As filed with the Securities and Exchange Commission on September 29, 2021

 

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

Intercept Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 22-3868459
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)  

 

10 Hudson Yards, 37th Floor, New York, NY 10001
(Address of Principal Executive Offices) (Zip Code)

 

Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan

(Full title of the plan)

 

Mary J. Grendell

Deputy General Counsel and Corporate Secretary

Intercept Pharmaceuticals, Inc.

10 Hudson Yards, 37th Floor

New York, NY 10001

  (646) 747-1000  

(Name and address of agent for service)

(Telephone number, including area code, of agent for service)

 

with copies to:

 

Graham Robinson and Timothy F. Nelson

Skadden, Arps, Slate, Meagher & Flom LLP

500 Boylston Street

Boston, MA 02116

(617) 573-4800

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer x Accelerated filer ¨
Non-accelerated filer ¨ Smaller reporting company ¨
  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 7(a)(2)(B) of the Securities Act. ☐

 

CALCULATION OF REGISTRATION FEE

 

Title of
securities to be
registered 		Amount to be
registered(1) 		Proposed
maximum
offering price
per share 		Proposed
maximum
aggregate
offering price 		Amount of
registration fee
Common Stock, par value $0.001 per share (“Common Stock”), reserved for future grant under the Registrant’s 2012 Equity Incentive Plan 1,473,063(2) $16.00225(3) $23,572,322.39(3) $2,571.74

 

(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2012 Equity Incentive Plan (the “Plan”) by reason of any stock split, stock dividend, combination, recapitalization or other similar transaction effected without receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s Common Stock.

 

(2) Represents (i) 1,211,533 additional shares issuable under the Plan by reason of the automatic increase provisions of the Plan and (ii) 261,530 shares underlying certain equity awards previously issued under the Plan that have been forfeited or cancelled.

 

(3) Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Registrant’s Common Stock on September 28, 2021, as reported on the Nasdaq Global Select Market.

 

 

 

 

EXPLANATORY NOTE

 

Intercept Pharmaceuticals, Inc. (the “Registrant”) is filing this Registration Statement on Form S-8 for the purpose of registering 1,473,063 shares of its Common Stock, par value $0.001 per share (“Common Stock”), issuable to eligible persons under the Registrant’s 2012 Equity Incentive Plan, which shares of Common Stock are in addition to the shares of Common Stock registered on the Registrant’s Registration Statements on Form S-8 filed with the Securities and Exchange Commission on November 7, 2012 (File No. 333-184810), April 22, 2013 (File No. 333-188064), August 7, 2015 (File No. 333-206247), May 10, 2017 (File No. 333-217863), July 27, 2018 (File No. 333-226405), August 13, 2019 (File No. 333-233248), and August 17, 2020 (File No. 333-248083), the contents of all of which are incorporated by reference into this Registration Statement on Form S-8 pursuant to General Instruction E to Form S-8.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 8. Exhibits.

 

        Incorporated herein by reference
Exhibit Number   Exhibit Description   Form†   Exhibit   Filing Date
4.1   Restated Certificate of Incorporation, as amended   Form 10-Q   3.1   August 10, 2020
4.2   Restated Bylaws   Form 10-Q   3.2   August 10, 2020
4.3   Form of Common Stock Certificate   Form S-8(1)   4.3   November 7, 2012
4.4   Indenture, dated as of July 6, 2016, between the Registrant and U.S. Bank National Association, as trustee   Form 8-K   4.1   July 6, 2016
4.5   First Supplemental Indenture (including the Form of Note), dated as of July 6, 2016, between the Registrant and U.S. Bank National Association, as trustee   Form 8-K   4.2   July 6, 2016
4.6   Second Supplemental Indenture (including the Form of Note), dated as of May 14, 2019, between the Registrant and U.S. Bank National Association, as trustee   Form 8-K   4.2   May 14, 2019
4.7   Securities Purchase Agreement, dated April 4, 2018, between the Registrant and the purchasers named therein   Form 8-K   10.1   April 10, 2018
4.8   Securities Purchase Agreement, dated May 8, 2019, between the Registrant and Samsara BioCapital, L.P.   Form 8-K   10.1   May 14, 2019
4.9   Indenture, dated as of August 17, 2021, between the Registrant and U.S. Bank National Association, as trustee   Form 8-K   4.1   August 23, 2021
4.10   First Supplemental Indenture (including the Form of Note), dated as of August 17, 2021, between the Registrant and U.S. Bank National Association, as trustee and as collateral agent   Form 8-K   4.2   August 23, 2021
4.11   Security Agreement, dated as of August 17, 2021, among the Registrant, the Guarantors that may from time to time be a party thereto and U.S. Bank National Association, as collateral agent   Form 8-K   10.1   August 23, 2021

 

 

 

 

4.12   Description of Securities of the Registrant   Form 10-K   4.11   February 25, 2021
5.1*   Opinion of Skadden, Arps, Slate, Meagher & Flom LLP            
23.1*   Consent of Independent Registered Public Accounting Firm            
23.2*   Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1 to this Registration Statement on Form S-8)            
24.1*   Power of Attorney (included in signature page of this Registration Statement on Form S-8)            
99.1   Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan   Form S-1/A(2)   10.2.1   September 27, 2012

 

 

* Filed herewith.

† Unless otherwise specified, the File No. is 001-35668.

(1) Registration Statement on Form S-8 filed by the Registrant, Registration No. 333-184810.

(2) Registration Statement on Form S-1 filed by the Registrant, Registration No. 333-183706.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on September 29, 2021.

 

  INTERCEPT PHARMACEUTICALS, INC.
   
  By: /s/ Jerome Durso
  Name: Jerome Durso
  Title: President and Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jerome Durso, Andrew Saik, Jared Freedberg, Rocco Venezia, and Mary J. Grendell, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her, and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing required or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature   Title   Date
         
/s/ Jerome Durso   President, Chief Executive Officer, and   September 29, 2021
Jerome Durso   Director (Principal Executive Officer)    
         
/s/ Andrew Saik   Chief Financial Officer   September 29, 2021
Andrew Saik   (Principal Financial Officer)    
         
/s/ Rocco Venezia   Chief Accounting Officer   September 29, 2021
Rocco Venezia   (Principal Accounting Officer)    
         
/s/ Paolo Fundarò   Chairman of the Board of Directors   September 29, 2021
Paolo Fundarò        

 

 

 

 

/s/ Srinivas Akkaraju, M.D., Ph.D.   Director   September 29, 2021
Srinivas Akkaraju, M.D., Ph.D.        
         
/s/ Luca Benatti, Ph.D.   Director   September 29, 2021
Luca Benatti, Ph.D.        
         
/s/ Daniel Bradbury   Director   September 29, 2021
Daniel Bradbury        
         
/s/ Keith Gottesdiener, M.D.   Director   September 29, 2021
Keith Gottesdiener, M.D.        
         
/s/ Nancy Miller-Rich   Director   September 29, 2021
Nancy Miller-Rich        
         
/s/ Mark Pruzanski, M.D.   Director   September 29, 2021
Mark Pruzanski, M.D.        
         
/s/ Dagmar Rosa-Bjorkeson   Director   September 29, 2021
Dagmar Rosa-Bjorkeson        
         
/s/ Gino Santini   Director   September 29, 2021
Gino Santini        
         
/s/ Glenn Sblendorio   Director   September 29, 2021
Glenn Sblendorio        

 

 

 

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