ITEM 1.01 Entry into a Material Definitive Agreement.
On
The Underwritten Shares and any Option Shares will be issued pursuant to the
Company's shelf registration statement on Form S-3 (Registration Statement
No. 333-235817) that was previously filed with the
A copy of the legal opinion and consent of
The Underwriting Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The Underwriting Agreement provides for indemnification by the Underwriters of the Company, its directors and certain of its executive officers, and by the Company of the Underwriters, for certain liabilities, including liabilities arising under the Securities Act of 1933, as amended, and affords certain rights of contribution with respect thereto. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, which is attached as Exhibit 1.1 hereto and incorporated by reference herein.
In connection with the offering, certain information relating to Part II, Item 14 of the Registration Statement under the heading "Other Expenses of Issuance and Distribution" is being filed with this Current Report on Form 8-K to be incorporated by reference into the Registration Statement.
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ITEM 8.01 Other Events.
On
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 1.1 Underwriting Agreement, datedJanuary 4, 2022 , by and among the Company,J.P. Morgan Securities LLC ,SVB Leerink LLC ,BofA Securities, Inc. ,Evercore Group L.L.C. andRBC Capital Markets, LLC , as representatives of the several underwriters named therein. 5.1 Opinion ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . 23.1 Consent ofMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C . (contained in Exhibit 5.1). 99.1 Information relating to Item 14 of the Registration Statement on Form S-3 (File No. 333-235817). 99.2 Press Release ofIntra-Cellular Therapies, Inc. , datedJanuary 4, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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