paid by the Company to all of its non-employee directors under the Company's Non-Employee Director Compensation Policy, as amended (the "Director Compensation Policy"), including an annual retainer of $45,000 for service on the Board and an annual retainer of $10,000 for service on the Audit Committee (pro-rated for the portion of the year in which he serves as a member of the Board and the Audit Committee). In accordance with the Director Compensation Policy, Mr. Salas was also automatically granted an initial non-qualified stock option to purchase 20,000 shares of the Company's common stock on the date of his appointment to the Board. The Director Compensation Policy is filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q, filed by the Company on August 9, 2021, and is incorporated herein by reference.

Mr. Salas has also entered into an indemnification agreement in the form the Company has entered into with its other non-employee directors, which form is filed as Exhibit 10.13 to the Company's Current Report on Form 8-K, filed by the Company on September 5, 2013, and is incorporated herein by reference.

On April 20, 2022, The Nasdaq Stock Market LLC ("Nasdaq") issued a letter to the Company indicating that, as a result of Mr. Salas' appointment, Nasdaq has determined that the Company has regained compliance with Nasdaq Marketplace Rule 5605(c)(2), which requires the Company's Audit Committee be comprised of three independent directors.

The Company issued a press release on April 21, 2022, announcing the appointment of Mr. Salas to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 9.01 Financial Statements and Exhibits.



(d)  Exhibits

Exhibit
Number       Description

99.1           Press Release dated April 21, 2022.

104          Cover Page Interactive Data file (embedded within the Inline XBRL
             document).

The press release may contain hypertext links to information on our website. The information on our website is not incorporated by reference into this Current Report on Form 8-K and does not constitute a part of this Form 8-K.

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