ITCI / Intra-Cellular Therapies, Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-36274 Intra-Cellular Therapies, Inc. (Exact name of registrant a

As filed with the Securities and Exchange Commission on April 2, 2025

S-8 POS As filed with the Securities and Exchange Commission on April 2, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 2, 2025

S-8 POS As filed with the Securities and Exchange Commission on April 2, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 2, 2025

As filed with the Securities and Exchange Commission on April 2, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 2, 2025

POSASR As filed with the Securities and Exchange Commission on April 2, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 2, 2025

S-8 POS As filed with the Securities and Exchange Commission on April 2, 2025 Registration No.

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2025 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Amended and Restated Certificate of Incorporation of Intra-Cellular Therapies, Inc.

Exhibit 3.1 Amended and Restated Certificate of Incorporation of Intra-Cellular Therapies, Inc. 1. The name of the corporation is: Intra-Cellular Therapies, Inc. (the “Corporation”). 2. The address of the registered office in the State of Delaware is: Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The name of the registered agent at such address is: Th

AMENDED AND RESTATED BY-LAWS INTRACELLULAR THERAPIES, INC. (THE CORPORATION) INCORPORATED UNDER THE LAWS OF THE STATE

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF INTRACELLULAR THERAPIES, INC. (THE CORPORATION) INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Contents Page ARTICLE I MEETINGS OF SHAREHOLDER(S) 1 1.1 Annual Meeting 1 1.2 Special Meetings 1 1.3 Notices of Meetings 1 1.4 Quorum 1 1.5 Majority Vote Required 2 1.6 Voting 2 1.7 Record Date 2 1.8 Action by Written Unanimous Consent 2 ARTICLE II BOARD

As filed with the Securities and Exchange Commission on April 2, 2025

S-8 POS As filed with the Securities and Exchange Commission on April 2, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 2, 2025

S-8 POS As filed with the Securities and Exchange Commission on April 2, 2025 Registration No.

As filed with the Securities and Exchange Commission on April 2, 2025

S-8 POS As filed with the Securities and Exchange Commission on April 2, 2025 Registration No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 27, 2025 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 18, 2025 Intra-Cellular The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 18, 2025 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Description of securities.

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Intra-Cellular Therapies, Inc. (the “Company” or “we”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.0001 per share. DESCRIPTION OF COMMON STOCK We are authorized to i

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) (1)(2) Three Months Ended December 31, Twelve Months Ended December 31, 2024 2023 2024 2023 Revenues Product

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FOURTH QUARTER AND FULL-YEAR 2024 FINANCIAL RESULTS Fourth quarter 2024 CAPLYTA net product sales grew to $199.2 million, representing a 51% increase over the same period in 2023 Full year 2024 CAPLYTA net product sales were $680.5 million, representing year-over-year growth of 47% The U.S. Food and Drug Administration (FDA) accepted for review the lum

Restated Certificate of Incorporation of the Registrant, as amended.

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 wa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2025 Intra-Cellular

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2025 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

Insider Trading Policy, as amended.*

Exhibit 19 INTRA-CELLULAR THERAPIES, INC. INSIDER TRADING POLICY (As amended, effective December 31, 2024) TABLE OF CONTENTS Page I.Purpose, Scope and Background 2 II.Responsibilities 2 III.What is Material Non-Public Information? 2 IV.The Consequences of Insider Trading 4 V.Our Policy 5 General Prohibition on Trading 5 Transactions by Family Members, Others in Your Household and Entities You Cont

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant  ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a

CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Intra-Cellular Therapies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation

Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Intra-Cellular Therapies, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Johnson & Johnson Strengthens Neuroscience Leadership with Acquisition of Intra-Cellular Therapies, Inc.

Exhibit 99.1 For immediate release Johnson & Johnson Strengthens Neuroscience Leadership with Acquisition of Intra-Cellular Therapies, Inc. Acquisition includes CAPLYTA® (lumateperone), the first and only U.S. FDA-approved treatment for bipolar I and II depression as an adjunctive and monotherapy; also approved for the treatment of schizophrenia in adults sNDA submitted to U.S. FDA for CAPLYTA® as

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Intra-Cellular Therapies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36274 36-4742850 (State or Other Jurisdiction of Incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒         Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐

Press Release, dated January 13, 2025.

Exhibit 99.1 For immediate release Johnson & Johnson Strengthens Neuroscience Leadership with Acquisition of Intra-Cellular Therapies, Inc. Acquisition includes CAPLYTA® (lumateperone), the first and only U.S. FDA-approved treatment for bipolar I and II depression as an adjunctive and monotherapy; also approved for the treatment of schizophrenia in adults sNDA submitted to U.S. FDA for CAPLYTA® as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Intra-Cellular T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Intra-Cellular Therapies, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-36274 36-4742850 (State or Other Jurisdiction of Incorporation) (Co

Agreement and Plan of Merger, dated as of January 10, 2025, by and among Johnson & Johnson, Fleming Merger Sub, Inc. and Intra-Cellular Therapies, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, FLEMING MERGER SUB, INC. and INTRA-CELLULAR THERAPIES, INC. Dated as of JANUARY 10, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 1 1.1 Certain Definitions 1 1.2 Additional Definitions 11 1.3 Certain Interpretations 12 ARTICLE II THE MERGER 13 2.1 The Merger 13 2.2 The Closing 13 2.3 The Effective Time 1

Agreement and Plan of Merger, dated as of January 10, 2025, by and among Johnson & Johnson, Fleming Merger Sub, Inc. and Intra-Cellular Therapies, Inc.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among JOHNSON & JOHNSON, FLEMING MERGER SUB, INC. and INTRA-CELLULAR THERAPIES, INC. Dated as of JANUARY 10, 2025 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS & INTERPRETATIONS 1 1.1 Certain Definitions 1 1.2 Additional Definitions 11 1.3 Certain Interpretations 12 ARTICLE II THE MERGER 13 2.1 The Merger 13 2.2 The Closing 13 2.3 The Effective Time 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2025 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdictio

Intra-Cellular Therapies Settles CAPLYTA

Exhibit 99.1 Intra-Cellular Therapies Settles CAPLYTA® (lumateperone) Patent Litigation with Sandoz BEDMINSTER, N.J., Jan. 10, 2025 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced that it has entered into a settlement agreement w

Intra-Cellular Therapies Submits Supplemental New Drug Application (sNDA) to FDA for CAPLYTA

Exhibit 99.1 Intra-Cellular Therapies Submits Supplemental New Drug Application (sNDA) to FDA for CAPLYTA® (lumateperone) for the Treatment of Major Depressive Disorder as Adjunctive Therapy • The sNDA submission is based on positive results from Studies 501 and 502 demonstrating CAPLYTA’s robust antidepressant efficacy and favorable safety and tolerability profile • CAPLYTA, if approved as an adj

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 3, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdicti

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdicti

Intra-Cellular Therapies Announces Positive Topline Results in Phase 3 Trial Evaluating CAPLYTA for the Prevention of Relapse in Patients with Schizophrenia

Exhibit 99.1 Intra-Cellular Therapies Announces Positive Topline Results in Phase 3 Trial Evaluating CAPLYTA for the Prevention of Relapse in Patients with Schizophrenia The efficacy and safety of CAPLYTA (lumateperone) as a maintenance treatment in adults with schizophrenia was demonstrated in a randomized withdrawal trial The study demonstrated a statistically significant (p=0.0002) longer time

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) (1) Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Revenues Product sal

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS THIRD QUARTER 2024 FINANCIAL RESULTS, PROVIDES CORPORATE UPDATE AND RAISES 2024 CAPLYTA SALES GUIDANCE CAPLYTA Q3 2024 net product sales were $175.2 million, compared to $125.8 million for the same period in 2023, representing a 39% increase CAPLYTA’s strong prescription uptake continues: Q3 2024 CAPLYTA total prescriptions increased 38%, versus the sa

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdicti

ase replacing the version included in each executive officer employment agreement.*

Exhibit 10.6 Schedule B RELEASE OF CLAIMS This Release of Claims (Release”) is made as of by and between (“the Executive”) and Intra-Cellular Therapies, Inc. (the “Company”) (together, the “Parties”). 1. In consideration for Executive’s execution of this Release, the Company will make a severance payment to Executive in the amount set forth in the Employment Agreement between the Executive and the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number

Form of Amended and Restated Employee Proprietary Information, Inventions, and Non-Competition Agreement of Intra-Cellular Therapies, Inc. with each executive officer*

Exhibit 10.7 INTRA-CELLULAR THERAPIES, INC. [AMENDED AND RESTATED] EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS, AND NON-COMPETITION AGREEMENT In consideration of my employment or continued employment by INTRA-CELLULAR THERAPIES, INC. (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows: 1.NONDISCLOSURE. 1.1Recognition of Company’s Rights; Nondisclosure. At

ITCI / Intra-Cellular Therapies, Inc. / JPMORGAN CHASE & CO - FILING INTRA-CELLULAR THERAPIES, INC. Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* INTRA-CELLULAR THERAPIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 46116X101 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

Offer Letter, dated as of August 2, 2024, by and between Intra-Cellular Therapies, Inc. and Sanjeev Narula*

Exhibit 10.1 Intra-Cellular Therapies, Inc. Alexandria Center for Life Science 430 East 29th Street, Suite 900 New York, NY 10016 Phone: 646-440-9333 August 2, 2024 Sanjeev Narula [***] [***] Re: Offer Letter Dear Sanjeev: ITI, Inc. (the “Company”), a wholly owned subsidiary of Intra-Cellular Therapies, Inc., is pleased to offer you the full-time position of Executive Vice President, Chief Financi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 2, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Employee Proprietary Information, Inventions, and Non-Competition Agreement, effective as of August 12, 2024, by and between Intra-Cellular Therapies, Inc. and Sanjeev Narula*

Exhibit 10.3 INTRA-CELLULAR THERAPIES, INC. EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS, AND NON-COMPETITION AGREEMENT In consideration of my employment or continued employment by INTRA-CELLULAR THERAPIES, INC. (the “Company”), and the compensation now and hereafter paid to me, I hereby agree as follows: 1. NONDISCLOSURE. 1.1 Recognition of Company’s Rights; Nondisclosure. At all times during my

Employment Agreement, effective as of August 12, 2024, by and between Intra-Cellular Therapies, Inc. and Sanjeev Narula*

Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), is effective as of the 12th day of August, 2024 (the “Effective Date”) between Sanjeev Narula (“Executive”) and Intra-Cellular Therapies, Inc. (the “Company”). 1. Title; Capacity. Subject to terms set forth herein, the Company agrees to employ Executive in the position of Executive Vice President, Chief Financial Office

Consulting Agreement, dated as of August 2, 2024, by and between Intra-Cellular Therapies, Inc. and Lawrence J. Hineline*

Exhibit 10.5 INTRA-CELLULAR THERAPIES, INC. CONSULTING AGREEMENT This Consulting Agreement (the “Agreement”) is made and entered into as of August 2, 2024, by and between Intra-Cellular Therapies, Inc. (“Intra-Cellular” or “Company”), a Delaware corporation located at 430 East 29th Street, New York, New York 10016, and Lawrence J. Hineline (“Consultant”), having a notice address as described below

INTRA-CELLULAR THERAPIES ANNOUNCES APPOINTMENT OF SANJEEV NARULA AS CHIEF FINANCIAL OFFICER

Exhibit 99.2 INTRA-CELLULAR THERAPIES ANNOUNCES APPOINTMENT OF SANJEEV NARULA AS CHIEF FINANCIAL OFFICER NEW YORK, August 7, 2024 /GLOBE NEWSWIRE/ — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced that Sanjeev Narula will join the Company on August

INTRA-CELLULAR THERAPIES REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS, PROVIDES CORPORATE UPDATE AND RAISES 2024 CAPLYTA SALES GUIDANCE

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS SECOND QUARTER 2024 FINANCIAL RESULTS, PROVIDES CORPORATE UPDATE AND RAISES 2024 CAPLYTA SALES GUIDANCE CAPLYTA Q2 2024 net product sales were $161.3 million, compared to $110.1 million for the same period in 2023, representing a 46% increase CAPLYTA’s strong prescription uptake continues: Q2 2024 CAPLYTA total prescriptions increased 36%, versus the s

Separation Agreement, dated as of August 2, 2024, by and between Intra-Cellular Therapies, Inc. and Lawrence J. Hineline*

Exhibit 10.4 Intra-Cellular Therapies, Inc. Alexandria Center for Life Science 430 East 29th Street, Suite 900 New York, NY 10016 Phone: 646-440-9333 August 2, 2024 Lawrence J. Hineline RE: TRANSITION FROM EMPLOYEE TO CONSULTANT IN CONNECTION WITH YOUR RETIREMENT Dear Larry, Thank you for your longstanding contributions to Intra-Cellular. This agreement sets forth the Separation Agreement (the “Ag

Form of Director Stock Option Agreement under the Amended and Restated 2018 Equity Incentive Plan (electronic version).*

Exhibit 99.3 Non-Employee Director Form – Electronic Version INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN OPTION AGREEMENT (NONSTATUTORY STOCK OPTION) Intra-Cellular Therapies, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (the “Plan”), has granted you an option to purchase the number of shares of Common Stock indicated in y

As filed with the Securities and Exchange Commission on June 25, 2024

As filed with the Securities and Exchange Commission on June 25, 2024 Registration No.

Form of Stock Option Agreement under the Amended and Restated 2018 Equity Incentive Plan.*

Exhibit 99.2 Standard Form INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN OPTION AGREEMENT Intra-Cellular Therapies, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (the “Plan”), has granted you an option to purchase the number of shares of Common Stock indicated in your [] account (the “Electronic Account”) at the exercise pric

Form of Director Restricted Stock Unit Agreement under the Amended and Restated 2018 Equity Plan (electronic version).*

Exhibit 99.6 Non-Employee Director Form – Electronic Version INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between you (the “Participant”) and Intra-Cellular Therapies, Inc. (the “Company”) as of the date of grant set forth in your [] account (such dat

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Intra-Cellular Therapies, Inc.

Form of Restricted Stock Unit Agreement under the Amended and Restated 2018 Equity Incentive Plan.*

Exhibit 99.5 Standard Form INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT This Restricted Stock Unit Award Agreement (this “Agreement”) is made by and between you (the “Participant”) and Intra-Cellular Therapies, Inc. (the “Company”) as of the date of grant set forth in your [] account (such date, the “Date of Grant”, and such a

Form of Director Restricted Stock Unit Agreement under the Amended and Restated 2018 Equity Plan.*

Exhibit 99.7 Non-Employee Director Form – Paper Version INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD GRANT NOTICE Intra-Cellular Therapies, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (the “Plan”), hereby grants to Participant the number of restricted stock units set forth below (the “RSUs”). Th

June 25, 2024

June 25, 2024 CONFIDENTIAL – VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.

Form of Director Stock Option Agreement under the Amended and Restated 2018 Equity Incentive Plan.*

Exhibit 99.4 Non-Employee Director Form – Paper Version INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN OPTION GRANT NOTICE Intra-Cellular Therapies, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of Common Stock set forth below (the “Option”)

Amended and Restated 2018 Equity Incentive Plan.*

Exhibit 10.1 Intra-Cellular Therapies, Inc. Amended and Restated 2018 Equity Incentive Plan Adopted by the Board of Directors: April 25, 2018 Approved by the Stockholders: June 18, 2018 Amended and Restated by the Board of Directors: April 6, 2020 Approved by the Stockholders: May 27, 2020 Amended and Restated by the Board of Directors: April 22, 2024 Approved by the Stockholders: June 14, 2024 Ef

Intra-Cellular Therapies Announces Positive Topline Results in Second Phase 3 Trial Evaluating Lumateperone as Adjunctive Therapy in Patients with Major Depressive Disorder

Exhibit 99.1 Intra-Cellular Therapies Announces Positive Topline Results in Second Phase 3 Trial Evaluating Lumateperone as Adjunctive Therapy in Patients with Major Depressive Disorder In Study 502, lumateperone 42 mg achieved statistically significant and clinically meaningful results in both the primary and the key secondary endpoints Lumateperone 42 mg met the primary endpoint of change from b

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 18, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 00

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) (1) Three Months Ended March 31, 2024 2023 Revenues Product sales, net $ 144,843 $ 94,731 Grant revenue 23 57

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FIRST QUARTER 2024 FINANCIAL RESULTS CAPLYTA Q1 2024 net product sales were $144.8 million, compared to $94.7 million for the same period in 2023, representing a 53% increase CAPLYTA’s strong prescription uptake continues: Q1 2024 CAPLYTA total prescriptions increased 39%, versus the same period in 2023 CAPLYTA 2024 net product sales guidance reiterate

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction of

Non-Employee Director Compensation Policy, as amended.*

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, June 21, 2021, May 5, 2022, April 27, 2023 and April 22, 2024) The Board of Directors of Intra-Cellular Therapies, Inc. (the “Company”) has approved the following Non-Employee Director Compensation Policy (this “P

Form of Performance-based Restricted Stock Unit Award Agreement under the Amended and Restated 2018 Equity Incentive Plan.*

Exhibit 10.2 Intra-Cellular Therapies, Inc. Amended and Restated 2018 Equity Incentive Plan Performance-Based Restricted Stock Unit Award Grant Notice 1. Name and Address of Participant: 2. Date of Grant of Award (“Date of Grant”): 3. Number of Target Award Shares/PSUs: 4. Number of Maximum Award Shares/PSUs: 5. Vesting of Award: Subject to Section 2 of the Performance-Based Restricted Stock Unit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 22, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Intra-Cellular Therapies Announces Closing of $575 Million Public Offering Including Full Exercise of Underwriters’ Option to Purchase Additional Shares

Exhibit 99.1 Intra-Cellular Therapies Announces Closing of $575 Million Public Offering Including Full Exercise of Underwriters’ Option to Purchase Additional Shares NEW YORK, April 24, 2024 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI) (“Intra-Cellular Therapies”), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous s

on Form S-3 (File No. 333-278726) that was

Exhibit 99.1 The registrant is filing this Exhibit 99.1 for the purpose of incorporating the information set forth herein by reference into the registration statement on Form S-3 (File No. 333-278726) that was filed by the registrant with the Securities and Exchange Commission on April 16, 2024 and became effective upon filing. The following table sets forth the estimated costs and expenses, other

Intra-Cellular Therapies Prices Public Offering of Common Stock

Exhibit 99.2 Intra-Cellular Therapies Prices Public Offering of Common Stock NEW YORK, April 17, 2024 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI) (“Intra-Cellular Therapies”), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced the pricing of its previously announced underwritt

Prospectus supplement (To prospectus dated April 16, 2024) 6,849,316 shares Common stock

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-278726 Prospectus supplement (To prospectus dated April 16, 2024) 6,849,316 shares Common stock We are offering 6,849,316 shares of our common stock. Our common stock is listed on The Nasdaq Global Select Market under the symbol “ITCI.” The last reported sale price of our common stock on The Nasdaq Global Select Market on Apri

Underwriting Agreement, dated April 17, 2024, by and among the Company, J.P. Morgan Securities LLC, Leerink Partners LLC, BofA Securities, Inc., Morgan Stanley & Co. LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 INTRA-CELLULAR THERAPIES, INC. 7,876,713 Shares of Common Stock (Including 1,027,397 Option Shares) Underwriting Agreement April 17, 2024 J.P. Morgan Securities LLC Leerink Partners LLC BofA Securities, Inc. Morgan Stanley & Co. LLC RBC Capital Markets, LLC As Representatives of the  several Underwriters listed  in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 Intra-Cellular The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 17, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

CALCULATION OF FILING FEE TABLE FORM 424(B)(5) (Form Type) Intra-Cellular Therapies, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation

Exhibit 107 CALCULATION OF FILING FEE TABLE FORM 424(B)(5) (Form Type) Intra-Cellular Therapies, Inc.

As filed with the Securities and Exchange Commission on April 16, 2024

Table of Contents As filed with the Securities and Exchange Commission on April 16, 2024 Registration No.

Intra-Cellular Therapies Announces Positive Phase 3 Topline Results from Study 501 Evaluating Lumateperone as Adjunctive Therapy in Patients with Major Depressive Disorder

Exhibit 99.1 Intra-Cellular Therapies Announces Positive Phase 3 Topline Results from Study 501 Evaluating Lumateperone as Adjunctive Therapy in Patients with Major Depressive Disorder Lumateperone 42 mg achieved statistically significant and clinically meaningful results in both the primary and the key secondary endpoints Lumateperone 42 mg met the primary endpoint of change from baseline at Week

Filing Fee Table.

Exhibit 107 CALCULATION OF REGISTRATION FEE Form S-3 (Form Type) Intra-Cellular Therapies, Inc.

Intra-Cellular Therapies Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Intra-Cellular Therapies Announces Proposed Public Offering of Common Stock NEW YORK, April 16, 2024 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI) (“Intra-Cellular Therapies”), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced that it has commenced an underwritten

Form of Subordinated Indenture.

Exhibit 4.11 INTRA-CELLULAR THERAPIES, INC. Issuer AND [     ] Trustee INDENTURE Dated as of [     ] Subordinated Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a). 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313

Subject to completion, dated April 16, 2024 Preliminary prospectus supplement (To prospectus dated April 16, 2024) Common stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-278726 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to b

Form of Senior Indenture.

Exhibit 4.10 INTRA-CELLULAR THERAPIES, INC. Issuer AND [     ] Trustee INDENTURE Dated as of [     ] Senior Debt Securities CROSS-REFERENCE TABLE (1) Section of Trust Indenture Act of 1939, as Amended Section of Indenture 310(a). 7.09 310(b). 7.08 7.10 310(c). Inapplicable 311(a). 7.13(a) 311(b). 7.13(b) 311(c). Inapplicable 312(a) 5.02(a) 312(b). 5.02(b) 312(c). 5.02(c) 313(a). 5.04(a) 313(b). 5.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 Intra-Cellular The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 16, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

1

Exhibit 99.2 Prospectus supplement summary Overview We are a biopharmaceutical company focused on the discovery, clinical development and commercialization of innovative, small molecule drugs that address underserved medical needs primarily in neuropsychiatric and neurological disorders by targeting intracellular signaling mechanisms within the central nervous system, or CNS. In December 2019, CAP

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 27, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

1

Exhibit 99.1 INTRA-CELLULAR THERAPIES ANNOUNCES EXECUTIVE APPOINTMENTS AND LEADERSHIP CHANGES NEW YORK, March 19, 2024 /GLOBE NEWSWIRE/ — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced the promotion of Michael Halstead, J.D. to the position of Pre

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 14, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) (1) Three Months Ended December 31, Twelve Months Ended December 31, 2023 2022 2023 2022 Revenues Product sal

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FOURTH QUARTER AND FULL-YEAR 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Full year 2023 total revenues of $464.4 million, compared to $250.3 million in 2022 Full year 2023 CAPLYTA net product sales were $462.2 million, representing year-over-year growth of 86%. CAPLYTA fourth quarter 2023 net product sales grew to $131.5 million, a 50% increas

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2024 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36

Description of securities.

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Intra-Cellular Therapies, Inc. (the “Company” or “we”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.0001 per share. DESCRIPTION OF COMMON STOCK We are authorized to i

Intra-Cellular Therapies, Inc. Clawback Policy. *

INTRA-CELLULAR THERAPIES, INC. CLAWBACK POLICY I.Introduction The Board of Directors (the “Board”) of Intra-Cellular Therapies, Inc., a Delaware corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation phil

ITCI / Intra-Cellular Therapies, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv01216-intracellulartherapi.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 7)* Name of issuer: Intra-Cellular Therapies Inc Title of Class of Securities: Common Stock CUSIP Number: 46116X101 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate b

ITCI / Intra-Cellular Therapies, Inc. / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

SC 13G/A 1 SEC13GFiling.htm SEC SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Intra-Cellular Therapies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46116X101 (CUSIP Number) December 29, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Intra-Cellular T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdicti

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) (1) Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Revenues Product sal

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS THIRD QUARTER 2023 FINANCIAL RESULTS AND RAISES 2023 CAPLYTA SALES GUIDANCE Q3 2023 total revenues increased to $126.2 million, compared to $71.9 million in the same period in 2022 CAPLYTA Q3 2023 net product sales were $125.8 million, compared to $71.9 million for the same period in 2022, representing a 75% increase CAPLYTA’s strong prescription uptak

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) (1) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Revenues Product sales, net $ 1

EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS SECOND QUARTER 2023 FINANCIAL RESULTS AND RAISES 2023 CAPLYTA SALES GUIDANCE Q2 2023 total revenues increased to $110.8 million, compared to $55.6 million in the same period in 2022 CAPLYTA Q2 2023 net product sales were $110.1 million, compared to $55.1 million for the same period in 2022, representing a 100% increase CAPLYTA’s strong prescrip

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Intra-Cellular The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 3, 2023 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2023 Intra-Cellular Ther

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2023 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Non-Employee Director Compensation Policy, as amended.*

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, June 21, 2021, May 5, 2022 and April 27, 2023) The Board of Directors of Intra-Cellular Therapies, Inc. (the “Company”) has approved the following Non-Employee Director Compensation Policy (this “Policy”), which establishes co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Intra-Cellular Therap

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2023 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction of

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) Three Months Ended March 31, 2023 2022 Revenues Product sales, net $ 94,731 $ 34,755 Grant revenue 575 241 To

EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FIRST QUARTER 2023 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Q1 2023 total revenues of $95.3 million, compared to $35.0 million in the same period in 2022 CAPLYTA Q1 2023 net product sales were $94.7 million, compared to $34.8 million for the same period in 2022, representing a 173% increase Q1 2023 CAPLYTA total prescriptions increased 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 00

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 28, 2023 Intra-Cellular The

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 28, 2023 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

p value

EX-99.1 Exhibit 99.1 Intra-Cellular Therapies Announces Positive Topline Results from Study 403 Evaluating Lumateperone as Monotherapy in Patients with Major Depressive Disorder with Mixed Features and Bipolar Depression with Mixed Features Lumateperone 42mg was statistically significant on the primary endpoint of symptom reduction on the Montgomery Asberg Depression Rating Scale (MADRS) for each

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO S ECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-3

Supply Agreement dated as of January 5, 2023 by and between Siegfried AG and the Registrant.**

EX-10.2 Exhibit 10.2 CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. January 5, 2023 SUPPLY AGREEMENT This Agreement is made as of January 5, 2023 (the Effective Date) between Siegfried AG Untere Bruehlstrasse 4, 4800 Zofingen, Switzerland (Siegfried) a

Amendment No. 1 to Master Services Agreement dated as of December 19, 2022 by and between ITI Limited and Lonza Ltd.

EX-10.3(2) Exhibit 10.3(2) CERTAIN INFORMATION IDENTIFIED BY “[***]” HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 to the Master Services Agreement dated 10 January 2017 between LONZA LTD and ITI LIMITED Confidential THIS AMENDMENT NO. 1 (“Amendment 1”) is entered into on the

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) Three Months Ended December 31, Twelve Months Ended December 31, 2022(1) 2021(1) 2022 (1) 2021 (1) Revenues P

EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FOURTH QUARTER AND FULL-YEAR 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Full year 2022 total revenues of $250.3 million, compared to $83.8 million in 2021 CAPLYTA fourth quarter 2022 net product sales grew to $87.4 million, a 243% increase over the same period in 2021 and a 22% sequential increase over the third quarter 2022 Full year

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 1, 2023 Intra-Cellular Ther

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 1, 2023 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Subsidiaries

EX-21.1 Exhibit 21.1 Subsidiaries ITI, Inc., a Delaware corporation

ITCI / Intra-Cellular Therapies Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 6)* Name of issuer: Intra-Cellular Therapies Inc. Title of Class of Securities: Common Stock CUSIP Number: 46116X101 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule i

ITCI / Intra-Cellular Therapies Inc / WELLINGTON MANAGEMENT GROUP LLP - SEC SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Intra-Cellular Therapies, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 46116X101 (CUSIP Number) December 30, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to whic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 Intra-Cellular Th

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdictio

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 19, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

UNITED STATES SECURITIES AND E XCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ☐ TRANSITION

Table of Contents UNITED STATES SECURITIES AND E XCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Intra-Cellular T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdicti

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Revenues Product sales,

EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS THIRD QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE CAPLYTA net product revenues for the third quarter 2022 were $71.9 million, compared to $21.6 million for the same period in 2021, representing a 233% increase over the same period in 2021 and a 30% increase over the second quarter 2022 Third quarter 2022 CAPLYTA total prescript

License Agreement dated as of May 31, 2005 by and between Bristol-Myers Squibb Company and Intra-Cellular Therapies, Inc.

Exhibit 10.1 Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed. LICENSE AGREEMENT between INTRA-CELLULAR THERAPIES, INC. and BRISTOL-MYERS SQUIBB COMPANY LICENSE AGREE

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands except share and per share amounts) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Revenues Product sales, net $ 55,07

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS SECOND QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Total revenues for the second quarter 2022 were $55.6 million, compared to $20.0 million for the same period in 2021, representing a 178% increase CAPLYTA net product revenues for the second quarter 2022 were $55.1 million, representing a 190% increase over the same period in 2021 and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction o

INTRA-CELLULAR THERAPIES REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FIRST QUARTER 2022 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE First quarter 2022 results reflect strong CAPLYTA? (lumateperone) launch in bipolar depression First quarter 2022 CAPLYTA new and total prescriptions increased 63% and 45%, respectively, versus the fourth quarter 2021 First quarter 2022 CAPLYTA new and total prescriptions increased 154%

Non-Employee Director Compensation Policy, as amended.*

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, June 21, 2021 and May 5, 2022) The Board of Directors of Intra-Cellular Therapies, Inc. (the ?Company?) has approved the following Non-Employee Director Compensation Policy (this ?Policy?), which establishes compe

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

Intra-Cellular Therapies Announces FDA Approval of New Dosage Strengths for CAPLYTA® (lumateperone) for Specific Patient Populations

Exhibit 99.1 Intra-Cellular Therapies Announces FDA Approval of New Dosage Strengths for CAPLYTA? (lumateperone) for Specific Patient Populations CAPLYTA label now includes dosage recommendations for specific patient populations; those with moderate or severe hepatic impairment and patients who are concomitantly taking moderate or strong CYP3A4 inhibitors. NEW YORK, April 25, 2022 (GLOBE NEWSWIRE)

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 25, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Intra-Cellular Therapies Announces Appointment of E. Rene Salas to Board of Directors

Exhibit 99.1 Intra-Cellular Therapies Announces Appointment of E. Rene Salas to Board of Directors NEW YORK, April 21, 2022 (GLOBE NEWSWIRE) ? Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced the appointment of E. Rene Salas to the Intra-Cellular Th

Description of securities.

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Intra-Cellular Therapies, Inc. (the ?Company? or ?we?) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.0001 per share. DESCRIPTION OF COMMON STOCK We are authorized to i

Employment Agreement effective as of September 12, 2018 by and between Suresh Durgam, M.D. and Intra-Cellular Therapies, Inc.*

Exhibit 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is effective this 12th day of September, 2018 (the ?Effective Date?) between Dr. Suresh Durgam (?Executive?) and Intra-Cellular Therapies, Inc. (the ?Company?). 1. Title; Capacity. Subject to terms set forth herein, the Company agrees to employ Executive in the position of Senior Vice President, Medical Affairs and Late

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended December 31, Year Ended December 31, 2021 2020 2021(1) 2020(1) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues Product sales, net $ 25,516,026

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FOURTH QUARTER AND FULL-YEAR 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Received FDA approval for CAPLYTA? (lumateperone) for the treatment of bipolar depression in adults. CAPLYTA is the first and only FDA-approved treatment for depressive episodes associated with bipolar I or II disorder (bipolar depression) in adults as monotherapy and as

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 1, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Employee Proprietary Information, Inventions, Inventions, and Non-Competition Agreement effective as of September 12, 2018 by and between Suresh Durgam, M.D. and Intra-Cellular Therapies, Inc.*

Exhibit 10.13 INTRA-CELLULAR THERAPIES, INC. EMPLOYEE PROPRIETARY INFORMATION, INVENTIONS, AND NON-COMPETITION AGREEMENT In consideration of my employment or continued employment by INTRA-CELLULAR THERAPIES, INC. (the ?Company?), and the compensation now and hereafter paid to me, I hereby agree as follows: 1. NONDISCLOSURE. 1.1 Recognition of Company?s Rights; Nondisclosure. At all times during my

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PUR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36

ITCI / Intra-Cellular Therapies Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 5)* Name of issuer: Intra-Cellular Therapies Inc. Title of Class of Securities: Common Stock CUSIP Number: 46116X101 Date of Event Which Requires Filing of this Statement: December 31, 2021 Check the appropriate box to designate the rule pursuant to which this Schedule i

Intra-Cellular Therapies Announces Closing of $460 Million Public Offering Including Full Exercise of Underwriters’ Option to Purchase Additional Shares

Exhibit 99.1 Intra-Cellular Therapies Announces Closing of $460 Million Public Offering Including Full Exercise of Underwriters? Option to Purchase Additional Shares NEW YORK, January 7, 2022 (GLOBE NEWSWIRE) ? Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 7, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdictio

Supply Agreement dated as of January 4, 2017 by and between Siegfried Evionnaz SA and ITI Limited

Exhibit 10.1 Execution Version SUPPLY AGREEMENT This Agreement is made as of January 4, 2017 (the Effective Date) between Siegfried Evionnaz SA Route du Simplon 1, 36, 1902 Evionnaz, Switzerland (Siegfried) and ITI Limited Clarendon House, 2 Church Street, PO Box HM 666, Hamilton, HM CX, Bermuda (ITI) Recitals A. ITI engages in the business of research, development and commercialization of pharmac

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdictio

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdictio

on Form S-3 (File No. 333-235817) that was

Exhibit 99.1 The registrant is filing this Exhibit 99.1 for the purpose of incorporating the information set forth herein by reference into the registration statement on Form S-3 (File No. 333-235817) that was filed by the registrant with the Securities and Exchange Commission on January 6, 2020 and became effective upon filing. The following table sets forth the estimated costs and expenses, othe

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.0001 pa

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-235817 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.0001 par value per share 10,952,381 $42.00 $460,000,002 $42,642.01 (1) Include

Underwriting Agreement, dated January 4, 2022, by and among the Company, J.P. Morgan Securities LLC, SVB Leerink LLC, BofA Securities, Inc., Evercore Group L.L.C. and RBC Capital Markets, LLC, as representatives of the several underwriters named therein.

EX-1.1 2 d283429dex11.htm EX-1.1 Exhibit 1.1 Execution Version INTRA-CELLULAR THERAPIES, INC. 10,952,381 Shares of Common Stock (Including 1,428,571 Option Shares) Underwriting Agreement January 4, 2022 J.P. Morgan Securities LLC SVB Leerink LLC BofA Securities, Inc. Evercore Group L.L.C. RBC Capital Markets, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. M

Intra-Cellular Therapies Prices Public Offering of Common Stock

Exhibit 99.2 Intra-Cellular Therapies Prices Public Offering of Common Stock NEW YORK, January 4, 2022 (GLOBE NEWSWIRE) ? Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced the pricing of its previously announced underwritten public offering of 9,523,

Intra-Cellular Therapies Announces Proposed Public Offering of Common Stock

Exhibit 99.1 Intra-Cellular Therapies Announces Proposed Public Offering of Common Stock NEW YORK, January 3, 2022 (GLOBE NEWSWIRE) ? Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced that it has commenced an underwritten public offering of $400 mill

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 3, 2022 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdictio

Prospectus supplement summary

EX-99.2 3 d236940dex992.htm EX-99.2 Exhibit 99.2 Prospectus supplement summary This summary highlights information contained elsewhere or incorporated by reference in this prospectus supplement and the accompanying prospectus. This summary does not contain all of the information that you should consider before deciding to invest in our common stock. You should read this entire prospectus supplemen

Subject to completion, dated January 3, 2022 Preliminary prospectus supplement (To prospectus dated January 6, 2020) Common stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-235817 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to b

Amendment to Supply Agreement dated as of December 24, 2021 by and between Siegfried Evionnaz SA and ITI Limited

Exhibit 10.1 AMENDMENT This Amendment (the Amendment) is made as of 24. December 2021 (the Amendment Effective Date) between Siegfried Evionnaz SA Route du Simplon 1, 36, 1902 Evionnaz, Switzerland (Siegfried) and, on the other hand ITI Limited Clarendon House, 2 Church Street, PO Box HM 666, Hamilton, HM CX, Bermuda (ITI) to the Supply Agreement between Siegfried and ITI dated January 4, 2017 (th

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 24, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 20, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

1

Exhibit 99.1 Intra-Cellular Therapies Announces U.S. FDA Approval of CAPLYTA? (lumateperone) for the Treatment of Bipolar Depression in Adults CAPLYTA is the only FDA-approved treatment for depressive episodes associated with bipolar I or II disorder (bipolar depression) in adults as monotherapy and as adjunctive therapy with lithium or valproate. NEW YORK, December 20, 2021 /GLOBE NEWSWIRE/ ? Int

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 2, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdicti

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Revenues Product sales, net $ 21,606,163 $ 7,368,594 $ 56,191,848 $ 10,126,999 Grant r

Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE CAPLYTA supplemental new drug applications (sNDAs) for the treatment of bipolar depression are under review by the FDA, with a PDUFA target action date of December 17, 2021. Bipolar depression launch preparations are progressing well; sales force expansion is substantially complete. Tot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdicti

Restated Certificate of Incorporation of the Registrant, as amended.

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 wa

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 9, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Revenues Product sales, net $ 19,006,780 $ 1,875,889 $ 34,585,685 $ 2,758,405 Grant revenue 1,039

EX-99.1 2 d182516dex991.htm EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE CAPLYTA supplemental new drug applications (sNDAs) for the treatment of bipolar depression are under review by the FDA, with a PDUFA target action date of December 17, 2021. Second quarter CAPLYTA total prescriptions (TRx) increased 22% versus the pr

Non-Employee Director Compensation Policy, as amended.*

EX-10.1 3 d177205dex101.htm EX-10.1 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”),

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 21, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on June 21, 2021

Exhibit 3.1 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?

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2021 2020 Revenues Product sales, net $ 15,578,905 $ 882,516 Grant revenue 299,424 200,963 Total revenues 15,878,329 1,083,479 Operating expen

EX-99.1 2 d740262dex991.htm EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FIRST QUARTER 2021 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE CAPLYTA supplemental new drug applications (sNDAs) for the treatment of bipolar depression in adults as both monotherapy and adjunctive treatment with lithium or valproate have been accepted for review by the FDA, with a PDUFA target action date of De

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction o

Intra-Cellular Therapies Announces FDA Acceptance of CAPLYTA

EX-99.1 2 d119600dex991.htm EX-99.1 Exhibit 99.1 Intra-Cellular Therapies Announces FDA Acceptance of CAPLYTA® (lumateperone) sNDAs for the Treatment of Bipolar Depression NEW YORK, May 3, 2021 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, tod

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction of

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

Schedule 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State

- PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi

Employment Agreement effective as of September 12, 2018 by and between Suresh Durgam, M.D. and Intra-Cellular Therapies, Inc.

Exhibit 10.9 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), is effective this 12th day of September, 2018 (the ?Effective Date?) between Dr. Suresh Durgam (?Executive?) and Intra-Cellular Therapies, Inc. (the ?Company?). 1. Title; Capacity. Subject to terms set forth herein, the Company agrees to employ Executive in the position of Senior Vice President, Medical Affairs and Late

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended December 31, Year Ended December 31, 2020 2019 2020(1) 2019(1) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenues Product sales, net $ 12,403,754

EX-99.1 2 d123201dex991.htm EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FOURTH QUARTER AND FULL-YEAR 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Successfully launched CAPLYTA® (lumateperone) in late March 2020 and demonstrated strong commercial execution in the midst of COVID-19. CAPLYTA achieved net product revenues of $12.4 million and $22.5 million for fourth quarter and full

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36

Intra-Cellular Therapies Applies for FDA Approval of CAPLYTA

EX-99.1 Exhibit 99.1 Intra-Cellular Therapies Applies for FDA Approval of CAPLYTA® (lumateperone) for the Treatment of Bipolar Depression • ITCI submits Supplemental New Drug Applications (sNDAs) for the treatment of depressive episodes associated with bipolar I or II disorder both as monotherapy and as adjunctive therapy in adults. • If approved, CAPLYTA has the potential to treat the broadest ra

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 22, 2021 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INTRA-CELLULAR THERAPIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) (CUSIP Numbe

SC 13G/A United States SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* INTRA-CELLULAR THERAPIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 46116X101 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing This Statement) Check the appropriate box to designate the rule pursuant

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)*

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Intra-Cellular Therapies Inc. Title of Class of Securities: Common Stock CUSIP Number: 46116X101 Date of Event Which Requires Filing of this Statement: December 31, 2020 Check the appropriate box to designate the rule pursuant to which this Schedule i

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenues Product sales, net $ 7,368,594 $ — $ 10,126,999 $ — Grant revenue — — 231,710

EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS THIRD QUARTER 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE Positive topline results reported from Study ‘402, a Phase 3 Study evaluating lumateperone as an adjunctive treatment to lithium or valproate in patients with bipolar depression. Company is preparing sNDA for the treatment of bipolar depression for submission to the FDA. Study ‘

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 9, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdicti

Master Services Agreement, effective as of January 10, 2017, by and between ITI Limited and Lonza Ltd.**

EX-10.1 Exhibit 10.1 [Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit have been omitted by means of marking such portions with asterisks as the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.] Master Services Agreement Manufacture of ITI-007 CONFIDENTIAL Manufacturing Services Agreemen

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Intra-Cellular Therapies Announces the Appointment of Dr. Suresh Durgam as Chief Medical Officer

EX-99.1 Exhibit 99.1 Intra-Cellular Therapies Announces the Appointment of Dr. Suresh Durgam as Chief Medical Officer NEW YORK, October 1, 2020 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq:ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced the promotion of Dr. Suresh Durgam to

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 29, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdic

CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.0001 pa

Table of Contents Filed pursuant to Rule 424(b)(5) Registration No. 333-235817 CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered Amount to be Registered(1) Proposed Maximum Offering Price per Unit Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee(2) Common Stock, $0.0001 par value per share 13,416,667 $ 30.00 $ 402,500,010 $ 52,244.51 (1) Incl

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdic

Underwriting Agreement, dated September 10, 2020, by and among the Company, J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, and SVB Leerink LLC, as representatives of the several underwriters named therein.

EX-1.1 Exhibit 1.1 EXECUTION VERSION INTRA-CELLULAR THERAPIES, INC. 13,416,667 Shares of Common Stock (Including 1,750,000 Option Shares) Underwriting Agreement September 10, 2020 J.P. Morgan Securities LLC Goldman Sachs & Co. LLC SVB Leerink LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o

Intra-Cellular Therapies Prices Public Offering of Common Stock

EX-99.2 Exhibit 99.2 Intra-Cellular Therapies Prices Public Offering of Common Stock NEW YORK, September 10, 2020 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company, today announced the pricing of its previously announced underwritten public offering of 11,666,667 shares of its common stock at a public offering price of $30.00 per share. All of the shares

on Form S-3 (File No. 333-235817) that was

EX-99.1 Exhibit 99.1 The registrant is filing this Exhibit 99.1 for the purpose of incorporating the information set forth herein by reference into the registration statement on Form S-3 (File No. 333-235817) that was filed by the registrant with the Securities and Exchange Commission on January 6, 2020 and became effective upon filing. The following table sets forth the estimated costs and expens

- 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 10, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdic

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdict

1

EX-99.2 Exhibit 99.2 Prospectus supplement summary Overview We are a biopharmaceutical company focused on the discovery, clinical development and commercialization of innovative, small molecule drugs that address underserved medical needs primarily in neuropsychiatric and neurological disorders by targeting intracellular signaling mechanisms within the central nervous system, or CNS. In December 2

Intra-Cellular Therapies Announces Positive Topline Results

EX-99.1 Exhibit 99.1 Intra-Cellular Therapies Announces Positive Topline Results from Study 402 Evaluating Lumateperone as Adjunctive Therapy in Patients with Bipolar Depression Lumateperone 42 mg achieved statistically significant results in primary and key secondary endpoints in Study 402. Company expects to submit supplemental new drug application (sNDA) to the U.S. Food and Drug Administration

Subject to completion, dated September 9, 2020 Preliminary prospectus supplement (To prospectus dated January 6, 2020) Common stock

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-235817 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has become effective. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offer

Intra-Cellular Therapies Announces Proposed Public Offering of Common Stock

EX-99.1 2 d831321dex991.htm EX-99.1 Exhibit 99.1 Intra-Cellular Therapies Announces Proposed Public Offering of Common Stock NEW YORK, September 9, 2020 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq:ITCI), a biopharmaceutical company, today announced that it has commenced an underwritten public offering of $350 million of shares of its common stock. In connection with the offering, Int

Form of Director Restricted Stock Unit Agreement under the Amended and Restated 2018 Equity Incentive Plan.*

EX-10.5 Exhibit 10.5 Restricted Stock Unit No. INTRA-CELLULAR THERAPIES, INC. Restricted Stock Unit Award Grant Notice Restricted Stock Unit Award Grant under the Company’s Amended and Restated 2018 Equity Incentive Plan 1.  Name and Address of Participant: 2.  Date of Grant of Restricted Stock Unit Award: 3.  Maximum Number of Shares underlying Restricted Stock Unit Award: 4.  Vesting Commencemen

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdictio

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Revenues Product sales, net $ 1,875,889 $ — $ 2,758,405 $ — Grant revenue 30,747 — 231,710 — Tota

EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS SECOND QUARTER 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE NEW YORK, August 10, 2020 /GLOBE NEWSWIRE/ — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced its financial results for the sec

Form of Director Stock Option Agreement under the Amended and Restated 2018 Equity Incentive Plan.*

EX-10.3 3 d911713dex103.htm EX-10.3 Exhibit 10.3 INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN OPTION GRANT NOTICE Intra-Cellular Therapies, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of Common Stock set forth below (the “Option”). The O

Form of Stock Option Agreement under the Amended and Restated 2018 Equity Incentive Plan.*

EX-10.2 Exhibit 10.2 INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN OPTION GRANT NOTICE Intra-Cellular Therapies, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of Common Stock set forth below (the “Option”). The Option is subject to all of t

Form of Restricted Stock Unit Agreement under the Amended and Restated 2018 Equity Incentive Plan.*

EX-10.4 4 d911713dex104.htm EX-10.4 Exhibit 10.4 Restricted Stock Unit No. INTRA-CELLULAR THERAPIES, INC. Restricted Stock Unit Award Grant Notice Restricted Stock Unit Award Grant under the Company’s Amended and Restated 2018 Equity Incentive Plan 1.  Name and Address of Participant: 2.  Date of Grant of Restricted Stock Unit Award: 3.  Maximum Number of Shares underlying Restricted Stock Unit Aw

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

- S-8

S-8 As filed with the Securities and Exchange Commission on August 10, 2020 Registration No.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 29, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Intra-Cellular Therapies Announces Positive

EX-99.1 Exhibit 99.1 Intra-Cellular Therapies Announces Positive Top-line Results from ITI-214 Phase I/II Study in Patients with Heart Failure - Study demonstrated inhibiting phosphodiesterase-1 with ITI-214 in patients with heart failure improved cardiac function by enhancing cardiac contractility and dilating systemic arteries without inducing abnormal heart rhythms. NEW YORK, June 29, 2020 (GLO

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction o

Amended and Restated 2018 Equity Incentive Plan.*

EX-10.1 2 d935875dex101.htm EX-10.1 Exhibit 10.1 INTRA-CELLULAR THERAPIES, INC. AMENDED AND RESTATED 2018 EQUITY INCENTIVE PLAN ADOPTED BY THE BOARD OF DIRECTORS: APRIL 25, 2018 APPROVED BY THE STOCKHOLDERS: JUNE 18, 2018 AMENDED AND RESTATED BY THE BOARD OF DIRECTORS: APRIL 6, 2020 APPROVED BY THE STOCKHOLDERS: MAY 27, 2020 EFFECTIVE DATE: JUNE 18, 2018 1. GENERAL. (a) Successor to and Continuati

- DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended March 31, 2020 2019 Revenues Product sales, net $ 882,516 $ — Grant revenue 200,963 — Total revenues 1,083,479 — Operating expenses: Cost of product sal

EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FIRST QUARTER 2020 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE NEW YORK, May 7, 2020 /GLOBE NEWSWIRE/ — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced its financial results for the first qu

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction of

Schedule 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

ITCI / Intra-Cellular Therapies Inc. DEFA14A - - DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Pro

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 23, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Intra-Cellular Therapies Announces Availability of CAPLYTA

Exhibit 99.1 Intra-Cellular Therapies Announces Availability of CAPLYTA™ (lumateperone) for Adult Patients with Schizophrenia NEW YORK, March 23, 2020 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced that CAPLYTA (lumateperone) is

INTRA-CELLULAR THERAPIES, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended December 31, Year Ended December 31, 2019 2018 2019(1) 2018(1) (Unaudited) (Unaudited) (Unaudited) (Audited) Revenues $ 60,613 $ — $ 60,613 $ — Costs an

EX-99.1 Exhibit 99.1 INTRA-CELLULAR THERAPIES REPORTS FOURTH QUARTER AND FULL-YEAR 2019 FINANCIAL RESULTS AND PROVIDES CORPORATE UPDATE NEW YORK, March 2, 2020 /GLOBE NEWSWIRE/ — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company focused on the development and commercialization of therapeutics for central nervous system (CNS) disorders, today announced its financial results

Non-Employee Director Compensation Policy, as amended.*

EX-10.28 Exhibit 10.28 INTRA-CELLULAR THERAPIES, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (adopted June 30, 2014; amended March 30, 2016, December 14, 2017, June 18, 2018 and February 26, 2020) 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

Intra-Cellular Therapies, Inc. 2019 Inducement Award Plan.*

EX-10.32 Exhibit 10.32 INTRA-CELLULAR THERAPIES, INC. 2019 INDUCEMENT AWARD PLAN ADOPTED BY THE COMPENSATION COMMITTEE: DECEMBER 16, 2019 EFFECTIVE DATE: DECEMBER 16, 2019 1. GENERAL. (a) Eligible Award Recipients. Awards may only be granted to Employees who satisfy the standards for inducement grants under Rule 5635(c)(4) of the Nasdaq Listing Rules. A person who previously served as an Employee

ITCI / Intra-Cellular Therapies Inc. S-8 - - S-8

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Annual Report - FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36

Results of Operations and Financial Condition, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K 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 2, 2020 Intra-Cellular Therapies, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-36274 Delaware 36-4742850 (State or other jurisdiction

Form of Restricted Stock Unit Agreement under the 2019 Inducement Award Plan.*

EX-10.33 Exhibit 10.33 Restricted Stock Unit No. INTRA-CELLULAR THERAPIES, INC. Restricted Stock Unit Award Grant Notice Restricted Stock Unit Award Grant under the Company’s 2019 Inducement Award Plan 1. Name and Address of Participant: 2. Date of Grant of Restricted Stock Unit Award: 3. Maximum Number of Shares underlying Restricted Stock Unit Award: 4. Vesting Commencement Date: 5. Vesting Sche

Form of Stock Option Agreement under the 2019 Inducement Award Plan.*

EX-10.34 Exhibit 10.34 INTRA-CELLULAR THERAPIES, INC. 2019 INDUCEMENT AWARD PLAN OPTION GRANT NOTICE Intra-Cellular Therapies, Inc. (the “Company”), pursuant to its 2019 Inducement Award Plan (the “Plan”), hereby grants to Optionholder an option to purchase the number of shares of Common Stock set forth below (the “Option”). The Option is subject to all of the terms and conditions set forth in thi

Description of securities.

EX-4.2 Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED Intra-Cellular Therapies, Inc. (the “Company” or “we”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.0001 per share. DESCRIPTION OF COMMON STOCK We are authoriz

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EX-99.2 5 d860502dex992.htm EX-99.2 Exhibit 99.2 Intra-Cellular Therapies Prices Public Offering of Common Stock NEW YORK, Jan. 07, 2020 (GLOBE NEWSWIRE) — Intra-Cellular Therapies, Inc. (Nasdaq: ITCI), a biopharmaceutical company, today announced the pricing of its previously announced underwritten public offering of 10,000,000 shares of its common stock at a public offering price of $29.50 per s