QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
Title of each class |
Trading |
Name of each exchange | ||
☒ | Accelerated filer | ☐ | ||||
Non-accelerated filer |
☐ | Smaller reporting company | ||||
Emerging growth company |
1 |
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Item 1. |
1 |
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1 |
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2 |
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3 |
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4 |
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5 |
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6 |
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Item 2. |
23 |
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Item 3. |
34 |
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Item 4. |
34 |
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35 |
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Item 1. |
35 |
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Item 1A. |
35 |
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Item 2. |
35 |
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Item 3. |
35 |
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Item 4. |
35 |
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Item 5. |
35 |
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Item 6. |
36 |
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37 |
Item 1. |
FINANCIAL STATEMENTS |
June 30, 2021 |
December 31, 2020 |
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(Unaudited) |
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Assets |
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Current assets: |
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Cash and cash equivalents |
$ |
$ | ||||||
Investment securities, available-for-sale |
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Restricted cash |
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Accounts receivable, net of $ |
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Inventory |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Right of use assets, net |
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Other assets |
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Total assets |
$ |
$ | ||||||
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable |
$ |
$ | ||||||
Accrued and other current liabilities |
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Lease liabilities, short-term |
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Accrued employee benefits |
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Total current liabilities |
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Lease liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated defici t |
( |
) |
( |
) | ||||
Accumulated comprehensive income |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
$ |
$ | ||||||
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Three Months Ended June 30, |
Six Months Ended June 30, |
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2021 |
2020 | 2021 |
2020 | |||||||||||||
Revenues |
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Product sales, net |
$ |
$ | $ |
$ | ||||||||||||
Grant revenue |
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Total revenues |
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Operating expenses: |
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Cost of product sales |
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Research and development |
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Selling, general and administrative |
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Total operating expenses |
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Loss from operations |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Interest income |
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Loss before provision for income taxe s |
( |
) |
( |
) | ( |
) |
( |
) | ||||||||
Income tax expense |
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Net loss |
$ |
( |
) |
$ | ( |
) | $ |
( |
) |
$ | ( |
) | ||||
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Net loss per common share: |
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Basic & Diluted |
$ |
( |
) |
$ | ( |
) | $ |
( |
) |
$ | ( |
) | ||||
Weighted average number of common shares: |
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Basic & Diluted |
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 | 2021 |
2020 | |||||||||||||
Net los s |
$ |
( |
) |
$ | ( |
) | $ |
( |
) |
$ | ( |
) | ||||
Other comprehensive income: |
||||||||||||||||
Unrealized gain (loss) on investment securities |
( |
) |
( |
) |
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|
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Comprehensive loss |
$ |
( |
) |
$ | ( |
) | $ |
( |
) |
$ | ( |
) | ||||
|
|
|
|
|
|
|
|
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Comprehensive (Loss) Income |
Total Stockholders’ Equity |
||||||||||||||||||||
Shares |
Amount |
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Balance at March 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | |||||||||||||||
Common shares issued |
— | — | ||||||||||||||||||||||
Common shares issued receivable |
— | — | ( |
) | — | — | ( |
) | ||||||||||||||||
Exercise of stock options and issuances of restricted stock |
— | — | ||||||||||||||||||||||
Stock issued for services |
— | — | ||||||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive gain |
— | — | — | — | ||||||||||||||||||||
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Balance at June 30, 2020 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
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Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Comprehensive (Loss) Income |
Total Stockholders’ Equity |
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Shares |
Amount |
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Balance at December 31, 2019 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
Common shares issued |
— | — | ||||||||||||||||||||||
Common shares issued receivable |
— | — | ( |
) | — | — | ( |
) | ||||||||||||||||
Exercise of stock options and issuances of restricted stock |
— | — | ||||||||||||||||||||||
Stock issued for services |
— | — | ||||||||||||||||||||||
Share-based compensation |
— | — | — | — | ||||||||||||||||||||
Net loss |
— | — | — | ( |
) | — | ( |
) | ||||||||||||||||
Other comprehensive gain |
— | — | — | — | ||||||||||||||||||||
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Balance at June 30, 2020 |
$ | $ | $ | ( |
) | $ | $ | |||||||||||||||||
|
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|
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Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Comprehensive (Loss) Income |
Total Stockholders’ Equity |
||||||||||||||||||||
Shares |
Amount |
|||||||||||||||||||||||
Balance at March 31, 2021 |
$ |
$ |
$ |
( |
) |
$ |
$ |
|||||||||||||||||
Exercise of stock options and issuances of restricted stock |
— |
— |
||||||||||||||||||||||
Stock issued for services |
— |
— |
— |
|||||||||||||||||||||
Share-based compensation |
— |
— |
— |
— |
||||||||||||||||||||
Net loss |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||
Other comprehensive gai n |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||
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Balance at June 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
$ |
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Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Accumulated Comprehensive (Loss) Income |
Total Stockholders’ Equity |
||||||||||||||||||||
Shares |
Amount |
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Balance at December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
$ |
|||||||||||||||||
Exercise of stock options and issuances of restricted stock |
— |
— |
||||||||||||||||||||||
Stock issued for services |
— |
— |
— |
|||||||||||||||||||||
Share-based compensation |
— |
— |
— |
— |
||||||||||||||||||||
Net los s |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||
Other comprehensive gain |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||
|
|
|
|
|
|
|
|
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Balance at June 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
$ |
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|
Six Months Ended June 30, |
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2021 |
2020 | |||||||
Cash flows used in operating activities |
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Net loss |
$ |
( |
) |
$ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
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Share-based compensation |
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Stock issued for services |
||||||||
Amortization of premiums and discounts on investment securities, net |
( |
) |
( |
) | ||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
( |
) |
( |
) | ||||
Inventory |
( |
) |
( |
) | ||||
Prepaid expenses and other assets |
( |
) |
||||||
Long term deferred tax asset, net |
— |
|||||||
Accounts payable |
( |
) | ||||||
Accrued liabilities and othe r |
||||||||
Lease liabilities, net |
( |
) |
( |
) | ||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) |
( |
) | ||||
Cash flows provided by (used in) investing activities |
||||||||
Purchases of investments |
( |
) |
( |
) | ||||
Maturities of investments |
||||||||
Purchases of property and equipment |
( |
) |
( |
) | ||||
|
|
|
|
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Net cash provided by (used in) investing activities |
( |
) | ||||||
Cash flows provided by financing activities |
||||||||
Proceeds from exercise of stock options |
||||||||
Proceeds of public offering, net |
— |
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|
|
|
|
|||||
Net cash provided by financing activities |
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|
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Net increase in cash, cash equivalents, and restricted cash |
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Cash, cash equivalents, and restricted cash at beginning of period |
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|
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Cash, cash equivalents, and restricted cash at end of period |
$ |
$ | ||||||
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|
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Non-cash investing and financing activities |
||||||||
Right of use assets under operating leases |
$ |
$ |
|
|
|
| |||||
June 30, |
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2021 |
2020 |
|||||||
Cash and cash equivalents |
$ |
$ | ||||||
Restricted cash |
||||||||
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|
|
|
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Total cash, cash equivalents and restricted cash |
$ |
$ | ||||||
|
|
|
|
June 30, 2021 |
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Amortized Cost |
Unrealized Gains |
Unrealized (Losses) |
Estimated Fair Value |
|||||||||||||
(Unaudited) |
||||||||||||||||
U.S. Government Agency Securities |
$ | $ | $ | ( |
) | $ | ||||||||||
Certificates of Deposit |
— | — | ||||||||||||||
Commercial Paper |
( |
) | ||||||||||||||
Corporate Notes/Bonds |
( |
) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | $ | $ | ( |
) | $ | |||||||||||
|
|
|
|
|
|
|
|
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December 31, 2020 |
||||||||||||||||
Amortized Cost |
Unrealized Gains |
Unrealized (Losses) |
Estimated Fair Value |
|||||||||||||
U.S. Government Agency Securities |
$ | $ | $ | ( |
) | $ | ||||||||||
Certificates of Deposit |
— | — | ||||||||||||||
Commercial Paper |
( |
) | ||||||||||||||
Corporate Notes/Bonds |
( |
) | ||||||||||||||
|
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|
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$ | $ | $ | ( |
) | $ | |||||||||||
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• |
Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities. |
• |
Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data. |
• |
Level 3—Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity—e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security. |
Fair Value Measurements at Reporting Date Using |
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June 30, 2021 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Money Market Funds |
$ | $ | $ | — | $ | — | ||||||||||
U.S. Government Agency Securities |
— | — | ||||||||||||||
Certificates of Deposit |
— | — | ||||||||||||||
Commercial Paper |
— | — | ||||||||||||||
Corporate Notes/Bonds |
— | — | ||||||||||||||
|
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$ |
$ |
$ |
$ | |||||||||||||
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Fair Value Measurements at Reporting Date Using |
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December 31, 2020 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
|||||||||||||
Money Market Funds |
$ | $ | $ | — | $ | — | ||||||||||
U.S. Government Agency Securities |
— | — | ||||||||||||||
Certificates of Deposit |
— | — | ||||||||||||||
Commercial Paper |
— | — | ||||||||||||||
Corporate Notes/Bonds |
— | — | ||||||||||||||
|
|
|
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|
|||||||||
$ |
$ |
$ |
$ |
— |
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|
Three and Six Months Ended June 30, |
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2021 |
2020 |
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Stock options |
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RSUs |
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TSR RSUs |
June 30, 2021 |
December 31, 2020 |
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Raw materials |
$ |
$ |
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Work in process |
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Finished goods |
||||||||
$ |
$ |
|||||||
June 30, 2021 |
December 31, 2020 |
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Computer equipment |
$ |
$ | ||||||
Furniture and fixtures |
||||||||
Scientific equipment |
||||||||
Leasehold improvements |
||||||||
Less accumulated depreciatio n |
( |
) |
( |
) | ||||
$ |
$ | |||||||
June 30, 2021 |
December 31, 2020 |
|||||||
Accrued expenses |
$ | $ | ||||||
Sales allowances |
||||||||
Medicaid rebates |
||||||||
Total accrued expenses and other current liabilities |
$ | $ | ||||||
Six months ending December 31, 2021 |
$ | |||
Year ending December 31, 2022 |
||||
Year ending December 31, 2023 |
||||
Year ending December 31, 2024 |
||||
Year ending December 31, 2025 |
||||
Thereafter |
||||
Total |
||||
Less: Present value discount |
( |
) | ||
Total Lease liability |
||||
Less: Current portion |
( |
) | ||
Long-term lease liabilities |
$ | |||
Lease Assets and Liabilities – Fleet |
Classification |
June 30, 2021 |
December , 20203 1 |
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Assets |
||||||||||
Right of use assets, net |
Operating lease right of use assets | $ | $ | |||||||
|
|
|
|
|||||||
$ | $ | |||||||||
|
|
|
|
|||||||
Liabilities |
||||||||||
Current |
||||||||||
Lease liabilities, short-term |
Operating lease liabilities | $ | $ | |||||||
Non-Current |
||||||||||
Lease liabilities |
Non-current operating lease liabilities |
|||||||||
|
|
|
|
|||||||
Total lease liabilities |
$ | $ | ||||||||
|
|
|
|
|||||||
Weighted average remaining lease term |
||||||||||
Weighted average discount rate |
% | % |
Six months ending December 31, 2021 |
$ | |||
Year ending December 31, 2022 |
||||
Year ending December 31, 2023 |
||||
|
|
|
|
|
Thereafter |
||||
|
|
|||
Total |
||||
Less: Present value discount |
( |
) | ||
|
|
|||
|
|
|
|
|
Total operating lease liabilities |
||||
|
|
|||
Less: Current portion |
( |
) | ||
|
|
|||
Long-term lease liabilities |
$ | |||
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Inventoriable costs |
$ |
$ | $ |
$ | ||||||||||||
Research and development |
||||||||||||||||
General and administrative |
||||||||||||||||
Total share-based compensation expense |
$ |
$ | $ |
$ | ||||||||||||
2021 |
2020 | |||
Dividend yield |
||||
Expected volatility |
||||
Weighted-average risk-free interest rate |
||||
Expected term (in years) |
Number of Shares |
Weighted- Average Exercise Price |
Weighted- Average Contractual Life |
||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Options granted in 2021 |
||||||||||||
Options exercised in 2021 |
( |
) | ||||||||||
Outstanding at June 30, 2021 |
$ | |||||||||||
Vested and expected to vest at June 30, 2021 |
$ | |||||||||||
Exercisable at June 30, 2021 |
$ | |||||||||||
Number of Shares |
Weighted- Average Grant Date Fair Value Per Share |
Weighted- Average Contractual Life |
||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Time based RSUs vested in 2021 |
( |
) | $ | |||||||||
Time based RSUs cancelled in 2021 |
( |
) | $ | |||||||||
Outstanding at June 30, 2021 |
$ | |||||||||||
Vested and expected to vest at June 30, 2021 |
$ | |||||||||||
Exercisable at June 30, 2021 |
$ | |||||||||||
Number of Shares |
Weighted- Average Exercise Price |
Weighted- Average Contractual Life |
||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Options granted 2021 |
$ | |||||||||||
Options exercised 2021 |
( |
) | $ | |||||||||
Options canceled or expired 2021 |
( |
) | $ | |||||||||
Outstanding at June 30, 2021 |
$ | |||||||||||
Vested or expected to vest at June 30, 2021 |
$ | |||||||||||
Exercisable at June 30, 2021 |
$ | |||||||||||
Number of Shares |
Weighted-Average Grant Date Fair Value Per Share |
Weighted- Average Contractual Life |
||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Time based RSUs granted in 2021 |
$ | |||||||||||
Time based RSUs vested in 2021 |
( |
) | $ | |||||||||
Time based RSUs cancelled in 2021 |
( |
) | $ | |||||||||
Outstanding at June 30, 2021 |
$ | |||||||||||
Number of Shares |
Weighted-Average Grant Date Fair Value Per Share |
Weighted- Average Contractual Life |
||||||||||
Outstanding at December 31, 2020 |
$ | |||||||||||
Milestone RSUs and TSR RSUs granted in 2021 |
$ | |||||||||||
Milestone RSUs and TSR RSUs vested in 2021 |
$ | |||||||||||
Outstanding at June 30, 2021 |
$ | |||||||||||
Item 2. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
• | direct costs of formulating, manufacturing and packaging drug product; |
• | overhead costs consisting of labor, customs, share-based compensation, shipping, outside inventory management and other miscellaneous operating costs; and |
• | royalty payments on product sales. |
• | internal recurring costs, such as costs relating to labor and fringe benefits, materials, supplies, facilities and maintenance; and |
• | fees paid to external parties who provide us with contract services, such as pre-clinical testing, manufacturing and related testing, clinical trial activities and license milestone payments. |
• | salaries and related benefit costs of a dedicated sales force; |
• | sales operation costs; and |
• | marketing and promotion expenses. |
• | salaries and related benefit costs; |
• | patent, legal, and professional costs; and |
• | office and facilities overhead. |
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(Unaudited) |
(Unaudited) |
|||||||||||||||
Revenues |
||||||||||||||||
Product sales, net |
$ |
19,007 |
$ | 1,876 | $ |
34,586 |
$ | 2,758 | ||||||||
Grant revenue |
1,040 |
31 | 1,339 |
232 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenues, net |
20,047 |
1,907 | 35,925 |
2,990 |
For the Three Months Ended June 30, |
For the Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
(Unaudited) |
(Unaudited) |
|||||||||||||||
Expenses |
||||||||||||||||
Cost of product sales |
2,040 |
129 | 3,495 |
198 | ||||||||||||
Research and development |
17,297 |
25,205 | 32,355 |
41,208 | ||||||||||||
Selling, general and administrative |
69,851 |
41,446 | 122,435 |
75,542 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total costs and expenses |
89,188 |
66,780 | 158,285 |
116,948 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(69,141 |
) |
(64,873 | ) | (122,360 |
) |
(113,958 | ) | ||||||||
Interest income |
421 |
1,160 | 905 |
2,838 | ||||||||||||
Income tax expense |
(24 |
) |
— | (29 |
) |
(3 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ |
(68,744 |
) |
$ | (63,713 | ) | $ |
(121,484 |
) |
$ | (111,123 | ) | ||||
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 | 2021 |
2020 | |||||||||||||
External costs |
8,733 |
18,075 | 16,480 |
27,081 | ||||||||||||
Internal costs |
8,564 |
7,130 | 15,875 |
14,127 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total research and development expenses |
$ |
17,297 |
$ | 25,205 | $ |
32,355 |
$ | 41,208 | ||||||||
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
2021 |
2020 | 2021 |
2020 | |||||||||||||
Lumateperone costs |
8,757 |
18,998 | 17,282 |
26,043 | ||||||||||||
Manufacturing costs |
1,607 |
621 | 1,965 |
3,294 | ||||||||||||
Stock based compensation |
2,862 |
2,741 | 5,184 |
5,041 | ||||||||||||
Other projects and overhead |
4,071 |
2,845 | 7,924 |
6,830 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total research and development expenses |
$ |
17,297 |
$ | 25,205 | $ |
32,355 |
$ | 41,208 | ||||||||
|
|
|
|
|
|
|
|
• | completion of extensive pre-clinical laboratory tests, animal studies, and formulation studies in accordance with the FDA’s Good Laboratory Practice, or GLP, regulations; |
• | submission to the FDA of an Investigational New Drug application, or IND, for human clinical testing, which must become effective before human clinical trials may begin; |
• | performance of adequate and well-controlled human clinical trials to establish the safety and efficacy of the drug for each proposed indication; |
• | submission to the FDA of a New Drug Application, or NDA, after completion of all clinical trials; |
• | satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the active pharmaceutical ingredient, or API, and finished drug product are produced and tested to assess compliance with current Good Manufacturing Practices, or cGMPs; |
• | satisfactory completion of FDA inspections of clinical trial sites to assure that data supporting the safety and effectiveness of product candidates has been generated in compliance with Good Clinical Practices; and |
• | FDA review and approval of the NDA prior to any commercial marketing or sale of the drug in the United States. |
Item 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Item 4. |
CONTROLS AND PROCEDURES |
Item 1. |
LEGAL PROCEEDINGS |
Item 1A. |
RISK FACTORS |
Item 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
Item 3. |
DEFAULTS UPON SENIOR SECURITIES |
Item 4. |
MINE SAFETY DISCLOSURES |
Item 5. |
OTHER INFORMATION |
Item 6. |
EXHIBITS |
Exhibit Number |
Exhibit Description |
Filed Herewith |
Incorporated by Reference herein from Form or Schedule |
Filing Date |
SEC File/ Reg. Number |
|||||||||||||
3.1 | Restated Certificate of Incorporation of Registrant, as amended. | X | ||||||||||||||||
10.1 | Non-Employee Director Compensation Policy, as amended.* | X | ||||||||||||||||
31.1 | Certification of the Registrant’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||
31.2 | Certification of the Registrant’s Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||
32 | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | ||||||||||||||||
101 | The following materials from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 2021 (unaudited) and December 31, 2020 (audited), (ii) Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 2021 and 2020, (iii) Condensed Consolidated Statements of Comprehensive Loss (unaudited) for the three and six months ended June 30, 2021 and 2020, (iv) Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three and six months ended June 30, 2021 and 2020, (v) Condensed Consolidated Statements of Cash Flows (unaudited) for the three and six months ended June 30, 2021 and 2020, and (vi) Notes to Condensed Consolidated Financial Statements (unaudited). |
X | ||||||||||||||||
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | X |
* | Management contract or compensatory plan or arrangement |
INTRA-CELLULAR THERAPIES, INC. | ||||||
Date: August 9, 2021 | By: | /s/ Sharon Mates, Ph.D. | ||||
Sharon Mates, Ph.D. | ||||||
Chairman, President and Chief Executive Officer | ||||||
Date: August 9, 2021 | By: | /s/ Lawrence J. Hineline | ||||
Lawrence J. Hineline | ||||||
Senior Vice President of Finance and Chief Financial Officer |
Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
INTRA-CELLULAR THERAPIES, INC.
(Pursuant to Sections 242 and 245 of the
General Corporation Law of the State of Delaware)
Intra-Cellular Therapies, Inc., a corporation organized and existing under the laws of the State of Delaware (the Corporation), hereby certifies as follows:
The Certificate of Incorporation of the Corporation was filed with the Secretary of the State of Delaware on August 29, 2012 under the name Oneida Resources Corp. A Certificate of Ownership and Merger of the Corporation was filed on August 29, 2013, which changed the name of the Corporation to Intra-Cellular Therapies, Inc. This Restated Certificate of Incorporation restates, integrates and further amends the Corporations Certificate of Incorporation, as amended.
This Restated Certificate of Incorporation was duly adopted by written consent of the directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.
The text of the Corporations Certificate of Incorporation, as amended, is hereby further amended and restated to read in full as follows:
RESTATED CERTIFICATE OF INCORPORATION
OF
INTRA-CELLULAR THERAPIES, INC.
FIRST: The name of the corporation is Intra-Cellular Therapies, Inc. (the Corporation).
SECOND: The address of the registered office of the Corporation in the State of Delaware is 1811 Silverside Road, Wilmington, Delaware 19810, County of New Castle. The name of its registered agent at such address is Vcorp Services, LLC.
THIRD: The purpose of the Corporation is to engage in any lawful act or activity or carry on any business for which corporations may be organized under the Delaware General Corporation Law or any successor statute.
FOURTH:
A. Designation and Number of Shares.
The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 105,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.0001 per share (the Common Stock), and 5,000,000 shares of preferred stock, par value $0.0001 per share (the Preferred Stock).
The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock designation.
B. Preferred Stock
1. Shares of Preferred Stock may be issued in one or more series at such time or times and for such consideration as the Board of Directors of the Corporation (the Board of Directors) may determine.
2. Authority is hereby expressly granted to the Board of Directors to fix from time to time, by resolution or resolutions providing for the establishment and/or issuance of any series of Preferred Stock, the designation and number of the shares of such series and the powers, preferences and rights of such series, and the qualifications, limitations or restrictions thereof, to the fullest extent such authority may be conferred upon the Board of Directors under the Delaware General Corporation Law. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to the Preferred Stock of any other series to the extent permitted by law.
C. Common Stock.
1. Dividends. Dividends may be declared and paid on the Common Stock from funds lawfully available therefor if, as and when determined by the Board of Directors in their sole discretion, subject to provisions of law, any provision of this Restated Certificate of Incorporation, as amended from time to time, and subject to the relative rights and preferences of any shares of Preferred Stock authorized, issued and outstanding hereunder. The term Restated Certificate of Incorporation as used herein shall mean the Restated Certificate of Incorporation of the Corporation as amended from time to time.
2. Voting. The holders of the Common Stock are entitled to one vote for each share held; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation (including any certificate of designation relating to Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Restated Certificate of Incorporation (including any certificate of designation relating to Preferred Stock).
FIFTH: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Restated Certificate of Incorporation or the Bylaws of the Corporation as in effect from time to time, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
B. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
C. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and not by written consent.
D. Special meetings of the stockholders may only be called by the Board of Directors acting pursuant to a resolution adopted by a majority of the Whole Board. For the purposes of this Restated Certificate of Incorporation, the term Whole Board shall mean the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting.
SIXTH:
A. Subject to the rights of the holders of shares of any series of Preferred Stock then outstanding to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the Whole Board.
B. The directors, other than those who may be elected by the holders of shares of any series of Preferred Stock under specified circumstances, shall be divided into three classes, with the term of office of the first class to expire at the first annual meeting of stockholders following the initial classification of directors, the term of office of the second class to expire at the second annual meeting of stockholders following the initial classification of directors, and the term of office of the third class to expire at the third annual meeting of stockholders following the initial classification of directors. At each annual meeting of stockholders, directors elected to succeed those directors whose terms expire, other than directors elected by the holders of any series of Preferred Stock under specified circumstances, shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election and until their successors are duly elected and qualified. The Board of Directors is authorized to assign members of the Board already in office to such classes as it may determine at the time the classification of the Board of Directors pursuant to this Restated Certificate of Incorporation becomes effective.
C. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled only by a majority vote of the directors then in office even though less than a quorum, or by a sole remaining director, and not by stockholders, and directors so chosen shall serve for a term expiring at the annual meeting of stockholders at which the term of office of the class to which they have been chosen expires or until such directors successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
D. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.
E. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time only for cause and only by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote at an election of directors, voting together as a single class.
SEVENTH: The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of a majority of the Whole Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, that in addition to any vote of the holders of any class or series of stock of the Corporation required by law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of at least eighty percent (80%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required for the stockholders to adopt, amend or repeal any provision of the Bylaws of the Corporation.
EIGHTH:
A. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including, without limitation, as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or an officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, or trustee of another corporation, or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an Indemnitee), whether the basis of such proceeding is alleged action in an official capacity as a director, officer or trustee or in any other capacity while serving as a director, officer or trustee, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such Indemnitee in connection therewith; provided, however, that, except as provided in Paragraph C of this Article EIGHTH with respect to proceedings to enforce rights to indemnification or an advancement of expenses or as otherwise required by law, the Corporation shall not be required to indemnify or advance expenses to any such Indemnitee in connection with a proceeding (or part thereof) initiated by such Indemnitee unless such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
B. In addition to the right to indemnification conferred in Paragraph A of this Article EIGHTH, an Indemnitee shall also have the right to be paid by the Corporation the expenses (including attorneys fees) incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, an advancement of expenses incurred by an Indemnitee in his capacity as a director or officer (and not in any other capacity in which service was or is rendered by such Indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such Indemnitee is not entitled to be indemnified for such expenses under this Paragraph B or otherwise.
C. If a claim under Paragraph A or B of this Article EIGHTH is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Indemnitee shall also be entitled to be paid the expenses of prosecuting or defending such suit. In (i) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article EIGHTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in this Article EIGHTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporations Certificate of Incorporation as amended from time to time, the Corporations Bylaws, any agreement, any vote of stockholders or disinterested directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article EIGHTH with respect to the indemnification and advancement of expenses of directors and officers of the Corporation.
G. The rights conferred upon Indemnitees in this Article EIGHTH shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the Indemnitees heirs, executors and administrators. Any amendment, alteration or repeal of this Article EIGHTH that adversely affects any right of an Indemnitee or its successors shall be prospective only and shall not limit or eliminate any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to any such amendment, alteration or repeal.
H. If any word, clause, provision or provisions of this Article EIGHTH shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article EIGHTH (including, without limitation, each portion of any section of this Article EIGHTH containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent possible, the provisions of this Article EIGHTH (including, without limitation, each such portion of any section of this Article EIGHTH containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.
NINTH: No director shall be personally liable to the Corporation or its stockholders for any monetary damages for breaches of fiduciary duty as a director; provided that this provision shall not eliminate or limit the liability of a director, to the extent that such liability is imposed by applicable law, (i) for any breach of the directors duty of loyalty to the Corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) under Section 174 or successor provisions of the Delaware General Corporation Law; or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended. All references in this Article NINTH to a director shall also be deemed to refer to any such director acting in his or her capacity as a Continuing Director (as defined in Article ELEVENTH).
TENTH: The Corporation reserves the right to amend or repeal any provision contained in this Restated Certificate of Incorporation in the manner prescribed by the Delaware General Corporation Law and all rights conferred upon stockholders are granted subject to this reservation; provided that in addition to the vote of the holders of any class or series of stock of the Corporation required by law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of shares of voting stock of the Corporation representing at least eighty percent (80%) of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend, alter or repeal, or adopt any provision inconsistent with, Articles FIFTH, SIXTH, SEVENTH, EIGHTH, NINTH, this Article TENTH and Article ELEVENTH of this Restated Certificate of Incorporation.
ELEVENTH: The Board of Directors is expressly authorized to cause the Corporation to issue rights pursuant to Section 157 of the Delaware General Corporation Law and, in that connection, to enter into any agreements necessary or convenient for such issuance, and to enter into other agreements necessary and convenient to the conduct of the business of the Corporation. Any such agreement may include provisions limiting, in certain circumstances, the ability of the Board of Directors of the Corporation to redeem the securities issued pursuant thereto or to take other action thereunder or in connection therewith unless there is a specified number or percentage of Continuing Directors then in office. Pursuant to Section 141(a) of the Delaware General Corporation Law, the Continuing Directors shall have the power and authority to make all decisions and determinations, and exercise or perform such other acts, that any such agreement provides that such Continuing Directors shall make, exercise or perform. For purposes of this Article ELEVENTH and any such agreement, the term, Continuing Directors, shall mean (1) those directors who were members of the Board of Directors of the Corporation at the time the Corporation entered into such agreement and any director who subsequently becomes a member of the Board of Directors, if such directors nomination for election to the Board of Directors is recommended or approved by the majority vote of the Continuing Directors then in office or (2) such members of the Board of Directors designated in, or in the manner provided in, such agreement as Continuing Directors.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, this Restated Certificate of Incorporation, which restates and integrates and further amends the provisions of the Certificate of Incorporation, as amended, of this Corporation, and which has been duly adopted in accordance with Sections 228, 242 and 245 of the Delaware General Corporation Law, has been duly executed by its duly authorized Chairman, President and Chief Executive Officer this 7th day of November, 2013.
INTRA-CELLULAR THERAPIES, INC. | ||
By: | /s/ Sharon Mates, Ph.D. | |
Sharon Mates, Ph.D. | ||
Chairman, President and Chief Executive Officer |
STATE OF DELAWARE
CERTIFICATE OF CHANGE OF REGISTERED AGENT
AND/OR REGISTERED OFFICE
The corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. | The name of the corporation is Intra-Cellular Therapies, Inc. |
. |
2. | The Registered Office of the corporation in the State of Delaware is changed to Corporation Trust Center, 1209 Orange Street (street), in the City of Wilmington , County of New Castle Zip Code 19801 . The name of the Registered Agent at such address upon whom process against this Corporation may be served is THE CORPORATION TRUST COMPANY . |
3. | The foregoing change to the registered office/agent was adopted by a resolution of the Board of Directors of the corporation. |
By: | /s/ Lawrence J. Hineline | |
Authorized Officer | ||
Name: |
Assistant Secretary Lawrence J. Hineline | |
Print or Type |
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
INTRA-CELLULAR THERAPIES, INC.
It is hereby certified that:
1. The name of the corporation (hereinafter called the Corporation) is Intra-Cellular Therapies, Inc.
2. The Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 7, 2013 (the Restated Certificate).
3. The first paragraph of Section A of Article FOURTH of the Restated Certificate is deleted in its entirety and amended and restated in its entirety to read as follows:
The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 205,000,000 shares, consisting of 200,000,000 shares of common stock, par value $0.0001 per share (the Common Stock), and 5,000,000 shares of preferred stock, par value $0.0001 per share (the Preferred Stock).
4. The amendment of the Restated Certificate herein certified has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
[Remainder of Page Intentionally Left Blank]
Signed this 21st day of June, 2021.
/s/ Sharon Mates, Ph.D. | ||
Name: | Sharon Mates, Ph.D. | |
Title: | Chairman, President and Chief Executive Officer |
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION
OF
INTRA-CELLULAR THERAPIES, INC.
It is hereby certified that:
1. | The name of the corporation (hereinafter called the Corporation) is Intra-Cellular Therapies, Inc. |
2. | The Restated Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 7, 2013 (the Restated Certificate). Thereafter a Certificate of Amendment of the Restated Certificate of the Corporation was filed on June 21, 2021 (the Certificate of Amendment). |
3. | The Certificate of Amendment is hereby corrected. |
4. | The inaccuracy to be corrected in said instrument is as follows: |
Due to a scriveners error, the Certificate of Amendment had an incorrect total number of authorized shares of 205,000,000 and an incorrect number of authorized shares of common stock of 200,000,000, which should be 180,000,000 and 175,000,000, respectively.
The following first paragraph of Section A of Article FOURTH of the Restated Certificate, as amended by the Certificate of Amendment, is corrected to read as follows:
The total number of shares of all classes of stock which the Corporation shall have the authority to issue is 180,000,000 shares, consisting of 175,000,000 shares of common stock, par value $0.0001 per share (the Common Stock), and 5,000,000 shares of preferred stock, par value $0.0001 per share (the Preferred Stock).
Executed this 6th day of August, 2021.
/s/ Sharon Mates, Ph.D. | ||
Name: | Sharon Mates, Ph.D. | |
Title: | Chairman, President and Chief Executive Officer |
Exhibit 10.1
INTRA-CELLULAR THERAPIES, INC.
NON-EMPLOYEE DIRECTOR COMPENSATION POLICY
(adopted June 30, 2014; amended March 30, 2016, December 14, 2017, June 18, 2018, February 26, 2020 and June 21, 2021)
The Board of Directors of Intra-Cellular Therapies, Inc. (the Company) has approved the following Non-Employee Director Compensation Policy (this Policy), which establishes compensation to be paid to non-employee directors of the Company, to provide an inducement to obtain and retain the services of qualified persons to serve as members of the Companys Board of Directors.
Applicable Persons
This Policy shall apply to each director of the Company who is not an employee of, or compensated consultant to, the Company or any Affiliate (each, an Outside Director). Affiliate shall mean an entity which is a direct or indirect parent or subsidiary of the Company, as determined pursuant to Section 424 of the Internal Revenue Code of 1986, as amended.
Compensation
A. Equity Grants
1. Annual Stock Option Grants
Each Outside Director shall be granted, automatically and without any action on the part of the Board of Directors, under the Companys 2013 Equity Incentive Plan or any successor plan (the Equity Plan), a non-qualified stock option to purchase 20,000 shares of the Companys common stock, par value $0.0001 per share (Common Stock) each year on the date of the Companys annual meeting of stockholders; provided, however, that if there has been no annual meeting of stockholders held by the first business day of the third fiscal quarter, each Outside Director shall be granted, automatically and without any action on the part of the Board of Directors such annual stock option grant on the first business day of the third fiscal quarter of such year.
The foregoing annual stock option grants shall commence with the 2018 Annual Meeting of Stockholders.
2. Initial Stock Option Grants for Newly Appointed or Elected Directors
Each new Outside Director shall be granted, automatically and without any action on the part of the Board of Directors, under the Equity Plan, a non-qualified stock option to purchase 20,000 shares of Common Stock on the date that the Outside Director is first appointed or elected to the Board of Directors.
3. Terms of Equity Grants
All annual and initial stock option grants to Outside Directors under this Policy shall vest in one year on the anniversary of the date of grant, subject to the Outside Directors continued service on the Board of Directors, shall have a term of ten years, and shall have an exercise price equal to the fair market value of the Companys Common Stock as determined under the Equity Plan on the date of grant. The stock options shall become fully vested immediately prior to a Change of Control (as defined below).
Change of Control means the occurrence of any of the following events: (i) any Person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) becomes the Beneficial Owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Companys then outstanding voting securities (excluding for this purpose any such voting securities held by the Company or its affiliates or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions; or (ii)(a) a merger or consolidation of the Company whether or not approved by the Board of Directors, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) more than 50% of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation; or (b) the sale or disposition by the Company of all or substantially all of the Companys assets in a transaction requiring stockholder approval.
B. Cash Fees or Fully-Vested Stock or Fully Vested Stock Options in Lieu of Cash Fees
1. Annual Cash Fees
The following annual cash fees shall be paid to the Outside Directors serving on the Board of Directors and the Audit Committee, Compensation Committee and Nominating and Governance Committee, as applicable.
Board of Directors or Committee of Board of Directors |
Annual Retainer Amount for Chair (or Lead Independent Director, as applicable) |
Annual Retainer Amount for Other Members |
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Board of Directors |
$ | 65,000 | $ | 45,000 | ||||
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Audit Committee |
$ | 20,000 | $ | 10,000 | ||||
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Compensation Committee |
$ | 15,000 | $ | 8,000 | ||||
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Nominating and Governance Committee |
$ | 10,000 | $ | 5,000 | ||||
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2. Payment Terms for All Cash Fees
Cash fees payable to Outside Directors shall be paid quarterly in arrears as of the last business day of each fiscal quarter.
Following an Outside Directors first election or appointment to the Board of Directors, such Outside Director shall receive his or her cash compensation pro-rated during the first fiscal quarter in which he or she was initially appointed or elected for the number of days during which he or she provides service. If an Outside Director dies, resigns or is removed during any quarter, he or she shall be entitled to a cash payment on a pro-rated basis through his or her last day of service that shall be paid on the last business day of the fiscal quarter.
3. Election to Receive Fully-Vested Shares of Common Stock or Fully Vested Stock Options in Lieu of Annual Cash Fees
In lieu of all or a portion of the annual cash fees, an Outside Director may elect by prior written notice to the Company to receive fully-vested shares of Common Stock (a Stock Award) or fully-vested non-qualified stock options under the Equity Plan on the last business day of each fiscal quarter for the equivalent value of the cash fees due. Such grant shall be made automatically and without any action on the part of the Board of Directors under the Equity Plan. The number of shares with respect to a Stock Award shall be calculated by dividing the cash fees as determined above by the fair market value of the Common Stock as determined under the Equity Plan on the last business day of each fiscal quarter. Should the Outside Director elect to receive stock options, the number of shares underlying a stock option shall be calculated by determining the number of shares that is equivalent to the cash fees due as determined above using the Black Scholes value applicable to the Companys stock option grants calculated on the last business day of each fiscal quarter. Each stock option grant shall have a term of ten years, unless the Director ceases serving as a member of the Board of Directors and shall have an exercise price equal to the fair market value of the Companys Common Stock as determined under the Equity Plan on the date of grant.
Expenses
Upon presentation of documentation of such expenses reasonably satisfactory to the Company, each Outside Director shall be reimbursed for his or her reasonable out-of-pocket business expenses incurred in connection with attending meetings of the Board of Directors and Committees thereof or in connection with other business related to the Board of Directors. Each Outside Director shall abide by the Companys travel and other expense policies applicable to Company personnel.
Amendments
The Compensation Committee or the Board of Directors shall review this Policy from time to time to assess whether any amendments in the type and amount of compensation provided herein should be adjusted in order to fulfill the objectives of this Policy.
Exhibit 31.1
CERTIFICATIONS UNDER SECTION 302
I, Sharon Mates, Ph.D., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Intra-Cellular Therapies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 9, 2021
/s/ Sharon Mates, Ph.D. |
Sharon Mates, Ph.D. |
Chairman, President and Chief Executive Officer (principal executive officer) |
Exhibit 31.2
CERTIFICATIONS UNDER SECTION 302
I, Lawrence J. Hineline, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Intra-Cellular Therapies, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrants other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrants disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants board of directors (or persons performing the equivalent functions):
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrants ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrants internal control over financial reporting.
Date: August 9, 2021
/s/ Lawrence J. Hineline |
Lawrence J. Hineline |
Senior Vice President of Finance and Chief Financial Officer (principal financial officer) |
Exhibit 32
CERTIFICATIONS UNDER SECTION 906
Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Intra-Cellular Therapies, Inc., a Delaware corporation (the Company), does hereby certify, to such officers knowledge, that:
The Quarterly Report for the quarter ended June 30, 2021 (the Form 10-Q) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: August 9, 2021 | /s/ Sharon Mates, Ph.D. | |||||
Sharon Mates, Ph.D. | ||||||
Chairman, President and Chief Executive Officer | ||||||
(principal executive officer) | ||||||
Dated: August 9, 2021 | /s/ Lawrence J. Hineline | |||||
Lawrence J. Hineline | ||||||
Senior Vice President of Finance and Chief Financial Officer | ||||||
(principal financial officer) 3 |