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~~November 268, 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 No.)	(I.R.S. Employer Identification
Incorporation)		No.)

305 Madison Avenue
Morristown, NJ 07960

(Address of principal executive offices, including Zip Code)

(646) 747-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	ICPT	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~Item~~INTRODUCTORY ~~1.01~~NOTE ~~Entry into a Material Definitive Agreement.~~

As previously reported in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on September 26, 2023, Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated September 26, 2023, with Alfasigma S.p.A., an Italian società per azioni (joint stock company) (“Alfasigma”) and Interstellar Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Alfasigma (“Purchaser”). All capitalized terms used herein and not otherwise defined have the meanings given to such terms in the Merger Agreement.

OnPursuant ~~September~~to ~~26,~~the ~~2023~~Merger Agreement, ~~Intercept~~upon ~~Pharmaceuticals,~~the terms and subject to the ~~Inc.~~conditions thereof, Purchaser commenced a tender offer (the “~~Company~~Offer”) ~~entered~~on ~~into~~October an11, ~~Agreement~~2023, ~~and~~to ~~Plan~~acquire all of ~~Merger (~~the ~~“Merger~~outstanding shares ~~Agreement”)~~of ~~with~~the ~~Alfasigma~~Company’s ~~S.p.A.~~ common stock (the “~~Alfasigma~~Shares”) ~~and~~at ~~Interstellar~~an ~~Acquisition~~offer ~~Inc~~price of $19.00 per Share, anet ~~wholly~~to ~~owned~~the ~~subsidiary~~seller ofin ~~Alfasigma~~cash, without interest (the “~~Purchaser~~Offer Price”), subject to any applicable withholding taxes.

~~Pursuant~~The toOffer ~~the~~and ~~Merger~~related ~~Agreement,~~withdrawal ~~Purchaser~~rights expired as scheduled at one ~~will~~minute ~~commence~~after a11:59 ~~tender~~p.m., ~~offer~~Eastern Time on November 7, 2023 (such date, the “~~Offer~~Expiration Date”), toand ~~acquire~~the ~~all~~Offer ofwas not extended. Computershare Trust Company N.A., in its capacity as the ~~outstanding~~depositary ~~shares~~for the Offer, has advised that, as of the ~~Company’s~~expiration ~~common~~of ~~stock (~~the Offer, “31,158,412 Shares” (excluding Shares with respect to which notices of guaranteed delivery were delivered) were validly tendered and not validly withdrawn pursuant to the Offer, representing approximately 74.5% of the total number of Shares outstanding at anthe ~~offer~~time ~~price~~of the expiration of ~~$19~~the Offer.00 ~~per~~The ~~Share~~number of Shares tendered satisfied the Minimum Condition. As the Minimum Condition and each of the other conditions of the Offer have been satisfied, ~~net~~Purchaser has accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to the ~~seller~~Offer. inIn ~~cash~~addition, ~~without~~Computershare ~~interest~~Trust (Company N.A., in its capacity as depositary for the “Offer ~~Price”)~~, has advised ~~subject~~Purchaser that notices of guaranteed delivery have been delivered with respect to ~~any~~2,617,509 ~~applicable~~additional ~~withholding~~Shares, ~~taxes~~representing approximately 6.3% of the total number of Shares outstanding at the time of the expiration of the Offer.

~~The~~Following ~~obligation~~consummation of ~~Purchaser~~the toOffer, ~~purchase~~the ~~Shares~~remaining ~~tendered~~conditions into the ~~Offer~~merger isof ~~subject~~Purchaser towith and into the ~~satisfaction~~Company of(the “Merger”, and together with the ~~conditions~~Offer, the “Transaction”) set forth in ~~Annex I to~~ the Merger Agreement were satisfied, ~~including~~and ~~(i)~~on ~~there~~November ~~shall~~8, ~~have been~~2023, ~~validly~~Alfasigma ~~tendered~~completed ~~and~~its ~~not~~acquisition ~~validly~~of ~~withdrawn~~the ~~that~~Company ~~number~~by consummating the Merger without a meeting of ~~Shares~~stockholders ~~that,~~of ~~considered~~the ~~together~~Company ~~with~~in ~~all~~accordance ~~other~~with ~~Shares~~Section 251(~~if any~~h) ~~beneficially~~ ~~owned~~of bythe ~~Alfasigma~~General ~~and~~Corporation ~~its~~Law ~~affiliates,~~of ~~represents~~the ~~one~~State of ~~more~~Delaware, ~~Share~~with ~~than~~the ~~50%~~Company ofcontinuing as the ~~Shares~~surviving ~~outstanding~~corporation at (the ~~time~~“Surviving ofCorporation”). At the ~~expiration~~ effective time of the ~~Offer;~~Merger (~~ii)~~ the ~~Merger~~“Effective ~~Agreement~~Time”), ~~shall~~Shares not ~~have~~purchased ~~been~~pursuant ~~validly~~to ~~terminated~~the inOffer ~~accordance~~(other ~~with~~than ~~its~~certain ~~terms;~~excluded ~~(iii)~~Shares ~~the~~as described ~~expiration~~in orthe ~~termination~~Merger ofAgreement) ~~the~~were ~~waiting~~converted ~~period~~into ~~under~~ the ~~Hart-Scott-Rodino~~right ~~Antitrust~~to ~~Improvements~~receive ~~Act~~the ofOffer ~~1976,~~Price. asAs ~~amended;~~a ~~and~~result ~~(iv)~~of ~~those~~the ~~other~~Merger, ~~conditions~~the ~~set~~Company ~~forth~~became ina ~~Annex~~wholly owned Isubsidiary toof ~~the Merger Agreement~~Alfasigma.

~~Following~~Pursuant ~~the~~to ~~consummation of~~ the ~~Offer, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Alfasigma (the “~~Merger~~”). In~~ ~~the Merger~~Agreement, ~~each~~at ~~Share issued and outstanding immediately prior to~~ the ~~effective time (the “~~Effective Time~~”) of the Merger (other than certain excluded Shares as described in the Merger Agreement) will automatically be converted into the right to receive the Offer Price.~~:

~~Except~~· asEach ~~otherwise~~compensatory ~~agreed by the Company, Alfasigma and Purchaser, at the Effective Time, each~~ option to purchase Shares ~~under the Company’s equity plans~~ (each, a “Company Option”) that iswas outstanding and unexercised as of immediately prior to the Effective Time, whether or not vested, and ~~that~~which ~~has~~had a per ~~share~~Share exercise price that is less than $19.00 (each, an “In the ~~Offer~~Money ~~Price~~Option”), ~~will~~was be cancelled and converted into the right to receive a cash payment equal to ~~the product of~~ (iA) the excess of ~~the~~(x) ~~Offer~~$19.00 ~~Price~~ over (y) the exercise price payable per Share of such ~~Company~~In the Money Option, ~~and~~multiplied by (iiB) the total number of Shares subject to such ~~Company~~In ~~Option immediately prior to~~ the ~~Effective~~Money ~~Time. At the Effective Time, each Company~~ Option ~~other than those described in the preceding sentence that is then outstanding and unexercised as of~~ immediately prior to the Effective Time, ~~whether~~less orapplicable ~~not~~taxes ~~vested,~~required ~~will~~to be ~~cancelled~~withheld with norespect ~~consideration~~to ~~payable in~~such ~~respect thereof~~payment.

At· ~~the~~Each ~~Effective~~Company ~~Time,~~Option ~~each~~other ~~restricted~~than ~~stock unit~~an ~~with~~In ~~respect to Shares subject to performance vesting conditions granted under~~ the ~~Company’s~~Money ~~equity~~Option ~~plans (each, a “Company PSU”)~~ that iswas outstanding ~~as of immediately prior to the Effective Time will be cancelled~~ and ~~the~~unexercised ~~holder thereof will be entitled to receive a cash payment (without interest) equal to the product of the Offer Price and the number of Shares subject to such Company PSU~~ as of immediately prior to the Effective Time, ~~based~~whether ~~upon~~or ~~the~~not ~~actual~~vested, ~~level~~was ofcancelled ~~performance determined in accordance~~ with ~~the~~no ~~terms~~consideration ~~of the~~payable ~~applicable~~in ~~Company~~respect ~~PSU award agreement~~thereof.

At· ~~the~~Each ~~Effective Time, each~~ restricted stock unit with respect to Shares ~~granted~~subject ~~under~~to ~~the~~performance ~~Company’s~~vesting ~~equity~~conditions ~~plans,~~granted ~~other~~pursuant ~~than~~to the Company ~~PSUs,~~Equity Plans (each, a “Company ~~RSU~~PSU”) that iswas outstanding as of immediately prior to the Effective Time ~~will~~was becancelled ~~converted~~and ~~into~~ the ~~contingent~~holder ~~right~~thereof will be entitled to receive a cash payment (without interest) equal to the product of ~~the~~(x) ~~Offer~~$19.00 ~~Price~~ and (y) the number of Shares subject to such Company ~~RSU~~PSU as of immediately prior to the Effective Time~~. Subject~~ tobased ~~the~~upon ~~applicable holder’s continued service with Alfasigma or its affiliates after~~ the ~~consummation~~actual oflevel ~~the transaction, such contingent right to receive a cash payment in respect~~ of ~~Company~~performance ~~RSUs~~determined ~~will vest and become payable~~ in accordance with the ~~vesting schedule~~terms ~~(including any vesting acceleration provisions) that applied to the corresponding portion~~ of the applicable Company ~~RSUs~~PSU ~~immediately prior~~award toagreement, ~~the~~less ~~Effective~~applicable ~~Time.~~taxes ~~Such~~required ~~contingent right~~ to ~~receive~~be ~~cash~~withheld ~~payment~~with in respect ~~of Company RSUs will otherwise remain subject~~ to ~~the~~ ~~same~~such terms and conditions that are applicable to the underlying Company RSUs immediately prior to the Effective Time (except for terms rendered inoperative by reason of the transactions contemplated by the Merger Agreement)payment.

~~The~~· ~~Merger~~Each ~~Agreement~~restricted ~~includes~~stock ~~representations, warranties~~unit ~~and~~with ~~covenants~~respect ofto Shares granted pursuant to the ~~parties~~Company ~~customary~~Equity ~~for~~Plans other than Company PSUs (each, a ~~transaction~~“Company RSU”) that was outstanding as of ~~this~~immediately ~~nature.~~prior ~~Among~~to ~~other~~the ~~things,~~Effective ~~until~~Time was converted into the ~~earlier~~contingent ofright to receive a cash payment (without interest) equal to the ~~termination~~ product of (x) $19.00 and (y) the ~~Merger~~number ~~Agreement~~of orShares subject to such Company RSU as of immediately prior to the Effective Time, ~~the~~less ~~Company~~applicable ~~has~~taxes ~~agreed~~required to ~~operate~~be ~~its~~withheld ~~business~~with inrespect to such payment (the ~~ordinary~~“Company ~~course~~RSU ~~consistent~~Consideration”). Subject to the applicable holder’s continued service with ~~past practice~~Alfasigma and ~~has~~its ~~agreed~~affiliates to(which ~~certain~~includes ~~other~~Intercept ~~operating~~following ~~covenants~~the Effective Time), asthe ~~set~~Company ~~forth~~RSU ~~fully~~Consideration will vest and become payable in accordance with the ~~Merger~~vesting ~~Agreement.~~schedule ~~The~~(including ~~Merger~~any ~~Agreement~~vesting ~~also~~acceleration ~~prohibits~~ provisions) that applied to the ~~Company’s~~corresponding ~~solicitation~~portion of ~~proposals~~the ~~relating~~applicable toCompany ~~alternative~~RSUs ~~transactions~~immediately ~~and~~prior ~~restricts~~to the Effective Time. The Company’s ~~ability~~RSU toConsideration ~~furnish information~~will otherwise remain subject to, orthe ~~participate~~same interms ~~any~~and ~~discussions~~conditions orthat ~~negotiations~~were ~~with,~~applicable ~~any~~to ~~third~~the ~~party~~underlying ~~with~~Company ~~respect~~RSUs immediately prior to ~~any~~the ~~such~~Effective ~~transaction~~Time, ~~subject to~~except ~~certain~~for ~~limited~~terms ~~exceptions~~rendered inoperative by reason of the Offer or the Merger.

~~Either~~The ~~the~~foregoing ~~Company~~description orof ~~Alfasigma may terminate~~ the Merger Agreement ~~in certain circumstances, including if (i) the Offer~~ is not ~~completed~~complete ~~on or prior to midnight Eastern Time on January~~and ~~26,~~is ~~2024,~~qualified ~~subject to automatic extension for a period of 90 days~~ in ~~the~~its ~~event~~entirety that antitrust approval has not been obtained or a governmental authority of competent jurisdiction in a jurisdiction where either party operates their respective business or owns any material assets has issued a judgment or order preventing the consummation of the Offer or the Merger or any applicable law by ~~such~~reference a governmental authority makes consummation of the Offer or the Merger illegal (the “Outside Date”), (ii) a governmental authority of competent jurisdiction in a jurisdiction where either party operates their respective business or owns any material assets has issued a final, non-appealable judgment or order permanently preventing the consummation of the Offer or the Merger or any applicable law by such a governmental authority makes consummation of the Offer or the Merger illegal, or (iii) prior to the ~~Offer Acceptance Time (as defined in the~~ Merger Agreement~~) the other party breaches its representations~~, ~~warranties or covenants in the Merger Agreement in~~ a ~~way~~copy ~~that would cause certain conditions~~ of ~~the~~which ~~Offer~~is ~~not~~filed ~~to be satisfied, subject to the right of the breaching party to cure the breach~~ as ~~set~~Exhibit ~~forth in the Merger Agreement~~2. In1 ~~addition,~~to the Company’s ~~may terminate the Merger Agreement, subject to compliance with specified process and notice requirements, in~~Current ~~order~~Report toon ~~enter~~Form ~~into an agreement with a third party who has made a “Superior Offer” (as defined in the Merger Agreement) (provided that the Company complied in all material respects with its non~~8-~~solicitation~~K, ~~obligations~~filed with ~~respect to such Superior Offer), and Alfasigma may terminate~~ the ~~Merger~~SEC ~~Agreement~~on ifSeptember ~~the Company’s board of directors has changed its recommendation in favor of the Offer and the Merger~~26, ~~approved or recommended a third party “Acquisition Proposal” (as defined in the Merger Agreement)~~2023, ~~failed~~and tois ~~include~~incorporated ~~its~~herein ~~recommendation in the Schedule 14D-9, failed to publicly reaffirm its recommendation within three business days when requested~~ by ~~Alfasigma or has taken certain other specified actions described in the Merger Agreement (each a “Company Adverse Recommendation Change”)~~reference.

InItem ~~the~~1.01 ~~event~~- ofEntry ~~a termination of the Merger Agreement under certain specified circumstances, including (i) termination by the Company to enter~~ into ~~an agreement providing for~~ a ~~Superior Offer,~~Material ~~(ii)~~Definitive ~~termination by Alfasigma following a Company Adverse Recommendation Change, or (iii) termination by either the Company or Alfasigma if the closing of the transactions contemplated by the Merger~~ Agreement has not occurred by the Outside Date or termination by Alfasigma prior to the Offer Acceptance Time if the Company breaches its representations, warranties or covenants in the Merger Agreement in a way that would cause certain conditions of the Offer not to be satisfied (subject to the Company’s right to cure the breach as set forth in the Merger Agreement prior to such time of termination), and (A) a bona fide “Acquisition Proposal” (as defined in the Merger Agreement) has been publicly disclosed after the date of the Merger Agreement and such Acquisition Proposal has not been publicly withdrawn prior to such termination and (B) within twelve months following such termination, the Company enters into a definitive agreement for an Acquisition Proposal or consummates an Acquisition Proposal, in each case of the foregoing clauses (i)-(iii), the Company is required to pay Alfasigma a termination fee equal to $34,000,000.

~~This~~On ~~summary~~November is8, ~~qualified~~2023, inthe ~~its~~Company ~~entirety by~~and ~~reference~~U.S. toBank ~~the~~Trust ~~Merger Agreement~~Company, ~~which~~National Association is(as ~~filed~~successor asin ~~Exhibit~~interest 2to U.1S. ~~hereto~~Bank ~~and~~National ~~incorporated~~Association), ~~herein~~as bytrustee ~~reference.~~(the “Trustee”), entered into:

the third supplemental indenture, dated as of November 8, 2023 (the “2026 Convertible Notes Third Supplemental Indenture”), to the base indenture, dated as of July 6, 2016, as supplemented by the second supplemental indenture, dated as of May 14, 2019, each by and between the Company and the Trustee (the base indenture as so supplemented, the “2026 Convertible Notes Indenture”), relating to the Company’s 2.00% Convertible Senior Notes due 2026 (the “2026 Convertible Notes”); and

the second supplemental indenture, dated as of November 8, 2023 (the “2026 Convertible Secured Notes Second Supplemental Indenture”), to the base indenture, dated as of August 17, 2021, as supplemented by the first supplemental indenture, dated as of August 17, 2021, each by and between the Company and the Trustee (the base indenture as so supplemented, the “2026 Convertible Secured Notes Indenture” and, together with the 2026 Convertible Notes Indenture, the “Indentures,” and each, an “Indenture”), relating to the Company’s 3.50% Convertible Senior Secured Notes due 2026 (the “2026 Convertible Secured Notes” and, together with the 2026 Convertible Notes, the “Convertible Notes”).

As a result of the Merger, and pursuant to the 2026 Convertible Notes Third Supplemental Indenture and the 2026 Convertible Secured Notes Second Supplemental Indenture, from and after the Effective Time, the Convertible Notes are no longer convertible into shares of the Company’s common stock. Rather, a holder’s right to convert each $1,000 principal amount of the 2026 Convertible Notes and the 2026 Convertible Secured Notes, as applicable, into shares of the Company’s common stock has been changed to the right to convert such principal amount solely into a number of units of Reference Property (as defined in the applicable Indenture) in an aggregate amount equal to the conversion rate of the 2026 Convertible Notes or 2026 Convertible Secured Notes, as applicable, in effect on the applicable conversion date (subject to any adjustments pursuant to the terms of the applicable Indenture), with each unit of Reference Property consisting of $19.00 in cash. The foregoing descriptions of the Indentures and the transactions contemplated thereby are subject to and qualified in their entirety by reference to the full text of the Indentures as incorporated by reference in Exhibits 4.2, 4.8, 4.10 and 4.11 of Intercept’s most recent Annual Report on Form 10-K. Copies of the 2026 Convertible Notes Third Supplemental Indenture and the 2026 Convertible Secured Notes Second Supplemental Indenture are filed as Exhibits 4.1 and 4.2 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note and Item 3.01 are incorporated herein by reference.

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The consummation of the Transaction constitutes a Share Exchange Event, a Fundamental Change and a Make-Whole Fundamental Change (each as defined in the Indentures) under the Indentures. The effective date of each of the Fundamental Change and the Make-Whole Fundamental Change is November 8, 2023, the date of the consummation of the Transaction. For the avoidance of doubt, the notices filed as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K do not constitute the Fundamental Change Issuer Notice (as defined in the Indentures), which the Company will subsequently issue, pursuant to which each holder will have the right to require the Company to repurchase its Convertible Notes. As a result of the consummation of the Transaction, each holder also has the right to surrender its Convertible Notes for conversion. In addition, as a result of the Make-Whole Fundamental Change, holders of the 2026 Convertible Secured Notes who convert their Convertible Notes at any time beginning on November 8, 2023, the effective date of the Make-Whole Fundamental Change, and ending at 5:00 p.m., New York City time, on the business day immediately preceding the Fundamental Change Repurchase Date (as defined in the Indentures, which shall be specified in the Fundamental Change Issuer Notice that is not less than 20 calendar days or more than 35 calendar days following the date of the Fundamental Change Issuer Notice) (such period, the “Make-Whole Adjustment Period”), shall be entitled to convert their Convertible Notes at an increased conversion rate as described below.

Pursuant to the Indentures, the Company will issue the Fundamental Change Issuer Notice by November 28, 2023, which is the 20^th calendar day after the effective date of the Transaction, pursuant to which, each holder of the Convertible Notes will have the right, at the holder’s option, to require the Company to purchase for cash all of such holder’s Convertible Notes, or any portion thereof that is a multiple of $1,000 principal amount, on the Fundamental Change Repurchase Date, in accordance with and subject to the satisfaction by the holder of the requirements set forth in the Indentures, at a repurchase price (the “Fundamental Change Repurchase Price”) equal to 100% of the principal amount of such Convertible Notes, plus any accrued and unpaid interest thereon, to, but excluding, the Fundamental Change Repurchase Date.

In accordance with the Indentures and Section 2.01 of the 2026 Convertible Notes Third Supplemental Indenture and the 2026 Convertible Secured Notes Second Supplemental Indenture, holders who surrender their Convertible Notes for conversion from and after the Effective Time at any time when the Convertible Notes are convertible will receive cash in an amount equal to the Conversion Rate in effect on the Conversion Date (each as defined in the Indentures), multiplied by the Offer Price of $19.00 (less any applicable withholding taxes), and will not receive any Shares. Because the consummation of the Transaction constitutes a Make-Whole Fundamental Change, the Conversion Rate for the 2026 Convertible Secured Notes surrendered for conversion at any time during the Make-Whole Adjustment Period will be increased to the Conversion Rate equal to $1096.7161 per $1,000 principal amount of the 2026 Convertible Secured Notes. Any holder converting its Convertible Notes after the Make-Whole Adjustment Period will not be entitled to the increased Conversion Rate. The Conversion Rate for the 2026 Convertible Notes has not been increased.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The disclosures under the Introductory Note are incorporated herein by reference.

On November 8, 2023, the Company (i) notified the Nasdaq Stock Market LLC (“Nasdaq”) of the consummation of the Merger and (ii) requested that Nasdaq (A) suspend trading of the Shares effective before the opening of trading on November 8, 2023, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Shares will no longer be listed on Nasdaq. The Company intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 3.01, Item 5.01 and Item 5.03 are incorporated herein by reference.

Item 5.01 Changes in Control of Registrant.

The disclosures under the Introductory Note, Item 3.01, Item 5.02 and Item 5.03 are incorporated herein by reference.

As a result of the consummation of the Offer and the Merger, there was a change in control of the Company, and Alfasigma, as the direct parent of Purchaser, acquired control of the Company. To the knowledge of the Company, there are no arrangements which may at a subsequent date result in a further change in control of the Company.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As of the Effective Time, Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. These resignations were not a result of any disagreement between the Company and the directors on any matter relating to the Company’s operations, policies or practices.

As of the Effective Time, the directors of Purchaser immediately prior to the Effective Time became the directors of the Surviving Corporation. The directors of Purchaser immediately prior to the Effective Time were Francesco Balestrieri, Stefano Pasi and Michele Cera.

As of the Effective Time, all executive officers of the Company immediately prior to the Effective Time remained in their respective positions as the executive officers of the Surviving Corporation, except that Mr. Durso was removed as the President and Mr. Balestrieri was appointed as the President of the Surviving Corporation. Mr. Durso remains the Chief Executive Officer of the Surviving Corporation.

Information regarding the new directors and executive officers has been previously disclosed in Annex A of the Offer to Purchase filed as Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Alfasigma and Purchaser with the SEC on October 11, 2023, as subsequently amended, which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal Year.

Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”). In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Second Amended and Restated Bylaws”).

Copies of the Amended and Restated Certificate of Incorporation and the Second Amended and Restated Bylaws are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.

Item 8.01 Other Events.

On ~~September~~November 268, 2023, the Company ~~issued~~delivered ato ~~press~~all ~~release~~holders ~~announcing~~of its Convertible Notes, with respect to each series, notice of the execution of the ~~Merger~~Supplemental ~~Agreement~~Indentures, ~~and~~notice ~~certain~~of ~~other~~the ~~information.~~occurrence Aof ~~copy~~the effective date of the ~~press~~Make-Whole ~~release~~Fundamental isChange, ~~attached~~and tonotice ~~this~~of ~~Current~~the ~~Report~~conversion right at the option of the holders arising as ~~Exhibit~~ ~~99.1~~a ~~and~~result isthereof (such ~~incorporated~~notices, ~~herein~~the by“Convertible ~~reference~~Note Notices”).

The description contained under the Introductory Note above and in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in its entirety into this Item 8.01. Copies of the Convertible Note Notices are filed as Exhibits 99.1 and 99.2, respectively, hereto and are incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
2.1		Agreement and Plan of Merger, dated September 26, 2023, among Intercept Pharmaceuticals, Inc., Alfasigma S.p.A. and Interstellar Acquisition Inc. (incorporated by reference to Exhibit 2.1 to The Company’s Current Report on Form 8-K filed with the SEC on September 26, 2023).*
99.1		Press Release of Intercept Pharmaceuticals, Inc., dated September 26, 2023
3.1		Amended and Restated Certificate of Incorporation of Intercept Pharmaceuticals, Inc., dated November 8, 2023.
3.2		Second Amended and Restated Bylaws of Intercept Pharmaceuticals, Inc., dated November 8, 2023.
4.1		Third Supplemental Indenture, dated as of November 8, 2023, between Intercept Pharmaceuticals, Inc., and U.S. Bank Trust Company, National Association
4.2		Second Supplemental Indenture, dated as of November 8, 2023, between Intercept Pharmaceuticals, Inc. and U.S. Bank Trust Company, National Association
99.1		Notice of Supplemental Indenture and Make-Whole Fundamental Change to Holders of 2.00% Convertible Senior Notes Due 2026, dated November 8, 2023
99.2		Notice of Supplemental Indenture and Make-Whole Fundamental Change to Holders of 3.50% Convertible Senior Secured Notes Due 2026, dated November 8, 2023
104		Cover Page Interactive Data File (embedded as Inline XBRL document)

* Schedules to the Agreement and Plan of Merger have been omitted pursuant to Item 601(ab)(52) of Regulation S-K. The registrant will furnish copies of any such schedules to the U.S. Securities and Exchange Commission upon request.

*     *     *

Additional Information

The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1 to this report and is incorporated herein by reference.

The Merger Agreement and the foregoing description have been included to provide investors and stockholders with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Merger Agreement were or will be made only as of specified dates for the purposes of the Merger Agreement, were (except as expressly set forth therein) solely for the benefit of the parties to the Merger Agreement and may be subject to qualifications and limitations agreed upon by such parties. In particular, in reviewing the representations, warranties and covenants contained in the Merger Agreement and discussed in the foregoing descriptions, it is important to bear in mind that such representations, warranties and covenants were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts. Such representations, warranties and covenants may also be subject to a contractual standard of materiality different from those generally applicable to stockholders and reports and documents filed with the U.S. Securities and Exchange Commission (the “SEC”). Investors and stockholders should not rely on such representations, warranties and covenants as characterizations of the actual state of facts or circumstances described therein. Information concerning the subject matter of such representations, warranties and covenants may change after the date of the agreements, which subsequent information may or may not be fully reflected in the parties’ public disclosures.

Notice to Investors and Security Holders

The tender offer described in this Current Report on Form 8-K has not yet commenced. This Current Report on Form 8-K is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell shares of Intercept Pharmaceuticals, Inc. (the “Company”), nor is it a substitute for any tender offer materials that the Company or Alfasigma S.p.A. (together with its subsidiaries, “Alfasigma”) will file with the SEC. A solicitation and an offer to buy shares of the Company will be made only pursuant to an offer to purchase and related materials that Alfasigma intends to file with the SEC. At the time the tender offer is commenced, Alfasigma will file a Tender Offer Statement on Schedule TO with the SEC, and the Company will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. THE COMPANY’S STOCKHOLDERS AND OTHER INVESTORS ARE URGED TO READ THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER. The Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, will be sent to all stockholders of the Company at no expense to them. The Tender Offer Statement and the Solicitation/Recommendation Statement will be made available for free at the SEC’s website at www.sec.gov. Additional copies may be obtained for free by contacting Alfasigma or the Company. Free copies of these materials and certain other offering documents will be made available by the Company by mail to Intercept Pharmaceuticals, Inc., 305 Madison Avenue, Morristown, NJ 07960, Attention: Corporate Secretary, by email at investors@interceptpharma.com, or by directing requests for such materials to the information agent for the offer, which will be named in the tender offer materials. Copies of the documents filed with the SEC by the Company will be available free of charge under the “Investors & Media” section of the Company’s internet website at https://ir.interceptpharma.com/investor-relations.

In addition to the Offer to Purchase, the related Letter of Transmittal and certain other tender offer documents, as well as the Solicitation/Recommendation Statement, the Company files periodic reports and other information with the SEC. The Company’s filings with the SEC are also available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.

Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements related to the Company, Alfasigma and the proposed acquisition of the Company by Alfasigma (the “Transaction”) that involve substantial risks and uncertainties. Forward-looking statements include any statements containing the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “goal,” “may,” “might,” “plan,” “predict,” “project,” “seek,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” and similar expressions. In this Current Report on Form 8-K, the Company’s forward-looking statements include statements about the parties’ ability to satisfy the conditions to the consummation of the tender offer and the other conditions to the consummation of the Transaction; statements about the expected timetable for completing the Transaction; the Company’s plans, objectives, expectations and intentions; the financial condition, results of operations and business of the Company and Alfasigma; the ability to successfully commercialize the Company’s product and product candidates and generate future revenues with respect to the Company’s product candidates; and the anticipated timing of the closing of the Transaction.

Forward-looking statements are subject to certain risks, uncertainties, or other factors that are difficult to predict and could cause actual events or results to differ materially from those indicated in any such statements due to a number of risks and uncertainties. Those risks and uncertainties that could cause the actual results to differ from expectations contemplated by forward-looking statements include, among other things: uncertainties as to the timing of the tender offer and merger; uncertainties as to how many of the Company’s stockholders will tender their stock in the offer; the possibility that competing offers will be made; the possibility that various closing conditions for the Transaction may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Transaction; the effects of the Transaction on relationships with employees, other business partners or governmental entities; the difficulty of predicting the timing or outcome of FDA approvals or actions, if any; the impact of competitive products and pricing; that Alfasigma may not realize the potential benefits of the Transaction; other business effects, including the effects of industry, economic or political conditions outside of the companies’ control; Transaction costs; actual or contingent liabilities; and other risks listed under the heading “Risk Factors” in the Company’s periodic reports filed with the U.S. Securities and Exchange Commission, including current reports on Form 8-K, quarterly reports on Form 10-Q, annual reports on Form 10-K, as well as the Schedule 14D-9 to be filed by the Company and the Schedule TO and related tender offer documents to be filed by Alfasigma and Interstellar Acquisition Inc., a wholly owned subsidiary of Alfasigma. You should not place undue reliance on these statements. All forward-looking statements are based on information currently available to the Company and Alfasigma, and the Company and Alfasigma disclaim any obligation to update the information contained in this Current Report on Form 8-K as new information becomes available.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Intercept Pharmaceuticals, Inc. By: /s/ Jerome Durso Name: Jerome Durso Title: ~~President and~~ Chief Executive Officer

Dated: ~~September~~November 268, 2023

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