UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 26, 2018
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Intercept Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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|
Delaware (State or Other Jurisdiction of Incorporation) |
001-35668 (Commission File Number) |
22-3868459 (IRS Employer Identification No.) |
10 Hudson Yards, 37th Floor
New York, NY 10001
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (646) 747-1000
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On March 26, 2018, Intercept Pharmaceuticals, Inc. (the “Company”) announced that the Supreme Court of the State of New York, County of New York, granted the defendants’ motion and dismissed with prejudice the derivative lawsuit purportedly brought on behalf of the Company, styled Solak v. Fundaro, et al. This lawsuit, which was filed by a putative stockholder of the Company on August 4, 2017, purported to assert derivative claims on behalf of the Company against the Company’s directors for breach of fiduciary duty, waste and unjust enrichment arising out of the Company’s non-executive director compensation practices. The ruling remains subject to appeal.
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.
| INTERCEPT PHARMACEUTICALS, INC. | ||
| By: | /s/ Ryan T. Sullivan | |
| Name: Ryan T. Sullivan | ||
| Title: General Counsel | ||
Date: March 26, 2018