M&A - Intra-Cellular Therapies, Inc.

Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525071325

Filing Summary: On April 2, 2025, Intra-Cellular Therapies, Inc. merged with Johnson & Johnson through a wholly owned subsidiary, Fleming Merger Sub Inc. Under the terms of the Merger Agreement dated January 10, 2025, each outstanding share of Intra-Cellular Therapies' common stock was converted into $132.00 in cash. This resulted in approximately $14.6 billion being paid to shareholders, funded by Johnson & Johnson's cash reserves. Following the merger, Intra-Cellular Therapies became a wholly-owned subsidiary of Johnson & Johnson, leading to a complete change in control. The Nasdaq was notified to halt trading of the company’s shares and delist them. Subsequent actions include filing a Form 25 and then a Form 15 to conclude registration of shares and suspend reporting obligations. Several changes in corporate governance occurred, with previous directors of Intra-Cellular resigning and the bylaws being amended to reflect the new ownership structure. Key compensation structures for options and RSUs were modified in accordance with the merger terms.

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Form Type: POS AM

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071328

Filing Summary: On April 2, 2025, Intra-Cellular Therapies, Inc. filed Post-Effective Amendment No. 4 to Form S-1 on Form S-3 in connection with the closing of a merger transaction with Johnson & Johnson. This merger was executed under the terms of the Merger Agreement dated January 10, 2025, where a subsidiary of Johnson & Johnson merged with Intra-Cellular Therapies, which will continue to operate as a wholly owned subsidiary of Johnson & Johnson. As a result of this merger, Intra-Cellular Therapies has terminated all offerings of its securities under its existing registration statements, including the Registration Statement originally declared effective on December 18, 2013. The filing also includes the deregistration of any unsold securities related to the company.

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Form Type: POSASR

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525071392

Filing Summary: On April 2, 2025, Intra-Cellular Therapies, Inc. filed a Post-Effective Amendment to Form S-3 registration statement with the SEC. This amendment is related to the closing transactions of a merger between Intra-Cellular Therapies, Inc. and Johnson & Johnson's wholly owned subsidiary, Fleming Merger Sub, Inc., which took place on this date. As a result of the merger, Intra-Cellular Therapies, Inc. has become a wholly owned subsidiary of Johnson & Johnson. The company has terminated all offerings of its securities under existing registration statements and has removed from registration any unsold securities that were registered. The registration statement has been amended to reflect the deregistration of such securities and to terminate its effectiveness. The filing was signed by Randall Nixon, Secretary of Intra-Cellular Therapies, who certifies compliance with the requirements for filing.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: New

Accession Number: 000119312525071334

Filing Summary: On April 2, 2025, Intra-Cellular Therapies, Inc. filed Post-Effective Amendments No. 1 to several Registration Statements on Form S-8. These amendments relate to the deregistration of securities following the closing of a merger with Johnson & Johnson, where Intra-Cellular Therapies became a wholly owned subsidiary of Johnson & Johnson. The amendments are necessary due to the termination of all offerings under the existing registration statements, resulting in the removal from registration of any unsold securities and unissued plan interests. The filing reflects compliance with the Securities Act of 1933, confirming the Company is meeting the requirements for Form S-8 filings.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071353

Filing Summary: On April 2, 2025, Intra-Cellular Therapies, Inc. filed Post-Effective Amendments to multiple Registration Statements on Form S-8. These amendments are in relation to the termination of all securities offerings due to the completion of a merger with Fleming Merger Sub, Inc., a wholly owned subsidiary of Johnson & Johnson, as per an agreement dated January 10, 2025. Following the merger, Intra-Cellular Therapies, Inc. continues as a wholly owned subsidiary of Johnson & Johnson. This filing includes details of securities previously registered, which are now deregistered as they remain unsold post-merger, and reflects the termination of the existing registration statements under the Securities Act of 1933.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071359

Filing Summary: On April 2, 2025, Intra-Cellular Therapies, Inc. filed Post-Effective Amendments to multiple Registration Statements on Form S-8. This filing relates to the closing of a merger with Johnson & Johnson, as per the Merger Agreement dated January 10, 2025. As a result of the merger, Intra-Cellular Therapies, Inc. has become a wholly owned subsidiary of Johnson & Johnson. The company has terminated all offerings of its securities under the existing registration statements, and as such, has deregistered any unsold securities previously registered. The document amends the Registration Statements to reflect this deregistration and terminate their effectiveness. Prior Registration Statements include registrations of various amounts of shares under different equity incentive plans that are now void due to the merger.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071360

Filing Summary: On April 2, 2025, Intra-Cellular Therapies, Inc. filed a post-effective amendment to several Registration Statements on Form S-8 in connection with the completion of a merger, where Merger Sub, a wholly owned subsidiary of Johnson & Johnson, merged into Intra-Cellular Therapies, with the latter surviving the merger. This filing indicates the termination of all offerings of the company's securities previously registered under the Securities Act due to the merger. The amendment reflects the deregistration of unsold securities and any unissued plan interests. The Registration Statements affected include those filed on various dates from 2014 to 2024, encompassing a total of shares pertaining to the 2003, 2013, 2018 Equity Incentive Plans, and a 2019 Inducement Award Plan.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071365

Filing Summary: On April 2, 2025, Intra-Cellular Therapies, Inc. filed Post-Effective Amendments to multiple Registration Statements on Form S-8 to deregister shares associated with their existing equity incentive plans. This filing is necessitated by the completion of a merger with Johnson & Johnson, in which Intra-Cellular was merged into Fleming Merger Sub, a wholly owned subsidiary of Johnson & Johnson, with Intra-Cellular continuing as a wholly owned subsidiary. The registration statements covered the issuance of a total of 3,037,515 shares from various equity incentive plans, including the ITI, Inc. 2003 Equity Incentive Plan, the Amended and Restated 2013 Equity Incentive Plan, and others. Following the merger, the company is terminating all offerings of its securities under the previous registration statements, resulting in a removal from registration of all unsold securities and any unissued plan interests. This deregistration is a compliance measure pursuant to the Securities Act of 1933, as amended, indicating the conclusion of the equity offerings associated with these plans.

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Form Type: S-8 POS

Filing Date: 2025-04-02

Corporate Action: Merger

Type: Update

Accession Number: 000119312525071368

Filing Summary: On April 2, 2025, Intra-Cellular Therapies, Inc. filed Post-Effective Amendments to several Registration Statements on Form S-8 due to the completion of a merger transaction. The merger, executed under the Agreement and Plan of Merger dated January 10, 2025, involved Johnson & Johnson and Fleming Merger Sub, Inc. Merger Sub was merged with Intra-Cellular Therapies, which will continue as a wholly owned subsidiary of Johnson & Johnson. Consequently, all securities offerings previously registered are terminated, and any unsold securities are removed from registration. The amendments reflect deregistration of these securities in accordance with relevant regulations.

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Form Type: 8-K

Filing Date: 2025-03-27

Corporate Action: Merger

Type: New

Accession Number: 000119312525065507

Filing Summary: On March 27, 2025, Intra-Cellular Therapies, Inc. held a special meeting of stockholders regarding a proposed merger with Johnson & Johnson. The merger involves Merger Sub merging with Intra-Cellular, making it a wholly owned subsidiary of Johnson & Johnson. In total, 77,949,560 shares of common stock were represented, constituting a quorum. Two proposals were voted upon: adopting the Merger Agreement and approving compensation for executive officers related to the merger. Both proposals were approved, with the merger expected to close around April 2, 2025. The report contains forward-looking statements about the potential benefits, timing, and risks associated with the transaction, including possible disruptions and uncertainties that could affect the outcome of the merger.

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Form Type: 10-K/A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000162828025014154

Filing Summary: This Amendment No. 1 on Form 10-K/A amends the Annual Report on Form 10-K for Intra-Cellular Therapies, Inc. for the fiscal year ended December 31, 2024, originally filed on February 21, 2025. The purpose of this amendment is to include omitted information required by Part III of the Annual Report, update the exhibit list, and include new certifications by the principal executive officer and financial officer under Section 302 of the Sarbanes-Oxley Act. It also discloses the grant of a cash retention bonus to Suresh Durgam, M.D., amounting to $800,000. The document notes that the company entered into a Merger Agreement with Johnson & Johnson on January 10, 2025, where a subsidiary of J&J will merge with Intra-Cellular Therapies, making it a wholly owned subsidiary. The Merger will see each share converted into the right to receive $132.00 in cash upon closing, subject to conditions, including stockholder approval on March 27, 2025.

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Form Type: 8-K

Filing Date: 2025-03-18

Corporate Action: Merger

Type: Update

Accession Number: 000119312525056750

Filing Summary: Intra-Cellular Therapies, Inc. has provided an update regarding its proposed merger with Johnson & Johnson under the Agreement and Plan of Merger dated January 10, 2025. The Special Meeting for stockholders to vote on this merger is scheduled for March 27, 2025, with eligible voters determined by stockholders of record as of February 13, 2025. Legal challenges have arisen, including lawsuits filed in both New York and New Jersey against the Company and its Board of Directors alleging negligent misrepresentation in the Proxy Statement. In response to these allegations, Intra-Cellular is voluntarily supplementing the Proxy Statement with additional disclosures, despite asserting that the claims lack merit. The Company detailed the supplemental disclosures, which include additional financial analyses and comparisons to industry standards, alongside information regarding stock price targets and premiums in recent transactions. Intra-Cellular Therapies is committed to ensuring transparency with its stockholders leading up to the Special Meeting and emphasizes it will not admit to the necessity of disclosures beyond what is legally required.

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Form Type: DFAN14A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525049944

Filing Summary: This document serves as a proxy statement regarding the proposed acquisition of Intra-Cellular Therapies, Inc. by Johnson & Johnson. It details communications from Johnson & Johnson's executives to Intra-Cellular Therapies employees, emphasizing the successful cultural alignment and commitment toward patient care that both companies share. The communication assures transparency and highlights the joint efforts to create innovative treatments for neuropsychiatric and neurodegenerative disorders. It also reminds investors and stockholders to review relevant SEC filings, including the definitive proxy statement filed on February 18, 2025, which contains crucial information concerning the transaction. Furthermore, it warns about the potential risks and uncertainties surrounding the acquisition process, such as shareholder approvals and integration challenges post-acquisition.

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Form Type: 8-K

Filing Date: 2025-03-03

Corporate Action: Merger

Type: Update

Accession Number: 000119312525043441

Filing Summary: Intra-Cellular Therapies, Inc. announced on March 3, 2025, that it has found its merger agreement with Johnson & Johnson's subsidiary Fleming Merger Sub, Inc. to be on track. The merger will result in the Company becoming a wholly owned subsidiary of Johnson & Johnson. The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired on February 26, 2025, which satisfies one of the conditions required for the merger closure. A special meeting of stockholders is scheduled for March 27, 2025, to vote on the merger agreement. The definitive proxy statement detailing the transaction was filed and mailed to stockholders on February 18, 2025, urging them to read it for important information regarding the merger.

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Form Type: DFAN14A

Filing Date: 2025-02-25

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525035283

Filing Summary: On February 25, 2025, Johnson & Johnson presented a town hall to employees of Intra-Cellular Therapies, Inc. (ITI), regarding its entry into a definitive agreement to acquire ITI. The announcement included a caution to not rely on forward-looking statements, highlighting risks and uncertainties associated with the acquisition process. Potential impacts on the closing conditions, stockholder voting, transaction completion, and business operations during the acquisition were discussed, as well as broader marketplace challenges including competition and regulatory hurdles. Participants in the solicitation of proxies for the acquisition were identified, and it was noted that relevant proxy materials will be filed with the SEC. Stockholders are encouraged to read all related documents as they may contain important information.

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Form Type: 10-K

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025006993

Filing Summary: Intra-Cellular Therapies, Inc. has entered into a definitive agreement with Johnson & Johnson for the acquisition of the company at a price of $132 per share, totaling approximately $14.6 billion. This transaction is anticipated to close within the year after satisfying conditions such as stockholder approval and necessary regulatory approvals. The company remains focused on its psychiatric and neurological drug development programs, with ongoing clinical trials and product commercialization, particularly for its main product, CAPLYTA (lumateperone), which is approved for the treatment of schizophrenia and bipolar depression.

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Form Type: PREM14A

Filing Date: 2025-02-05

Corporate Action: Merger

Type: New

Accession Number: 000119312525020900

Filing Summary: Intra-Cellular Therapies, Inc. (ITI) is proposing a merger with Johnson & Johnson and its subsidiary Fleming Merger Sub, Inc. Shareholders are invited to a virtual special meeting to vote on several proposals including the approval of the Merger Agreement dated January 10, 2025. Upon completion of the merger, ITI will become a wholly owned subsidiary of Johnson & Johnson, converting each share of common stock into $132.00 in cash. The board recommends shareholders vote in favor of the merger proposal, the advisory compensation proposal for named executive officers related to the merger, and an adjournment proposal if necessary to gather more votes. The merger is conditional on certain approvals and shareholder votes. ITI's stock will cease to be publicly traded after the merger, and shareholders will have rights to appraisal under Delaware law if they properly demand them.

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Form Type: DFAN14A

Filing Date: 2025-01-22

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525010511

Filing Summary: On January 22, 2025, Johnson & Johnson announced plans to acquire Intra-Cellular Therapies, Inc., a biopharmaceutical company focused on therapeutics for central nervous system disorders. This acquisition is seen as a strategic move to enhance Johnson & Johnson's position in neuroscience and to drive sales growth. Joaquin Duato, Chairman and CEO of Johnson & Johnson, highlighted the company's commitment to advancing mental health care through this agreement, which is expected to solidify revenue projections beyond current expectations. Additionally, the executives expressed excitement about the integration of Intra-Cellular's product pipeline and their current sales growth, particularly for CAPLYTA, which is indicated for schizophrenia and bipolar depression. The acquisition entails various risks, including regulatory approvals and potential stockholder voting outcomes, and emphasizes the importance of addressing the global depression crisis. The communication also outlines caution regarding forward-looking statements and details about the anticipated filing of relevant materials with the SEC.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525004990

Filing Summary: On January 10, 2025, Intra-Cellular Therapies, Inc. entered into a Merger Agreement with Johnson & Johnson and Fleming Merger Sub, Inc., whereby Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Johnson & Johnson. Upon the effective time of the merger, each share of the Company's common stock will convert into the right to receive $132.00 per share in cash, subject to customary closing conditions, including company stockholder approval and antitrust law compliance. The Company is restricted from soliciting alternative acquisition proposals and has certain conditions for terminating the agreement if a superior proposal emerges. A termination fee of $475,500,000 may be payable under specific circumstances if the merger agreement is terminated. The transaction is expected to close later in 2025.

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Form Type: DEFA14A

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525004994

Filing Summary: Intra-Cellular Therapies, Inc. entered into a Merger Agreement with Johnson & Johnson and Fleming Merger Sub, Inc. on January 10, 2025. Under the agreement, Fleming Merger Sub will merge with Intra-Cellular, with Intra-Cellular surviving as a wholly owned subsidiary of Johnson & Johnson. Each share of Intra-Cellular common stock will be converted into cash consideration of $132.00 per share. The closing of the merger is subject to customary conditions, including regulatory approvals and shareholder consent. A preliminary proxy statement will be filed for stockholder approval of the merger, and customary restrictions on soliciting alternative proposals are imposed. The merger includes termination rights and a significant termination fee for specified conditions if the merger does not close by July 10, 2025. A joint press release was issued on January 13, 2025, announcing the merger agreement.

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Form Type: DEFA14A

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525005389

Filing Summary: Intra-Cellular Therapies, Inc. (ITCI) announced a proposed merger transaction with Johnson & Johnson, detailed in an Agreement and Plan of Merger, dated January 10, 2025. Under this agreement, a subsidiary of Johnson & Johnson, Fleming Merger Sub, Inc., will merge with ITCI, which will become a wholly owned subsidiary of Johnson & Johnson. The transaction aims to leverage Johnson & Johnson's resources to enhance the availability of ITCI's CAPLYTA treatment and accelerate the development of new therapies for patients with psychiatric and neurological conditions. The completion of the transaction is contingent upon shareholder and regulatory approvals, with expectations set for later in the year. Multiple internal communications, including a CEO message and presentations, were circulated to inform employees about the implications and processes surrounding the merger. The necessity for continued separation of operations until the transaction's closure was emphasized, alongside the commitment to maintain current employee compensation and benefit structures.

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Form Type: DFAN14A

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525005390

Filing Summary: On January 13, 2025, Johnson & Johnson announced its definitive agreement to acquire Intra-Cellular Therapies, Inc. for $132.00 per share in cash, totaling approximately $14.6 billion. This acquisition aims to bolster Johnson & Johnson's neuroscience portfolio, particularly enhancing its treatment offerings in mental health disorders. Intra-Cellular's lead product, CAPLYTA® (lumateperone), is an FDA-approved therapy for bipolar I and II depression and schizophrenia, with potential approval for additional indications. The deal reflects Johnson & Johnson's strategy to advance care in neuropsychiatric and neurodegenerative diseases, leveraging Intra-Cellular's innovative pipeline. The transaction is subject to regulatory approvals and stockholder consent, and upon completion, Intra-Cellular's shares will be delisted from the Nasdaq. Johnson & Johnson expects to fund the acquisition through cash and debt, maintaining a focus on strengthening its balance sheet and supporting R&D and dividends. Analysts projected CAPLYTA® could achieve over $5 billion in peak sales, with further clinical potential in anxiety disorders and Alzheimer's-related conditions. The announcement underscores a significant commitment by Johnson & Johnson to address unmet needs in the mental health landscape, with potential impacts on earnings envisaged for the 2025 fiscal year.

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