UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| ITEM 8.01 | Other Events. |
Intra-Cellular Therapies, Inc. (the “Company”) deeply regrets to announce that Richard Lerner, M.D., a member of the Company’s board of directors (the “Board”) and a member of the Board’s Audit Committee and Nominating and Governance Committee, passed away on December 2, 2021. Dr. Lerner joined the Board in 2013, and served on the board of directors of ITI, Inc., a wholly-owned subsidiary of the Company, since 2002. The Company is grateful for Dr. Lerner’s dedication and service to the Company. The Company’s management and Board extends its sincere condolences to Dr. Lerner’s family.
| ITEM 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 6, 2021, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that due to Dr. Lerner’s death, the Company is no longer in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Audit Committee to be comprised of a minimum of three independent directors. Pursuant to Nasdaq Listing Rule 5605(c)(4)(B), the Company is entitled to a cure period to regain compliance with Nasdaq Listing Rule 5605(c)(2)(A), which cure period will expire at the earlier of the Company’s 2022 annual meeting of stockholders (the “2022 Annual Meeting”) or December 2, 2022, or if the 2022 Annual Meeting is held before May 31, 2022, then the Company must evidence compliance no later than May 31, 2022. On December 7, 2021, Nasdaq issued a letter to the Company confirming the Company’s noncompliance with Nasdaq Listing Rule 5605 and informing the Company of the cure period. The Company intends to appoint an additional independent director to the Audit Committee prior to the end of the cure period.
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.
| INTRA-CELLULAR THERAPIES, INC. | ||
| By: | /s/ Lawrence J. Hineline | |
| Lawrence J. Hineline | ||
| Senior Vice President of Finance, Chief Financial Officer, Treasurer and Assistant Secretary | ||
Date: December 8, 2021