ICPT / Intercept Pharmaceuticals Inc - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

As filed with the Securities and Exchange Commission on November 20, 2023 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 EX

As filed with the Securities and Exchange Commission on November 20, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

SECOND SUPPLEMENTAL INDENTURE

Exhibit 4.2 SECOND SUPPLEMENTAL INDENTURE SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”), dated as of November 8, 2023, between Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”), supple

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 4 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 4 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) INTERSTELLAR ACQUISITION INC. a wholly owned subsidiary of ALFASIGMA S.P.A. (Name of Filing Person (Offerors)) Common Stock, par value $

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

Notice of Execution of Supplemental Indenture

Exhibit 99.2 November 8, 2023 To: Holders of Intercept Pharmaceuticals, Inc. 3.50% Convertible Senior Secured Notes Due 2026 (CUSIP No. 45845P AD01) and U.S. Bank Trust Company, National Association as Trustee, Paying Agent and Conversion Agent Global Corporate Trust Services 185 Asylum Street, 27th Floor, Hartford, Connecticut 06103 Attn: Laurel Casasanta (Intercept Pharmaceuticals, Inc.) Re: Not

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

THIRD SUPPLEMENTAL INDENTURE

Exhibit 4.1 THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of November 8, 2023, between Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Issuer”), and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association, as trustee (the “Trustee”), supplemen

Second Amended and Restated Bylaws

Exhibit 3.2 Second Amended and Restated Bylaws 1. MEETINGS OF STOCKHOLDERS. 1.1 Annual Meeting. The annual meeting of stockholders shall be held on such date and at such time as shall be designated from time to time by the board of directors (the “Board”) and stated in the notice of the meeting or waiver of notice thereof; except that no annual meeting need be held if all actions, including the el

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 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, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Completion of Acquisition or Disposition of Assets, 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 8, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other Jurisdiction of (Commission File

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION INTERCEPT PHARMACEUTICALS, INC.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF INTERCEPT PHARMACEUTICALS, INC. FIRST: The name of the corporation is Intercept Pharmaceuticals, Inc. (the “Corporation”). SECOND: The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, County of New Castle, Wilmington, Delaware 19808. The name of the C

Notice of Execution of Supplemental Indenture

Exhibit 99.1 November 8, 2023 To: Holders of Intercept Pharmaceuticals, Inc. 2.00% Convertible Senior Notes Due 2026 (CUSIP No. 45845P AB41) and U.S. Bank Trust Company, National Association as Trustee, Paying Agent and Conversion Agent Global Corporate Trust Services 185 Asylum Street, 27th Floor, Hartford, Connecticut 06103 Attn: Laurel Casasanta (Intercept Pharmaceuticals, Inc.) Re: Notice of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 4) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company) Intercept Pharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Clas

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

# # #

Exhibit (a)(5)(v) Alfasigma S.p.A. successfully completes tender offer for all outstanding shares of common stock of Intercept Pharmaceuticals, Inc. Bologna, Italy – November 8, 2023 — Alfasigma S.p.A. (“Alfasigma”) announced today that it has, through its wholly owned subsidiary Interstellar Acquisition Inc. (“Interstellar”), successfully completed its tender offer to purchase all outstanding sha

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

As filed with the Securities and Exchange Commission on November 8, 2023

As filed with the Securities and Exchange Commission on November 8, 2023 Registration No.

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

Ad 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, 2023 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: 001-35668 IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 3 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 3 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) INTERSTELLAR ACQUISITION INC. a wholly owned subsidiary of ALFASIGMA S.P.A. (Name of Filing Person (Offerors)) Common Stock, par value $

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 3) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company) Intercept Pharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 2 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 2 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) INTERSTELLAR ACQUISITION INC. a wholly owned subsidiary of ALFASIGMA S.P.A. (Name of Filing Person (Offerors)) Common Stock, par value $

(a)(5)(iv) Press Release of Alfasigma, dated October 26, 2023, announcing expiration of the waiting period under the HSR Act.

Exhibit (a)(5)(iv) Alfasigma S.p.A. Announces Expiration of Hart-Scott-Rodino Waiting Period in Connection with Pending Acquisition of Intercept Pharmaceuticals, Inc. Bologna, Italy– October 26, 2023 — Alfasigma S.p.A. (“Alfasigma”) today announced that the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) with respect to Alfasigma’s proposed ac

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 2) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company) Intercept Pharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Clas

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 1 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Comp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Amendment No. 1 TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) INTERSTELLAR ACQUISITION INC. a wholly owned subsidiary of ALFASIGMA S.P.A. (Name of Filing Person (Offerors)) Common Stock, par value $

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) (Amendment No. 1) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company) Intercept Pharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Clas

Summary Advertisement as published in The New York Times on October 11, 2023.

Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell Shares (as defined below).

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables SC TO-T (Form Type) INTERCEPT PHARMACEUTICALS, INC.

Medium to Long-Term Loan Agreement, dated February 28, 2022, by and among Alfasigma S.p.A. and Banca Nazionale del Lavoro S.p.A. (English translation)

Exhibit (b)(1) To: Banca Nazionale del Lavoro S.p.A. Large Corporate Network Via Rizzoli 26 40125 Bologna Bologna, February 28, 2022 Dear Sirs, We refer to your proposal received today, the contents of which we reproduce below in full as a sign of full and unconditional acceptance. "To: Alfasigma S.p.A. Via Ragazzi del 99, no. 5 40133 Bologna Bologna, February 28, 2022 Dear Sirs, As a result of ou

Confidentiality Agreement, dated July 10, 2023, by and between Alfasigma S.p.A. and Intercept Pharmaceuticals, Inc.

Exhibit (d)(2) CONFIDENTIALITY AGREEMENT This Confidentiality Agreement (this “Agreement”) is entered into as of July 10, 2023 (“Effective Date”), between Intercept Pharmaceuticals, Inc.

Form of Notice of Guaranteed Delivery.

 Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY to Tender Shares of Common Stock of INTERCEPT PHARMACEUTICALS, INC.

Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.

 Exhibit (a)(1)(v) Offer To Purchase For Cash All Outstanding Shares of Common Stock of INTERCEPT PHARMACEUTICALS, INC.

Financing Agreement, dated July 28, 2023, by and among Alfasigma S.p.A. and BPER Banca S.p.A. (English translation)

Exhibit (b)(2) ALFASIGMA S.p.A. Via Ragazzi del ‘99, 5 40133 Bologna Tax code and Company Register of Bologna No. 03432221202 Bologna, July 28, 2023 To BPER Banca S.p.A. Large Corporate Office Modena Viale Reiter 126 41121 - Modena To the kind attention of Anna Lisa Fornacciari PEC: [email protected] Subject matter: Financing agreement in the amount of Euro 100,000,000.00 (on

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) INTERSTELLAR ACQUISITION INC. a wholly owned subsidiary of ALFASIGMA S.P.A. (Names of Filing Persons (Offerors)) Common Stock, par value $0.001 per shar

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company) Intercept Pharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 4

Form of Letter to Brokers, Dealers, Commercial banks, Trust Companies and Other Nominees.

 Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Shares of Common Stock of INTERCEPT PHARMACEUTICALS, INC.

Loan Agreement, dated December 20, 2022, by and among Alfasigma S.p.A. and Banco BPM S.p.A. (English translation)

Exhibit (b)(5) Alfasigma S.p.A. Via Ragazzi del 99, n. 5 40133 - Bologna To the kind attention of Mr. Francesco Balestrieri Bologna, December 20 2022 Subject: Loan Agreement - Proposal Dear Sirs, Further to the agreements that have been established we wish to present to you our proposal concerning a loan agreement based on the terms and conditions specified below (the 'Proposal'). * * * BANCO BPM

Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer Identification Number on IRS Form W-9).

 Exhibit (a)(1)(ii) LETTER OF TRANSMITTAL to Tender Shares of Common Stock of INTERCEPT PHARMACEUTICALS, INC.

Press Release issued by Alfasigma S.p.A. on October 11, 2023.

Exhibit (a)(5)(iii) Alfasigma S.p.A. tender offer for Intercept Pharmaceuticals, Inc. commences Bologna, Italy– October 11, 2023 — Alfasigma S.p.A. (“Alfasigma”) today announced that its wholly-owned subsidiary, Interstellar Acquisition Inc., a Delaware corporation (“Purchaser”), has commenced a cash tender offer to purchase all of the outstanding shares of common stock, par value USD $0.001 per s

Loan Agreement, dated January 28, 2022, by and among Alfasigma S.p.A. and Intesa Sanpaolo S.p.A. (English translation)

Exhibit (b)(4) Intesa Sanpaolo S.p.A. IMI Corporate and Investment Banking Direzione Global Corporate Network Italia Area Corporate Lazio Via Zucchelli, 16 00187 - Rome FAO: Nadia Oliviero 28 January 2022 Dear Sirs, Re: Loan Agreement - Acceptance We refer to your draft Loan Agreement sent to us today which we set out below to indicate our full and irrevocable acceptance. “Alfasigma S.p.A. Via Rag

Offer to Purchase dated October 11, 2023.

TABLE OF CONTENTS  Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Shares of Common Stock of INTERCEPT PHARMACEUTICALS, INC.

Loan Agreement, dated November 16, 2022, by and among Alfasigma S.p.A. and Unicredit S.p.A. (English translation)

Exhibit (b)(3) UniCredit - Confidential Alfasigma S. p.A. Via Ragazzi del 99, n. 5 40133 - Bologna FAO: Francesco Balestrieri Florence, 16 November 2022 Re: Loan Agreement - Draft Dear Sirs, Further to the agreements reached, we submit our draft loan agreement under the terms and conditions specified below (the “Draft”). *** ALFASIGMA S.p.A. (in the capacity of Borrower) and UNICREDIT S.p.A. (in t

Financing Agreement, dated September 15, 2023, by and among Alfasigma S.p.A. and Banco BPM S.p.A. (English translation)

Exhibit (b)(6) NDG: 000015474772 DATE: 09/15/2023 Banco BPM S.p.A. - Share capital of Euro 7.100.000.000 fully paid - ABI 05034 - Tax Code and Enrollment No. in the Business Register of Milan Monza Brianza Lodi: 09722490969 - Representative of the VAT Group Banco BPM - VAT Number 10537050964 - Registered office: P.zza F. Meda, 4 - 22 121 - MILAN - Tel. 02/77001 - Head Office: P.zza Nogara,2 - 3712

ICPT / Intercept Pharmaceuticals 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.: 8)* Name of issuer: Intercept Pharmaceuticals Inc. Title of Class of Securities: Common Stock CUSIP Number: 45845P108 Date of Event Which Requires Filing of this Statement: September 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) INTERSTELLAR ACQ

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) INTERSTELLAR ACQUISITION INC. a wholly owned subsidiary of ALFASIGMA S.P.A. (Names of Filing Persons (Offerors)) Common Stock, par value $0.001 per share (Title of Cl

Exhibit 99.1

Exhibit 99.1 Email message from Alfasigma CEO Francesco Balestrieri to all Intercept employees Date:     October 9, 2023 Subject: Letter from Alfasigma CEO Francesco Balestrieri It was a pleasure to meet with all of you during the All-Employee Update and in the Morristown offices. The Alfasigma leadership team and I appreciated the warm welcome, the thoughtful dialogue and transparent questions. W

Communication to Intercept Employees, dated October 9, 2023.

Exhibit 99.1 Date: October 9, 2023 Subject: Letter from Alfasigma CEO Francesco Balestrieri It was a pleasure to meet with all of you during the All-Employee Update and in the Morristown offices. The Alfasigma leadership team and I appreciated the warm welcome, the thoughtful dialogue and transparent questions. We believe that Intercept is a perfect match with Alfasigma’s core business area and an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company) Intercept Pharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company) Intercept Pharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 4

Exhibit 99.1

Exhibit 99.1 Email message from CEO Jerry Durso to All Intercept Employees Regarding All Employee Update with Alfasigma September 29, 2023 Subject: Update from Jerry Durso – Alfasigma Senior Leaders Visiting Morristown Dear Colleagues, It has been a busy week since we announced our definitive agreement with Alfasigma. Initial feedback from our external stakeholders indicates that they understand t

Exhibit 99.1

Exhibit 99.1 Message from David Ford About Benefits Dear All, We’ve received a number of questions in the last 48 hours regarding the impact of the acquisition of Intercept by Alfasigma on employee benefits, particularly health benefits for 2024. We will be continuing to provide employee health benefits for 2024 and do not plan any changes to our health benefit plan designs and vendors for next ye

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company) Intercept Pharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 4

Joint Press Release, dated September 26, 2023.

Exhibit 99.1 Alfasigma to Acquire Intercept Pharmaceuticals for $19.00 per Share in Cash, Expanding the Global Footprint of Alfasigma Via a Leader in Rare and Serious Liver Diseases • Proposed all-cash acquisition will materially expand Alfasigma’s portfolio in gastroenterology and hepatology and its presence in the U.S. market • Transaction price represents an 82% premium to Intercept’s closing p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14D-9 (Rule 14d-101) Solicitation/Recommendation Statement Under Section 14(d)(4) of the Securities Exchange Act of 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company) Intercept Pharmaceuticals, Inc. (Name of Persons Filing Statement) Common Stock, par value $0.001 per share (Title of Class of Securities) 4

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, 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): September 26, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other Jurisdiction of (Commission Fil

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) INTERSTELLAR ACQ

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer)) INTERSTELLAR ACQUISITION INC. a wholly owned subsidiary of ALFASIGMA S.P.A. (Names of Filing Persons (Offerors)) Common Stock, par value $0.001 per share (Title of Cl

Agreement and Plan of Merger, dated September 26, 2023, among Intercept Pharmaceuticals, Inc., Alfasigma S.p.A. and Interstellar Acquisition Inc.*

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: Intercept Pharmaceuticals, Inc., a Delaware corporation; Alfasigma S.p.A., an Italian società per azioni; and Interstellar Acquisition Inc., a Delaware corporation Dated as of September 26, 2023 Table of Contents Section 1 THE OFFER 1.1 The Offer 2 1.2 Company Actions 5 Section 2 MERGER TRANSACTION 2.1 Merger of Purchaser into the C

Transaction Social Media Guidelines Email

Exhibit 99.2 Transaction Social Media Guidelines Email Subject: Social Media Guidance Related to Transaction with Alfasigma Dear colleagues, Today, we announced that Intercept has entered into a definitive agreement to be acquired by Alfasigma. This announcement is likely to result in increased attention for our company, particularly social media. It is important we follow social media guidance sp

Alfasigma to Acquire Intercept Pharmaceuticals for $19.00 per Share in Cash, Expanding the Global Footprint of Alfasigma Via a Leader in Rare and Serious Liver Diseases

Exhibit 99.1 Alfasigma to Acquire Intercept Pharmaceuticals for $19.00 per Share in Cash, Expanding the Global Footprint of Alfasigma Via a Leader in Rare and Serious Liver Diseases ● Proposed all-cash acquisition will materially expand Alfasigma’s portfolio in gastroenterology and hepatology and its presence in the U.S. market ● Transaction price represents an 82% premium to Intercept’s closing p

Alfasigma to Acquire Intercept Pharmaceuticals for $19.00 per Share in Cash, Expanding the Global Footprint of Alfasigma Via a Leader in Rare and Serious Liver Diseases

Exhibit 99.3 Alfasigma to Acquire Intercept Pharmaceuticals for $19.00 per Share in Cash, Expanding the Global Footprint of Alfasigma Via a Leader in Rare and Serious Liver Diseases ● Proposed all-cash acquisition will materially expand Alfasigma’s portfolio in gastroenterology and hepatology and its presence in the U.S. market ● Transaction price represents an 82% premium to Intercept’s closing p

Email to Employees

Exhibit 99.1 Email to Employees September 26, 2023 Subject: Today’s News – A Message from Jerry Durso Dear Colleagues, As you may have seen from our news release this morning, Intercept has entered into a definitive agreement to be acquired by Alfasigma, a privately held Italian pharmaceutical company with a strong commitment to patients in a range of therapeutic areas including gastroenterology,

2023 Equity Incentive Plan

Exhibit 10.1 INTERCEPT PHARMACEUTICALS, INC. 2023 EQUITY INCENTIVE PLAN 1.DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Intercept Pharmaceuticals, Inc. 2023 Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on its behalf to the Committee, in wh

Intercept Pharmaceuticals Reports Second Quarter 2023 Financial Results and Provides Business Updates

Exhibit 99.1 Intercept Pharmaceuticals Reports Second Quarter 2023 Financial Results and Provides Business Updates • Ocaliva® (obeticholic acid or OCA) net sales of $83.7 million, representing 17% growth over the prior year quarter • Company updates full-year 2023 Ocaliva net sales guidance to $320 million to $340 million; reiterates non-GAAP adjusted operating expense guidance of $350 million to

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

Ad 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, 2023 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: 001-35668 INTERCE

Financial Statements and Exhibits, Results of Operations and Financial Condition

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, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emplo

ICPT / Intercept Pharmaceuticals 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.: 7)* Name of issuer: Intercept Pharmaceuticals Inc. Title of Class of Securities: Common Stock CUSIP Number: 45845P108 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is f

Intercept Receives Complete Response Letter from FDA for Obeticholic Acid as a Treatment for Pre-Cirrhotic Fibrosis due to NASH

Exhibit 99.1 Intercept Receives Complete Response Letter from FDA for Obeticholic Acid as a Treatment for Pre-Cirrhotic Fibrosis due to NASH · Company to discontinue all NASH-related investment and restructure the Company’s operations to strengthen its focus on rare and serious liver diseases · Company anticipates achieving profitability in 2024 as a result of planned actions · Conference call sch

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 22, 2023 Intercept Pharmaceu

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 22, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employ

Regulation FD Disclosure, Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

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 22, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employ

Intercept Announces Restructuring to Strengthen Focus on Rare and Serious Liver Diseases and Significantly Reduce Operating Expenses

Exhibit 99.1 Intercept Announces Restructuring to Strengthen Focus on Rare and Serious Liver Diseases and Significantly Reduce Operating Expenses · Measures reinforce Company’s ability to drive growth in PBC business and continue developing innovative new medicines · Company to discontinue all NASH-related investment and reduce workforce by approximately one third · Company anticipates achieving p

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 24, 2023 Intercept Pharmaceut

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 24, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

Regulation FD Disclosure, Financial Statements and Exhibits

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 19, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

Intercept Announces Outcome of FDA Advisory Committee Meeting for Obeticholic Acid as a Treatment for Pre-Cirrhotic Fibrosis due to NASH 12 of 16 voting-eligible advisors vote “no” (with two abstentions) on question, “given the available efficacy and

Exhibit 99.1 Intercept Announces Outcome of FDA Advisory Committee Meeting for Obeticholic Acid as a Treatment for Pre-Cirrhotic Fibrosis due to NASH 12 of 16 voting-eligible advisors vote “no” (with two abstentions) on question, “given the available efficacy and safety data, do the benefits of OCA 25 mg outweigh the risks in NASH patients with stage 2 or 3 fibrosis?” 15 of 16 voting-eligible advi

Amendment to the Agreement for the Supply of Manufactured Products, dated May 15, 2023, between Intercept Pharma Europe Ltd. and Amdipharm Ltd.

Exhibit 10.1 Execution Version AMENDMENT TO THE AGREEMENT FOR THE SUPPLY OF MANUFACTURED PRODUCTS This Amendment Agreement (“Amendment”) is made the 15th day of May, 2023 (“Amendment Date”) and is an amendment to the Agreement for the Supply of Manufactured Products made on May 5, 2022 (“Original MSA”) by and between INTERCEPT PHARMA EUROPE LTD., a company incorporated and registered in England an

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 15, 2023 Intercept Pharmaceut

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 15, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

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 (Amendment No.   )

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 (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 per

Intercept Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Update on Commercial Launch Strategy for NASH Ocaliva® net sales of $68.0 million, representing 15% growth over the prior year quarter Gastrointestinal Drugs Advisory

Exhibit 99.1 Intercept Pharmaceuticals Reports First Quarter 2023 Financial Results and Provides Update on Commercial Launch Strategy for NASH Ocaliva® net sales of $68.0 million, representing 15% growth over the prior year quarter Gastrointestinal Drugs Advisory Committee (GIDAC) Meeting set for May 19, 2023, to review obeticholic acid (OCA) as a treatment for pre-cirrhotic fibrosis due to NASH;

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

Ad 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, 2023 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: 001-35668 INTERC

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 27, 2023 Intercept Pharmace

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 27, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emplo

Form of Senior Indenture

Exhibit 4.1 INTERCEPT PHARMACEUTICALS, INC. 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) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 31

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 24, 2023 Intercept Pharmace

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 24, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emplo

Form of Subordinated Indenture

Exhibit 4.3 INTERCEPT PHARMACEUTICALS, INC. 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) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4

Sales Agreement dated March 24, 2023.

Exhibit 1.1 Intercept Pharmaceuticals, Inc. SALES AGREEMENT March 24, 2023 Cowen and Company, LLC 599 Lexington Avenue New York, NY 10022 Ladies and Gentlemen: Intercept Pharmaceuticals, Inc. (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC (“Cowen”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this

Calculation of Filing Fee Tables (filed herewith)

Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Intercept Pharmaceutical, Inc.

UP TO $100,000,000 COMMON STOCK

Filed Pursuant to Rule 424(b)(5) Registration Statement No.: 333-270844 PROSPECTUS SUPPLEMENT to the Prospectus dated March 24, 2023 UP TO $100,000,000 COMMON STOCK We have entered into a Sales Agreement with Cowen and Company, LLC, or Cowen, relating to shares of our common stock, par value $0.001 per share, offered by this prospectus supplement and the accompanying prospectus. In accordance with

Calculation of Filing Fee Tables (Form Type) Intercept Pharmaceutical, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

EX-FILING FEES 2 tm2310363d2ex107.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Intercept Pharmaceutical, 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 or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum

As filed with the Securities and Exchange Commission on March 24, 2023

As filed with the Securities and Exchange Commission on March 24, 2023 Registration No.

Intercept Pharmaceuticals Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Updates; Issues 2023 Financial Guidance U.S. Ocaliva® net sales of $77.2 million and $285.7 million for the fourth quarter and full year 2022,

Exhibit 99.1 Intercept Pharmaceuticals Reports Fourth Quarter and Full Year 2022 Financial Results and Provides Business Updates; Issues 2023 Financial Guidance U.S. Ocaliva® net sales of $77.2 million and $285.7 million for the fourth quarter and full year 2022, representing 13% and 10% growth over the prior year Worldwide Ocaliva® non-GAAP adjusted net sales of $343.8 million for the full year 2

Subsidiaries of the Registrant

Exhibit 21.1 SUBSIDIARY OF THE REGISTRANT Name Jurisdiction of Incorporation or Organization Intercept Pharma Europe Ltd. England and Wales

Description of Securities of the Registrant

Exhibit 4.9 Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Description of the Registrant's Common Stock References to “Intercept," "our" and the “Company” herein are, unless the context otherwise indicates, only to Intercept Pharmaceuticals, Inc. and not to any of its subsidiaries. Description of Common Stock General The followin

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) ☒ 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 SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-35

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, 2023 Intercept Pharmaceu

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, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employ

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 24, 2023 Intercept Pharm

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 24, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Em

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 20, 2023 Intercept Pharm

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 20, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Em

ICPT / Intercept Pharmaceuticals Inc / Point72 Asset Management, L.P. - SCHEDULE 13G/A, AMENDMENT #1 Passive Investment

SC 13G/A 1 pt7213ga.htm SCHEDULE 13G/A, AMENDMENT #1 240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* (Name of Issuer) Intercept Pharmaceuticals, Inc.

ICPT / Intercept Pharmaceuticals 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: Intercept Pharmaceuticals Inc. Title of Class of Securities: Common Stock CUSIP Number: 45845P108 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

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 27, 2023 Intercept Pharma

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 27, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emp

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 24, 2023 Intercept Pharma

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 24, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emp

FDA Accepts Intercept’s New Drug Application for OCA for the Treatment of Pre-Cirrhotic Liver Fibrosis Due to NASH NDA is supported by robust NASH clinical development program, including two positive interim analyses from the Phase 3 REGENERATE study

Exhibit 99.1 FDA Accepts Intercept’s New Drug Application for OCA for the Treatment of Pre-Cirrhotic Liver Fibrosis Due to NASH NDA is supported by robust NASH clinical development program, including two positive interim analyses from the Phase 3 REGENERATE study demonstrating OCA’s improvement in liver fibrosis without worsening of NASH PDUFA target action date set for June 22, 2023 MORRISTOWN, N

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 19, 2023 Intercept Pharma

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 19, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emp

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 14, 2023 Intercept Pharma

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 14, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emp

ICPT / Intercept Pharmaceuticals Inc / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) INTERCEPT PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 45845P108 (CUSIP Number) DECEMBER 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to design

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 11, 2023 Intercept Pharma

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 11, 2023 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emp

Intercept Pharmaceuticals J.P. Morgan Healthcare Conference Jerry Durso, President and CEO January 12, 2023

EX-99.1 2 tm233129d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Intercept Pharmaceuticals J.P. Morgan Healthcare Conference Jerry Durso, President and CEO January 12, 2023 This presentation is intended for investor purposes only and is not intended for promotional purposes. 2 Cautionary Note Regarding Forward - Looking Statements ("FLS") This document contains FLS, including regarding : our finances, fin

Intercept Resubmits New Drug Application to U.S. FDA for Obeticholic Acid in Patients with Liver Fibrosis due to NASH NDA supported by robust NASH clinical development program, including two positive interim analyses from the Phase 3 REGENERATE study

Exhibit 99.1 Intercept Resubmits New Drug Application to U.S. FDA for Obeticholic Acid in Patients with Liver Fibrosis due to NASH NDA supported by robust NASH clinical development program, including two positive interim analyses from the Phase 3 REGENERATE study NDA includes detailed safety analysis of 2,477 patients with nearly 1,000 patients on study drug for 4 years MORRISTOWN, NJ, December 23

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 23, 2022 Intercept Pharm

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 23, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Em

As filed with the Securities and Exchange Commission on December 9, 2022

As filed with the Securities and Exchange Commission on December 9, 2022 Registration No.

Calculation of Filing Fee Tables

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Intercept Pharmaceuticals, Inc.

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 1, 2022 Intercept Pharma

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 1, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emp

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

Ad 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, 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 fil

Intercept Pharmaceuticals Reports Third Quarter 2022 Financial Results and Provides Business Update U.S. Ocaliva® net sales of $77.6 million; 16.4% growth over the prior year quarter Company increases 2022 Ocaliva non-GAAP adjusted net sales guidance

Exhibit 99.1 Intercept Pharmaceuticals Reports Third Quarter 2022 Financial Results and Provides Business Update U.S. Ocaliva® net sales of $77.6 million; 16.4% growth over the prior year quarter Company increases 2022 Ocaliva non-GAAP adjusted net sales guidance to $340 million to $350 million and narrows non-GAAP adjusted operating expense guidance to $350 million to $365 million As of September

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessi

ICPT / Intercept Pharmaceuticals Inc / Point72 Asset Management, L.P. - SCHEDULE 13G Passive Investment

240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to 240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to 240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* (Name of Issuer) Intercept Pharmaceuticals, Inc. (Title of Class of Securities) Common Stock, Par Value

Regulation FD Disclosure, Financial Statements and Exhibits

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 30, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS E

Intercept Pharmaceuticals Announces REVERSE Phase 3 Study of Obeticholic Acid (OCA) in Compensated Cirrhosis due to NASH Did Not Meet its Primary Endpoint Company remains on track to resubmit new drug application (NDA) for OCA in its lead indication

Exhibit 99.1 Intercept Pharmaceuticals Announces REVERSE Phase 3 Study of Obeticholic Acid (OCA) in Compensated Cirrhosis due to NASH Did Not Meet its Primary Endpoint Company remains on track to resubmit new drug application (NDA) for OCA in its lead indication of fibrosis due to NASH by year end based on its positive Phase 3 REGENERATE study MORRISTOWN, N.J., September 30, 2022 ? Intercept Pharm

Regulation FD Disclosure, Financial Statements and Exhibits

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 21, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS E

Intercept Pharmaceuticals Announces Summary of Key Actions in Strategic Financial Repositioning Outstanding debt reduced by 54% or $388.9 million and annual cash interest expense reduced by 58% or $13.6 million Company well-positioned to drive contin

Exhibit 99.1 Intercept Pharmaceuticals Announces Summary of Key Actions in Strategic Financial Repositioning Outstanding debt reduced by 54% or $388.9 million and annual cash interest expense reduced by 58% or $13.6 million Company well-positioned to drive continued growth in PBC, progress NASH program, expand and advance pipeline MORRISTOWN, N.J., Sept. 21, 2022 - Intercept Pharmaceuticals, Inc.

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): September 19, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS E

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Em

Unregistered Sales of Equity Securities

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 8, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Em

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 6, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Em

Unregistered Sales of Equity Securities

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 6, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Em

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of July 25, 2019, is by and among Genextra S.

ICPT / Intercept Pharmaceuticals Inc / Genextra S.p.A. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* INTERCEPT PHARMACEUTICALS, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 45845P108 (CUSIP Number) September 2, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to wh

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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 1, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Em

Unregistered Sales of Equity Securities

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 25, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Empl

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, 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 18, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Empl

Intercept Pharmaceuticals Announces Repurchase of Convertible Notes

Exhibit 99.1 Intercept Pharmaceuticals Announces Repurchase of Convertible Notes MORRISTOWN, NEW JERSEY, AUG 19, 2022 - Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT) (?Intercept?), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat progressive non-viral liver diseases, announced today that it has entered into privately negotiated agreements

Form of Exchange Agreement for the 2026 Notes

Exhibit 10.1 Exchange Agreement August 18, 2022 Intercept Pharmaceuticals, Inc. 3.50% Convertible Senior Secured Notes due 2026 The undersigned investor (the ?Investor?), for itself and on behalf of the beneficial owners listed on Exhibit A hereto (?Accounts?) for whom the Investor holds contractual and investment authority (each, including the Investor if it is a party exchanging Notes (as define

ICPT / Intercept Pharmaceuticals Inc / MILLENNIUM MANAGEMENT LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.001 PER SHARE (Title of Class of Securities) 45845P108 (CUSIP Number) AUGUST 12, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule pursuan

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 16, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Empl

Sublicense Agreement, dated May 5, 2022, among Intercept Pharma Europe Limited (“IPEL”), Mercury Pharma Group Limited, and the Registrant

Exhibit 10.2 ? [Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] ? SUBLICENSE AGREEMENT BY AND BETWEEN INTERCEPT PHARMA EUROPE LTD. AND MERCURY PHARMA GROUP LIMITED EXECUTED AS OF MAY 5, 2022 ? ? ? ? ? ? ? ? ARTICLE 1 DEFINITIONS 1 ARTICLE 2 LICENSES AND OTHER RIGHTS 13 2.1 Gran

Transitional Services Agreement, dated May 5, 2022, between ICPT Inc. and Advanz Services

? Exhibit 10.6 ? [Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] ? ? ? ? ? Transitional Services Agreement for the provision and use of Services and Reverse Services INTERCEPT PHARMACEUTICALS, INC. ADVANZ PHARMA SERVICES (UK) LIMITED Date 5 May 2022 ? ? ? ? Contents ? ? ? PART

Amendment to Safety Data Exchange Agreement, dated July 1, 2022, between ICPT Inc. and Mercury Pharma

Exhibit 10.9 Dated 1 July 2022 Deed of Amendment relating to a Safety Data Exchange Agreement dated 5 May 2022 ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? ? This Agreement is dated 1 July 2022 and made by: (1) INTERCEPT PHARMACEUTICALS, INC., incorporated in Delaware with company number 3565213 whose registered office is at 305 Madison Avenue, Morristown, New Jersey 07960; and (2) MERCURY PHARMA

Form of Restricted Stock Unit Award Grant Notice and Agreement for Directors

Exhibit 10.15 Restricted Stock Unit No. /$GrantID$/ INTERCEPT PHARMACEUTICALS, INC. Restricted Stock Unit Award Grant Notice for Directors Restricted Stock Unit Award Grant under the Company?s Amended and Restated Equity Incentive Plan 1.Name and Address of Participant:/$ParticipantName$/ /$ParticipantAddress$/ 2.Date of Grant of Restricted Stock Unit Award:/$GrantDate$/ 3.Maximum Number of Shares

Agreement for Supply of Manufactured Products, dated May 5, 2022, between IPEL and Amdipharm Limited

Exhibit 10.3 ? ? ? [Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] ? ? DATED5 May 2022 ? ? (1) INTERCEPT PHARMA EUROPE LTD. ? - and - ? (2) AMDIPHARM LTD. ? ? ? AGREEMENT FOR THE SUPPLY OF MANUFACTURED PRODUCTS ? ? ? ? ? ? ? ? ? ? 1 INTERPRETATION 3 2 SUPPLY OF PRODUCTS 8 3 FO

Amendment to Transitional Services Agreement, dated July 26, 2022, between ICPT Inc. and Advanz Services

Exhibit 10.8 [Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] ? Dated 26 July 2022 Deed of Amendment to the Transitional Services Agreement dated 5 May 2022 ? ? ? This Deed is dated 26 July 2022 and made by: (1) INTERCEPT PHARMACEUTICALS, INC, incorporated in Delaware with comp

Form of Restricted Stock Unit Award Grant Notice and Agreement for Employees and Consultants

Exhibit 10.14 Restricted Stock Unit No. /$GrantID$/ ? INTERCEPT PHARMACEUTICALS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT GRANT ? Restricted Stock Unit Grant Notice (Employees and Consultants) ? Intercept Pharmaceuticals, Inc. (the ?Company?) hereby grants to the participant named below (the ?Participant?) the number of restricted stock units (?RSUs?) set forth below (

Form of Stock Option Grant Notice and Agreement for Employees and Consultants

?Exhibit 10.12 Option No. /$GrantID$/ ? INTERCEPT PHARMACEUTICALS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN STOCK OPTION GRANT ? Stock Option Grant Notice (Employees and Consultants) ? Intercept Pharmaceuticals, Inc. (the ?Company?) hereby grants to the participant named below (the ?Participant?) an option of the type specified below (this ?Option?) to purchase up to the number of shares of

Intercept Pharmaceuticals, Inc. Amended and Restated Equity Incentive Plan

?Exhibit 10.11 INTERCEPT PHARMACEUTICALS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN 1.DEFINITIONS. Unless otherwise specified or unless the context otherwise requires, the following terms, as used in this Intercept Pharmaceuticals, Inc. Amended and Restated Equity Incentive Plan, have the following meanings: Administrator means the Board of Directors, unless it has delegated power to act on

Financial Statements and Exhibits, Results of Operations and Financial Condition

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, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Emplo

Amendment to Share Purchase Agreement, dated July 1, 2022, between ICPT Inc. and Mercury Pharma

Exhibit 10.10 Dated 1 July 2022 Deed of Amendment relating to the Share Purchase Agreement dated 5 May 2022 ? ? ? This Agreement is executed and delivered as a deed on 1 July 2022 by: (1) INTERCEPT PHARMACEUTICALS, INC, incorporated in Delaware with company number 3565213 whose registered office is at 305 Madison Avenue, Morristown, New Jersey 07960; and (2) MERCURY PHARMA GROUP LIMITED, a company

Share Purchase Agreement, dated May 5, 2022, between Intercept Pharmaceuticals, Inc. (“ICPT Inc.”) as seller and Mercury Pharma Group Limited (“Mercury Pharma”) as purchaser

Exhibit 10.1 ? ? ? [Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] ? DATED 5 May 2022 ? ? ? (1) INTERCEPT PHARMACEUTICALS, INC ? - and - ? ? ? (2) MERCURY PHARMA GROUP LIMITED ? ? ? ? SHARE PURCHASE AGREEMENT Relating to certain non-US subsidiaries of Intercept Pharmaceuticals

Form of Performance Stock Unit Grant Notice and Agreement

Exhibit 10.16 Performance Stock Unit No. /$GrantID$/ ? INTERCEPT PHARMACEUTICALS, INC. AMENDED AND RESTATED EQUITY INCENTIVE PLAN PERFORMANCE STOCK UNIT GRANT ? Performance Stock Unit Grant Notice ? Intercept Pharmaceuticals, Inc. (the ?Company?) hereby grants to the participant named below (the ?Participant?) the number of performance stock units (?PSUs?) set forth below (this ?Award?). This Awar

Business Transfer Agreement, dated May 5, 2022, between IPEL and Advanz Pharma Services (UK) Limited (“Advanz Services”)

Exhibit 10.4 ? [Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] DATED5 MAY 2022 ? (1) INTERCEPT PHARMA EUROPE LTD. - and - (2) ADVANZ PHARMA SERVICES (UK) LIMITED ? ? AGREEMENT relating to the sale and purchase of certain of the business and assets of INTERCEPT PHARMA EUROPE LT

Safety Data Exchange Agreement, dated May 5, 2022, between ICPT Inc. and Mercury Pharma

? Exhibit 10.5 SAFETY DATA EXCHANGE AGREEMENT This Safety Data Exchange Agreement (?SDEA?) is entered into as of 5 May, 2022 by and between Intercept Pharmaceuticals, Inc. (?Seller?), and Mercury Pharma Group Limited (?Purchaser?) (each a ?Party? and collectively ?Parties?). A.Seller and Purchaser are parties to a Share Purchase Agreement dated as of 5 May, 2022, which provides for the purchase an

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

Ad 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 num

Master Trademark Assignment Agreement, dated May 5, 2022, by and among ICPT Inc., RXF Technologies, Inc. and Mercury Pharma

Exhibit 10.7 [Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant treats as private or confidential.] MASTER TRADEMARK ASSIGNMENT AGREEMENT This Master Trademark Assignment Agreement (this ?Assignment?) is made and entered into effective as of May 5, 2022 (the ?Execution Date?) and effective as of the Completion (as

Intercept Pharmaceuticals Reports Second Quarter 2022 Financial Results and Provides Business Update Worldwide Ocaliva® non-GAAP adjusted net sales in PBC of $100.4 million; U.S. net sales of $71.8 million representing 5% growth over the prior year q

Exhibit 99.1 Intercept Pharmaceuticals Reports Second Quarter 2022 Financial Results and Provides Business Update Worldwide Ocaliva® non-GAAP adjusted net sales in PBC of $100.4 million; U.S. net sales of $71.8 million representing 5% growth over the prior year quarter Company reissues 2022 financial guidance to reflect impact of sale of international business: Ocaliva non-GAAP adjusted net sales

Form of Stock Option Grant Notice and Agreement for Directors

Exhibit 10.13 Option No. /$GrantID$/ ? INTERCEPT PHARMACEUTICALS, INC. ? Stock Option Grant Notice for Directors Stock Option Grant under the Amended and Restated Equity Incentive Plan ? 1.Name and Address of Participant:/$ParticipantName$/ /$ParticipantAddress$/ ? ? 2.Date of Option Grant:/$GrantDate$/ ? 3.Type of Grant:/$GrantType$/ ? 4.Maximum Number of Shares for which this Option is exercisab

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): July 25, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employ

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, 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): July 1, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

UNAUDITED PRO FORMA FINANCIAL INFORMATION (In millions, except share information)

Exhibit 99.1 UNAUDITED PRO FORMA FINANCIAL INFORMATION (In millions, except share information) As previously disclosed, on May 5, 2022, Intercept Pharmaceuticals, Inc., a Delaware corporation (?ICPT Inc.?), and its wholly owned subsidiary Intercept Pharma Europe Ltd., a UK private limited company (?IPEL? and, together with ICPT Inc. and affiliates, the ?Company?), entered into a series of agreemen

REGENERATE Topline Data 07 July 2022 Click to add text Click to add text

Exhibit 99.2 REGENERATE Topline Data 07 July 2022 Click to add text Click to add text Cautionary Note Regarding Forward - Looking Statements This presentation contains forward - looking statements, including, but not limited to, statements regarding: The progress, timing , and results of our REGENERATE clinical trial, including the safety and efficacy of obeticholic acid (?OCA?) for the treatment

Intercept Announces Positive Data in Fibrosis due to NASH from a New Analysis of its Phase 3 REGENERATE Study of Obeticholic Acid (OCA) OCA 25 mg met the agreed primary endpoint of improvement in liver fibrosis without worsening of NASH at 18 months

Exhibit 99.1 Intercept Announces Positive Data in Fibrosis due to NASH from a New Analysis of its Phase 3 REGENERATE Study of Obeticholic Acid (OCA) OCA 25 mg met the agreed primary endpoint of improvement in liver fibrosis without worsening of NASH at 18 months (p<0.0001), consistent with the original REGENERATE analysis OCA 25 mg demonstrated double the response rate in reduction of liver fibros

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 7, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 1, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

Intercept Announces Closing of Transaction with Advanz Pharma to Transfer Rights to Commercialize Ocaliva® for PBC Outside the U.S.

Exhibit 99.1 Intercept Announces Closing of Transaction with Advanz Pharma to Transfer Rights to Commercialize Ocaliva? for PBC Outside the U.S. MORRISTOWN, NJ, JULY 1, 2022 ? Intercept Pharmaceuticals, Inc. (Nasdaq:ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat progressive non-viral liver diseases, today announced that the transa

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): June 16, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employ

Regulation FD Disclosure, Financial Statements and Exhibits

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 6, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

Intercept Provides Update on NASH Regulatory Timeline

EX-99.1 2 tm2217756d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Intercept Provides Update on NASH Regulatory Timeline Morristown, NJ, June 6, 2022 – Intercept Pharmaceuticals, Inc. (Nasdaq:ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat non-viral liver diseases, today announced an update on the timing of its pre-submission meeting with t

Regulation FD Disclosure, Financial Statements and Exhibits

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 3, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

Intercept Announces New Clinical Trial and Real-World Outcomes Data for Ocaliva in PBC COBALT study in advanced PBC, previously terminated early due to feasibility challenges, did not demonstrate a statistically significant difference in clinical end

Exhibit 99.1 Intercept Announces New Clinical Trial and Real-World Outcomes Data for Ocaliva in PBC COBALT study in advanced PBC, previously terminated early due to feasibility challenges, did not demonstrate a statistically significant difference in clinical endpoints between Ocaliva? and placebo HEROES-US real-world analysis demonstrated statistically significant improvement in event-free surviv

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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 1, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

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): May 25, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware 001-35668 22-3868459 (State or other jurisdiction (Commission (IRS Employe

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant x 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

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 (Amendment No. )

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 (Amendment No. ) Filed by the Registrant x 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

Intercept Pharmaceuticals Reports First Quarter 2022 Financial Results and Provides Business Update Worldwide Ocaliva® net sales of $88.6 million, representing 8% growth over the prior year quarter Nearing completion of new REGENERATE data analyses;

Exhibit 99.1 Intercept Pharmaceuticals Reports First Quarter 2022 Financial Results and Provides Business Update Worldwide Ocaliva? net sales of $88.6 million, representing 8% growth over the prior year quarter Nearing completion of new REGENERATE data analyses; planning for potential pre-submission meeting with FDA in June Continue to expect topline results from Phase 3 REVERSE study in compensat

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

Ad 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 nu

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 6, 2022 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File Numbe

Employment Agreement, effective April 21, 2022, between the Registrant and Rocco Venezia

Exhibit 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the ?Agreement?), made effective as of April 21, 2022, is entered into by Intercept Pharmaceuticals, Inc. (the ?Company?) and Rocco Venezia (?Executive?). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company. NOW THEREFORE, in consideration of the mutual covenants and promises contained in

Intercept Announces Advanz Pharma to Acquire Ocaliva in PBC in Markets Outside the U.S. for up to $450MM, including $405MM Upfront and an Additional $45MM in Contingent Payments Agreement includes rights for Advanz to commercialize orphan drug Ocaliv

Exhibit 99.1 Intercept Announces Advanz Pharma to Acquire Ocaliva in PBC in Markets Outside the U.S. for up to $450MM, including $405MM Upfront and an Additional $45MM in Contingent Payments Agreement includes rights for Advanz to commercialize orphan drug Ocaliva? for PBC outside the U.S., as well as the transition to Advanz of the international commercial and medical infrastructure of Intercept

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 5, 2022 Intercept Pharmaceuticals, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-35668 (Commission File N

###

Exhibit 99.2 Questions and Answers (Q&A) 1. What does this transaction cover? ? Intercept Pharmaceuticals, Inc. and affiliates (collectively, ?Intercept?) is selling its ex-U.S. commercial business to Advanz Pharma. This includes rights and assets (including entities and licenses) related to Ocaliva (obeticholic acid) in primary biliary cholangitis (PBC). ? Intercept will also enter into a supply

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 (Amendment No.  )

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 (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 (a

Intercept Pharmaceuticals Reports Fourth Quarter and Full Year 2021 Financial Results, Issues 2022 Financial Guidance and Provides Business Update Worldwide Ocaliva® net sales of $92.4 million and $363.5 million for the fourth quarter and full year 2

EX-99.1 2 tm228144d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Intercept Pharmaceuticals Reports Fourth Quarter and Full Year 2021 Financial Results, Issues 2022 Financial Guidance and Provides Business Update Worldwide Ocaliva® net sales of $92.4 million and $363.5 million for the fourth quarter and full year 2021, representing 11% and 16% growth over the prior year Company provides 2022 Ocaliva net sa

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

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

Description of Securities of the Registrant

Exhibit 4.11 ? Description of the Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 ? Description of the Registrant's Common Stock ? References to ?Intercept," "our" and the ?Company? herein are, unless the context otherwise indicates, only to Intercept Pharmaceuticals, Inc. and not to any of its subsidiaries. ? Description of Common Stock ? General ?

Subsidiaries of the Registrant

Exhibit 21.1 ? SUBSIDIARIES OF THE REGISTRANT ? ? ? ? ? Name ? Jurisdiction of Incorporation or Organization Intercept Pharma International Limited ? Republic of Ireland Intercept Pharmaceuticals, LLC ? Delaware Intercept Italia S.r.l. ? Italy Intercept Pharma Europe Ltd. ? England and Wales Intercept Pharma UK & Ireland Ltd ? England and Wales Intercept Pharma Ltd ? England and Wales Intercept Ph

Financial Statements and Exhibits, Results of Operations and Financial Condition

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, 2022 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File Num

ICPT / Intercept Pharmaceuticals 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: Intercept Pharmaceuticals Inc. Title of Class of Securities: Common Stock CUSIP Number: 45845P108 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

Agreement of Lease, dated February 7, 2022, between United States Fire Insurance Company as Landlord and the Registrant as Tenant

EX-10.1 2 tm225798d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 AGREEMENT OF LEASE BETWEEN UNITED STATES FIRE INSURANCE COMPANY, as Landlord, -and- INTERCEPT PHARMACEUTICALS, INC., as Tenant. Dated: February 7, 2022 Building: 305 Madison Avenue Morristown, New Jersey [Certain identified information has been excluded from the exhibit because it is both not material and is the type that the registrant trea

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 7, 2022 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File

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 7, 2022 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File

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 1, 2022 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File

EX-99.1

Exhibit 99.1 EXHIBIT 99.1 - JOINT FILING AGREEMENT The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the complete

2022 Cash Incentive Plan - Form of Performance-Based Award Agreement

Exhibit 10.2 INTERCEPT PHARMACEUTICALS, INC. 2022 CASH INCENTIVE PLAN PERFORMANCE-BASED AWARD AGREEMENT Participant: [NAME] This Performance-Based Award Agreement (the ?Performance-Based Award Agreement?), dated as of , 2022 (the ?Date of Grant?), is made by and between Intercept Pharmaceuticals, Inc. (the ?Company?) and the participant named above (the ?Participant?) under the Intercept Pharmaceu

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 25, 2022 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File

2022 Cash Incentive Plan

Exhibit 10.1 INTERCEPT PHARMACEUTICALS, INC. 2022 CASH INCENTIVE PLAN ARTICLE 1 ESTABLISHMENT, OBJECTIVES AND DURATION 1.1 Establishment of the Plan. Intercept Pharmaceuticals, Inc. (the ?Company? or ?Intercept?), hereby establishes this Intercept Pharmaceuticals, Inc. 2022 Cash Incentive Plan (hereinafter referred to as the ?Plan?), as set forth in this document. The Plan permits the grant of cas

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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, 2022 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File N

Regulation FD Disclosure, Financial Statements and Exhibits

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 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File

Intercept Pharmaceuticals Provides Update on Phase 3 REVERSE Trial in Compensated Cirrhosis Due to NASH Study remains ongoing; top-line data anticipated in Q1 2022 versus near the end of the year

EX-99.1 2 tm2135889d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Intercept Pharmaceuticals Provides Update on Phase 3 REVERSE Trial in Compensated Cirrhosis Due to NASH Study remains ongoing; top-line data anticipated in Q1 2022 versus near the end of the year NEW YORK, Dec. 20, 2021 – Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT), a biopharmaceutical company focused on the development and commercializa

Regulation FD Disclosure, Financial Statements and Exhibits

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 9, 2021 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File

Intercept Announces Withdrawal of EMA Marketing Authorization Application for Obeticholic Acid for Advanced Liver Fibrosis Due to NASH

Exhibit 99.1 Intercept Announces Withdrawal of EMA Marketing Authorization Application for Obeticholic Acid for Advanced Liver Fibrosis Due to NASH New York, (Dec. 09, 2021) - Intercept Pharmaceuticals, Inc. (NASDAQ: ICPT), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat progressive non-viral liver diseases, today announced that it has fo

Intercept Pharmaceuticals Reports Third Quarter 2021 Financial Results and Provides Business Update Worldwide Ocaliva® net sales of $92.8 million, representing 17% growth over the prior year quarter Company increases 2021 guidance of Ocaliva net sale

Exhibit 99.1 Intercept Pharmaceuticals Reports Third Quarter 2021 Financial Results and Provides Business Update Worldwide Ocaliva? net sales of $92.8 million, representing 17% growth over the prior year quarter Company increases 2021 guidance of Ocaliva net sales to $355 million to $370 million and narrows Non-GAAP adjusted operating expense guidance to $380 to $395 million NASH data generation r

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

? 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

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, 2021 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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, 2021 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (

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

As filed with the Securities and Exchange Commission on September 29, 2021 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Amendment No. 4) (Final Amendment) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Amendment No. 4) (Final Amendment) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.001 Per Share (Title of Cl

Form of Reminder Email to Eligible Participants.

Exhibit (a)(1)(Q) Form of Reminder Email to Eligible Participants Regarding the Option Exchange From: Corporate Communications To: Eligible Population Only Date: Thursday September 16, 2021 9:00AM ET Subject: IMPORTANT: FINAL REMINDER - ONLY 2 DAYS LEFT TO PARTICIPATE IN THE OPTIONS EXCHANGE! Dear colleagues: Many of you have already decided to participate in the options exchange, but for those of you who have not, this is a final reminder that the offer to exchange your Eligible Options for New Options is still open, and you have time to make an election before 11:59 p.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Amendment No. 3) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Amendment No. 3) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.001 Per Share (Title of Class of Securities)

Form of Reminder Email to Eligible Participants from Chief Human Resources Officer.

EX-99.(A)(1)(P) 2 tm2125174d3exa1p.htm EXHIBIT (A)(1)(P) Exhibit (a)(1)(P) Form of Reminder Email to Eligible Participants Regarding the Option Exchange To: Eligible Employee Population Subject: IMPORTANT REMINDER - ONLY 5 DAYS LEFT TO PARTICIPATE IN THE OPTIONS EXCHANGE! Dear colleagues: I am writing to you to let you know that the offer to exchange your Eligible Options for New Options is still

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Amendment No. 2) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Amendment No. 2) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.001 Per Share (Title of Class of Securities)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Amendment No. 1) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Nam

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO/A (Amendment No. 1) (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.001 Per Share (Title of Class of Securities)

Option Exchange Webinar Presentation Slides.

EX-99.(A)(5)(D) 4 tm2125174d2exa5d.htm EXHIBIT (A)(5)(D) Exhibit (a)(5)(D) FOR INTERNAL USE ONLY. DO NOT DUPLICATE OR DISTRIBUTE Intercept’s Option Exchange Offering An Offer to Exchange Eligible Options for New Options Employee Meetings August 2021 – September 2021 FOR INTERNAL USE ONLY. DO NOT DUPLICATE OR DISTRIBUTE Introductions Rick Johnson Vice President, Head of Total Rewards David Ford CHR

Option Exchange Webinar Presentation Script.

Exhibit (a)(5)(E) Cover ? Transition to Slide 2 Slide 2: Hello and welcome to our presentation on Intercept?s Option Exchange Offering ? which is now open as of August 16th.

Option Exchange Computation Tool.

Exhibit (a)(1)(N) Intercept Stock Option Exchange Break-Even Illustrative Excel Model General instructions: Do not change black numbers.

Eligible Participant Communication, dated September 1, 2021.

EX-99.(A)(1)(O) 3 tm2125174d2exa1o.htm EXHIBIT (A)(1)(O) Exhibit (a)(1)(O) Date: September 1, 2021 To: All Eligible Employees From: Total Rewards Mailbox Subject: Option Exchange Modeling Tool & Updated Exchange Presentation Dear colleagues, For those of you who have already attended one of the information sessions about the option exchange or reviewed the Aon exchange site, you are aware that you

First Supplemental Indenture (including the Form of Note), dated as of August 17, 2021, between the Registrant and U.S. Bank National Association, as trustee and as collateral agent

Exhibit 4.2 INTERCEPT PHARMACEUTICALS, INC. AND U.S. BANK NATIONAL ASSOCIATION, as Trustee and Collateral Agent FIRST SUPPLEMENTAL INDENTURE Dated as of August 17, 2021 to Indenture for Senior Debt Securities Dated as of August 17, 2021 3.50% Convertible Senior Secured Notes due 2026 TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 2 Section 1.02. References to Interest 22 Se

Indenture, dated as of August 17, 2021, between the Registrant and U.S. Bank National Association, as trustee

EX-4.1 2 tm2125231d1ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 INTERCEPT PHARMACEUTICALS, INC. and U.S. BANK NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of August 17, 2021 SENIOR DEBT SECURITIES TABLE OF CONTENTS PAGE Article 1 DEFINITIONS Section 1.01 Certain Terms Defined 1 Article 2 SECURITIES Section 2.01 Forms Generally 5 Section 2.02 Form of Trustee’s Certificate of Authentication 5 Section 2

Security Agreement, dated as of August 17, 2021, among the Registrant, the Guarantors that may from time to time be a party thereto and U.S. Bank National Association, as collateral agent

Exhibit 10.1 SECURITY AGREEMENT among INTERCEPT PHARMACEUTICALS, INC., as Issuer, and THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent Dated as of August 17, 2021 TABLE OF CONTENTS Page Article I DEFINITIONS AND INTERPRETATION 2 SECTION 1.1 Definitions 2 SECTION 1.2 Interpretation 8 SECTION 1.3 Resolution of Drafting Ambiguities 8

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 23, 2021 (August 17, 2021) Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668

Form of Email to Eligible Participants Confirming Acceptance of Eligible Options.

Exhibit (a)(1)(H) FORM OF EMAIL TO ELIGIBLE PARTICIPANTS CONFIRMING ACCEPTANCE OF ELIGIBLE OPTIONS From: Intercept Pharmaceuticals, Inc.

Form of Registration Email.

EX-99.(A)(1)(K) 12 tm2125174d1exa1k.htm EXHIBIT (A)(1)(K) Exhibit (a)(1)(K) FORM OF REGISTRATION EMAIL From: Aon Subject: Confirm your E-mail Please confirm your email by clicking here.

Form of Announcement Email to Eligible Participants.

Exhibit (a)(1)(B) FORM OF ANNOUNCEMENT EMAIL TO ELIGIBLE PARTICIPANTS From: Aon Subject: Intercept Pharmaceuticals, Inc.

Option Exchange Webinar Presentation Slides.

Exhibit (a)(5)(D) Intercept?s Option ExchangeOffering An Offer to Exchange Eligible Options for New Options Employee Meetings August 2021 ? September 2021 FOR INTERNAL USE ONLY.

Form of Expiration Notice Email.

Exhibit (a)(1)(J) FORM OF EXPIRATION NOTICE EMAIL From: Intercept Pharmaceuticals, Inc.

Form of New Option Agreement.

Exhibit (a)(1)(L) INTERCEPT PHARMACEUTICALS, INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION GRANT Stock Option Grant Notice (Employees only) Intercept Pharmaceuticals, Inc. (the "Company") hereby grants to the participant named below (the "Participant") an option of the type specified below (this "Option") to purchase up to the number of shares of the Company's common stock, par value $0.001 per sha

Election Form on the Exchange Website.

Exhibit (a)(1)(C) Website Text: Home Document Library My Options Log Out The election period closes on 9/17/2021.

Offer to Exchange Eligible Options for New Options, dated August 16, 2021.

Exhibit (a)(1)(A) INTERCEPT PHARMACEUTICALS, INC. 10 HUDSON YARDS, 37th FLOOR NEW YORK, NEW YORK 10001 OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR NEW OPTIONS August 16, 2021 INTERCEPT PHARMACEUTICALS, INC. SUMMARY TERM SHEET ? OVERVIEW OFFER TO EXCHANGE ELIGIBLE OPTIONS FOR NEW OPTIONS This offer and withdrawal rights will expire at 11:59 p.m., Eastern Daylight Time, on Friday, September 17, 2021, unl

Option Exchange Program Overview Video Presentation Transcript.

Exhibit (a)(5)(A) Storyboard: Intercept Pharma | UWSO | Intercept's Option Exchange Program Overview (2021) Scene 1 (00m00s - 00m06s) Words on-screen: Intercept?s Option Exchange Program Overview Description: https://equitv.

Option Exchange Webinar Presentation Script.

Exhibit (a)(5)(E) Cover ? Transition to Slide 2 Slide 2: Hello and welcome to our presentation on Intercept?s Option Exchange Offering ? which is now open as of August 16th.

Form of Email Confirming Receipt of Notice of Withdrawal of Election Form.

Exhibit (a)(1)(F) FORM OF EMAIL CONFIRMING RECEIPT OF NOTICE OF WITHDRAWAL OF ELECTION From: Aon Subject: Confirmation of Receipt of Option Exchange Election This email is to confirm receipt of the changes to your options through Aon's UWSO Exchange Site.

Eligible Participant Communication, sent on August 16, 2021.

Exhibit (a)(1)(M) Date: 8/16/2021 To: All ICPT Employees From: David Ford, Chief Human Resources Officer Subject: THE STOCK OPTION EXCHANGE PROGRAM KICKS OFF TODAY Dear Colleagues: We are excited to announce that we are formally kicking off the stock option exchange program today.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO (Rule 13e-4) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 INTERCEPT PHARMACEUTICALS, INC. (Name of Subject Company (Issuer) and Filing Person (Offeror)) Options to Purchase Common Stock, Par Value $0.001 Per Share (Title of Class of Securities) 45845P108 (CUSIP Nu

Option Exchange Example Video Presentation Transcript.

Exhibit (a)(5)(C) Storyboard: Intercept Pharma | UWSO | Option Exchange Example (2021) Scene 1 (00m00s - 00m06s) Words on-screen: ? Option Exchange Example Description: https://equitv.

Form of Email Confirming Receipt of Election Form.

Exhibit (a)(1)(E) FORM OF EMAIL CONFIRMING RECEIPT OF OPTION EXCHANGE ELECTION From: Aon Subject: Confirmation of Receipt of Option Exchange Election This email is to confirm receipt of the changes to your options through Aon's UWSO Exchange Site.

Notice of Withdrawal of Election Form on the Exchange Website.

Exhibit (a)(1)(D) Website Text: Home Document Library My Options Log Out The election period closes on 9/17/2021.

Form of Reminder Email to Eligible Participants Regarding the Expiration of the Exchange Offer.

Exhibit (a)(1)(G) FORM OF REMINDER EMAIL TO ELIGIBLE HOLDERS REGARDING THE EXPIRATION OF THE EXCHANGE OFFER From: Intercept Pharmaceuticals, Inc.

Form of Email Notice Regarding Rejection of Options for Exchange.

Exhibit (a)(1)(I) FORM OF EMAIL NOTICE REGARDING REJECTION OF OPTIONS FOR EXCHANGE From: Intercept Pharmaceuticals, Inc.

Tender Offering Video Presentation Transcript.

Exhibit (a)(5)(B) Storyboard: Intercept Pharma | UWSO | The Tender Offering (2021) Scene 1 (00m00s - 00m06s) Words on-screen: ? The Tender Offering Description: https://equitv.

Form of Exchange Agreement for the 2026 Notes

EX-10.2 3 tm2124687d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 Intercept Pharmaceuticals, Inc. Exchange of 2.00% Convertible Senior Notes due 2026 for Newly Issued 3.50% Convertible Senior Secured Notes due 2026 FORM OF EXCHANGE AGREEMENT Dated as of August 10, 2021 The undersigned (the “Holder”), for itself and on behalf of the beneficial owners listed on Exhibit B.1 hereto (“Accounts”) for whom the H

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, 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, 2021 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File N

Intercept Pharmaceuticals Announces Convertible Notes Exchange, New Issuance and Stock Repurchase

Exhibit 99.1 Intercept Pharmaceuticals Announces Convertible Notes Exchange, New Issuance and Stock Repurchase NEW YORK, August 10, 2021 ? Intercept Pharmaceuticals, Inc. (Nasdaq: ICPT) (?Intercept?), a biopharmaceutical company focused on the development and commercialization of novel therapeutics to treat progressive non-viral liver diseases, announced today that it has entered into privately ne

Form of Exchange Agreement for the 2023 Notes

EX-10.1 2 tm2124687d1ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Intercept Pharmaceuticals, Inc. Exchange of 3.25% Convertible Senior Notes due 2023 for Newly Issued 3.5% Convertible Senior Secured Notes due 2026 FORM OF EXCHANGE AGREEMENT Dated as of August 10, 2021 The undersigned (the “Holder”), for itself and on behalf of the beneficial owners listed on Exhibit B.1 hereto (“Accounts”) for whom the Ho

Form of Subscription Agreement

EX-10.3 4 tm2124687d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 Intercept Pharmaceuticals, Inc. 3.50% Convertible Senior Secured Notes due 2026 FORM OF SUBSCRIPTION AGREEMENT Dated as of August 10, 2021 The undersigned (the “Purchaser”), for itself and on behalf of the accounts (if any) listed on Exhibit B-1 hereto (“Accounts”) for whom the Purchaser holds contractual and investment authority (each, inc

Intercept Pharmaceuticals Reports Second Quarter 2021 Financial Results and Provides Business Update Worldwide Ocaliva® net sales of $96.6 million, representing 25% growth over the prior year quarter Company reiterates 2021 financial guidance of Ocal

EX-99.1 2 tm2123441d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Intercept Pharmaceuticals Reports Second Quarter 2021 Financial Results and Provides Business Update Worldwide Ocaliva® net sales of $96.6 million, representing 25% growth over the prior year quarter Company reiterates 2021 financial guidance of Ocaliva net sales guidance of $325 million to $340 million and Non-GAAP adjusted operating expen

Employment Agreement, effective June 2, 2021, between the Registrant and M. Michelle Berrey

EX-10.2 3 icpt-20210630xex10d2.htm EX-10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of 2 June, 2021, is entered into by Intercept Pharmaceuticals, Inc. (the “Company”) and M. Michelle Berrey (“Executive”). WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company. NOW THEREFORE, in consideration of

Employment Agreement, effective May 17, 2021, between the Registrant and Andrew Saik

Exhibit 10.1 EMPLOYMENT AGREEMENT ? THIS EMPLOYMENT AGREEMENT (the ?Agreement?), made effective as of 17 May, 2021, is entered into by Intercept Pharmaceuticals, Inc. (the ?Company?) and Andrew Saik (?Executive?). ? WHEREAS, the Company desires to employ Executive, and Executive desires to be employed by the Company. ? NOW THEREFORE, in consideration of the mutual covenants and promises contained

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

? 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 numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): July 29, 2021 Intercept Pharmaceuticals, Inc. (Exact Name of Registrant as Specified in Charter) Delaware (State or Other Jurisdiction of Incorporation) 001-35668 (Commission File Num

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 Intercept Pharmaceuticals, Inc. (Name of Subject Company (Issuer) and Filing Person (as Offeror)) Options to Purchase Common Stock, par value $0.001 per share (Title of Class of Securities) 45845P108 (CUSIP Number of Class of Securit

Employee Communication sent on July 19, 2021

EX-99.1 2 ex99-1.htm EXHIBIT 99.1: EMPLOYEE COMMUNICATION Exhibit 99.1 Subject: Stock Options Exchange Program – Delayed Launch Dear Colleagues: I am writing to you this morning to inform you that the opening of our Stock Options Exchange program that we had planned to open today will be slightly delayed. We expect the delay to be short and for the exchange to open in August. As you may recall fro

Employee Communication sent on July 1, 2021

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 - EMPLOYEE COMMUNICATION SENT ON JULY 1, 2021 Exhibit 99.1 Subject: SAVE THE DATES – IMPORTANT REMINDER OF UPCOMING STOCK OPTIONS EXCHANGE PROGRAM IN JULY 2021 Dear Colleagues: As you are aware, it is our intention to provide eligible employees a chance to participate in our Stock Options Exchange program. I’m pleased to advise you that our plan is to make this av