UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 10-K

________________________

(Mark One)


x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number: 001-36274

________________________

Intra-Cellular Therapies, Inc.

(Exact name of registrant as specified in its charter)

________________________


Delaware						36-4742850
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

~~430~~135 ~~East~~Route ~~29th~~202/206, ~~Street~~Suite 6

~~New York~~Bedminster, New ~~York~~Jersey ~~10016~~07921

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (646) 440-9333

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 Par Value Per Share

ITCI

The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Exchange Act: None

________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the registrant’s voting and non-voting common stock held by non-affiliates of the registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) computed by reference to the price at which the common stock was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $67.01 billion.

As of February 2019, ~~2024~~2025, the registrant had 96106,~~807~~327,~~191~~952 shares of common stock outstanding.

Table of Contents

TABLE OF CONTENTS

PART I

Item 1.

Business

Item 1A.

Risk Factors

2425

Item 1B.

Unresolved Staff Comments

5660

Item 1C.

Cybersecurity

5660

Item 2.

Properties

5963

Item 3.

Legal Proceedings

5963

Item 4.

Mine Safety Disclosures

5964

PART II

6065

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

6065

Item 6.

[Reserved]

6065

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

6166

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

6975

Item 8.

Financial Statements and Supplementary Data

7076

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

7177

Item 9A.

Controls and Procedures

7177

Item 9B.

Other Information

7379

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

7379

PART III

7480

Item 10.

Directors, Executive Officers and Corporate Governance

7480

Item 11.

Executive Compensation

7480

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

7480

Item 13.

Certain Relationships and Related Transactions, and Director Independence

7480

Item 14.

Principal Accountant Fees and Services

7480

PART IV

7581

Item 15.

Exhibits and Financial Statement Schedules

7581

Item 16.

Form 10-K Summary

7884

Signatures

7985

Table of Contents

DOCUMENTS INCORPORATED BY REFERENCE

~~The~~If ~~following~~the ~~documents~~Registrant’s Definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders (orthe ~~parts~~“Proxy ~~thereof~~Statement”) ~~are~~is ~~incorporated~~filed bywith ~~reference~~the ~~into~~Securities ~~the~~and ~~following~~Exchange ~~parts~~Commission within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K:, ~~Certain~~then ~~information~~portions ~~required~~of inthe Proxy Statement will be incorporated by reference into Part III of this Annual Report on Form 10-K. If the Proxy Statement is ~~incorporated~~not byfiled ~~reference~~within ~~from~~such 120-day period, then the Registrant’s ~~Proxy~~will ~~Statement~~file ~~for~~an ~~the~~amendment ~~2024~~to this Annual ~~Meeting~~Report of(the ~~Stockholders~~“Form 10-K/A”) within such 120-day period that will contain the information required to be ~~filed~~included ~~with~~or ~~the~~incorporated ~~Securities~~by ~~and~~reference ~~Exchange~~into ~~Commission~~Part III of this Annual Report.

Table of Contents

PART I

All brand names or trademarks appearing in this report are the property of their respective holders. Use or display by us of other parties’ trademarks, trade dress, or products in this report is not intended to, and does not, imply a relationship with, or endorsements or sponsorship of, us by the trademark or trade dress owners. Unless the context requires otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer to Intra-Cellular Therapies, Inc. and its wholly-owned subsidiary, ITI, Inc.

Item 1. BUSINESS

Overview

We are a biopharmaceutical company focused on the discovery, clinical development and commercialization of innovative, small molecule drugs that address underserved medical needs primarily in ~~neuropsychiatric~~psychiatric and neurological disorders ~~by targeting intracellular signaling mechanisms within the central nervous system, or CNS~~. In December 2019, CAPLYTA® (lumateperone) was approved by the U.S. Food and Drug Administration, or FDA, for the treatment of schizophrenia in adults (42 mg/day) and we initiated the commercial launch of CAPLYTA in March 2020. In December 2021, CAPLYTA was approved by the FDA for the treatment of bipolar depression in adults (42 mg/day). We initiated the commercial launch of CAPLYTA for the treatment of bipolar depression in December 2021. Additionally, in April 2022, the FDA approved two additional dosage strengths of CAPLYTA, 10.5 mg and 21 mg capsules, to provide dosage recommendations for patients concomitantly taking strong or moderate CYP3A4 inhibitors, and 21 mg for patients with moderate or severe hepatic impairment (Child-Pugh class B or C). We initiated the commercial launch of these special population doses in August 2022. As used in this report, “CAPLYTA” refers to lumateperone approved by the FDA for the treatment of schizophrenia in adults and for the treatment of bipolar depression in adults, and “lumateperone” refers to, where applicable, CAPLYTA as well as lumateperone for the treatment of indications beyond schizophrenia and bipolar depression.

~~Our~~On ~~Product~~January 10, 2025, we entered into a definitive agreement with Johnson & Johnson pursuant to which Johnson & Johnson has agreed to acquire the Company for $132 per share in cash, for a total equity value of approximately $14.6 billion, on the terms and subject to the conditions set forth therein. The transaction is expected to close this year, subject to customary closing conditions, including approval of our stockholders and receipt of required regulatory approvals. See Part I, Item 1A, “Risk Factors,” Part II, Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and Note 1 of the Notes to Consolidated Financial Statements included in this Annual Report on Form 10-K for additional information regarding the transaction.

InCommercial December 2019, CAPLYTA was approved by the FDA for the treatment of schizophrenia in adults (42 mg/day) and we initiated the commercial launch of CAPLYTA in March 2020. In support of our commercialization efforts, we employ a national sales force. In December 2021, CAPLYTA was approved by the FDA for the treatment of bipolar depression in adults (42 mg/day). CAPLYTA is the only FDA-approved treatment for depressive episodes associated with bipolar I or II disorder (bipolar depression) in adults as monotherapy and as adjunctive therapy with lithium or valproate. We initiated the commercial launch of CAPLYTA for the treatment of bipolar depression in December 2021. In addition, the FDA approved two additional dosage strengths, 10.5 mg and 21 mg, for special populations of patients, in April 2022. We initiated the commercial launch for these special population doses in August 2022. Product

In December 2019, CAPLYTA® (lumateperone) was approved by the U.S. Food and Drug Administration, or the FDA, for the treatment of schizophrenia in adults (42 mg/day) and we initiated the commercial launch of CAPLYTA in March 2020. In December 2021, CAPLYTA was approved by the FDA for the treatment of bipolar depression in adults (42 mg/day). We initiated the commercial launch of CAPLYTA for the treatment of bipolar depression in December 2021. Additionally, in April 2022, the FDA approved two additional dosage strengths of CAPLYTA, 10.5 mg and 21 mg capsules, to provide dosage recommendations for patients concomitantly taking strong or moderate CYP3A4 inhibitors, and 21 mg capsules for patients with moderate or severe hepatic impairment (Child-Pugh class B or C). We initiated the commercial launch of these special population doses in August 2022. As used in this report, “CAPLYTA” refers to lumateperone approved by the FDA for the treatment of schizophrenia in adults and for the treatment of bipolar depression in adults, and “lumateperone” refers to, where applicable, CAPLYTA as well as lumateperone for the treatment of indications beyond schizophrenia and bipolar depression.

The efficacy of CAPLYTA 42 mg in schizophrenia was demonstrated in two placebo-controlled trials, showing a statistically significant separation from placebo on the primary endpoint, the Positive and Negative Syndrome Scale, or PANSS, total score. The most common adverse reactions (>5% and twice the rate of placebo) for the recommended dose of CAPLYTA versus placebo were somnolence/sedation (24% vs. 10%) and dry mouth (6% vs. 2%). In pooled data from short term studies, mean changes from baseline in weight gain, fasting glucose, triglycerides and total cholesterol were similar between CAPLYTA and placebo. The incidence of extrapyramidal symptoms was 6.7% for CAPLYTA and 6.3% for placebo.

The efficacy of CAPLYTA 42 mg in bipolar depression was demonstrated in two ~~positive Phase 3~~ placebo-controlled ~~bipolar depression studies~~trials, which evaluated the effects of CAPLYTA on depression in adult patients with bipolar I or bipolar II disorder both as monotherapy ~~(Study 404)~~ and as adjunctive therapy with lithium or valproate ~~(Study 402)~~. In these studies, the efficacy of CAPLYTA 42 mg was established by demonstrating statistically significant improvements over placebo for the change from baseline in the Montgomery-Asberg Depression Rating scale, or MADRS, total score ~~at Week 6~~. CAPLYTA 42 mg also showed a statistically significant improvement in the key secondary endpoint relating to clinical global impression of bipolar disorder in each study. In addition, CAPLYTA demonstrated a favorable tolerability and safety profile consistent with findings in prior clinical studies in schizophrenia. The most common reported adverse reactions (occurring at a rate of 5% or more and at least twice the rate of placebo) were somnolence/sedation, dizziness, nausea, and dry mouth. Mean changes from baseline in weight, fasting glucose, total cholesterol, triglycerides, and LDL cholesterol were similar between CAPLYTA and placebo.

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Our Development Programs

Our pipeline includes several product candidates in clinical development and additional product candidates in non-clinical testing. We believe that our product candidates offer innovative therapeutic approaches and may provide advantages relative to current therapies. The following table summarizes our product candidates and programs:

OUR THERAPEUTIC PIPELINE

The safety and efficacy of investigational agents and/or investigational uses of approved products have not been established.

Lumateperone Development Program

The efficacy of lumateperone could be mediated through a combination of antagonist activity at central serotonin 5-HT2A receptors and postsynaptic antagonist activity at central dopamine D2 receptors. In terms of pharmacodynamics, lumateperone has high binding affinity for serotonin 5-HT2A receptors and moderate binding affinity for dopamine D2 receptors, serotonin transporters, dopamine D1 receptors, dopamine D4 receptors and adrenergic alpha 1A and alpha 1B receptors. It lacks biologically relevant interactions with other receptors including muscarinic and histaminergic receptors. As a result, we believe lumateperone may represent a potential treatment across multiple therapeutic indications.

Lumateperone for the treatment of major depressive disorder ~~and other mood disorders~~

As a potent 5-HT2A receptor antagonist and serotonin reuptake inhibitor, we believe that lumateperone could improve symptoms of depression. Dopamine modulation by lumateperone may also reduce irritability and aggression that can accompany many mood disorders. Lumateperone, as a standalone agent, indirectly enhances glutamatergic neurotransmission through both AMPA and NMDA channels in the prefrontal cortex via lumateperone’s dopamine D1 receptor activation. By enhancing AMPA neurotransmission, lumateperone also activates key proteins in the mTOR pathway which has shown antidepressant effects. As such, lumateperone may represent a potential treatment for mood disorders including major depressive disorder, or MDD.

Lumateperone is in Phase 3 clinical development as a novel treatment for MDD. Clinical conduct in Study 501, Study 502 and Study 505, global Phase 3 clinical trials evaluating lumateperone 42 mg as an adjunctive therapy to antidepressants for the treatment of MDD, is ongoing. Study 505 is intended to serve as a potential additional registration trial in support of a supplemental New Drug Application, or sNDA, for approval of lumateperone as an adjunctive therapy to antidepressants for the treatment of MDD, if needed. This is a common strategy employed in mood disorder development programs. We expect to announce topline results from Study 501 in April of 2024 and Study 502 late in the second quarter of 2024 and, subject to the results of these studies, we expect to file an sNDA with the FDA for approval of lumateperone as an adjunctive therapy to antidepressants for the treatment of MDD in the second half of 2024.

Table of Contents

InLumateperone ~~the~~is ~~first~~in ~~quarter of 2020, as part of our lumateperone bipolar depression~~ clinical ~~program,~~development ~~we initiated our third monotherapy Phase 3 study, Study 403, evaluating lumateperone~~ as ~~monotherapy~~a innovel ~~the~~ treatment offor ~~major~~MDD. ~~depressive~~In ~~episodes~~April ~~associated~~2024 ~~with~~and ~~bipolar~~June I2024, orwe ~~bipolar~~announced ~~II disorder. Following the~~ positive topline results infrom our ~~adjunctive~~Phase ~~study~~3 ~~that was part of our bipolar depression~~ clinical ~~program~~trials, Study ~~402,~~501 weand ~~amended~~ Study ~~403~~502, torespectively, ~~evaluate~~evaluating ~~major~~lumateperone ~~depressive~~42 ~~episodes~~mg ~~with~~as ~~mixed~~an ~~features~~adjunctive intherapy ~~bipolar~~to ~~disorder~~antidepressants infor ~~patients~~the ~~with~~treatment ~~bipolar~~of ~~I or bipolar II disorder and mixed features in patients with~~ MDD. In ~~March~~both ~~2023~~studies, ~~we announced positive topline results from Study 403 as~~ lumateperone 42 mg given once daily ~~met~~as ~~the~~adjunctive ~~primary~~therapy ~~endpoint~~to inantidepressants met the ~~study~~primary endpoint by demonstrating a statistically significant and clinically meaningful reduction in the Montgomery- Asberg Depression Rating Scale (MADRS) total score compared to placebo at Week 6. In Study 501, in the ~~combined~~modified ~~patient~~intent-to-treat (mITT) study population, ofthe ~~MDD~~least ~~with~~squares ~~mixed~~(LS) ~~features~~mean ~~and~~reduction ~~bipolar~~from ~~depression~~baseline ~~with~~for ~~mixed~~lumateperone ~~features~~42 (5mg was 14.7 ~~point~~points, ~~reduction~~versus vs9.8 points for placebo (LS mean difference = -4.9 points; p<0.0001; ~~Cohen’s d effect size (~~ES)= of 0.6461). ~~Robust~~In ~~results~~Study ~~were~~502, ~~also seen~~ in the ~~individual~~mITT ~~patient~~study population, ofthe ~~MDD~~LS ~~with~~mean ~~mixed~~reduction ~~features~~from (5baseline for lumateperone 42 mg was 14.97 ~~point~~points, ~~reduction~~versus vs10.2 points for placebo (LS mean difference= -4.5 points; p<0.0001; ES= 0.6756),. Lumateperone 42 mg also met the key secondary endpoint in both studies by demonstrating a statistically significant and clinically meaningful reduction in the ~~individual~~Clinical ~~patient~~Global ~~population~~Impression Scale for Severity of ~~bipolar~~Illness ~~depression~~(CGI-S) ~~with~~score ~~mixed~~compared ~~features~~to ~~(5.7~~placebo ~~point~~at ~~reduction~~Week vs6 (Study 501: p<0.0001; ~~placebo~~ES= 0.67; Study 502: p<0.0001; ES= 0.6451). ~~Additionally~~In Study 501, ~~lumateperone~~statistically 42significant mgefficacy ~~met~~was seen at the ~~key~~earliest ~~secondary~~time ~~endpoint~~point intested (Week 1) and maintained throughout the study byin ~~demonstrating~~both athe ~~statistically~~primary ~~significant~~ and ~~clinically~~the ~~meaningful~~key ~~reduction~~secondary inendpoints. ~~the~~In ~~clinician’s~~Study ~~assessment~~502, ofnumerical improvement inversus placebo on the ~~overall~~MADRS ~~severity~~total onscore was seen as early as Week 1 and statistically significant efficacy was seen at Week 2 and maintained throughout the ~~Global~~study, ~~Impression~~and ofstatistically ~~Severity~~significant ~~Scale~~separation (on the CGI-S) ~~score~~versus ~~compared~~placebo towas ~~placebo~~observed starting at Week 63 inand maintained throughout the ~~combined~~study. ~~patient~~In ~~population~~both ofStudies ~~MDD~~501 ~~with~~and ~~mixed~~502, ~~features~~lumateperone ~~and~~42 ~~bipolar~~mg ~~depression~~robustly ~~with~~improved ~~mixed~~depressive ~~features~~symptoms as reported by patients as measured by the Quick Inventory of Depressive Symptomatology Self Report (QIDS-SR-16) (p<0.0001;). ~~ES=~~Lumateperone ~~0.59)~~was generally safe and well-tolerated in these studies. In the ~~individual~~pooled ~~patient~~safety ~~population~~data for Studies 501 and 502, the most commonly reported adverse events that were observed at a rate greater than or equal to 5% and greater than twice the rate of ~~MDD~~placebo ~~with~~in ~~mixed~~the ~~features~~total population were dizziness (~~p=0~~16.~~0003;~~6% ~~ES=~~v. 05.570%), asdry ~~well~~mouth as(12.6% ~~the~~v. ~~individual~~3.3%), ~~patient~~somnolence ~~population~~(12.4% ofv. ~~bipolar~~2.3%), ~~depression~~nausea ~~with~~(8.5% ~~mixed~~v. ~~features~~4.0%) and fatigue (~~p<0~~7.~~0001;~~7% ~~ES=0~~v.61 1.7%).

We ~~also~~recently ~~have~~completed anclinical ~~ongoing~~conduct ~~study, Study 304, evaluating lumateperone for the prevention~~ of ~~relapse~~our inopen ~~patients~~label ~~with~~roll-over ~~schizophrenia. The~~ study, isStudy ~~being~~503, ~~conducted~~to inassess ~~five phases consisting of a screening phase; a 6~~long-~~week,~~term ~~open-label~~safety ~~run-~~in ~~phase during which all~~ patients ~~will~~with ~~receive~~MDD. 42In mgStudy ~~of lumateperone per day; a 12-week~~503, ~~open~~long-~~label~~term ~~stabilization~~treatment ~~phase~~with ~~during which all patients will receive 42 mg of~~ lumateperone ~~per day; a double-blind treatment phase, 26 weeks in duration, during which patients receive either~~ 42 mg ofwas ~~lumateperone~~generally ~~per~~safe ~~day or placebo (1:1 ratio);~~ and awell ~~2-week~~tolerated ~~safety follow-up phase. This study is being conducted~~ in ~~accordance~~adult ~~with~~patients ~~our post approval marketing commitment to the FDA in connection~~ with ~~the approval of CAPLYTA for the treatment of schizophrenia as is typical for antipsychotics~~MDD.

~~Other~~In ~~Indications~~December 2024, we announced that we submitted a supplemental new drug application, or sNDA, to the FDA for ~~Lumateperone~~potential regulatory approval of lumateperone for MDD in adults, as adjunctive therapy to antidepressants. In the first quarter of 2025, the FDA accepted the sNDA for review.

~~Within~~We ~~the lumateperone portfolio, we~~ are currently conducting, oran ~~are~~additional inglobal ~~the~~Phase ~~process~~3 ofclinical ~~initiating~~trial, ~~studies~~Study ~~with pediatric patients in schizophrenia~~505, ~~bipolar~~evaluating ~~disorder~~lumateperone ~~and~~42 ~~irritability~~mg ~~associated~~as ~~with~~an ~~autism~~adjunctive ~~spectrum~~therapy ~~disorder. In addition, we are developing a long-acting injectable, or LAI, formulation~~ to ~~provide~~antidepressants ~~more~~for the treatment ~~options~~of ~~to patients suffering from mental illness~~MDD. WeFollowing ~~have~~our ~~conducted~~positive aresults ~~Phase~~in 1Studies ~~single~~501 ~~ascending~~and ~~dose~~502, ~~study~~we ~~with~~have anamended ~~LAI formulation. This study evaluated~~ the ~~pharmacokinetics,~~entry ~~safety~~criteria ~~and tolerability~~ of aStudy ~~lumateperone~~505 ~~LAI~~to inobtain ~~patients with stable symptoms of schizophrenia and was generally safe and well-tolerated. We are evaluating several~~ additional ~~formulations~~clinical ofexperience awith lumateperone ~~LAI~~in ~~with~~patients ~~treatment~~who ~~durations of one month and longer. We~~ have ~~completed~~had ~~all~~an ~~non-clinical~~inadequate ~~studies~~response to ~~support the initiation of~~ a ~~Phase~~greater 1number ~~study with four additional formulations~~ of ~~our LAI~~antidepressants. WeThe ~~expect~~objective toof ~~commence clinical conduct in~~ this study inis ~~the~~to ~~first~~further ~~half~~expand ~~of 2024. Given~~ the ~~encouraging~~large ~~efficacy~~body ~~and~~of ~~favorable~~evidence ~~safety~~supporting ~~profile to date with oral~~ lumateperone, weantidepressant ~~believe~~efficacy ~~that~~across andifferent ~~LAI~~patient ~~option, in particular, may lend itself to being an important formulation choice for certain patients~~populations.

WeIn ~~hold~~the ~~exclusive~~first quarter of 2020, ~~worldwide~~as ~~commercialization~~part ~~rights~~of our lumateperone bipolar depression clinical program, we initiated our third monotherapy Phase 3 study, Study 403, evaluating lumateperone as monotherapy in the treatment of major depressive episodes associated with bipolar I or bipolar II disorder. Following the positive results in our adjunctive study that was part of our bipolar depression clinical program, Study 402, we amended Study 403 to evaluate major depressive episodes with mixed features in bipolar disorder in patients with bipolar I or bipolar II disorder and mixed features in patients with MDD. In March 2023, we announced positive topline results from Study 403 as lumateperone 42 mg given once daily met the primary endpoint in the study by demonstrating a statistically significant and clinically meaningful reduction in the MADRS total score compared to placebo at Week 6 in the combined patient population of MDD with mixed features and bipolar depression with mixed features (5.7 point reduction vs. placebo; p<0.0001; Cohen’s d effect size (ES) of 0.64). Robust results were also seen in the individual patient population of MDD with mixed features (5.9 point reduction vs. placebo; p<0.0001; ES= 0.67), and in the individual patient population of bipolar depression with mixed features (5.7 point reduction vs. placebo; p<0.0001; ES= 0.64). Additionally, lumateperone 42 mg met the key secondary endpoint in the study by demonstrating a ~~family~~statistically significant and clinically meaningful reduction in the clinician’s assessment of ~~compounds~~improvement ~~from~~in ~~Bristol-Myers~~the ~~Squibb~~overall ~~Company~~severity ~~pursuant~~on the CGI-S score compared to anplacebo ~~exclusive~~at ~~license~~Week 6 in the combined patient population of MDD with mixed features and bipolar depression with mixed features (p<0.0001; ES= 0.59) and in the individual patient population of MDD with mixed features (p=0.0003; ES= 0.57), as well as the individual patient population of bipolar depression with mixed features (p<0.0001; ES=0.61).

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~~Other~~We ~~Product~~also ~~Candidates~~completed Study 304, evaluating lumateperone for the prevention of relapse in patients with schizophrenia and announced topline results in November 2024. The study was conducted in five phases consisting of a screening phase; a 6-week, open-label run-in phase during which all patients will receive 42 mg of lumateperone per day; a 12-week, open-label stabilization phase during which all patients will receive 42 mg of lumateperone per day; a double-blind treatment phase, 26 weeks in duration, during which patients receive either 42 mg of lumateperone per day or placebo (1:1 ratio); and a 2-week safety follow-up phase. On the primary endpoint, time to relapse during the double-blind treatment phase was significantly longer in patients receiving lumateperone compared to those receiving placebo (p=0.0002). There were 18 relapses (16.4%) in the lumateperone group versus 44 relapses (38.6%) in the placebo group. Treatment with lumateperone was associated with 63% reduction in risk of relapse versus placebo (hazard ratio [95% CI] = 0.37, [0.22, 0.65]. Lumateperone also met the key secondary endpoint, time to all cause discontinuation during the double-blind phase (p=0.0007). This study was conducted in accordance with our post approval marketing commitment to the FDA in connection with the approval of CAPLYTA for the treatment of schizophrenia as is typical for antipsychotics.

WeOther ~~are~~Indications ~~developing ITI-1284-ODT-SL~~ for ~~the~~Lumateperone treatment of generalized anxiety disorder, the treatment of agitation in patients with dementia, and the treatment of dementia-related psychosis. ITI-1284-ODT-SL is a deuterated form of lumateperone, a new molecular entity formulated as an oral disintegrating tablet for sublingual administration. ITI-1284-ODT-SL is formulated as an oral solid dosage form that dissolves almost instantly when placed under the tongue, allowing for ease of use in the elderly and may be particularly beneficial for patients who have difficulty swallowing conventional tablets. Phase 1 single and multiple ascending dose studies in healthy volunteers and healthy elderly volunteers (> than 65 years of age) evaluated the safety, tolerability and pharmacokinetics of ITI-1284-ODT-SL. In these studies, there were no reported serious adverse events in either age group. In the elderly cohort, reported adverse events were infrequent with the most common adverse event being transient dry mouth (mild). Based on these results, we have initiated Phase 2 programs evaluating ITI-1284-ODT-SL for the treatment of generalized anxiety disorder, psychosis in Alzheimer's disease and agitation in patients with Alzheimer’s disease. The FDA has informed us that they do not believe the deuterated and undeuterated forms of lumateperone are identical. As a result, the non-clinical data from lumateperone may not be broadly applied to ITI-1284-ODT-SL, and we conducted additional toxicology studies. These studies have been completed and we expect to commence clinical conduct in our Phase 2 studies in the first half of 2024. We are continuing with Phase 1 studies with ITI-1284-ODT-SL, including drug-drug interaction studies.

WeWithin ~~have another major program that has yielded a portfolio of compounds that selectively inhibit~~ the ~~enzyme~~lumateperone ~~phosphodiesterase type 1~~portfolio, orwe ~~PDE1.~~are ~~PDE1~~conducting ~~enzymes~~studies ~~are~~with ~~highly~~pediatric ~~active~~patients in ~~multiple~~schizophrenia, ~~disease~~bipolar ~~states,~~disorder and ~~our~~irritability ~~PDE1 inhibitors are designed to reestablish normal function in these disease states. Abnormal PDE1 activity is~~ associated with ~~cellular~~autism ~~proliferation~~spectrum ~~and activation of inflammatory cells~~disorder. Our ~~PDE1~~lumateperone ~~inhibitors~~pediatric ~~ameliorate~~program ~~both~~includes ofa ~~these effects in animal models. We intend to pursue the development of our phosphodiesterase~~double-blind, orplacebo-controlled ~~PDE,~~study ~~program, for the treatment of aberrant immune system activation~~ in ~~several~~bipolar ~~CNS~~depression and ~~non-CNS~~two conditions with a focus on diseases where excessive PDE1 activity has been demonstrated and increased inflammation is an important contributor to disease pathogenesis. Our potential disease targets include immune system regulationdouble-blind, ~~neurodegenerative diseases, cancers and other non~~placebo-~~CNS~~controlled ~~disorders.~~studies ~~Lenrispodun~~in ~~(ITI-214)~~irritability isassociated ~~our~~with ~~lead~~autism ~~compound~~spectrum ~~in this program~~disorder. ~~Following~~Additionally, the ~~favorable safety and tolerability results in our Phase 1~~ program, weincludes ~~initiated~~an ~~our~~open-label ~~development program for lenrispodun for Parkinson’s disease and conducted a Phase 1/2 clinical trial of lenrispodun in patients with Parkinson’s disease to evaluate~~ safety ~~and~~study ~~tolerability~~ in ~~this~~schizophrenia ~~patient population, as well as motor~~ and ~~non-motor~~bipolar ~~exploratory endpoints~~disorder. InPatient ~~this~~enrollment ~~study,~~is ~~lenrispodun~~ongoing ~~was~~in ~~generally~~the ~~well~~open-~~tolerated~~label ~~with a favorable~~ safety ~~profile and clinical signs consistent with improvements in motor symptoms and dyskinesias. Our Phase 2 clinical trial of lenrispodun evaluating improvements in motor symptoms~~study, ~~changes~~the ~~in cognition~~double-blind, ~~and~~placebo-controlled ~~inflammatory biomarkers in patients with Parkinson’s disease is ongoing. We expect to complete patient enrollment in this~~ study in ~~late~~bipolar ~~2024~~depression ~~with~~and ~~topline results anticipated in~~ the ~~first~~two ~~half of 2025. We also have an active Investigational New Drug application to evaluate our newest candidate within the PDE 1 inhibitor program~~double-blind, ~~ITI~~placebo-~~1020,~~controlled asstudies ain ~~novel~~irritability ~~cancer~~associated ~~immunotherapy. Our Phase 1 program~~ with ~~ITI-1020~~autism inspectrum ~~healthy volunteers is ongoing~~disorder.

WeIn ~~have a development program with our ITI-333 compound as a potential treatment for substance use disorders~~addition, ~~pain~~in ~~and~~the ~~psychiatric~~second ~~comorbidities~~quarter ~~including~~of ~~depression and anxiety. There is a pressing need to develop new drugs to treat opioid addiction and safe~~2024, ~~effective,~~we ~~non-addictive~~initiated ~~treatments~~two toPhase ~~manage~~3 ~~pain.~~studies ~~ITI-333~~evaluating islumateperone afor ~~novel compound that uniquely combines activity as an antagonist at serotonin 5-HT2A receptors and a partial agonist at µ-opioid receptors. These combined actions support~~ the ~~potential~~acute ~~utility of ITI-333 in the~~ treatment of ~~opioid~~manic ~~use~~or ~~disorder~~mixed ~~and~~episodes associated ~~comorbidities~~with ~~(e.g.,~~bipolar ~~depression,~~I ~~anxiety,~~disorder ~~sleep~~(bipolar ~~disorders~~mania) ~~without opioid-like safety and tolerability concerns~~. WeOur ~~have~~adult ~~conducted~~bipolar amania ~~Phase~~program 1is ~~single ascending dose study evaluating~~ the ~~safety,~~result ~~tolerability and pharmacokinetics~~ of ~~ITI-333~~an inagreement ~~healthy~~with ~~volunteers.~~the InFDA ~~this~~in ~~study,~~connection ~~ITI-333~~with ~~achieved~~our ~~plasma~~lumateperone ~~exposures~~pediatric atexclusivity ~~or above those required for efficacy and was generally safe and well-tolerated~~program. WeThis ~~have~~agreement ~~commenced~~provides ~~a neuroimaging study to investigate brain occupancy for receptors~~ that ~~play~~pharmacokinetic aobligations ~~role~~ in ~~substance~~adolescents ~~use disorder~~ and ~~also~~children, ~~have~~together ~~applicability~~with ~~for~~bipolar ~~pain.~~mania ~~The results of this study will support the dose selection for future~~ studies. Wein ~~also~~adults, ~~have~~would anbe ~~ongoing~~sufficient ~~multiple~~to ~~ascending~~satisfy ~~dose~~our ~~study~~obligations with ~~ITI-333~~respect ~~in healthy volunteers. We have received a grant from the National Institute on Drug Abuse under the Helping~~ to ~~End~~obtaining ~~Addiction~~pediatric ~~Long-term Initiative, or NIH HEAL Initiative, that we expect will fund a significant portion of the early stage clinical development costs associated with this program~~exclusivity.

WeIn ~~also~~addition, ~~have~~we ~~our~~are ~~ITI~~developing a long-~~1500~~acting ~~program~~injectable, ~~focused~~or onLAI, ~~the~~formulation ~~development~~to ofprovide ~~novel~~more ~~non-hallucinogenic~~treatment ~~psychedelics~~options to patients suffering from mental illness. ~~Compounds~~We inhave ~~this~~conducted ~~series~~a ~~interact~~Phase 1 single ascending dose study with ~~serotonergic~~an ~~(5-HT2a)~~LAI ~~receptors~~formulation. inThis astudy ~~unique~~evaluated ~~way~~the pharmacokinetics, ~~potentially~~safety ~~allowing~~and ~~the~~tolerability ~~development~~of a lumateperone LAI in patients with stable symptoms of ~~this~~schizophrenia ~~new~~and ~~drug~~was ~~class~~generally insafe ~~mood,~~and ~~anxiety~~well-tolerated. We are evaluating several additional formulations of a lumateperone LAI with treatment durations of one month and ~~other~~longer, ~~neuropsychiatric~~and ~~disorders~~clinical ~~without~~conduct ~~the~~is ~~known~~ongoing ~~limitations~~in a Phase 1 study with additional formulations of ~~psychedelics~~our ~~including~~LAI. Given the ~~hallucinogenic~~encouraging ~~potential~~efficacy and ~~risk~~favorable ~~for~~safety ~~cardiac~~profile ~~valvular~~to ~~pathologies.~~date ~~Our~~with ~~lead~~oral ~~compound~~lumateperone, inwe ~~this~~believe ~~program~~that an LAI option, ~~ITI-1549~~in particular, ismay ~~currently~~lend itself to being ~~evaluated~~an inimportant ~~IND~~formulation ~~enabling~~choice ~~studies~~for certain patients.

We hold exclusive, worldwide commercialization rights to lumateperone and a family of compounds from Bristol-Myers Squibb Company pursuant to an exclusive license.

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ITI-1284 Program

We are developing ITI-1284-ODT-SL for the treatment of generalized anxiety disorder, psychosis in patients with Alzheimer’s disease and agitation in patients with Alzheimer’s disease. ITI-1284-ODT-SL is a deuterated form of lumateperone, a new molecular entity formulated as an oral disintegrating tablet for sublingual administration. ITI-1284-ODT-SL is formulated as an oral solid dosage form that dissolves almost instantly when placed under the tongue, allowing for ease of use in the elderly and may be particularly beneficial for patients who have difficulty swallowing conventional tablets. Phase 1 single and multiple ascending dose studies in healthy volunteers and healthy elderly volunteers (> than 65 years of age) evaluated the safety, tolerability and pharmacokinetics of ITI-1284-ODT-SL. In these studies, there were no reported serious adverse events in either age group. In the elderly cohort, reported adverse events were infrequent with the most common adverse event being transient dry mouth (mild). Based on these results, we have initiated Phase 2 programs evaluating ITI-1284-ODT-SL for the treatment of generalized anxiety disorder, psychosis in patients with Alzheimer's disease and agitation in patients with Alzheimer’s disease. The FDA has informed us that they do not believe the deuterated and undeuterated forms of lumateperone are identical. As a result, the non-clinical data from lumateperone may not be broadly applied to ITI-1284-ODT-SL, and we completed additional toxicology studies. Patient enrollment is ongoing in our Phase 2 study evaluating ITI-1284-ODT-SL as adjunctive therapy to anti-anxiety medications in patients with generalized anxiety disorder. We initiated patient enrollment in our Phase 2 study evaluating ITI-1284-ODT-SL as monotherapy in patients with generalized anxiety disorder in the fourth quarter of 2024. Patient enrollment is ongoing in a Phase 2 clinical study evaluating ITI-1284-ODT-SL in patients with psychosis associated with Alzheimer’s disease and in a Phase 2 clinical study evaluating ITI-1284-ODT-SL in patients with agitation associated with Alzheimer’s disease. We are continuing with Phase 1 studies with ITI-1284-ODT-SL, including drug-drug interaction studies.

ITI-1500 Program

We also have our ITI-1500 program focused on the development of novel non-hallucinogenic psychedelics, which we refer to as neuroplastogens. Compounds in this series interact with serotonergic (5-HT2a) receptors in a unique way, potentially allowing the development of this new drug class in mood, anxiety and other neuropsychiatric disorders without the known limitations of psychedelics including the hallucinogenic potential and risk for cardiac valvular pathologies. Our lead compound in this program, ITI-1549, is currently being evaluated in IND enabling studies.

PDE1 Program

We have another major program that has yielded a portfolio of compounds that selectively inhibit the enzyme phosphodiesterase type 1, or PDE1. PDE1 enzymes are highly active in multiple disease states, and our PDE1 inhibitors are designed to reestablish normal function in these disease states. Abnormal PDE1 activity is associated with cellular proliferation and activation of inflammatory cells. Our PDE1 inhibitors ameliorate both of these effects in animal models. We intend to pursue the development of our phosphodiesterase, or PDE, program, for the treatment of aberrant immune system activation in several central nervous system, or CNS, and non-CNS conditions with a focus on diseases where excessive PDE1 activity has been demonstrated and increased inflammation is an important contributor to disease pathogenesis. Our potential disease targets include immune system regulation, neurodegenerative diseases, cancers and other non-CNS disorders.

Lenrispodun (ITI-214) is our lead compound in this program. Following the favorable safety and tolerability results in our Phase 1 program, we initiated our development program for lenrispodun for Parkinson’s disease and conducted a Phase 1/2 clinical trial of lenrispodun in patients with Parkinson’s disease to evaluate safety and tolerability in this patient population, as well as motor and non-motor exploratory endpoints. In this study, lenrispodun was generally well-tolerated with a favorable safety profile and clinical signs consistent with improvements in motor symptoms and dyskinesias. Our Phase 2 clinical trial of lenrispodun evaluating improvements in motor symptoms, changes in cognition, and inflammatory biomarkers in patients with Parkinson’s disease is ongoing. We also have an active Investigational New Drug (IND) application to evaluate our newest candidate within the PDE1 inhibitor program, ITI-1020, as a novel cancer immunotherapy. Our Phase 1 program with ITI-1020 in healthy volunteers is ongoing.

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ITI-333 Program

We also have had a development program with our ITI-333 compound as a potential treatment for substance use disorders, pain and psychiatric comorbidities including depression and anxiety. We have conducted a Phase 1 single ascending dose study evaluating the safety, tolerability and pharmacokinetics of ITI-333 in healthy volunteers. In addition, we completed a multiple ascending dose study with ITI-333 in healthy volunteers. In this study, ITI-333 was generally safe and well-tolerated. However, based on our review of the current pipeline, we have discontinued this program.

Our Drug Discovery Platform and Capabilities

Based on the pioneering efforts of our late co-founder and Nobel laureate, Dr. Paul Greengard, we have developed a detailed understanding of intracellular signaling pathways and intracellular targets. We have used that knowledge to develop several state of the art technology platforms, including one called CNSProfileTM. This technology monitors the phosphoprotein changes elicited by major psychotropic drug classes and subclasses, and generates a unique molecular signature for drug compounds. By monitoring how the levels of these phosphoproteins change in vivo, we identify intracellular signaling pathways through which several major drug classes operate. Along with what we believe to be state of the art drug discovery efforts, we have used, and may continue to use, this information as a tool to validate our selection of non-clinical candidate molecules.

Given the nature of our research and development and business activities, we do not expect that compliance with federal, state and local environmental laws will result in material costs or have a significant negative effect on our operations.

Disease and Market Overview

Our programs for small molecule therapeutics are designed to address various CNS and other diseases that we believe are underserved or unmet by currently available therapies and that represent large potential commercial market opportunities for us. Background information on the diseases and related commercial markets that may be addressed by our programs is set forth below.

Schizophrenia

Schizophrenia is a disabling and chronic mental illness that is characterized by multiple symptoms during an acute phase of the disorder that can include so-called “positive” symptoms, such as hallucinations, hearing voices, grandiose beliefs and suspiciousness or paranoia. These symptoms can be accompanied by additional, harder to treat symptoms, such as social withdrawal, blunted emotional response and speech deficits, collectively referred to as “negative” symptoms, difficulty concentrating and disorganized thoughts, or cognitive impairment, depression and insomnia. Such residual symptoms often persist even after the acute positive symptoms subside, and contribute substantially to the social and employment disability associated with schizophrenia.

According to the ~~American~~John ~~Psychiatric~~Hopkins ~~Association~~School ~~and the National Institute~~ of ~~Mental Health~~Medicine, about 1% of the population (2.46 million adults in the United States) suffers from schizophrenia in any given year. A landmark study funded by the National Institute of Mental Health, the Clinical Antipsychotic Trials of Intervention Effectiveness, also referred to as CATIE, which was published in The New England Journal of Medicine in September 2005, found that 74% of patients taking typical or atypical antipsychotics discontinued treatment within 18 months because of side effects or lack of efficacy.

Bipolar Disorder

Bipolar disorder, sometimes referred to as manic-depressive illness, is characterized by extreme shifts in mood. Individuals with bipolar disorder may experience intense feelings of over-excitement, irritability, impulsivity with grandiose beliefs and racing thoughts, referred to as a manic episode. Symptoms of depression may include feeling tired, hopeless and sad, with difficulty concentrating and thoughts of suicide. Some people experience both types of symptoms in the same “mixed” episode. Severe symptoms of bipolar disorder can be associated with hallucinations or delusions, otherwise referred to as psychosis.

According to the National Institute of Mental Health, an estimated 4.4% of adults in the United States (approximately 11 million adults in the United States) experience bipolar disorder at some time in their lives. Bipolar disorder is often treated with antipsychotic medications alone or in combination with mood stabilizers. The side effects and safety risks associated with antipsychotic drugs in patients with bipolar disorder are similar to those experienced by patients with schizophrenia. Moreover, a large national research program conducted from 1998 to 2005 called the Systematic Treatment Enhancement Program for Bipolar Disorder, or STEP-BD, followed 4,360 patients with bipolar disorder long term and showed that about half of patients who were treated for bipolar disorder, still experienced lingering and recurrent symptoms, indicating a clear need for improved treatments.

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Major Depressive Disorder

MDD is a mood disorder that can be associated with symptoms of sadness, hopelessness, helplessness, feelings of guilt, irritability, loss of interest in formerly pleasurable activities, cognitive impairment, disturbed sleep patterns, and suicide ideation or behavior. Different people may experience different symptoms, but everyone with major depression experiences symptoms that are severe enough to interfere with everyday functioning, such as the ability to concentrate at work or school, social interactions, eating and sleeping. Sometimes the depressive episode can be so severe it is accompanied by psychosis (hallucinations and delusions).

According to the National Institute of Mental Health, approximately 8.3% of adults in the United States experience MDD each year. The anti-depressant market is primarily composed of selective serotonin reuptake inhibitors such as escitalopram and selective norepinephrine reuptake inhibitors, or SNRIs, such as duloxetine. Antipsychotics such as quetiapine, aripiprazole, Rexulti® and Vraylar® are also used as adjunctive treatments with antidepressant treatment. The National Institute of Mental Health-funded Sequenced Treatment Alternatives to Relieve Depression, or STAR*D, study showed that only one-third of treated patients experience complete remission of depressive symptoms. Nearly two-thirds of patients with depression do not fully recover on an anti-depressant medication.

Generalized Anxiety Disorder

Generalized anxiety disorder (GAD) is a chronic disease characterized by excessive, persistent, and uncontrollable worry about everyday life events or activities that is accompanied by nonspecific physical and psychological symptoms such as restlessness, fatigue, difficulty concentrating, irritability, muscle tension, or sleep disturbance. It is a highly prevalent condition with approximately 10 million diagnosed adults in the U.S. About half of the patients with GAD were estimated to not respond adequately to existing pharmacological interventions. There are currently no approved adjunctive treatments for GAD.

GAD affects approximately 19 million adults in the U.S. About half of the patients with GAD were estimated to not respond adequately to existing pharmacological interventions. There are currently no approved adjunctive treatments for GAD.

Given that a considerable proportion of patients with GAD fail to adequately respond to currently available pharmacological treatments, there is a high unmet need for effective therapies with a favorable safety profile.

Behavioral Disturbances in ~~Dementia~~Alzheimer’s Disease

The World Health Organization estimates that approximately 55 million people worldwide have ~~dementia~~Alzheimer’s disease, and there are nearly 10 million new cases every year. The Alzheimer’s Association estimates ~~more~~that ~~than~~nearly 67 million Americans are living with Alzheimer’s ~~dementia~~disease, or AD, in ~~2023~~2024. While the diagnostic criteria for AD and other dementias mostly focus on the related cognitive deficits, it is often the behavioral and psychiatric symptoms that are most troublesome for caregivers and lead to poor quality of life for patients. Several behavioral symptoms are quite prevalent in patients with ~~dementia, including patients with~~ AD. ~~We believe that ITI-1284 may provide a novel therapy for treating the behavioral disturbances accompanying dementia, including AD.~~

We believe there is a large unmet medical need for a safe and effective therapy to treat the behavioral symptoms in patients with dementia, including AD, and, we believe that ITI-1284 may provide a novel therapy for treating the behavioral disturbances accompanying dementia, including AD.

Parkinson’s Disease

Parkinson’s disease is a chronic and progressive neurodegenerative disorder that involves malfunction and death of neurons in a region of the brain that controls movement. This neurodegeneration creates a shortage of an important brain signaling chemical, or neurotransmitter, known as dopamine, thereby rendering patients unable to direct or control their movements in a normal manner. Parkinson’s disease is characterized by well-known motor symptoms, including tremors, limb stiffness, slowness of movements, and difficulties with posture and balance, as well as by non-motor symptoms, which include sleep disturbances, mood disorders, cognitive impairment and psychosis. Parkinson’s disease progresses slowly in most people and the severity of symptoms tends to worsen over time.

According to the National Parkinson Foundation, about 1 million people in the United States and more than 10 million people worldwide suffer from this disease. Parkinson’s disease is more common in people over 60 years of age, and the prevalence of this disease is expected to increase significantly as the average age of the population increases. Parkinson’s disease patients are commonly treated with dopamine replacement therapies, such as levodopa, commonly referred to as L-DOPA, which is metabolized to dopamine, and dopamine agonists, which are molecules that mimic the action of dopamine. Global Data estimated global sales of therapeutics such as L-DOPA, and dopamine agonists used to treat the disease to be approximately $3.9 ~~billion in 2023.~~

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Non-motor symptoms can be particularly distressing and even more troublesome to patients with Parkinson’s disease than the primary motor disturbances. Non-motor symptoms substantially contribute to the burden of Parkinson’s disease and deeply affect the quality of life of patients and their caregivers. Non-motor symptoms of Parkinson’s disease are associated with increased caregiver stress and burden, nursing home placement, and increased morbidity and mortality. Treatment of non-motor symptoms associated with Parkinson’s disease poses a challenge to physicians. Current dopamine replacement drugs used to treat the motor symptoms of Parkinson’s disease do not help, and sometimes worsen, the non-motor symptoms. We believe there is a large unmet medical need for the treatment of non-motor symptoms associated with Parkinson’s disease.

Opioid Use Disorder

The opioid crisis was declared a public health emergency in 2017. According to the 2021 National Survey on Drug Use and Health, opioid misuse is widespread with over 9 million Americans reporting opioid misuse. The rate of drug overdose deaths involving opioids in the United States remains high, with more than 80,000 deaths reported in 2021.

Opioids are a class of drugs that include the illegal drug heroin, synthetic opioids such as fentanyl, and pain relievers available legally by prescription, including oxycodone, hydrocodone, codeine and morphine. Opioids produce high levels of positive reinforcement, increasing the odds that people will continue using them despite negative consequences. Opioid use disorder is a chronic lifelong disorder, with serious potential consequences including disability, relapses, and death. While medications including methadone, buprenorphine and naltrexone are approved to treat opioid use disorder, these medications do not effectively treat psychiatric comorbidities (e.g., mood and anxiety disorders) that may drive opioid use/abuse or dysphoria or the dysphoria and mood disturbances (e.g., depression and anxiety) that often accompany opioid withdrawal and abstinence.

Our Strategy

Our goal is to discover, develop and commercialize novel small molecule therapeutics for the treatment of CNS diseases and other diseases in order to improve the lives of people suffering from such illnesses. Using our key understanding of intracellular signaling, we seek to accomplish our goal, using our in-house expert drug discovery and clinical development teams, in two ways:

•we seek to have the capability to develop first-in-class medications with novel mechanisms that have the potential to treat CNS diseases and other diseases for which there are no previously marketed drugs; and

•we seek to develop drugs that either can differentiate themselves in competitive markets by addressing aspects of CNS diseases and other diseases which are not adequately treated by currently marketed drugs or can be effective with fewer side effects.

The key elements of our strategy are to:

•continue to commercialize CAPLYTA, which has been approved by the FDA for the treatment of schizophrenia and bipolar depression in adults, in the United States;

•~~complete~~obtain ~~the~~FDA ~~development~~approval of our sNDA of lumateperone for ~~additional~~MDD ~~neuropsychiatric~~in ~~indications~~adults, ~~such~~ as ~~MDD;~~adjunctive therapy to antidepressants and, subject to FDA approval, achieve a successful commercial launch in this indication;

•complete the development of lumateperone for additional psychiatric indications;

•expand the commercial potential of lumateperone by investigating its usefulness in additional neurological areas;

•continue to advance our other product candidates in clinical development, such as ~~PDE1 inhibitors, including lenrispodun for the treatment of CNS and other disorders;~~ ITI-1284, for the treatment of generalized anxiety disorder, psychosis in patients with Alzheimer's disease and agitation in patients with Alzheimer's disease; and ~~ITI-333,~~PDE1 ~~for substance use disorders~~inhibitors, ~~pain~~including ~~and~~lenrispodun ~~psychiatric~~for ~~comorbidities~~the ~~including~~treatment ~~depression~~of CNS and ~~anxiety~~other disorders; and

•advance the earlier stage product candidates in our pipeline, such as ITI-1500, for mood and other neuropsychiatric disorders.

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Intellectual Property

Our Patent Portfolio

As of February 1, ~~2024~~2025, we owned or controlled approximately ~~134~~142 patent families filed in the United States and other major markets worldwide, including approximately ~~136~~158 issued or allowed U.S. patents, 7080 pending U.S. patent applications, ~~563~~615 issued or allowed foreign patents and ~~335~~323 pending foreign patent applications, directed to novel compounds, formulations, methods of treatment, synthetic methods, and platform technologies.

Lumateperone tosylate is FDA-approved as CAPLYTA® for the treatment of schizophrenia and for the treatment of bipolar depression. We have extensively characterized this compound and related compounds and filed additional patent applications on salt forms, polymorphs, pharmaceutical formulations, new indications, improved methods of manufacture, metabolites, derivatives, and structurally related novel compounds. As of February 1, 2024, our lumateperone program consisted of approximately 39 patent families that we own or control, filed in the United States and other major markets, including 56 issued or allowed U.S. patents, 34 pending U.S. patent applications, 240 issued or allowed foreign patents and 143 pending foreign patent applications. 18 patents are currently Orange Book listed in the United States. During 2023, the RE48,839 patent was selected for Patent Term Extension, extending its term by 215 days, through August 2033. Other pending U.S. and foreign patent applications may protect additional indications and formulations through 2043. In addition to patent protection, lumateperone has five years of new chemical entity data exclusivity with the FDA, until December 2024. Patent protection for lumateperone includes:

Summary Description of Patentor Patent Application

United States or ForeignJurisdiction

Expiration Date

ITI-007 Product Patent (approved drug product—lumateperone tosylate—in any pharmaceutical form)

Granted: US (10,464,938*), AU

March 12, 2028 (US: does not include expected 6-month extension in US for pediatric studies)

ITI-007 Crystal Form Patent (approved drug product—lumateperone tosylate—in solid crystalline form)

Granted: US (8,648,077*; 9,199,995*; 9,586,960*; RE48,825*), EP (AT, BE, BG, CH, CZ, DE, DK, EE, ES, FI, FR, GB, GR, HR, HU, IE, IT, LT, LU, LV, NL, NO, PL, PT, RO, SE, SI, SK, TR), AU, CA, CN, KR, HK, JP and MXPending in IL, IN

December 1, 2029 (US; does not include expected 6-month extension for pediatric studies);March 12, 2029 (ex-US)

ITI-007 Dosage and Method of Treatment Patents (including schizophrenia, bipolar depression, sleep disorder indications)

Granted: US (8,598,119*; 9,186,258*; 9,616,061*; 10,117,867*; 10,702,522; RE48,839*), AU, CA (allowed), CN, JP, KR, MXPending: US (continuation), IN, KR (divisional), MX (divisional)

August 19, 2033** (US; does not include expected 6-month extension for pediatric studies);May 27, 2029 (ex-US)

ITI-007 Residual Symptoms Patent (treatment of negative/residual symptoms of schizophrenia)

Granted: US (9,956,227*; 10,960,009*; 11,026,951*), AU, CA, JP, KR, IL (allowed), IN, MX, RUPending: US (continuation), JP (divisional), EP, KR (divisional), MX (divisional), CA (divisional), BR, CN

December 3, 2034 (US and ex-US; does not include expected US 6-month extension for pediatric studies)

Patents for Additional Compositions and Dosage Forms

Granted: US (10,695,345*; 11,052,084*, 11,690,842*, 11,753,419*, 11,806,348*)Pending: US (continuation), AU, CA, CN, EP, IN, IL, JP, KR, MX, RU

2037-2040

Patents for Additional Indications (including post-traumatic stress disorder, impulse control disorder, symptoms associated with dementia, acute depression, acute anxiety, psychiatric disorders associated with inflammation or infection)

Granted: US (11,053,245; 11,124,514)Granted or pending in US, EP, JP, and other countries

2033-2043

*Orange-Book listed U.S. patents (NB: U.S. 8,598,119 and U.S. 9,586,960 have been requested for delisting as they have been superseded by RE48,839 and RE48,825, respectively)

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Lumateperone tosylate is FDA-approved as CAPLYTA® for the treatment of schizophrenia and for the treatment of bipolar depression. We have extensively characterized this compound and related compounds and filed additional patent applications on salt forms, polymorphs, pharmaceutical formulations, new indications, improved methods of manufacture, metabolites, derivatives, and structurally related novel compounds. As of February 1, 2025, our lumateperone program consisted of approximately 38 patent families that we own or control, filed in the United States and other major markets, including 65 issued or allowed U.S. patents, 30 pending U.S. patent applications, 193 issued or allowed foreign patents and 112 pending foreign patent applications. 21 patents are currently Orange Book listed in the United States. During 2023, the RE48,839 patent was selected for Patent Term Extension, extending its term by 215 days, through August 2033. Other pending U.S. and foreign patent applications may protect additional indications and formulations through 2045. Patent protection for lumateperone includes:

Summary Description of Patent
or Patent Application

United States or Foreign
Jurisdiction

Expiration Date

ITI-007 Product Patent (approved drug product—lumateperone tosylate—in any pharmaceutical form)

Granted: US (10,464,938*), AU

March 12, 2028 (US: does not include expected 6-month extension in US for pediatric studies)

ITI-007 Crystal Form Patent (approved drug product—lumateperone tosylate—in solid crystalline form)

Pending in IL, IN

December 1, 2029 (US; does not include expected 6-month extension for pediatric studies);

March 12, 2029 (ex-US)

ITI-007 Dosage and Method of Treatment Patents (including schizophrenia, bipolar depression, sleep disorder indications)

Granted: US (8,598,119*; 9,186,258*; 9,616,061*; 10,117,867*; 10,702,522; RE48,839*), AU, CA, CN, JP, KR, MX

Pending: US (continuation), MX (divisional)

August 19, 2033** (US; does not include expected 6-month extension for pediatric studies);

May 27, 2029 (ex-US)

ITI-007 Residual Symptoms Patent (treatment of negative/residual symptoms of schizophrenia and bipolar depression)

Granted: US (9,956,227*; 10,960,009*; 11,026,951*), AU, CA, JP, KR, IL, IN, MX, RU

Pending: US (continuation), JP (divisional), EP, KR (divisional), MX (divisional), CA (divisional), BR, CN

December 3, 2034 (US and ex-US; does not include expected US 6-month extension for pediatric studies)

Patents for Additional Compositions and Dosage Forms

Granted: US (10,716,786, 10,695,345*; 11,052,083, 11,052,084*, 11,690,842*, 11,753,419*, 11,806,348*, 12,070,459*, 12,128,043*, 12,122,792*), AU, CA, CN, IN, IL, KR, JP, MX, RU

Pending: US (continuation), AU, CA, CN, EP, IN, IL, JP, KR, MX, RU

2037-2040

Patents for Additional Indications (including post-traumatic stress disorder, impulse control disorder, symptoms associated with dementia, acute depression, bipolar disorder, acute anxiety, psychiatric disorders associated with inflammation or infection)

Granted: US (11,053,245; 11,124,514, 11,958,852, 11,980,617*, 12,090,155*)

Granted or pending in US, EP, JP, and other countries

2033-2043

*Orange-Book listed U.S. patents (NB: U.S. 8,598,119 and U.S. 9,586,960 have been requested for delisting as they have been superseded by RE48,839 and RE48,825, respectively)

**In the United States, we are permitted to extend the term of one U.S. patent for lumateperone or the use thereof. U.S. Patent RE48,839 was selected for patent term extension. Patent terms may be subject to change not only due to potential patent term extensions but also to any terminal disclaimer that reduces patent term, as well as other factors. Because the U.S. patent laws and related judicial interpretations change, modifications or new interpretations of the laws may impact our patent terms.

Our ITI-1284 program relates to novel lumateperone derivatives for the treatment of behavioral disturbances associated with dementia, and other central nervous system disorders. Eight families of patent applications have been filed which provide coverage for ITI-1284, which have already resulted in 10 U.S. patents and 70 foreign patents. The ITI-1284 molecule has composition of matter protection to 2037, with possible extensions and additional Orange Book-listable protection to 2042. 11

~~Our~~Table program on PDE1 inhibitors for cognition, dopamine-mediated and other disorders, as well as several others, includes patent protection across 57 families, including 31 families for the lead molecule, lenrispodun, as well as a wide range of filings on other proprietary compounds and indications. The lenrispodun lead molecule has composition of matter protection to 2029, with possible extensions and additional Orange Book-listable protection to 2034. Additionally, we expect to have data exclusivity in the European Union (EU) for up to 11 years from commercial launch. We are also evaluating potential follow-on compounds for lenrispodun which would have patent protection beyond 2030. Contents

Our ITI-~~333~~1284 program relates to ~~novel~~a ~~compounds~~deuterated form of lumateperone for the ~~non-addictive~~ treatment of ~~pain~~generalized ~~and~~anxiety ~~for~~disorder, ~~the~~and ~~treatment~~other ofcentral ~~opiate~~nervous ~~use~~system ~~disorder~~disorders. 18Ten families of patent applications have been filed, ~~including~~which ~~six~~provide ~~families~~coverage for ITI-1284, which have already resulted in ~~eight~~11 U.S. patents and 6976 foreign patents. ~~These~~The ~~patent~~ITI-1284 ~~families~~molecule ~~will~~has ~~protect~~composition ~~the~~of ~~lead~~matter ~~compound,~~protection asto ~~well as many other analogs under development~~2037, ~~beyond~~with ~~2037~~possible ~~(exclusive~~extensions ofand ~~any~~additional ~~patent~~Orange ~~term~~Book-listable ~~extensions~~protection ~~and~~to ~~regulatory exclusivities)~~2042.

Our early-stage ITI-1500 program relates to novel compounds as non-hallucinogenic psychedelics, which we refer to as neuroplastogens, for the treatment of a variety neuropsychiatric disorders, including depression and anxiety. ~~Composition~~Five families of ~~matter~~ patent ~~protection~~applications have been filed, which will ~~extend~~provide tocomposition of matter patent protection through at least 2043, with possible extensions and additional Orange Book-listable protection to 2048.

Our program on PDE1 inhibitors for cognition, dopamine-mediated and other disorders, as well as several others, includes patent protection across 60 families, including 31 families for the lead molecule, lenrispodun, as well as a wide range of filings on other proprietary compounds and indications. The lenrispodun lead molecule has composition of matter protection to 2029, with possible extensions and additional Orange Book-listable protection to 2034. Additionally, we expect to have data exclusivity in the European Union (EU) for up to 11 years from commercial launch. We are also evaluating potential follow-on compounds for lenrispodun which would have patent protection beyond 2030.

We have also filed patent applications on novel proprietary targets and lead compounds for AD, which would provide compound protection beyond 2028 or beyond 2034, depending on which compound is ultimately selected for development.

License Agreement

The Bristol-Myers Squibb License Agreement

On May 31, 2005, we entered into a worldwide, exclusive License Agreement with Bristol-Myers Squibb Company, or BMS, pursuant to which we hold a license to certain patents and know-how of BMS relating to lumateperone and other specified compounds. The agreement was amended on November 3, 2010. The licensed rights are exclusive, except BMS retains rights in specified compounds in the fields of obesity, diabetes, metabolic syndrome and cardiovascular disease. However, BMS has no right to use, develop or commercialize lumateperone and other specified compounds in any field of use. We have the right to grant sublicenses of the rights conveyed by BMS. We are obliged under the agreement to use commercially reasonable efforts to develop and commercialize the licensed technology. We are also prohibited from engaging in the clinical development or commercialization of specified competitive compounds.

Under the agreement, we have made payments of $10.8 million to BMS related to milestones achieved through December 31, ~~2023~~2024 for lumateperone. Possible milestone payments remaining total $5.0 million. Under the agreement, we may be obliged to make other milestone payments to BMS for each licensed product of up to an aggregate of approximately $14.75 million. We are also obliged to make tiered single digit percentage royalty payments ranging between 5 – 9% on sales of licensed products. We are obliged to pay to BMS a percentage of non-royalty payments made in consideration of any sublicense.

The agreement extends, and royalties are payable, on a country-by-country and product-by-product basis, through the latter of ten years after first commercial sale of a licensed product in such country, expiration of the last licensed patent covering a licensed product, its method of manufacture or use, or the expiration of other government grants providing market exclusivity, subject to certain rights of the parties to terminate the agreement on the occurrence of certain events. On termination of the agreement, we may be obliged to convey to BMS rights in developments relating to a licensed compound or licensed product, including regulatory filings, research results and other intellectual property rights.

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Manufacturing

We do not own or operate manufacturing facilities for the production of CAPLYTA or any of our product candidates, nor do we have plans to develop our own manufacturing operations in the foreseeable future. We currently rely on third-party contract manufacturers for all of our required raw materials inclusive of active pharmaceutical ingredient, or API, and its intermediates, as well as finished product for commercial sales of CAPLYTA and for our non-clinical research and clinical trials, including our ongoing and anticipated trials. We believe that we would be able to contract with other third-party contract manufacturers to obtain API, if our existing sources of API were no longer available, but there is no assurance that API would be available from other third-party manufacturers on acceptable terms, on the timeframe that our business would require, or at all.

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The Siegfried Supply Agreement

On January 4, 2017, we entered into a supply agreement with Siegfried Evionnaz SA, an affiliate of Siegfried AG, or Siegfried. Following the automatic expiration of the agreement on January 4, 2023, we entered into a new supply agreement with Siegfried effective January 5, 2023, or the Siegfried Agreement. Under the Siegfried Agreement, Siegfried has agreed to manufacture and supply the API and its intermediates for lumateperone in commercial quantities. We agreed to provide Siegfried with a rolling forecast of our anticipated requirements for supply of the API. Under the agreement, our purchase prices for supply of the API and its intermediates from Siegfried are specified based on the volume of API produced. The initial term of the Siegfried Agreement is three years until January 5, 2026. The Siegfried Agreement will automatically renew on an evergreen basis for a consecutive one-year period, unless either party notifies the other party of its election to not renew the agreement at least 12 months prior to the end of the initial term or any renewal period then in effect. Either party may terminate the agreement prior to its expiration upon an uncured material breach by the other party, the liquidation or dissolution of the other party, the commencement of insolvency procedures or other bankruptcy-related proceedings that are not dismissed within a certain period of time, the appointment of any receiver, trustee or assignee to take possession of the properties of the other party, the cessation of all or substantially all of the other party’s business operations, or a continuing force majeure event affecting the other party. Under the Siegfried Agreement, we have the right to and may purchase the API and its intermediates for lumateperone from other suppliers. As of December 31, ~~2023~~2024, the Company has committed to purchasing production campaigns of API and intermediate product from Siegfried that are expected to be delivered in ~~2024~~2025.

The Lonza Manufacturing Services Agreement

On January 10, 2017, we entered into a manufacturing services agreement, as amended on December 19, 2022, or the Lonza Agreement, with Lonza Ltd., or Lonza. Under the Lonza Agreement, Lonza has agreed to manufacture and supply the API for lumateperone, with purchase prices specified based on the volume produced. We agreed to provide Lonza with a written forecast of our estimated quarterly requirements. On December 19, 2022, the Lonza Agreement was amended to, among other items, extend the current term of the agreement until December 31, 2028 and provide for certain minimum annual purchase commitments by the Company for the years 2025 through 2028 for delivery in 2026 through 2029. Either party may terminate the agreement prior to its expiration upon a prior written notice, an uncured material breach by the other party, the insolvency, liquidation, dissolution or bankruptcy of the other party, or a continuing force majeure event affecting the other party, and may be extended by mutual consent. As of December 31, ~~2023~~2024, the Company has committed to purchasing production campaigns of API from Lonza that are expected to be delivered in ~~2024~~2025 ~~and~~in ~~2025~~addition to the minimum annual purchase commitments for delivery in 2026 through 2029.

Development and commercial quantities of any products that we develop will need to be manufactured in facilities, and by processes, that comply with the requirements of the FDA and the regulatory agencies of other jurisdictions in which we are seeking approval. We currently employ internal resources to manage our manufacturing contractors.

Commercial Operations

We initiated the commercial launch of CAPLYTA for the treatment of schizophrenia in adults in the United States in March 2020. In December 2021, we launched CAPLYTA for the treatment of bipolar depression in adults. In support of our commercialization efforts we employ a national sales force, which we expanded in 2024 and continue to expand in 2025. In the future, we may choose to commercialize CAPLYTA or any other products, in markets outside of the United States, if approved for sale in such markets, by establishing one or more strategic alliances.

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Customers

We are currently approved to sell CAPLYTA for the treatment of schizophrenia in adults and for the treatment of bipolar depression in adults in the United States. CAPLYTA is priced in line with other currently marketed branded antipsychotics indicated for the treatment of schizophrenia and bipolar depression. We distribute CAPLYTA principally through three third-party wholesale drug distributors whose concentration are each between 2928% and 3638% of total sales.

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Competition

We face, and will continue to face, intense competition from pharmaceutical and biotechnology companies, as well as numerous academic and research institutions and governmental agencies, both in the United States and abroad. We compete, or will compete, with existing and new products being developed by our competitors. Some of these competitors are pursuing the development of pharmaceuticals that target the same diseases and conditions that our research and development programs target.

Even if we are successful in expanding the commercialization of CAPLYTA and developing and obtaining approval of our product candidates, we would compete with a variety of established drugs in the areas of our targeted CNS therapeutic indications. CAPLYTA for the treatment of schizophrenia and for the treatment of bipolar depression competes with, among other branded products, ~~Fanapt~~Vraylar®, marketed by ~~Vanda~~AbbVie, ~~Pharmaceuticals~~Rexulti®, marketed by Otsuka Pharmaceutical, Lybalvi®, marketed by Alkermes, ~~Rexulti~~Fanapt®, marketed by ~~Otsuka~~Vanda ~~Pharmaceutical~~Pharmaceuticals, and ~~Vraylar~~Cobenfy®, marketed by ~~AbbVie~~Bristol Myers Squibb. In addition, CAPLYTA competes and our product candidates, if approved, would compete with, among other generic antipsychotic products, aripiprazole, clozapine, haloperidol, lurasidone, olanzapine, paliperidone, quetiapine/XR and risperidone.

In addition, the companies described above and other competitors may have a variety of drugs in development or be awaiting FDA approval that could reach the market and become established before our approved product is established in the market or before we are able to sell our product candidates, if approved. Our competitors may also develop alternative therapies that could further limit the market for any drugs that we may develop. Many of our competitors are using technologies or methods different or similar to ours to identify and validate drug targets and to discover novel small molecule drugs. Many of our competitors and their collaborators have significantly greater experience than we do in the following:

•identifying and validating targets;

•screening compounds against targets;

•non-clinical studies and clinical trials of potential pharmaceutical products; and

•obtaining FDA and other regulatory clearances.

In addition, many of our competitors and their collaborators have substantially greater advantages in the following areas:

•capital resources;

•research and development resources;

•manufacturing capabilities; and

•sales and marketing.

Smaller companies also may prove to be significant competitors, particularly through proprietary research discoveries and collaborative arrangements with large pharmaceutical and established biotechnology companies. Many of our competitors have products that have been approved by the FDA or are in advanced development. We face competition from other companies, academic institutions, governmental agencies and other public and private research organizations for collaborative arrangements with pharmaceutical and biotechnology companies, in recruiting and retaining highly qualified commercial, scientific and management personnel and for licenses to additional technologies. Our competitors, either alone or with their collaborators, may succeed in developing technologies or drugs that are more effective, safer, and more affordable or more easily administered than ours and may achieve patent protection or commercialize drugs sooner than us. Developments by others may render our product candidates or our technologies obsolete. Our failure to compete effectively could have a material adverse effect on our business.

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Government Regulation

United States—FDA Process

The research, development, testing, manufacture, labeling, promotion, advertising, import and export, distribution and marketing, among other things, ~~prescription~~ of prescription drug products are extensively regulated by governmental authorities in the United States and other countries. In the United States, the FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or the FDCA, and its implementing regulations. Failure to comply with the applicable U.S. requirements may subject us to administrative or judicial sanctions, such as FDA refusal to approve pending NDAs, clinical holds, warning letters, fines, civil penalties, product recalls, product seizures, total or partial suspension of production or distribution, injunctions and/or criminal prosecution.

Drug Approval Process. None of our drug product candidates may be marketed in the United States until the drug has received FDA approval. Such approval can take many years to obtain and may be rejected by the FDA at a number of steps. The steps required before a drug may be marketed in the United States generally include the following:

•completion of extensive non-clinical laboratory tests, potentially animal studies, and formulation studies in accordance with the FDA’s Good Laboratory Practice, or GLP, regulations;

•submission to the FDA of an Investigational New Drug application, or IND, for human clinical testing, which must become effective before human clinical trials may begin;

•performance of adequate and well-controlled human clinical trials to establish the safety and efficacy of the drug for each proposed indication;

•submission to the FDA of an NDA after completion of all clinical trials;

•satisfactory completion of an FDA pre-approval inspection of the manufacturing facility or facilities at which the API and finished drug product are produced and tested to assess compliance with current Good Manufacturing ~~Practices~~Practice, or ~~cGMPs~~cGMP, regulations;

•satisfactory completion of FDA inspections of clinical trial sites to assure that data supporting the safety and effectiveness of the product candidate ~~has~~have been generated in compliance with Good Clinical ~~Practices~~Practice, or GCP, regulations; and

•FDA review and approval of the NDA prior to any commercial marketing or sale of the drug in the United States.

Non-clinical tests include laboratory evaluation of product chemistry, toxicity and formulation, as well as animal studies. The Consolidated Appropriations Act for 2023, signed into law on December 29, 2022, (P.L. 117-328) amended the FDCA to specify that non-clinical testing for drugs may, but is not required to, include in vivo animal testing. According to the amended language, a sponsor may fulfill non-clinical testing requirements by completing various in vitro assays (e.g., cell-based assays, organ chips, or microphysiological systems), in silico studies (i.e., computer modeling), other human or non-human biology-based tests (e.g., bioprinting), or in vivo animal tests. The conduct of the non-clinical tests and formulation of the compounds for testing must comply with federal regulations and requirements. The results of the non-clinical tests, together with manufacturing information and analytical data, are submitted to the FDA as part of an IND, which must become effective before human clinical trials may begin. An IND will automatically become effective 30 days after receipt by the FDA, unless before that time the FDA raises concerns or questions about the conduct of the trial, such as whether human research subjects will be exposed to an unreasonable health risk. In such a case, the IND sponsor and the FDA must resolve any outstanding FDA concerns or questions before clinical trials can proceed. The FDA, the trial’s sponsor or an Institutional Review Board, or IRB, overseeing the trial also may place a study on hold at any time during its execution.

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Clinical trials involve administration of the investigational drug to human subjects under the supervision of qualified investigators. Clinical trials are conducted under protocols detailing the objectives of the study, the parameters to be used in monitoring safety and the effectiveness criteria to be evaluated. Each protocol must be provided to the FDA as part of a separate submission to the IND. Further, an IRB, for each site proposing to conduct the clinical trial, must review and approve the study protocol and informed consent information for study subjects for any clinical trial before it commences at ~~that~~each ~~center~~site, and the IRB must monitor the study until it is completed. Study subjects must provide informed consent before being enrolled to participate in a clinical trial. There are also requirements governing reporting of on-going clinical trials and clinical trial results to public registries. Failure to timely register a covered clinical study or to submit study results as provided for in the law can give rise to civil monetary penalties and also prevent the non-compliant party from receiving future grant funds from the federal government. The ClinicalTrials.gov registration and reporting final rule became effective in 2017, and the government has brought enforcement actions against clinical trial sponsors that failed to comply with such requirements. ~~Study subjects must provide informed consent before being enrolled to participate in a clinical trial.~~

Clinical trials necessary for product approval typically are conducted in three sequential phases, but the phases may overlap.

•Phase 1 usually involves the initial introduction of the investigational drug into a limited population, typically healthy humans, to evaluate its short-term safety, dosage tolerance, metabolism, pharmacokinetics and pharmacologic actions, and, if possible, to gain an early indication of its effectiveness.

•Phase 2 usually involves trials in a limited patient population to (i) evaluate dosage tolerance and appropriate dosage; (ii) identify possible adverse effects and safety risks; and (iii) evaluate preliminarily the efficacy of the drug for specific targeted indications. Multiple Phase 2 clinical trials may be conducted by the sponsor to obtain information prior to beginning larger and more expensive Phase 3 clinical trials.

•Phase 3 trials, commonly referred to as pivotal studies, are undertaken in an expanded patient population at multiple, geographically dispersed clinical trial centers to further evaluate clinical efficacy and test further for safety by using the drug in its final form.

The FDA may approve an NDA for a product candidate, but require that the sponsor conduct additional clinical trials to further assess the drug after NDA approval under a post-approval commitment. Post-approval trials are typically referred to as Phase 4 clinical trials.

Congress also ~~recently~~ amended the FDCA, as part of the Consolidated Appropriations Act for 2023, in order to require sponsors of a Phase 3 clinical trial, or other “pivotal study” of a new drug to support marketing authorization, to design and submit a diversity action plan for such clinical trial. The action plan must include the sponsor’s diversity goals for enrollment, as well as a rationale for the goals and a description of how the sponsor will meet them. Sponsors must submit a diversity action plan to the FDA by the time the sponsor submits the relevant clinical trial protocol to the agency for review. The FDA may grant a waiver for some or all of the requirements for a diversity action plan. ItIf ~~is unknown at this time how~~ the ~~diversity action plan may affect Phase 3 trial planning and timing or what specific information the~~ FDA ~~will expect in such plans, but if the FDA~~ objects to a sponsor’s diversity action plan, it may delay trial initiation.

During the development of a new drug, sponsors are given an opportunity to meet with the FDA at certain points. These points may be prior to submission of an IND, at the end of Phase 2, and before an NDA is submitted. Meetings at other times may be requested. These meetings can provide an opportunity for the sponsor to share information about the data gathered to date, for the FDA to provide advice, and for the sponsor and the FDA to reach an agreement on the next phase of development. Sponsors typically use the end of Phase 2 meeting to discuss their Phase 2 clinical results and present their plans for the pivotal Phase 3 clinical trial (or trials) that they believe will support approval of the new drug. A sponsor may request a Special Protocol Assessment, or SPA, to reach an agreement with the FDA that the protocol design, clinical endpoints, and statistical analyses are acceptable to support regulatory approval of the product candidate with respect to effectiveness in the indication studied. If such an agreement is reached, it will be documented and made part of the administrative record, and it will be binding on the FDA except in limited circumstances, such as if the FDA identifies a substantial scientific issue essential to determining the safety or effectiveness of the product after clinical studies begin, or if the sponsor fails to follow the protocol that was agreed upon with the FDA. There is no guarantee that a study will ultimately be adequate to support an approval even if the study is subject to an SPA.

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Concurrent with clinical trials, companies usually complete additional animal safety studies and must also develop additional information about the chemistry and physical characteristics of the drug and finalize a process for manufacturing the product in accordance with cGMP requirements. The manufacturing process must be capable of consistently producing quality batches of the drug candidate and the manufacturer must develop methods for testing the quality, purity and potency of the final drugs. Additionally, appropriate packaging must be selected and tested and stability studies must be conducted to demonstrate that the drug candidate does not undergo unacceptable deterioration over its shelf life.

Assuming successful completion of the required clinical testing, the results of non-clinical studies and of clinical studies, together with other detailed information, including information on the manufacture and composition of the drug, are submitted to the FDA in the form of an NDA requesting approval to market the product for one or more indications. An NDA must be accompanied by a significant user fee, and the sponsor of an approved NDA is also subject to an annual program fee. These fees are typically adjusted annually, but exemptions and waivers may be available under certain circumstances. The NDA is subject to a sixty-day acceptance period, and if sufficiently complete to permit substantive review, will be filed by the FDA at the end of that period. For NDAs that are assigned a standard review designation, the FDA’s goal is to complete its review ten months from the date the FDA files the NDA and, for NDAs determined by the agency to be eligible for priority review, six months from the date the FDA files the NDA. These goals can be extended by the FDA through requests for additional information from the sponsor.

The testing and approval process requires substantial time, effort and financial resources. The FDA will review the NDA to determine, among other things, whether the product candidate is safe and effective for its intended use. FDA may refuse to approve an NDA if the applicable regulatory criteria are not satisfied or may require additional clinical or other data and information. The FDA may also refer the application to the appropriate advisory committee, typically a panel of clinicians, for review, evaluation and a recommendation as to whether the application should be approved. The FDA is not bound by the recommendations of the advisory committee, but it typically follows such recommendations.

Before approving an NDA, the FDA inspects the facility or the facilities at which the drug and/or its active pharmaceutical ingredient is manufactured and will not approve the product unless the manufacturing is in compliance with cGMPs. On the basis of the FDA’s evaluation of the NDA and accompanying information, including the results of the inspection of the manufacturing facilities, it may issue an approval letter or a Complete Response Letter. The approval letter authorizes commercial marketing of the drug for specific indications. As a condition of NDA approval, the FDA may require post-marketing testing and surveillance to monitor the drug’s safety or efficacy, or impose other conditions, as discussed further below. A Complete Response Letter indicates that the review cycle of the application is complete and the application will not be approved in its current form. A Complete Response Letter outlines the deficiencies in the submission and may require additional clinical data and/or additional clinical trial(s), and/or other significant, expensive and time-consuming requirements related to clinical trials, non-clinical studies or manufacturing. If a Complete Response Letter is issued, the applicant may choose to either resubmit the NDA addressing all of the deficiencies identified in the letter or withdraw the application. Even if such additional information is submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval. Data from clinical trials is not always conclusive and the FDA may interpret data differently than we or our collaborators interpret data. Alternatively, the FDA could also approve the NDA with a Risk Evaluation and Mitigation Strategy, or REMS, to mitigate risks of the drug, which could include medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries or other risk minimization tools. Once the FDA approves a drug, the FDA may withdraw product approval if on-going regulatory requirements are not met or if safety problems occur after the product reaches the market. In addition, the FDA may require testing, including Phase 4 clinical trials, and surveillance programs to monitor the safety of approved products that have been commercialized, and the FDA has the power to prevent or limit further marketing of a product based on the results of these post-marketing programs or other information.

Post-Approval Requirements. After a drug has been approved by the FDA for sale, the FDA may require that certain post-approval requirements be satisfied, including the conduct of additional clinical trials. If post-approval conditions are not satisfied, the FDA may withdraw its approval of the drug. In addition, certain changes to an approved product, such as adding new indications, making certain manufacturing changes, or making certain additional labeling claims, are subject to further FDA review and approval. Before a company can market products for additional indications, it must obtain additional approvals from the FDA, typically through the submission and approval of a supplemental NDA. Obtaining approval for a new indication generally requires that additional clinical trials be conducted. A company cannot be sure that any additional approval for new indications for any product candidate will be approved on a timely basis, or at all.

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InConcurrent ~~addition,~~with ~~holders~~clinical oftrials, ancompanies ~~approved~~usually ~~NDA~~complete ~~are~~additional ~~required~~animal tosafety ~~(i)~~studies ~~report certain adverse reactions to the FDA~~ and ~~maintain~~must ~~pharmacovigilance~~also ~~programs~~develop toadditional ~~proactively~~information ~~look~~about ~~for~~the ~~these~~chemistry ~~adverse events; (ii) comply with certain requirements concerning advertising~~ and ~~promotional~~physical ~~labeling~~characteristics ~~for~~of ~~their~~the ~~products;~~drug and ~~(iii)~~finalize ~~continue~~a toprocess ~~have~~for ~~quality control and~~ manufacturing ~~procedures~~the ~~conform~~product toin ~~cGMPs~~accordance ~~after~~with ~~approval~~cGMP requirements. The ~~FDA~~manufacturing ~~periodically~~process ~~inspects~~must ~~the~~be ~~sponsor’s~~capable ~~records~~of ~~related~~consistently toproducing ~~safety~~quality ~~reporting~~batches ~~and~~of the ~~approved~~ drug’s ~~manufacturing facilities~~candidate, ~~which~~and ~~includes~~the ~~assessment~~manufacturer ofmust ~~on-going~~develop ~~compliance~~methods ~~with~~for ~~cGMPs.~~testing ~~Accordingly,~~the ~~manufacturers must continue to expend time~~quality, ~~money~~purity and ~~effort~~potency inof the ~~area~~final ~~of production and quality control to maintain cGMP compliance~~drugs. WeAdditionally, ~~intend~~appropriate topackaging ~~continue~~must tobe ~~use~~selected ~~third-party manufacturers to produce our products in clinical~~ and ~~commercial quantities~~tested, and ~~future~~stability ~~FDA~~studies ~~inspections~~must ~~may~~be ~~identify~~conducted ~~compliance~~to ~~issues~~demonstrate ~~at the facilities of our contract manufacturers~~ that may disrupt production or distribution, or require substantial resources to correct. In addition, discovery of problems with a product after approval may result in new restrictions on a product, manufacturer or holder of an approved NDA, including recall of the ~~product~~drug ~~from~~candidate ~~the~~does ~~market,~~not ~~imposition~~undergo ofunacceptable adeterioration ~~REMS~~over ~~program,~~its orshelf ~~withdrawal of approval of the NDA for that drug, among other potential consequences~~life.

~~Moreover,~~Assuming ~~the~~successful ~~distribution~~completion of ~~prescription pharmaceutical products is subject to~~ the ~~Prescription~~required ~~Drug~~clinical ~~Marketing Act~~testing, or the ~~PDMA,~~results ~~which~~of ~~regulates~~non-clinical ~~the~~studies ~~distribution~~and of ~~drugs~~clinical ~~and~~studies, ~~drug~~together ~~samples~~with atother ~~the~~detailed ~~federal level~~information, ~~and~~including ~~sets~~information ~~minimum~~on ~~standards for~~ the ~~registration~~manufacture and ~~regulation~~composition of the drug, ~~distributors~~are bysubmitted to the ~~states.~~FDA ~~Both~~in the ~~PDMA~~form ~~and~~of ~~state~~an ~~laws~~NDA ~~limit~~requesting ~~the~~approval ~~distribution~~to ofmarket ~~prescription~~the ~~drug~~ product ~~samples~~for ~~and~~one ~~impose~~or ~~requirements~~more toindications. ~~ensure~~An ~~accountability~~NDA inmust ~~distribution.~~be ~~The~~accompanied ~~Drug~~by ~~Supply~~a ~~Chain~~significant ~~Security~~user ~~Act~~fee, orand ~~DSCSA, was enacted in 2013 with~~ the ~~aim~~sponsor of ~~building~~ an ~~electronic~~approved ~~system~~NDA tois ~~identify~~also ~~and~~subject ~~trace~~to ~~certain~~an ~~prescription~~annual ~~drugs~~program ~~distributed in the United States~~fee. ~~The~~These ~~DSCSA~~fees ~~mandates~~are ~~phased-in~~typically ~~and~~adjusted ~~resource-intensive obligations for pharmaceutical manufacturers~~annually, ~~wholesale~~but ~~distributors,~~exemptions and ~~dispensers~~waivers ~~over~~may abe ~~ten-year~~available ~~period~~under ~~that~~certain ~~culminated in November 2023~~circumstances. ~~Most~~The ~~recently,~~NDA ~~the~~is ~~FDA~~subject ~~announced~~to a ~~one~~60-~~year~~day ~~stabilization~~acceptance period, and if sufficiently complete to ~~November~~permit ~~2024~~substantive review, ~~giving~~will ~~entities~~be ~~subject~~filed toby the ~~DSCSA~~FDA ~~additional~~at ~~time~~the toend ~~finalize~~of ~~interoperable~~that ~~tracking~~period. ~~systems~~For ~~and~~NDAs tothat ~~ensure~~are ~~supply~~assigned ~~chain~~a ~~continuity.~~standard ~~From~~review ~~time to time~~designation, ~~new~~the ~~legislation~~FDA’s ~~and~~goal ~~regulations~~is ~~may~~to becomplete ~~implemented~~its ~~that~~review ~~could~~10 ~~significantly~~months ~~change~~from the ~~statutory~~date ~~provisions~~the ~~governing~~FDA files the ~~approval,~~NDA ~~manufacturing~~for review and, ~~marketing~~for ofNDAs ~~products~~determined ~~regulated~~ by the ~~FDA.~~agency Itto isbe ~~impossible~~eligible tofor ~~predict~~priority ~~whether~~review, ~~further~~six ~~legislative~~months orfrom ~~regulatory~~the ~~changes~~date ~~will~~the beFDA ~~enacted,~~files orthe ~~FDA~~NDA ~~regulations,~~for ~~guidance~~review. orThese ~~interpretations~~goals ~~changed~~can orbe ~~what~~extended by the ~~impact~~FDA ofthrough ~~such~~requests ~~changes,~~for ifadditional ~~any,~~information ~~may~~from bethe sponsor.

~~Patent~~The ~~Term~~testing ~~Restoration~~ and ~~Marketing Exclusivity. Depending upon the timing, duration and specifics of FDA~~ approval ofprocess ~~the~~requires ~~use~~substantial ~~of our drugs~~time, ~~some~~effort ~~of our U.S. patents may be eligible for limited patent term extension under the Drug Price Competition~~ and ~~Patent~~financial ~~Term Restoration Act of 1984, referred to as the Hatch-Waxman Amendments~~resources. The ~~Hatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during product development and the~~ FDA ~~regulatory~~will review ~~process. However, patent term restoration cannot extend~~ the ~~remaining~~NDA ~~term~~to ofdetermine, aamong ~~patent~~other ~~beyond~~things, awhether ~~total of 14 years from~~ the product’s ~~approval~~candidate ~~date. The patent term restoration period~~ is ~~generally~~safe ~~one-half~~and ~~the time between the~~ effective ~~date~~for ofits anintended ~~IND~~use. ~~and~~FDA ~~the~~may ~~submission~~refuse ~~date~~to ofapprove an NDA, ~~plus~~if the ~~time~~applicable ~~between~~regulatory ~~the~~criteria ~~submission~~are ~~date~~not ofsatisfied anor ~~NDA~~may ~~and~~require ~~the~~additional ~~approval~~clinical ofor ~~that~~other ~~application.~~data ~~Only one patent applicable to an approved drug is eligible for the extension~~ and ~~the extension must be requested prior to expiration of the patent~~information. ~~Also,~~The ~~the~~FDA ~~approval~~may ~~must~~also berefer the ~~first~~application ~~permitted~~to ~~commercial marketing or use of~~ the ~~active~~appropriate ~~ingredient~~advisory ~~under~~committee, ~~the~~typically ~~relevant~~a ~~provision~~panel of ~~law.~~clinicians, ~~The~~for ~~USPTO~~review, inevaluation ~~consultation~~and ~~with~~a ~~the~~recommendation ~~FDA,~~as ~~reviews~~to ~~and~~whether ~~approves~~ the application ~~for~~should ~~any~~be ~~patent term extension or restoration~~approved. WeThe ~~have~~FDA ~~applied~~is ~~for,~~not ~~and~~bound inby the ~~future~~recommendations ~~we intend to apply for, restorations~~ of ~~patent~~the ~~term~~advisory ~~for some of our currently owned or licensed patents to add patent life beyond their current expiration date~~committee, ~~depending~~but onit ~~the~~typically ~~expected~~follows ~~length~~such ~~of clinical trials and other factors involved in the submission of the relevant NDA~~recommendations.

Before approving an NDA, the FDA inspects the facility or the facilities at which the drug and/or its active pharmaceutical ingredient is manufactured and will not approve the product unless the manufacturing process is in compliance with cGMP requirements. On the basis of the FDA’s evaluation of the NDA and accompanying information, including the results of the inspection of the manufacturing facilities, it may issue an approval letter or a Complete Response Letter. The approval letter authorizes commercial marketing of the drug for specific indications. As a condition of NDA approval, the FDA may require post-marketing testing and surveillance to monitor the drug’s safety or efficacy, or impose other conditions, as discussed further below. A Complete Response Letter indicates that the review cycle of the application is complete and the application will not be approved in its current form. A Complete Response Letter outlines the deficiencies in the submission and may require additional clinical data and/or additional clinical trial(s), and/or other significant, expensive and time-consuming requirements related to clinical trials, non-clinical studies or manufacturing. If a Complete Response Letter is issued, the applicant may choose to either resubmit the NDA addressing all of the deficiencies identified in the letter or withdraw the application. Even if such additional information is submitted, the FDA may ultimately decide that the NDA does not satisfy the criteria for approval. Data from clinical trials is not always conclusive and the FDA may interpret such data differently than we or our collaborators do. Alternatively, the FDA could approve the NDA with a Risk Evaluation and Mitigation Strategy, or REMS, to mitigate potential risks associated with the drug, which could include medication guides, physician communication plans, or elements to assure safe use, such as restricted distribution methods, patient registries or other risk minimization tools. Once the FDA approves a drug, the FDA may withdraw product approval if on-going regulatory requirements are not met or if safety problems occur after the product reaches the market. In addition, the FDA may require testing, including Phase 4 clinical trials, and surveillance programs to monitor the safety of approved products that have been commercialized, and the FDA has the power to prevent or limit further marketing of a drug product based on the results of these post-marketing programs or other information.

Post-Approval Requirements. After a drug has been approved by the FDA for sale, the FDA may require that certain post-approval requirements be satisfied, including the conduct of additional clinical trials. If post-approval conditions are not satisfied, the FDA may withdraw its approval of the drug. In addition, certain changes to an approved product, such as adding new indications, making certain manufacturing changes, or making certain additional labeling claims, are subject to further FDA review and approval. Before a company can market drug products for additional indications, it must obtain additional approvals from the FDA, typically through the submission and approval of a supplemental NDA. Obtaining approval for a new indication generally requires that additional clinical trials be conducted. A company cannot be sure that any additional approval for new indications for any product candidate will be approved on a timely basis, or at all.

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~~Data~~In ~~and~~addition, ~~market~~holders ~~exclusivity~~of ~~provisions~~an ~~under~~approved ~~the~~NDA ~~FDCA~~are ~~also~~required ~~can~~to ~~delay~~(i) ~~the~~report ~~submission or the approval of~~ certain ~~applications.~~adverse ~~The~~reactions ~~FDCA~~to ~~provides a five-year period of non-patent data exclusivity within~~ the ~~United~~FDA ~~States~~and tomaintain ~~the~~pharmacovigilance ~~first~~programs ~~applicant~~ to ~~gain~~proactively ~~approval~~look ~~of an NDA~~ for athese ~~new~~adverse ~~chemical~~events; ~~entity.~~(ii) Acomply ~~drug~~with iscertain arequirements ~~new~~concerning ~~chemical~~advertising ~~entity~~and ifpromotional ~~the~~labeling ~~FDA~~for ~~has~~their ~~not~~products; ~~previously~~and ~~approved~~(iii) ~~any~~continue ~~other~~to ~~new~~have ~~drug~~quality ~~containing~~control ~~the~~and ~~same~~manufacturing ~~active~~procedures ~~moiety,~~conform ~~which~~to iscGMP ~~the~~regulations ~~molecule~~after ~~or ion responsible for the action of the drug substance~~approval. ~~During~~The ~~the~~FDA ~~exclusivity~~periodically ~~period,~~inspects the ~~FDA~~sponsor’s ~~may~~records ~~not~~related ~~accept~~to ~~for~~safety ~~review~~reporting anand ~~abbreviated~~the ~~new~~approved drug’s ~~application,~~manufacturing ~~or ANDA~~facilities, orwhich aincludes ~~505(b)(2)~~assessment ~~NDA submitted by another company for another version~~ of ~~such~~on-going ~~drug~~compliance ~~where~~with ~~the~~cGMP ~~applicant~~requirements. ~~does~~Accordingly, ~~not~~manufacturers ~~own~~must orcontinue ~~have a legal right of reference~~ to ~~all~~expend ~~the data required for approval. However~~time, anmoney ~~application~~and ~~may~~effort bein ~~submitted~~the ~~after~~area ~~four~~of ~~years~~production ifand itquality ~~contains~~control ato ~~certification~~maintain ofcGMP ~~patent invalidity or non-infringement~~compliance. ~~The~~We ~~FDCA~~intend ~~also~~to ~~provides~~continue ~~three~~to ~~years~~use ofthird-party ~~marketing~~manufacturers ~~exclusivity for an NDA, 505(b)(2) NDA or supplement~~ to anproduce ~~existing~~our ~~NDA~~products ifin ~~new~~ clinical ~~investigations,~~and ~~other~~commercial ~~than bioavailability studies~~quantities, ~~conducted~~and orfuture ~~sponsored~~FDA byinspections ~~the~~may ~~applicant~~identify ~~are~~compliance ~~deemed~~issues byat the ~~FDA~~facilities toof beour ~~essential~~contract tomanufacturers ~~the~~that ~~approval~~may ofdisrupt ~~the~~production ~~application,~~or ~~for example~~distribution, ~~for new indications, dosages~~ or ~~strengths~~require ofsubstantial anresources ~~existing~~to ~~drug~~correct. ~~This~~In ~~three-year~~addition, ~~exclusivity~~discovery ~~covers~~of ~~only~~problems ~~the data and information associated~~ with ~~the~~a ~~new~~drug ~~clinical~~product ~~investigations~~after ~~and~~approval ~~does~~may ~~not~~result ~~prohibit~~in ~~the~~new ~~FDA~~restrictions ~~from~~on ~~approving ANDAs or 505(b)(2) NDAs for drugs containing~~ the ~~original~~product, ~~active agent. Five-year and three-year exclusivity will not delay~~ the ~~submission~~manufacturer or ~~approval~~holder of athe ~~full~~approved NDA~~; however~~, anincluding ~~applicant~~recall ~~submitting a full NDA would be required to conduct, or obtain a right~~ of ~~reference~~the toproduct ~~all~~from of the ~~non-clinical~~market, ~~studies~~imposition ~~and clinical trials necessary to demonstrate safety and effectiveness. The FDCA also provides seven years~~ of ~~market exclusivity for~~ a ~~drug~~REMS ~~designated for a rare disease or condition (e.g.~~program, ~~a disease~~ or ~~condition~~withdrawal ~~that~~of ~~affects~~approval ~~less~~of ~~than 200,000 people in~~ the ~~United~~NDA ~~States) that begins to run after the drug’s marketing approval~~ for that ~~disease or condition. The exclusivity prohibits the approval of the same~~ drug, ~~for~~among ~~the same disease or condition unless there is a showing of clinical superiority or~~ other ~~exceptions~~potential ~~are triggered~~consequences.

~~Foreign~~Moreover, ~~Regulation~~the distribution of prescription pharmaceutical products is subject to the Prescription Drug Marketing Act, or the PDMA, which regulates the distribution of drugs and drug samples at the federal level, and sets minimum standards for the registration and regulation of drug distributors by the states. Both the PDMA and state laws limit the distribution of prescription drug product samples and impose requirements to ensure accountability in distribution. The Drug Supply Chain Security Act, or DSCSA, was enacted in 2013 with the aim of building an electronic system to identify and trace certain prescription drugs distributed in the United States. The DSCSA mandates phased-in and resource-intensive obligations for pharmaceutical manufacturers, wholesale distributors, and dispensers over a ten-year period that culminated in November 2023. After an additional one-year stabilization period to give entities subject to the DSCSA additional time to finalize interoperable tracking systems and to ensure supply chain continuity, the applicable requirements under the DSCSA are fully enforceable as of November 27, 2024. From time to time, new legislation and regulations may be implemented that could significantly change the statutory provisions governing the approval, manufacturing and marketing of products regulated by the FDA. It is impossible to predict whether further legislative or regulatory changes will be enacted, or FDA regulations, guidance or interpretations changed or what the impact of such changes, if any, may be.

InThe ~~addition~~Hatch-Waxman toAct, ~~regulations~~Patent inTerm Restoration and Marketing Exclusivity. Depending upon the ~~United~~timing, ~~States~~duration and specifics of FDA approval of the use of our drugs, wesome of our U.S. patents may ~~become~~be ~~subject~~eligible tofor alimited ~~variety~~patent ofterm ~~foreign~~extension ~~regulations~~under ~~governing~~the ~~clinical~~Drug ~~trials~~Price Competition and ~~commercial~~Patent ~~sales~~Term ~~and~~Restoration ~~distribution~~Act of ~~our~~1984, ~~products~~referred to as the Hatch-Waxman Amendments. ~~Whether~~Under orthe ~~not~~Hatch-Waxman weAmendments, ~~obtain~~Congress authorized the FDA ~~approval~~to ~~for~~approve ageneric ~~product,~~drugs wethat ~~must~~are ~~obtain~~the ~~approval~~same as drugs previously approved by the ~~comparable~~FDA ~~regulatory~~under ~~authorities~~the NDA provisions of ~~foreign~~the ~~countries~~statute orand ~~economic~~also ~~areas,~~enacted ~~such~~Section as505(b)(2) of the ~~European~~FDCA. ~~Union,~~To ~~before~~obtain weapproval ~~can~~of ~~commence~~a ~~clinical~~generic ~~trials~~drug, oran ~~market~~applicant ~~products~~must insubmit ~~those~~an ~~countries~~abbreviated new drug application, or ~~areas~~ANDA, to the agency. ~~The~~In ~~approval~~support ~~processes~~of ~~and~~such ~~requirements~~applications, ~~governing~~a generic manufacturer may rely on the ~~conduct~~preclinical ofand clinical ~~trials,~~testing conducted for a drug product ~~licensing~~previously approved under an NDA, ~~pricing~~known ~~and~~as ~~reimbursement~~the ~~vary~~reference ~~greatly~~listed ~~from~~drug, ~~place~~or RLD. For an ANDA to ~~place~~be approved, the FDA must find that the generic version is identical to the RLD with respect to the active ingredients, the route of administration, the dosage form, and the ~~time~~strength ~~may~~of bethe ~~longer~~drug. orAt ~~shorter~~the ~~than~~same time, the FDA must also determine that ~~required~~the ~~for~~generic ~~FDA~~drug ~~approval.~~is “bioequivalent” to the innovator drug.

~~Pricing~~In contrast, Section 505(b)(2) enables the applicant to rely, in part, on the FDA’s prior findings of safety and ~~Reimbursement~~efficacy data for an existing product, or published literature, in support of its application. Section 505(b)(2) NDAs may provide an alternate path to FDA approval for new or improved formulations or new uses of previously approved products; for example, an applicant may be seeking approval to market a previously approved drug for new indications or for a new patient population that would require new clinical data to demonstrate safety or effectiveness. Section 505(b)(2) permits the filing of an NDA where at least some of the information required for approval comes from studies not conducted by or for the applicant and for which the applicant has not obtained a right of reference. A Section 505(b)(2) applicant may eliminate the need to conduct certain nonclinical or clinical studies, if it can establish that reliance on studies conducted for a previously approved product is scientifically appropriate. Unlike the ANDA pathway used by developers of bioequivalent versions of innovator drugs, which does not allow applicants to submit new clinical data other than bioavailability or bioequivalence data, the 505(b)(2) regulatory pathway does not preclude the possibility that a follow-on applicant would need to conduct additional clinical trials or nonclinical studies; for example, they may be seeking approval to market a previously approved drug for new indications or for a new patient population that would require new clinical data to demonstrate safety or effectiveness. The FDA may then approve the new product for all or some of the label indications for which the RLD has been approved, or for any new indication sought by the Section 505(b)(2) applicant, as applicable.

In the United States and internationally, sales of any approved products, and our ability to generate revenues on such sales, are dependent, in significant part, on the availability of adequate coverage and reimbursement from third-party payers, such as state and federal governments, managed care providers and private insurance plans. Private insurers, such as health maintenance organizations and managed care providers, have implemented cost-cutting and reimbursement initiatives and likely will continue to do so in the future. These include establishing formularies that govern the drugs and biologics that will be offered and the out-of-pocket obligations of member patients for such products. We may need to conduct pharmacoeconomic studies to demonstrate the cost-effectiveness of our products for formulary coverage and reimbursement. Even with such studies, our products may be considered less safe, less effective or less cost-effective than existing products, and third-party payers may not provide coverage and reimbursement for our product candidates, in whole or in part.

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InThe ~~addition,~~Hatch-Waxman ~~particularly~~Amendments inpermit ~~the~~a ~~United~~patent ~~States~~restoration ~~and~~term ~~increasingly in other countries, we are required to provide discounts and pay rebates to state and federal governments and agencies in connection with purchases~~ of ~~our~~up ~~products that are reimbursed by such entities. It is possible that future legislation in the United States and other jurisdictions could be enacted~~ to ~~potentially~~five ~~impact~~years ~~reimbursement~~as ~~rates~~compensation for ~~the~~patent ~~products~~term welost ~~are~~during ~~developing~~product ~~and~~development ~~may develop in the future~~ and ~~could further impact~~ the ~~levels~~FDA ofregulatory ~~discounts~~review ~~and~~process. ~~rebates~~However, ~~paid~~patent toterm ~~federal~~restoration ~~and~~cannot ~~state~~extend ~~government~~the ~~entities.~~remaining ~~Any~~term ~~legislation~~of ~~that~~a ~~impacts~~patent ~~these~~beyond ~~areas could impact, in~~ a ~~significant~~total ~~way,~~of ~~our~~14 ~~ability~~years ~~to generate revenues~~ from ~~sales~~the ~~of any approved~~ product’s ~~that~~approval ~~we bring to market~~date. ~~Most~~The ~~recently,~~patent onterm ~~August~~restoration ~~16,~~period ~~2022,~~is ~~President~~generally ~~Biden~~one-half ~~signed into~~ the ~~law~~time between the ~~Inflation~~effective ~~Reduction~~date ~~Act~~ of ~~2022,~~an orIND ~~the~~and ~~IRA. Among other things,~~ the ~~IRA~~submission ~~has~~date ~~multiple~~of ~~provisions~~an ~~that~~NDA, ~~may~~plus ~~impact~~ the ~~prices~~time ofbetween ~~drug~~the ~~products~~submission ~~that~~date ~~are~~of ~~both~~an ~~sold~~NDA ~~into the Medicare program~~ and ~~throughout~~ the ~~United~~approval ~~States. Starting in 2023, a manufacturer~~ of ~~drugs~~that orapplication. ~~biological~~Only ~~products~~one ~~covered~~patent byapplicable ~~Medicare Parts B or D must pay a rebate~~ to ~~the~~an ~~federal~~approved ~~government if their~~ drug ~~product’s~~is ~~price~~eligible ~~increases~~for ~~faster than~~ the ~~rate~~extension ~~of inflation. This calculation is made on a drug product by drug product basis~~ and the ~~amount~~extension ofmust ~~the~~be ~~rebate~~requested ~~owed~~prior to ~~the~~expiration ~~federal~~of ~~government is directly dependent on~~ the ~~volume of a drug product that is paid for by Medicare Parts B or D~~patent. ~~Additionally~~Also, ~~starting~~the ~~for~~approval ~~payment~~must ~~year~~be ~~2026,~~ the ~~Centers~~first ~~for~~permitted ~~Medicare~~commercial &marketing ~~Medicaid~~or ~~Services~~use ~~(CMS)~~of ~~will~~the ~~negotiate~~active ~~drug~~ingredient ~~prices~~under ~~annually~~the ~~for~~relevant aprovision ~~select number~~ of ~~single~~law. ~~source~~The ~~Part~~USPTO, Din ~~drugs~~consultation ~~without~~with ~~generic~~the orFDA, ~~biosimilar~~reviews ~~competition.~~and ~~CMS~~approves ~~will~~the ~~also~~application ~~negotiate drug prices~~ for aany ~~select~~patent ~~number~~term ofextension ~~Part~~or ~~B drugs starting for payment year 2028~~restoration. IfWe ahave ~~drug~~applied ~~product is selected by CMS~~ for ~~negotiation~~, itand isin ~~expected that~~ the ~~revenue~~future ~~generated~~we ~~from~~intend ~~such drug will decrease. CMS has begun~~ to ~~implement~~apply ~~these~~for, ~~new~~restorations ~~authorities~~of ~~and~~patent ~~entered~~term ~~into~~for ~~the~~some ~~first~~of ~~set~~our ofcurrently ~~agreements~~owned ~~with~~or ~~pharmaceutical~~licensed ~~manufacturers~~patents to ~~conduct~~add ~~price~~patent ~~negotiations~~life inbeyond ~~October~~their ~~2023.~~current ~~However~~expiration date, ~~the~~depending ~~IRA’s impact~~ on the ~~pharmaceutical~~expected ~~industry~~length inof ~~the~~clinical ~~United~~trials ~~States remains uncertain, in part because multiple large pharmaceutical companies~~ and other ~~stakeholders~~factors ~~(e.g.,~~involved in the ~~U.S.~~submission ~~Chamber~~ of ~~Commerce) have initiated federal lawsuits against CMS arguing~~ the ~~program~~relevant ~~is unconstitutional for a variety of reasons, among other complaints~~NDA. ~~Those lawsuits are currently ongoing.~~

InData ~~addition~~and market exclusivity provisions under the FDCA also can delay the submission or the approval of certain applications. The FDCA provides a five-year period of non-patent data exclusivity within the United States to the ~~IRA’s~~first applicant to gain approval of an NDA for a new chemical entity. A drug ~~price~~is ~~negotiation~~a ~~provisions~~new chemical entity if the FDA has not previously approved any other new drug containing the same active moiety, ~~President~~which ~~Biden’s~~is ~~Executive~~the ~~Order~~molecule ~~14087~~or ion responsible for the action of the drug substance. During the exclusivity period, ~~issued~~the inFDA ~~October~~may ~~2022~~not accept for review an abbreviated new drug application, ~~called~~or ANDA, or a 505(b)(2) NDA submitted by another company for ~~CMS~~another toversion ~~prepare~~of ~~and~~such ~~submit~~drug where the applicant does not own or have a ~~report~~legal right of reference to all the ~~White~~data ~~House~~required onfor ~~potential~~approval. ~~payment~~However, ~~and~~an ~~delivery~~application ~~modes~~may ~~that~~be ~~would~~submitted ~~complement~~after four years if it contains a certification of patent invalidity or non-infringement. The FDCA also provides three years of marketing exclusivity for an NDA, 505(b)(2) NDA or supplement to ~~IRA~~an existing NDA if new clinical investigations, ~~lower~~other ~~drug~~than ~~costs~~bioavailability studies, ~~and~~conducted ~~promote~~or ~~access~~sponsored by the applicant are deemed by the FDA to ~~innovative~~be essential to the approval of the application, for example, for new indications, dosages or strengths of an existing drug. This three-year exclusivity covers only the data and information associated with the new clinical investigations and does not prohibit the FDA from approving ANDAs or 505(b)(2) NDAs for drugs containing the original active agent. InFive-year ~~February~~and ~~2023~~three-year exclusivity will not delay the submission or approval of a full, ~~CMS~~traditional ~~published~~NDA ~~its~~under ~~report~~505(b)(1) ~~which~~of ~~described~~the ~~three~~FDCA; ~~potential~~however, ~~models~~an ~~focusing~~applicant onsubmitting ~~affordability~~a full, ~~accessibility~~traditional NDA would be required to conduct or obtain a right of reference to all of the non-clinical studies and ~~feasibility~~clinical trials necessary to demonstrate safety and effectiveness. The FDCA also provides seven years of ~~implementation~~market exclusivity for ~~further~~a ~~testing~~drug bydesignated ~~the~~for ~~CMS~~a ~~Innovation~~rare ~~Center~~disease or condition (e.g., Asa ofdisease ~~January~~or ~~2024~~condition that affects less than 200,000 people in the ~~CMS~~United ~~Innovation~~States) ~~Center~~that begins to run after the drug’s ~~testing~~marketing approval for that disease or condition. The exclusivity prohibits the approval of the ~~proposed~~same ~~models~~drug for the same disease or condition unless there is ~~still~~a inshowing ~~progress~~of clinical superiority or other exceptions are triggered.

~~Political~~In addition, ~~economic~~pediatric ~~and~~exclusivity ~~regulatory~~is ~~influences~~a ~~are~~type ~~subjecting~~of ~~the~~non-patent ~~health~~marketing ~~care~~exclusivity ~~industry~~available in the United States ~~to fundamental changes. There have been,~~ and ~~we expect there will continue to be~~, ~~legislative~~if ~~and regulatory proposals to change the health care system in ways that could significantly affect our future business. For example~~granted, ~~the~~it ~~Patient~~provides ~~Protection~~for ~~and Affordable Care Act, as amended by~~ the ~~Health~~attachment ~~Care~~of ~~and~~an ~~Education~~additional ~~Affordability~~six ~~Reconciliation~~months ~~Act~~ of ~~2010,~~marketing orprotection ~~collectively, the ACA, enacted in March 2010, substantially changed the way health care is financed by both governmental and private insurers. Certain legislative changes~~ to ~~and regulatory changes under~~ the ~~ACA~~term ~~have~~of ~~occurred~~any ~~over~~existing ~~the past few years and further legislative changes to and~~ regulatory ~~changes~~exclusivity ~~under~~or ~~the~~listed ~~ACA remain possible~~patents. WeThis ~~expect~~six-month ~~that~~exclusivity ~~healthcare reform measures that~~ may be ~~adopted~~granted inif ~~the~~an ~~future~~NDA ~~may~~sponsor ~~result~~submits inpediatric ~~more~~data ~~rigorous~~that ~~coverage~~fairly ~~criteria~~respond ~~and~~to ~~lower~~a ~~reimbursement,~~written ~~and~~request infrom ~~additional downward pressure on~~ the ~~price~~FDA ~~that may be charged~~ for ~~any~~such ~~of our product candidates, if approved~~data. ~~Individual~~The ~~states~~data indo ~~the~~not ~~United~~need ~~States have also increasingly passed legislation and implemented regulations designed~~ to ~~control~~show ~~pharmaceutical~~the product ~~pricing,~~to ~~including~~be ~~price~~effective ~~or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and,~~ in ~~some~~the ~~cases,~~pediatric ~~designed~~population tostudied; ~~encourage importation from other countries and bulk purchasing. For example~~rather, inif ~~recent~~the ~~years,~~clinical ~~several~~trial ~~states~~is ~~have~~deemed ~~formed~~to ~~prescription~~fairly ~~drug~~respond ~~affordability~~to ~~boards (PDABs). Much like~~ the ~~IRA~~FDA’s ~~drug price negotiation program~~request, ~~these~~the ~~PDABs~~additional ~~have~~protection ~~attempted~~is ~~to implement upper payment limits (UPLs) on drugs sold in their respective states in both public and commercial health plans~~granted. ~~For~~If ~~example,~~reports ~~in August 2023, Colorado’s PDAB announced a list~~ of ~~five~~requested ~~prescription~~pediatric ~~drugs~~studies ~~that~~are ~~would~~submitted ~~undergo~~to anand ~~affordability~~accepted ~~review.~~by ~~The~~the ~~effects~~FDA ofwithin ~~these efforts remain uncertain pending~~ the ~~outcomes~~statutory oftime ~~several federal lawsuits challenging state authority to regulate prescription drug payment~~ limits~~. Furthermore~~, inwhatever ~~December~~statutory ~~2020,~~or ~~the~~regulatory ~~U.S.~~periods ~~Supreme~~of ~~Court~~exclusivity ~~held~~or ~~unanimously~~patent ~~that~~protection ~~federal~~cover ~~law does not preempt~~ the ~~states’~~product ~~ability~~are toextended regulate pharmaceutical benefit managers (PBMs) and other members of the health care and pharmaceutical supply chain, an important decision that appears to be leading towards further and more aggressive efforts by ~~states~~six ~~in this area~~months. ~~The~~This ~~Federal~~is ~~Trade~~not ~~Commission~~a inpatent ~~mid-2022~~term ~~also~~extension, ~~launched~~but ~~sweeping~~it ~~investigations~~effectively ~~into~~extends the ~~practices of the PBM industry that could lead to additional federal legislative or~~ regulatory ~~proposals~~period ~~targeting~~during ~~such~~which ~~entities’~~the ~~operations,~~FDA ~~pharmacy~~cannot ~~networks,~~approve oranother ~~financial arrangements~~application. ~~Significant~~The ~~efforts~~issuance toof ~~change~~a ~~the~~written ~~PBM~~request ~~industry~~does asnot itrequire ~~currently exists in~~ the ~~U.S.~~sponsor ~~may~~to ~~affect~~undertake the ~~entire~~described ~~pharmaceutical supply chain and the business of other stakeholders, including pharmaceutical companies like us~~studies.

Foreign Regulation

In addition to regulations in the United States, we may become subject to a variety of foreign regulations governing clinical trials and commercial sales and distribution of our products. Whether or not we obtain FDA approval for a product, we must obtain approval by the comparable regulatory authorities of foreign countries or economic areas, such as the European Union, before we can commence clinical trials or market products in those countries or areas. The approval processes and requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country, and the time may be longer or shorter than that required for FDA approval.

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Pricing and Reimbursement

In addition, particularly in the United States and increasingly in other countries, we are required to provide discounts and pay rebates to state and federal governments and agencies in connection with purchases of our products that are reimbursed by such entities. It is possible that future legislation in the United States and other jurisdictions could be enacted to potentially impact reimbursement rates for the products we are developing and may develop in the future and could further impact the levels of discounts and rebates paid to federal and state government entities. Any legislation that impacts these areas could impact, in a significant way, our ability to generate revenues from sales of any approved product that we bring to market. Most recently, on August 16, 2022, President Biden signed into the law the Inflation Reduction Act of 2022, or the IRA. Among other things, the IRA has multiple provisions that may impact the prices of drug products that are both sold into the Medicare program and throughout the United States. In addition, a manufacturer of drugs or biological products covered by Medicare Parts B or D must pay a rebate to the federal government if their drug product’s price increases faster than the rate of inflation. This calculation is made on a product-by-product basis and the amount of the rebate owed to the federal government is directly dependent on the volume of a drug or biological product that is paid for by Medicare Parts B or D. Additionally, starting for payment year 2026, the Centers for Medicare & Medicaid Services (CMS) will negotiate drug prices annually for a select number of single source Part D drugs. CMS will also negotiate drug prices for a select number of Part B drugs starting for payment year 2028. If a drug product is selected by CMS for negotiation, it is expected that the revenue generated from such drug will decrease. CMS has begun to implement these new authorities and entered into the first set of agreements with pharmaceutical manufacturers for negotiated prices of 10 drug products, which will become applicable for payment year 2026. However, the IRA’s impact on the pharmaceutical industry in the United States remains uncertain, in part because multiple large pharmaceutical companies and other stakeholders (e.g., the U.S. Chamber of Commerce) have initiated federal lawsuits against CMS arguing the program is unconstitutional for a variety of reasons, among other complaints. Those lawsuits are currently ongoing.

In addition to the IRA’s drug price negotiation provisions, President Biden’s Executive Order 14087, issued in October 2022, called for CMS to prepare and submit a report to the White House on potential payment and delivery modes that would complement to IRA, lower drug costs, and promote access to innovative drugs. In February 2023, CMS published its report which described three potential models focusing on affordability, accessibility and feasibility of implementation for further testing by the CMS Innovation Center. The CMS Innovation Center continues to test the proposed models and has started to roll out plans for access model testing of certain product types (e.g., cell and gene therapies) by states and manufacturers.

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Political, economic and regulatory influences are subjecting the health care industry in the United States to fundamental changes. There have been, and we expect there will continue to be, legislative and regulatory proposals to change the health care system in ways that could significantly affect our future business. For example, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, or collectively, the ACA, enacted in March 2010, substantially changed the way health care is financed by both governmental and private insurers. Certain legislative changes to and regulatory changes under the ACA have occurred over the past few years and further legislative changes to and regulatory changes under the ACA remain possible. We expect that healthcare reform measures that may be adopted in the future may result in more rigorous coverage criteria and lower reimbursement, and in additional downward pressure on the price that may be charged for any of our product candidates, if approved. Individual states in the United States have also increasingly passed legislation and implemented regulations designed to control pharmaceutical product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. For example, in recent years, several states have formed prescription drug affordability boards (PDABs). Much like the IRA’s drug price negotiation program, these PDABs have attempted to implement upper payment limits (UPLs) on drugs sold in their respective states in both public and commercial health plans. For example, in August 2023, Colorado’s PDAB announced a list of five prescription drugs that would undergo an affordability review. The effects of these efforts remain uncertain pending the outcomes of several federal lawsuits challenging state authority to regulate prescription drug payment limits. Furthermore, in December 2020, the U.S. Supreme Court held unanimously that federal law does not preempt the states’ ability to regulate pharmacy benefit managers (PBMs) and other members of the health care and pharmaceutical supply chain, an important decision that appears to be leading towards further and more aggressive efforts by states in this area. The Federal Trade Commission in mid-2022 also launched sweeping investigations into the practices of the PBM industry that could lead to additional federal legislative or regulatory proposals targeting such entities’ operations, pharmacy networks, or financial arrangements. Significant efforts to change the PBM industry as it currently exists in the United States may affect the entire pharmaceutical supply chain and the business of other stakeholders, including pharmaceutical companies like us.

It is uncertain whether and how future legislation or regulatory changes could affect prospects for our product candidates or what actions federal, state, or commercial payers for pharmaceutical products may take in response to any such healthcare reform proposals or legislation. Adoption of price controls and cost-containment measures, and adoption of more restrictive policies in jurisdictions with existing controls and reforms may prevent or limit our ability to generate revenue, attain profitability or commercialize our product candidates.

Sales and Marketing

The FDA, in conjunction with the U.S. Federal Trade Commission, or FTC, regulates all advertising and promotion activities for products under FDA’s jurisdiction prior to and after approval, including standards and regulations for direct-to-consumer advertising, dissemination of off-label information, industry-sponsored scientific and educational activities and promotional activities involving the Internet. Drugs may be marketed only for the approved indications and in accordance with the provisions of the approved label. Failure to comply with applicable FDA requirements may subject a company to adverse publicity, enforcement action by the FDA, corrective advertising, consent decrees and the full range of civil and criminal penalties available to the FDA and the U.S. Department of Justice. There are also continuing annual user fee requirements that are now assessed as program fees for certain NDA-approved drugs.

Physicians may prescribe legally available drugs for uses that are not described in the drug’s labeling and that differ from those tested by us and approved by the FDA. Such off-label uses are common across medical specialties, and often reflect a physician’s ~~belief~~professional judgment that the off-label use is the best treatment for the patient. The FDA does not regulate the behavior of physicians in their choice of treatments, but FDA regulations do impose stringent restrictions on manufacturers’ communications regarding off-label uses.

Our commercial marketing of CAPLYTA and related business activities could become subject to scrutiny and enforcement under one or more federal or state health care fraud and abuse laws and regulations. These fraud and abuse laws, and other applicable health care laws include:

•The federal Anti-Kickback Law, which prohibits, among other things, knowingly or willingly offering, paying, soliciting or receiving remuneration, directly or indirectly, in cash or in kind, to induce or reward the purchasing, leasing, ordering or arranging for or recommending the purchase, lease or order of any goods or services for which payment may be made, in whole or in part, by federal health care programs such as Medicare and Medicaid;

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•The federal civil False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment of government funds or knowingly making, using or causing to be made or used, a false record or statement material to an obligation to pay money to the government or knowingly concealing or knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the federal government, and which provides for civil whistleblower or qui tam actions against individuals or entities alleged to have submitted a false claim;

•The federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which imposes criminal liability for knowingly and willfully executing a scheme to defraud any healthcare benefit program, knowingly and willfully embezzling or stealing from a health care benefit program, willfully obstructing a criminal investigation of a health care offense, or knowingly and willfully making false statements relating to healthcare matters;

•HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

•The federal Physician Payment Sunshine Act, which requires manufacturers of FDA-approved drugs (among others) covered by Medicare or Medicaid to report to CMS, on an annual basis, information related to payments and other transfers of value to physicians, teaching hospitals, and certain advanced non-physician health care practitioners and physician ownership and investment interests, with such data then being made publicly available on a website maintained by CMS called Open Payments; and

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•Analogous state and foreign laws and regulations, including state anti-kickback and false claims laws, which may apply to items or services reimbursed under Medicaid and other state programs or, in several states, apply regardless of the payer, as well as other state laws that require pharmaceutical companies to report expenses related to the marketing and promotion of pharmaceutical products, prohibit certain gifts or payments to health care providers in the state, and/or require pharmaceutical companies to implement compliance programs or marketing codes of conduct.

Violations of fraud and abuse laws, or other health care laws may be punishable by significant criminal and/or civil sanctions, including fines and civil monetary penalties, the possibility of exclusion from federal health care programs (including Medicare and Medicaid) and corporate integrity agreements, which impose, among other things, rigorous operational and monitoring requirements on companies. Similar sanctions and penalties also may be imposed upon executive officers and employees, including criminal sanctions against executive officers under the so-called “responsible corporate officer” doctrine, even in situations where the executive officer did not intend to violate the law and was unaware of any wrongdoing. Given the penalties that may be imposed on companies and individuals if convicted, allegations of such violations often result in settlements even if the company or individual being investigated admits no wrongdoing. Settlements often include significant civil sanctions, including fines and civil monetary penalties, and corporate integrity agreements. If the government was to allege or convict us or our executive officers, employees or consultants of violating these laws, our business could be harmed. In addition, private individuals have the ability to bring similar actions under some of the fraud and abuse laws described above. Our activities could be subject to challenge for the reasons discussed above and due to the broad scope of these laws and extensive enforcement of them by law enforcement authorities. Further, federal and state laws that require manufacturers to make reports on pricing and marketing information could subject us to penalty provisions.

Human Capital

As of February 1, ~~2024~~2025, we employed ~~610~~860 employees all of whom were full-time. We consider our relations with our employees to be good. To successfully commercialize CAPLYTA and develop our drug candidates, we must be able to attract and retain highly skilled personnel. During 2024, we expanded our sales force by approximately 150 representatives who will focus on commercial sales of CAPLYTA to primary care physicians. We ~~anticipate~~are ~~hiring~~further ~~additional~~expanding ~~employees~~our ~~during~~sales ~~2024~~force in 2025 to support the potential sNDA approval of CAPLYTA for the treatment of MDD as adjunctive therapy to antidepressants. We continually evaluate the business need and opportunity and balance in-house expertise and capacity with outsourced expertise and capacity. Currently, we outsource substantial clinical trial work to clinical research organizations and drug manufacturing to contract manufacturers.

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Compensation and Benefits

We believe that our future success largely depends upon our continued ability to attract, train, and retain highly skilled employees. Pharmaceutical companies both large and small compete for a limited number of qualified applicants to fill specialized positions. To attract qualified applicants, we offer a total rewards package consisting of base salary and cash target bonus, a comprehensive benefit package and equity compensation for every employee. Bonus opportunity and equity compensation increase as a percentage of total compensation based on level of responsibility. Actual bonus payout is based on performance. We also provide employees with opportunities to develop and grow professionally. The success of our human capital management investments is evidenced by our relatively low employee turnover.

Diversity, Equity and Inclusion

Much of our success is rooted in the diversity of our teams and our commitment to inclusion. We value diversity at all levels. We believe that our business benefits from the different perspectives a diverse workforce brings, and we pride ourselves on having a strong, inclusive and positive culture based on our shared mission and values.

At all times we strive to distinguish ourselves as a respected biopharmaceutical company that is differentiated by top talent and innovative research to develop products that address underserved medical needs.

Communication is critical in our ability to continuously enhance our company culture and create a more inclusive environment. The implementation of an announcement board allowed us to share what is important and impactful to us as a business. It also allows for us to host events that affect our employees on both a personal and professional level.

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Health, Wellness and Safety

We believe that the safety and health of our employees and their families is essential to our business. Our culture is driven by a desire to do what is right, and we strive to support the well-being of our employees. We prioritize the safety and well-being of our employees as they face both mental and physical challenges. We identify potential workplace risks and continue to provide resources to support our employees’ well-being and to mitigate possible hazards.

Our financial, medical, and mental health benefits are designed to support our employees, and, ~~during~~foster ~~the~~their ~~COVID~~overall well-19being. ~~pandemic~~During the global health challenges, we further expanded our offerings to create appropriate “work from home” conditions for success and wellness, including purchasing additional IT equipment and office supplies and increasing communications related to our mental health benefits. In particular, we offered sessions on seasonal stress to further support the mental health of our employees. As part of our ongoing commitment to employee well-being, we have also introduced a return-to-office initiative designed to foster collaboration and connection while maintaining flexibility to support a productive and healthy work environment.

Environmental, Social and Governance

Our commitment to integrating sustainability across our organization begins with our Board of Directors, or the Board. The Nominating and Governance Committee of the Board has oversight of strategy and risk management related to Environmental, Social and Governance, or ESG. The Board and, in some cases, Board committees oversee ESG strategy considering impacts on resources, product demand, and operations due to climate change and extreme weather events. Applying Nasdaq’s listing standards for independence, four of our five directors are independent.

At the management level, we have implemented a cross-functional Sustainability Working Group. The Sustainability Working Group ~~plays~~is aresponsible ~~crucial~~for ~~part~~preparing inour ~~assigning~~annual ~~roles~~Sustainability report, ~~promoting~~which ~~accountability,~~is ~~and~~reviewed ~~providing~~by ~~regular~~senior leadership.

~~reporting~~All employees are responsible for upholding our core values, including to ~~senior~~communicate, ~~leadership~~collaborate, innovate and be respectful, as well as for adhering to our Code of Ethics and Business Conduct, including our policies on bribery, corruption, conflicts of interest and our whistleblower program. On a regular basis, we review and update our policies to reflect the ~~Board~~dynamic regulatory environment in which we operate. To foster a culture of open communication, we encourage employees to come to us with concerns through our dedicated anonymous hotline. Our compliance resources encourage a proactive approach to reporting ethical concerns and raising questions. If a complaint is financial in nature, the Audit Committee Chair is notified concurrently, which triggers an investigation, action and report.

All employees are responsible for upholding our core values, including to communicate, collaborate, innovate and be respectful, as well as for adhering to our Code of Ethics and Business Conduct, including our policies on bribery, corruption, conflicts of interest and our whistleblower program. We encourage employees to come to us with observations and complaints, ensuring we understand the severity and frequency of an event in order to escalate and assess accordingly. Our Chief Compliance Officer strives to ensure accountability, objectivity, and compliance with our Code of Ethics and Business Conduct. If a complaint is financial in nature, the Audit Committee Chair is notified concurrently, which triggers an investigation, action and report. 23

We are committed to protecting the environment and attempt to mitigate any negative impact of our operations. We monitor resource use, improve efficiency, and at the same time, reduce our emissions and waste.

In order to reduce the overall impact of our product on the environment, we have taken steps to enhance the sustainability of our manufacturing processes for our drug substances. Our supply chain planning, focusing on reliability, spend management, and patient access, all aid in emissions reduction. Further, our supply chain encompasses geographic

diversity to strengthen our contingency strategies to help ensure resilience. These strategies include maintaining a safety stock capable of sustaining manufacturing, even amid global disruptions such as geopolitical changes, labor or resource shortages, market fluctuations, or extreme weather events.

We are systematically addressing the environmental impacts of the buildings we rent as we make improvements, including adding energy control systems and other energy efficiency measures. Our labs minimize greenhouse gas (GHG) emissions by utilizing electricity for reactions. Smart design elements contribute to reduced energy consumption. Waste in our own operations is minimized by our commitment to reducing both single-use plastics and operating primarily in a paper-free, digital environment. We have safety protocols in place for handling biohazardous waste in our labs, and we use third-party vendors to ensure proper disposal of biohazardous and chemical waste.

We published our inaugural 2022 ESG report on our website that highlights our commitment to patients, communities, employees, and society. Our ESG report can be found on our website at www.intracellulartherapies.com/about-us/sustainability/. This website reference is provided for convenience only and the content on the referenced website is not incorporated by reference into this Annual Report on Form 10-K. We plan to publish our 2023 ESG Report in 2024.

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Our approach to social responsibility encompasses a wide range of patient assistance and community involvement initiatives. Our patient support programs include co-pay assistance for commercially insured individuals and a free goods initiative for patients who meet program eligibility criteria, including financial thresholds. We actively advocate for good mental health policies that improve access to mental health treatments.

We recognize the essential role of environmental responsibility in delivering innovative treatments. We focus on practical and impactful environmental strategies to manage waste in our supply chain and adapt our business to climate change.

In order to reduce the overall impact of our product on the environment, we have taken steps to enhance the sustainability of our manufacturing processes optimizing the small- and large-scale manufacturing processes. Our supply chain encompasses geographic diversity to strengthen our contingency strategies to help ensure resilience. These strategies include maintaining a safety stock capable of sustaining manufacturing, even amid global disruptions such as geopolitical changes, labor or resource shortages, market fluctuations, or extreme weather events.

We are systematically addressing the environmental impacts of the buildings we rent as we make improvements, including adding energy control systems and other energy efficiency measures. Smart design elements contribute to reduced energy consumption. Our labs minimize greenhouse gas (GHG) emissions by utilizing electricity for reactions. We have safety protocols in place for handling biohazardous waste in our labs, and we use third-party vendors to ensure proper disposal of biohazardous, flammable and chemical waste. Our focus extends across the supply chain, emphasizing reduced packaging and minimizing finished goods wastage. With each packaging decision, we aim to ensure the safe and compliant storage of our products.

We published our 2023 Sustainability report on our website that highlights our commitment to patients, communities, employees, and society. Our Sustainability report can be found on our website at www.intracellulartherapies.com/about-us/sustainability/. This website reference is provided for convenience only and the content on the referenced website is not incorporated by reference into this Annual Report on Form 10-K.

Corporate Information

We were originally incorporated in the State of Delaware in August 2012 under the name “Oneida Resources Corp.” Oneida Resources Corp. was a “shell” company registered under the Securities Exchange Act of 1934, as amended, or the Exchange Act, with no specific business plan or purpose until it began operating the business of Intra-Cellular Therapies, Inc. (now re-named ITI, Inc., or ITI) through a reverse merger transaction on August 29, 2013, or the 2013 Merger. ITI was incorporated in Delaware in May 2001 to focus primarily on the development of novel drugs for the treatment of neuropsychiatric and neurologic diseases and other disorders of the central nervous system. Effective upon the 2013 Merger, a wholly owned subsidiary of the Company merged with and into ITI. ITI continues as the operating subsidiary of the Company. As used herein, the words the “Company,” “we,” “us,” and “our” refer to Intra-Cellular Therapies, Inc. and its wholly owned subsidiary, ITI, Inc.

Our corporate headquarters ~~and~~is ~~laboratory are~~ located at ~~430~~135 ~~East~~Route ~~29th Street~~202/206, ~~New~~Suite ~~York~~6, ~~New~~Bedminster, ~~York~~NJ ~~10016~~07921, and our telephone number is (646) 440-9333. We also have an office and laboratory in New York, New York and an office in Towson, Maryland. We maintain a website at www.intracellulartherapies.com, to which we regularly post copies of our press releases as well as additional information about us. We make available free of charge through the Investors section of our web site our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. The Securities and Exchange Commission maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Securities and Exchange Commission. We include our web site address in this Annual Report on Form 10-K only as an inactive textual reference. Information contained in our website does not constitute a part of this report or our other filings with the SEC.

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Item 1A. RISK FACTORS

Except for the historical information contained herein, this report contains forward-looking statements that involve risks and uncertainties. These statements include projections about our finances, plans and objectives for the future, future operating and economic performance and other statements regarding future performance. These statements are not guarantees of future performance or events. Our actual results could differ materially from those discussed in this report. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in the following section, as well as those discussed in Part II, Item 7 titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere throughout this report.

You should consider carefully the following risk factors, together with all of the other information included or incorporated by reference in this report. If any of the following risks, either alone or taken together, or other risks not presently known to us or that we currently believe to not be significant, develop into actual events, then our business, financial condition, results of operations or prospects could be materially adversely affected. If that happens, the market price of our common stock could decline, and stockholders may lose all or part of their investment.

Summary of Risk Factors

Our business is subject to numerous risks and uncertainties, including those highlighted in this section below, that represent challenges that we face in connection with the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in more detail in the risk factors below, alone or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include, but are not limited to:

•InWe ~~order~~may tonot ~~execute~~complete ~~our~~the ~~business~~pending ~~plan~~transaction ~~and~~with ~~achieve~~Johnson ~~profitability,~~& weJohnson ~~need~~within tothe ~~effectively~~time ~~expand~~frame ~~the~~we ~~commercialization~~anticipate ofor ~~CAPLYTA~~at all, which ~~has~~could ~~been~~have ~~approved~~an byadverse ~~the~~effect ~~FDA~~on ~~for~~our ~~the~~business, ~~treatment~~financial ofresults, ~~schizophrenia~~operations ~~in adults~~ and/or ~~for~~ the ~~treatment~~market price of ~~bipolar~~our ~~depression~~common ~~in adults~~stock.

•The pendency of the Merger with Johnson & Johnson could adversely affect our business, financial results, operations and/or the market price of our common stock.

•In order to execute our business plan and achieve profitability, we need to continue to effectively expand the commercialization of CAPLYTA, which has been approved by the FDA for the treatment of schizophrenia in adults and for the treatment of bipolar depression in adults.

•If we do not obtain regulatory approval of lumateperone for other indications in the United States, or for any indication in foreign jurisdictions, we will not be able to market lumateperone for other indications or in other jurisdictions, which will limit our commercial revenues.

•If the sales and marketing capabilities we have established or our third-party relationships for the commercialization of CAPLYTA are not effective, ~~CAPLYTA~~we may not be ~~successfully~~able ~~commercialized~~to continue to grow our product revenues.

•We have generated revenues from product sales but there is no guarantee that our revenue from the sale of CAPLYTA will result in us achieving profitability.

•There is no guarantee that our planned clinical trials for lumateperone or our other product candidates will be successful.

•We expect our net losses to continue and are unable to predict the extent of future losses or when we will become profitable, if ever.

•We may require additional funding, which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease our operations.

•Our management has broad discretion over the use of our cash and we may not use our cash effectively, which could adversely affect our results of operations.

•Delays, suspensions and terminations in our clinical trials or the need to conduct additional clinical trials or non-clinical studies could result in increased costs to us, delay our ability to generate product revenues and therefore may have a material adverse effect on our business, results of operations and future growth prospects.

•Even though the FDA has granted approval of CAPLYTA for the treatment of schizophrenia and bipolar depression, the terms of the approval may limit its commercial potential. Additionally, CAPLYTA is still subject to ongoing regulatory requirements. 25

•Safety issues with our product candidates or approved product, or with product candidates or approved products of third parties that are similar to our product candidates, could give rise to delays in the regulatory approval process, restrictions on labeling or product withdrawal after approval.

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•Even though the FDA has granted approval of CAPLYTA for the treatment of schizophrenia and bipolar depression, the terms of the approval may limit its commercial potential.

•Preliminary and interim data from our clinical studies that we may announce or publish from time to time may change as more patient data become available.

•We rely on third parties to conduct our clinical trials and perform data collection and analysis, which may result in costs and delays that prevent us from successfully commercializing our product candidates.

•Even if we successfully complete the clinical trials of one or more of our product candidates, the product candidates may fail for other reasons.

•We are subject to ongoing regulatory obligations and restrictions with regard to CAPLYTA and, following regulatory approval of any of our product candidates, we will be subject to ongoing regulatory obligations and restrictions with regard to such product candidates, which may result in significant expense and limit our ability to commercialize lumateperone and our other potential products.

•CAPLYTA and our product candidates, if approved, may not gain or maintain acceptance among physicians, patients, or the medical community, thereby limiting our potential to generate revenues, which will undermine our future growth prospects.

•We rely on third-party manufacturers to manufacture and supply lumateperone and our other product candidates for us. If one of our suppliers or manufacturers fails to perform adequately or fulfill our needs, we may be required to incur significant costs and devote significant efforts to find new suppliers or manufacturers. We may also face significant delays in our clinical trials, regulatory approvals and product introductions and commercialization.

•As our business expands and evolves, we may find that our current staffing is not adequate in size or capability to manage these changes and to perform under the new circumstances.

•Our ability to compete may be undermined if we do not adequately protect our proprietary rights.

•Our ability to generate product revenues will be diminished if lumateperone or any of our other potential products do not sell for adequate prices, receive coverage from payers or if patients are unable to obtain adequate levels of reimbursement.

•Public health threats could have a material impact on our business, financial condition and results of operations, including our commercial operations and sales, clinical trials and non-clinical studies.

•Our ability to compete may be undermined if we do not adequately protect our proprietary rights.

•CAPLYTA and future product candidates for which we obtain approval may face competition sooner than anticipated.

•Many of our competitors have greater resources and capital than us, putting us at a competitive disadvantage. If our competitors develop and market products that are more widely accepted in the marketplace than lumateperone or our other product candidates, they may negatively affect or eliminate our commercial opportunity.

•Numerous factors could result in substantial market volatility in the trading price of our common stock.

Risks Related to ~~Our~~the ~~Business~~Pending Transaction With Johnson & Johnson

InWe ~~order~~may tonot ~~execute~~complete ~~our~~the ~~business~~pending ~~plan~~transaction ~~and~~with ~~achieve~~Johnson ~~profitability,~~& weJohnson ~~need~~within tothe ~~effectively~~time ~~expand~~frame ~~the~~we ~~commercialization~~anticipate ofor ~~CAPLYTA~~at all, which ~~has~~could ~~been~~have ~~approved~~an byadverse ~~the~~effect ~~FDA~~on ~~for~~our ~~the~~business, ~~treatment~~financial ofresults, ~~schizophrenia~~operations ~~in adults~~ and/or ~~for~~ the ~~treatment~~market price of ~~bipolar~~our ~~depression~~common ~~in adults~~stock.

~~CAPLYTA~~On isJanuary ~~our~~10, ~~only~~2025, ~~drug~~we ~~that~~entered ~~has~~into ~~been~~the ~~approved~~Merger ~~for~~Agreement ~~sale~~with ~~and~~Johnson it& ~~has~~Johnson, ~~been~~a ~~approved~~New ~~only~~Jersey ~~for~~corporation, ~~the~~or ~~treatment~~Parent, ~~of schizophrenia in adults~~ and ~~bipolar~~Fleming ~~depression~~Merger inSub, ~~adults in the United States only~~Inc., ~~We are focusing~~ a ~~significant~~Delaware ~~portion~~corporation ofand ~~our~~a ~~activities~~wholly ~~and~~owned ~~resources~~subsidiary onof ~~CAPLYTA~~Parent, ~~and~~or weMerger ~~believe~~Sub, ~~our~~pursuant ~~prospects~~to ~~are highly dependent on~~which, ~~and~~subject ato ~~significant portion of~~ the ~~value~~terms ofand ~~our~~conditions ~~company relates to~~thereof, ~~our~~Merger ~~ability~~Sub towill ~~successfully~~merge ~~commercialize~~with ~~CAPLYTA~~and ~~for~~into the ~~treatment~~Company, ofor ~~schizophrenia~~the inMerger, ~~adults~~with ~~and for~~ the ~~treatment~~Company ofsurviving ~~bipolar~~the ~~depression~~Merger inas ~~adults~~a inwholly ~~the~~owned ~~United~~subsidiary ~~States~~of Parent.

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~~Successful~~At ~~commercialization~~the ofeffective ~~CAPLYTA~~time isof ~~subject~~the toMerger, ~~many~~or ~~risks.~~the WeEffective ~~have never~~Time, aseach anshare ~~organization,~~of ~~launched~~common orstock ~~commercialized~~of ~~any~~the ~~other~~Company ~~product,~~issued and ~~there~~outstanding isimmediately noprior ~~guarantee~~to ~~that~~the weEffective ~~will~~Time be(other ~~able~~than tocertain ~~successfully~~shares ~~commercialize~~of ~~CAPLYTA~~common ~~for~~stock ~~its~~to ~~approved~~be ~~indications.~~canceled ~~There~~pursuant ~~are~~to ~~numerous~~the ~~examples~~Merger ofAgreement ~~failures~~and toshares ~~meet~~of ~~high~~common ~~expectations~~stock ofwith ~~market~~respect ~~potential,~~to ~~including~~which byappraisal ~~pharmaceutical~~rights ~~companies~~have ~~with~~been ~~more~~properly ~~experience~~ and ~~resources~~validly ~~than~~exercised) ~~us.~~will Weautomatically ~~expect~~be ~~that~~converted ~~continued~~into ~~commercial~~the ~~success~~right ofto ~~CAPLYTA~~receive ~~for~~an ~~the~~amount ~~treatment~~equal ofto ~~schizophrenia~~$132.00 ~~and~~per ~~bipolar~~share ~~depression~~in ~~will~~cash, ~~depend~~or onthe ~~many~~Merger ~~factors~~Consideration, ~~including~~without ~~the~~interest ~~following:~~thereon and less any applicable tax withholdings.

•Consummation of the ~~efficacy~~Merger is subject to customary closing conditions, ~~cost~~including, ~~approved~~without ~~use~~limitation, ~~and~~the ~~side~~absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger, no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the signing of the Merger Agreement that is continuing as of immediately prior to the Effective Time, the expiration or termination of the waiting period under the Hart-~~effect~~Scott-Rodino ~~profile~~Antitrust Improvements Act of ~~CAPLYTA~~1976, ~~regimens~~as ~~relative~~amended, or the HSR Act, and the adoption of the Merger Agreement and approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of common stock, or the Company Stockholder Approval. In addition, the Merger Agreement contains certain termination rights for the Company and Parent. Subject to ~~competitive~~the ~~treatment~~terms ~~regimens~~and conditions of the Merger Agreement, we or Parent may terminate the Merger Agreement if the Merger is not consummated on or before July 10, 2025, which period may be extended automatically for two automatic 6-month periods if at the ~~treatment~~end of ~~schizophrenia~~the prior period, either of the conditions relating to approval of the Merger pursuant to the HSR Act or the absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger (solely in respect of any antitrust law or order under any antitrust law) has not been satisfied, or the Termination Date. We also have the right to terminate the Merger Agreement to accept a “Superior Proposal” (as defined in the Merger Agreement) subject to compliance with certain procedures specified in the Merger Agreement. Upon termination of the Merger Agreement, under specified circumstances, we will be required to pay Parent a termination fee of $475.5 million. As a result, we cannot assure you that all of the various closing conditions will be satisfied and ~~bipolar~~that ~~depression;~~the Merger with Johnson & Johnson will be completed, or that, if completed, it will be exactly on the terms set forth in the Merger Agreement or within the expected time frame.

If the Merger is not completed within the expected time frame or at all, we may be subject to a number of material risks. The price of our common stock may decline to the extent that current market prices of our common stock reflect a market assumption that the Merger will be completed. We could also be required to pay Johnson & Johnson a termination fee of $475.5 million if the Merger Agreement is terminated under specific circumstances set forth in the Merger Agreement. The failure to complete the Merger also may result in negative publicity, a decline in investor confidence, stockholder litigation being brought against us, adverse impacts to our relationships with our existing and prospective employees, collaborators, customers, regulators, suppliers and other business partners, us being unable to recruit prospective employees or to retain and motivate existing employees, and adverse financial impacts due to costs incurred in connection with the Merger. We may also be required to devote significant time and resources to litigation related to any failure to complete the Merger or related to any enforcement proceeding commenced against us to perform our obligations under the Merger Agreement.

The pendency of the Merger with Johnson & Johnson could adversely affect our business, financial results, operations and/or the market price of our common stock.

Our efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, our business, which may materially adversely affect our financial condition, our results of operation and our business. Uncertainty as to whether the Merger will be completed may affect our ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the Merger is pending because employees may experience uncertainty about their roles following consummation of the Merger. Our management’s and certain of our employees’ attention is being directed toward the completion of the Merger and thus is being diverted to some extent from our day-to-day operations.

Uncertainty as to our future could adversely affect our business and our relationship with collaborators, customers, regulators, suppliers and other business partners. For example, collaborators, suppliers, and other counterparties may defer decisions concerning working with us, or seek to change existing business relationships with us. Changes to or termination of existing business relationships could adversely affect our results of operations and financial condition, as well as the market price of our common stock. The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

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While the Merger Agreement is in effect, we are subject to restrictions on our business activities.

While the Merger Agreement is in effect, we are subject to restrictions on our business activities, generally requiring us to conduct our business, in all material respects, in the ordinary course consistent with past practice, and subjecting us to a variety of specified restrictions absent Johnson & Johnson’s prior consent. These limitations include, among other things, restrictions on our ability to acquire other businesses and assets, dispose of our assets, make investments, enter into certain contracts, repurchase or issue securities, pay dividends, make capital expenditures, take certain actions relating to intellectual property, amend our organizational documents, and incur indebtedness. Furthermore, we are limited in our ability to solicit other acquisition proposals during the pendency of the Merger. These restrictions could prevent us from pursuing strategic business opportunities, taking actions with respect to our business that we may consider advantageous and responding effectively and/or timely to competitive pressures and industry developments, and may, as a result, materially and adversely affect our business, results of operations and financial condition, which in turn could materially and adversely affect the price of our common stock.

The Merger Agreement contains provisions that could make it difficult for a third party to acquire us prior to the completion of the Merger.

The Merger Agreement contains restrictions on our ability to obtain a third-party proposal for an acquisition of the Company. These provisions include our agreement not to solicit or initiate any additional discussions with third parties regarding other proposals to acquire us, as well as restrictions on our ability to respond to such proposals, subject to fulfillment of certain fiduciary requirements of our Board of Directors. Under the terms of the Merger Agreement, we may be required to pay Johnson & Johnson a termination fee of $475.5 million if the Merger Agreement is terminated under specific circumstances described in the Merger Agreement, including, but not limited to, a termination of the Merger Agreement by Johnson & Johnson in response to a “Company Board Recommendation Change” (as defined in the Merger Agreement) of our Board of Directors or a termination of the Merger Agreement by us to accept a “Superior Proposal” (as defined in the Merger Agreement). If the Merger Agreement is terminated under such circumstances, the termination fee we may be required to pay under the Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes and other uses. For these and other reasons, termination of the Merger Agreement could materially and adversely affect our business operations and financial condition, which in turn could materially and adversely affect the price of our common stock.

These provisions might discourage an otherwise-interested third party from considering or proposing an acquisition of the Company, even one that may be deemed of greater value to our stockholders than the Merger. Furthermore, even if a third party elects to propose an acquisition, the concept of a termination fee may result in that third party offering a lower value to our stockholders than such third party might otherwise have offered.

A lawsuit may be filed against us and/or Johnson & Johnson challenging the transactions contemplated by the Merger Agreement. An adverse ruling in any such lawsuit may delay or prevent the Merger from being completed.

Lawsuits arising out of or relating to the Merger Agreement and/or the proposed acquisition of us by Johnson & Johnson may be filed in the future. There can be no assurances that we will be successful in the outcome of any lawsuits challenging the Merger. One of the conditions to completion of the Merger is the absence of any applicable injunction or other order being in effect that prohibits completion of the Merger. Accordingly, if a plaintiff is successful in obtaining an injunction, then such order may prevent the Merger from being completed, or from being completed within the expected timeframe.

Lawsuits challenging the Merger could divert to some extent our management’s and certain of our employee’s attention from our day-to-day operations. We may also incur costs in connection with the defense or settlement of any litigation, including costs associated with the indemnification of our directors and officers and settlement payments. For these and other reasons, litigation related to the Merger Agreement could materially and adversely affect our business operations and financial condition, which in turn could materially and adversely affect the price of our common stock.

We have incurred, and will continue to incur, direct and indirect costs as a result of the pending transaction with Johnson & Johnson.

We have incurred, and will continue to incur, significant costs and expenses, including fees for professional services and other transaction costs, in connection with the pending Merger. We must pay substantially all of these costs and expenses whether or not the Merger is completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses.

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Risks Related to Our Business

In order to execute our business plan and achieve profitability, we need to continue to effectively expand the commercialization of CAPLYTA, which has been approved by the FDA for the treatment of schizophrenia in adults and for the treatment of bipolar depression in adults.

CAPLYTA is our only drug that has been approved for sale and it has been approved only for the treatment of schizophrenia in adults and bipolar depression in adults in the United States only. We are focusing a significant portion of our activities and resources on CAPLYTA, and we believe our prospects are highly dependent on, and a significant portion of the value of our company relates to, our ability to successfully commercialize CAPLYTA for its approved indications in the United States.

Successful commercialization of CAPLYTA is subject to many risks. We have never, as an organization, launched or commercialized any other product, and there is no guarantee that we will be successful in continuing to commercialize CAPLYTA for its approved indications. There are numerous examples of failures to meet high expectations of market potential, including by pharmaceutical companies with more experience and resources than us. We expect that continued commercial success of CAPLYTA for its approved indications will depend on many factors, including the following:

•the efficacy, cost, approved use, and side-effect profile of CAPLYTA regimens relative to competitive treatment regimens for its approved indications;

•the effectiveness of our commercial strategy for the marketing of CAPLYTA, including our pricing strategy and the effectiveness of our efforts to obtain adequate third-party reimbursements;

•maintaining and successfully monitoring commercial manufacturing arrangements for CAPLYTA with third-party manufacturers to ensure they meet our standards and those of regulatory authorities, including the FDA, which extensively regulate and monitor pharmaceutical manufacturing facilities;

•our ability to meet the demand for commercial supplies of CAPLYTA;

•the acceptance of CAPLYTA by patients, the medical community and third-party payers; and

•the effect of recent or potential health care legislation in the United States.

While we believe that CAPLYTA for ~~the~~its ~~treatment~~approved ofindications ~~schizophrenia and bipolar depression~~ has a commercially competitive profile, we cannot accurately predict the amount of revenue that will be generated from the sale of CAPLYTA. If we do not effectively commercialize CAPLYTA, we will not be able to execute our business plan and may not be able to achieve profitability. If our revenues, market share and/or other indicators of market acceptance of CAPLYTA do not meet the expectations of investors or public market analysts, the market price of our common stock would likely decline.

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If we do not obtain regulatory approval of lumateperone for other indications in the United States, or for any indication in foreign jurisdictions, we will not be able to market lumateperone for other indications or in other jurisdictions, which will limit our commercial revenues.

While CAPLYTA has been approved by the FDA for the treatment of schizophrenia and bipolar depression in adults, lumateperone has not been approved by the FDA for any other indications, and it has not been approved in any other jurisdiction for these indications or for any other indication. In order to market lumateperone for other indications or in other jurisdictions, we must obtain regulatory approval for each of those indications and in each of the applicable jurisdictions, and we may never be able to obtain such approval. Approval of CAPLYTA by the FDA for the treatment of schizophrenia and bipolar depression does not ensure that ~~foreign~~lumateperone ~~jurisdictions~~ will ~~also~~be ~~approve~~approved ~~CAPLYTA~~by the FDA for ~~those~~additional indications or populations, nor does not it ensure that ~~lumateperone~~foreign jurisdictions will bealso ~~approved~~approve byCAPLYTA ~~the FDA~~ for ~~additional~~any indications or populations. ~~Lumateperone~~In isthe infourth ~~Phase~~quarter 3of ~~clinical~~2024, ~~development~~we assubmitted an ~~adjunctive~~sNDA ~~therapy~~to the FDA for lumateperone for the treatment of MDD in adults, as adjunctive therapy to antidepressants. In the first quarter of 2025, the FDA accepted the sNDA for review. There is no guarantee that ~~any~~the ~~ongoing~~FDA orwill ~~future~~approve ~~studies~~our sNDA for the adjunctive treatment of ~~lumateperone~~MDD in adults or any other indication beyond CAPLYTA’s currently approved indications, or that any ongoing or future studies of lumateperone will be successful. Furthermore, orthere ~~that~~is ~~the~~no ~~FDA~~guarantee orthat any regulatory authority in foreign jurisdictions will approve lumateperone for any ~~of those~~ indications. The research, testing, manufacturing, labeling, approval, sale, import, export, marketing, and distribution of pharmaceutical product candidates are subject to extensive regulation by the FDA and other regulatory authorities in the United States and other countries, whose regulations differ from the FDA and from each other. We will be required to comply with different regulations and policies of the jurisdictions where we seek approval for our product candidates, and we have not yet identified all of the requirements that we will need to satisfy to submit lumateperone for approval for other indications or in other jurisdictions. This will require additional time, expertise and expense, including the potential need to conduct additional studies or development work for other jurisdictions beyond the work that we have conducted to support our NDA submission in schizophrenia, or our sNDA submissions in bipolar depression or our sNDA submission in MDD. In addition, strategic considerations need to be taken into account when determining whether and when to submit lumateperone for approval in other jurisdictions. If we do not receive marketing approval for lumateperone for any other indication from the FDA or for any indication from any regulatory agency outside of the United States, we will never be able to commercialize lumateperone for any other indication in the United States or for any indication in any other jurisdiction. Even if we do receive additional regulatory approvals, we may not be successful in commercializing those opportunities.

If the results or timing of regulatory filings, the regulatory process, regulatory developments, clinical trials or non-clinical studies, or other activities, actions or decisions related to lumateperone do not meet our or others’ expectations, the market price of our common stock could decline significantly.

26If the sales and marketing capabilities we have established or our third-party relationships for the commercialization of CAPLYTA are not effective, we may not be able to continue to grow our product revenues.

Prior to the commercial launch of CAPLYTA in March 2020, we had no experience as a company in marketing drugs or with respect to pricing and obtaining adequate third-party reimbursement for drugs. We continue to build our commercial organization and capabilities in the United States in order to market CAPLYTA for the treatment of schizophrenia and bipolar depression and to prepare for the potential commercial launch of CAPLYTA for the treatment of MDD as adjunctive therapy to antidepressants, subject to approval of our sNDA by the FDA. We will need to continue to expand successfully our capabilities and/or enter into arrangements with third parties to sell and market CAPLYTA for the treatment of schizophrenia and bipolar depression and, if approved, for the adjunctive treatment of MDD and, if approved, to sell and market our other product candidates. If our sales and marketing capabilities or our third-party relationships for the commercialization of our products are not effective, our business could be materially harmed.

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If the sales and marketing capabilities we have established or our third-party relationships for the commercialization of CAPLYTA are not effective, CAPLYTA may not be successfully commercialized.

Prior to the commercial launch of CAPLYTA in March 2020, we had no experience as a company in marketing drugs or with respect to pricing and obtaining adequate third-party reimbursement for drugs. We continue to build our commercial organization and capabilities in the United States in order to market CAPLYTA for the treatment of schizophrenia and bipolar depression. We will need to successfully complete the expansion of our capabilities and/or enter into arrangements with third parties to sell and market CAPLYTA for the treatment of schizophrenia and bipolar depression and, if approved, to sell and market our other product candidates. If our sales and marketing capabilities or our third-party relationships for the commercialization of our products are not effective, our business could be materially harmed.

We have generated revenues from product sales but there is no guarantee that our revenues from the sale of CAPLYTA will result in us achieving profitability.

Our ability to generate revenue from product sales and achieve profitability depends on our ability to successfully commercialize CAPLYTA for the treatment of schizophrenia and bipolar depression in adults in the United States, and, if approved, for the adjunctive treatment of MDD in the United States, as well as our ability to complete the development of and obtain regulatory approvals necessary to ~~commercialize lumateperone in other indications or to~~ manufacture and market our other product candidates. We have a limited operating history on which to evaluate our business and prospects. While we have generated product revenues from CAPLYTA, we cannot guarantee that ~~CAPLYTA~~we will be ~~successfully~~successful ~~commercialized~~in continuing to commercialize CAPLYTA or that any of our product candidates currently in development will ever become marketable products. Even if we are successful in continuing to commercialize CAPLYTA or obtaining approval of our other product candidates, there is no guarantee that we will achieve profitability.

We must demonstrate that our product candidates satisfy rigorous standards of safety and efficacy for their intended uses before the FDA and other regulatory authorities in the European Union and elsewhere will approve them for commercialization. Significant additional research, non-clinical testing and clinical testing is required before we can submit applications to the FDA or other regulatory authorities for approval of our drug candidates. In addition, to compete effectively, our drugs must be easy to administer, cost-effective and economical to manufacture on a commercial scale. We may not achieve any of these objectives.

Lumateperone is in Phase 3 clinical development as a novel treatment for MDD. Clinical conduct in Study 501, Study 502, and Study 505, global Phase 3 clinical trials evaluating lumateperone 42 mg as an adjunctive therapy to antidepressants for the treatment of MDD, is ongoing. Subject to the results of Study 501 and Study 502, we expect to file an sNDA with the FDA for approval of lumateperone as an adjunctive therapy to antidepressants for the treatment of MDD in 2024.

In addition, we intend to pursue the development of our PDE program, including lenrispodun for the treatment of several CNS and non-CNS conditions. Following the favorable safety and tolerability results in our Phase 1 program, we initiated our development program for lenrispodun for Parkinson’s disease. We have an ongoing Phase 2 clinical program with lenrispodun for Parkinson’s disease. We also have an active Investigational New Drug application to evaluate our newest candidate within the PDE 1 inhibitor program, ITI-1020, as a novel cancer immunotherapy. Our Phase 1 program with ITI-1020 in healthy volunteers is ongoing.

We cannot be certain that the clinical development of these or any other drug candidates in non-clinical testing or clinical development will be successful, that we will receive the regulatory approvals required to commercialize them or that any of our other research and drug discovery programs will yield a drug candidate suitable for investigation through clinical trials.

There is no guarantee that our planned clinical trials for lumateperone or our other product candidates will be successful.

The historical rate of failures for product candidates in clinical development and late-stage clinical trials is high. We are conducting and plan to conduct further clinical trials in lumateperone ~~in indications beyond schizophrenia and bipolar depression~~ as well as clinical trials of our other product candidates, and there is no guarantee that we will have the same level of success in these trials as we have had in certain of our previous clinical trials, or be successful at all. Any positive results of non-clinical studies and early clinical trials of any product candidate may not be predictive of the results of later-stage clinical trials, such that candidates may reach later stages of clinical trials and fail to show the desired safety and efficacy profile despite having shown evidence of positive safety and/or efficacy profile in non-clinical studies and early-stage clinical trials.

27If we do not successfully complete clinical development and obtain approval of lumateperone in indications beyond schizophrenia and bipolar depression, we will be unable to market, sell and generate revenue from lumateperone in any of these other indications. Even though we have successfully completed certain clinical trials for lumateperone in patients with MDD, those results do not guarantee that the FDA would approve our sNDA for lumateperone for the adjunctive treatment of MDD. Furthermore, our completed clinical trials for lumateperone are not necessarily predictive of results of future trials that may be needed before we may submit any additional sNDA to the FDA for any indication beyond schizophrenia, bipolar depression or MDD. Of the vast number of drugs in development, only a small percentage result in the submission of an NDA or sNDA to the FDA, and even fewer result in the NDA or sNDA ultimately being approved by the FDA for commercialization.

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In addition, although we believe that lumateperone and follow-on compounds may also have clinical utility in indications other than schizophrenia and bipolar depression, we have never tested lumateperone in Phase 3 clinical trials in the patient populations for these other indications, except for our ongoing studies in MDD and our study in patients with a clinical diagnosis of probable AD and clinically significant symptoms of agitation, which we determined to discontinue following our independent data monitoring committee’s, or DMC’s, recommendation that the study should be stopped for futility.

If we do not successfully complete clinical development and obtain approval of lumateperone in indications beyond schizophrenia and bipolar depression, we will be unable to market, sell and generate revenue from lumateperone in any of these other indications. Even though we have successfully completed certain clinical trials for CAPLYTA in patients with schizophrenia and bipolar depression, those results are not necessarily predictive of results of future trials that may be needed before we may submit an sNDA to the FDA for any indication beyond schizophrenia and bipolar depression. Of the vast number of drugs in development, only a small percentage result in the submission of an NDA to the FDA, and even fewer result in the NDA ultimately being approved by the FDA for commercialization.

We expect our net losses to continue and are unable to predict the extent of future losses or when we will become profitable, if ever.

We have experienced significant net losses since inception. As of December 31, ~~2023~~2024, we had an accumulated deficit of approximately $1.67 billion. We expect to continue to incur net losses as we advance our programs and incur significant commercialization and clinical development costs. To date, we have received product revenues only from the commercialization of CAPLYTA. ~~Prior~~To continue to ~~our~~grow ~~commercial launch of CAPLYTA in March 2020, substantially all of~~ our revenues ~~were~~ from ~~our~~lumateperone, ~~license~~we ~~and~~must ~~collaboration~~continue ~~agreement~~to ~~with~~successfully ~~Takeda~~commercialize ~~and~~lumateperone ~~our~~in ~~agreements~~its ~~with~~approved ~~various~~indications ~~U.S. governmental agencies~~ and ~~other parties~~, ~~including~~subject ~~our~~to ~~research~~FDA ~~and~~approval, ~~development~~successfully ~~grants.~~launch Tothe ~~continue~~commercialization toof ~~grow our revenues from~~ lumateperone, wefor ~~must~~the ~~successfully~~adjunctive ~~commercialize~~treatment ~~lumateperone~~of ~~in its approved indications~~MDD. To obtain revenues from our product candidates, we must succeed, either alone or with others, in developing, obtaining regulatory approval for, and manufacturing and marketing drugs with significant market potential. We may never succeed in these activities, and may never generate revenues that are significant enough to achieve profitability.

We may require additional funding, which may not be available to us on acceptable terms, or at all, and, if not so available, may require us to delay, limit, reduce or cease our operations.

We have consumed substantial amounts of capital since our inception. Our cash, cash equivalents, investment securities and restricted cash totaled $~~499~~1.~~7 million~~0 billion at December 31, ~~2023~~2024. With our cash, cash equivalents and investment securities, we intend to fund our drug development programs and our working capital needs in connection with the commercialization of CAPLYTA. Accordingly, we may require additional capital to continue our clinical development and commercialization activities. Because successful development of our product candidates is uncertain, we are unable to estimate the actual funds we will require to complete research and development and commercialize our products under development.

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Our future capital requirements will depend on, and could increase significantly as a result of, many factors, including:

•any failure or delay in completing the Merger;

•the amount of product sales from lumateperone;

•the costs of maintaining and expanding our sales and marketing capabilities for lumateperone; as we prepare for, subject to FDA approval, the potential commercial launch of lumateperone for the adjunctive treatment of MDD;

•~~the~~our ~~costs~~ability ofto ~~preparing~~obtain ~~applications~~regulatory approval for, ~~regulatory~~and ~~approvals~~subsequently ~~for~~generate product sales from, lumateperone infor the adjunctive treatment of MDD or other additional indications beyond schizophrenia and bipolar depression, ~~and~~or ~~potentially~~ in jurisdictions other than the United States~~, and for other product candidates, as well as the costs required to support review of such applications~~;

•the costs of manufacturing and distributing lumateperone for commercial use in the United States;

•~~our~~the ~~ability~~costs toof ~~obtain~~preparing ~~regulatory~~applications ~~approval~~ for, ~~and~~regulatory ~~subsequently~~approvals ~~generate~~for our product ~~sales~~candidates ~~from, lumateperone~~ in ~~additional~~the ~~indications~~United ~~beyond~~States, ~~schizophrenia~~ and ~~bipolar~~potentially ~~depression or~~ in jurisdictions other than the United States;, as well as the costs required to support review of such applications;

•the progress in, and the costs of, our non-clinical studies and clinical trials and other research and development programs;

•the scope, prioritization and number of our research and development programs;

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•our ability to enter into new, and to maintain any existing, collaboration and license agreements;

•the ability of any future collaborators and us to reach the milestones, and other events or developments, triggering payments under any future collaboration agreements or to otherwise make payments under such agreements;

•the extent to which any future collaborators are obligated to reimburse us for clinical trial costs under any future collaboration agreements;

•the costs involved in filing, prosecuting, enforcing and defending patent claims and other intellectual property rights, including our ongoing Hatch-Waxman litigation;

•the costs of maintaining or securing manufacturing and supply arrangements for clinical or commercial production of lumateperone or our other product candidates;

•the costs of preparing ~~applications~~for and establishing, or contracting for, sales and marketing capabilities if we obtain regulatory approvals for ~~our~~ product candidates beyond lumateperone;

•the costs of preparing for and establishing, or contracting for, sales and marketing capabilities if we obtain regulatory approvals for our product candidates;

•the costs involved in maintaining and expanding the accounting and data management systems to support commercial operations;

•the costs of acquiring products and entering into research collaborations; and

•the costs associated with litigation, including the costs incurred in defending against any product liability claims that may be brought against us related to lumateperone or our other product candidates.

Until we can generate sufficient continuing revenues, we expect to satisfy our future cash needs through our existing cash, cash equivalents and investment securities, strategic collaborations, private or public sales of our securities, debt financings, grant funding, or by licensing all or a portion of our products, product candidates or technology. Turmoil and volatility in the financial markets have adversely affected the market capitalization of many biotechnology companies, and generally made equity and debt financing more difficult to obtain. This, coupled with other factors, may limit our access to additional financing. This could have a material adverse effect on our ability to access sufficient funding. We cannot be certain that additional funding will be available to us on acceptable terms, or at all. If we do obtain additional funding through equity offerings, the ownership of our existing stockholders and purchasers of shares of our common stock in any such offering will be diluted, and the terms of any financing may adversely affect the rights of our stockholders. In addition, the issuance of additional shares by us, or the possibility of such issuance, may cause the market price of our shares to decline. If funds are not available, we will be required to delay, reduce the scope of, or eliminate one or more of our research or development programs or our commercialization efforts. We also could be required to seek funds through arrangements with collaboration partners or otherwise that may require us to relinquish rights to some of our technologies, products or product candidates or otherwise agree to terms unfavorable to us.

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Our management has broad discretion over the use of our cash and we may not use our cash effectively, which could adversely affect our results of operations.

Our management has significant flexibility in applying our cash resources and could use these resources for corporate purposes that do not increase our market value, or in ways with which our stockholders may not agree. We may use our cash resources for corporate purposes that do not yield a significant return or any return at all for our stockholders, which could adversely affect our future growth prospects.

Delays, suspensions and terminations in our clinical trials or the need to conduct additional clinical trials or non-clinical studies could result in increased costs to us, delay our ability to generate product revenues and therefore may have a material adverse effect on our business, results of operations and future growth prospects.

The commencement of clinical trials can be delayed for a variety of reasons, including delays in: demonstrating sufficient safety and pharmacological activity to justify seeking to commence a clinical trial; reaching agreement on acceptable terms with prospective contract research organizations and clinical trial sites; manufacturing sufficient quantities of a product candidate; obtaining clearance from the FDA to commence clinical trials pursuant to an IND; obtaining ~~institutional~~IRB ~~review board~~ approval to conduct a clinical trial at a prospective clinical trial site; and ~~patient~~subject enrollment, which is a function of many factors, including the size and nature of the patient population, the nature of the protocol, the proximity of patients to clinical trial sites, the availability of effective treatments for the relevant disease and the eligibility criteria for the clinical trial.

29Once a clinical trial has begun, it may be delayed, suspended or terminated due to a number of factors, including: ongoing discussions with regulatory authorities regarding the scope or design of our clinical trials or requests by them for supplemental information with respect to our clinical trial results; failure to conduct clinical trials in accordance with regulatory requirements; lower than anticipated screening or retention rates of subjects in clinical trials; serious adverse events or side effects experienced by subjects; and insufficient supply or deficient quality of product candidates or other materials necessary for the conduct of our clinical trials.

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Once a clinical trial has begun, it may be delayed, suspended or terminated due to a number of factors, including: ongoing discussions with regulatory authorities regarding the scope or design of our clinical trials or requests by them for supplemental information with respect to our clinical trial results; failure to conduct clinical trials in accordance with regulatory requirements; lower than anticipated screening or retention rates of patients in clinical trials; serious adverse events or side effects experienced by participants; and insufficient supply or deficient quality of product candidates or other materials necessary for the conduct of our clinical trials.

Many of these factors may also ultimately lead to denial of regulatory approval of a current or potential product candidate. If we experience delays, suspensions or terminations in a clinical trial or are required to conduct additional clinical trials or non-clinical studies, our costs will increase, the commercial prospects for the related product candidate will be harmed, and our ability to generate product revenues will be delayed.

Even ~~though~~if ~~the~~we ~~FDA~~successfully ~~has~~complete ~~granted~~the ~~approval~~clinical trials of ~~CAPLYTA~~one ~~for~~or ~~the~~more ~~treatment~~ of ~~schizophrenia~~our ~~and~~product ~~bipolar depression~~candidates, the ~~terms~~product ofcandidates ~~the approval~~ may ~~limit~~fail ~~its~~for ~~commercial~~other ~~potential~~reasons. ~~Additionally, CAPLYTA is still subject to ongoing regulatory requirements.~~

Even if we successfully complete the clinical trials for one or more of our product candidates, the product candidates may fail for other reasons, including the possibility that the product candidates will:

•fail to receive the regulatory approvals required to market them as drugs;

•be subject to proprietary rights held by others requiring the negotiation of a license agreement prior to marketing;

•be difficult or expensive to manufacture on a commercial scale;

•have adverse side effects that make their use less desirable; or

•fail to compete with product candidates or other treatments commercialized by our competitors.

If we are unable to receive the required regulatory approvals, secure our intellectual property rights, minimize the incidence of any adverse side effects or fail to compete with our competitors’ products, our business, financial condition, cash flows and results of operations could be materially and adversely affected.

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Even though the FDA has granted approval of CAPLYTA for the treatment of schizophrenia and bipolar depression, the terms of the approval may limit its commercial potential.

Even though the FDA has granted approval of CAPLYTA, the scope and terms of the approval may limit our ability to commercialize CAPLYTA and, therefore, our ability to generate substantial revenues. The FDA has approved CAPLYTA only for the treatment of schizophrenia and bipolar depression in adults. The label for CAPLYTA also contains a “boxed” warning that elderly patients with dementia-related psychosis treated with antipsychotic drugs are at an increased risk of death and that CAPLYTA is not approved for the treatment of patients with dementia-related psychosis.

The manufacturing processes, labeling, packaging, distribution, adverse event reporting, storage, advertising, promotion and recordkeeping for CAPLYTA also continue to be subject to extensive and ongoing regulatory requirements. These requirements include, but are not limited to, submissions of safety and other post-marketing information and reports and manufacturing establishment registration. We will also have to continue to comply with ~~current~~cGMP, ~~good~~GCP ~~manufacturing~~and ~~processes~~GLP requirements, ~~good~~as ~~clinical~~well ~~practices,~~as international council for harmonization guidelines and good laboratory practices, all of which are ~~regulations and guidelines~~ enforced by the FDA for all of our non-clinical and clinical development programs and for any clinical trials that we conduct post-approval.

Discovery of any issues post-approval, including any safety concerns, such as unexpected side effects or drug-drug interaction problems, adverse events of unanticipated severity or frequency, or concerns over misuse or abuse of the product, problems with the facilities where the product is manufactured, packaged or distributed, or failure to comply with regulatory requirements, may result in, among other things, restrictions on CAPLYTA or on us, including:

•withdrawal of approval, addition of warnings or contraindications, or narrowing of the approved indication in the product label;

•requirement of a Risk Evaluation and Mitigation Strategy, or REMS, program to mitigate the risk of off-label use in populations where the FDA may believe that the potential risks of use may outweigh its benefits;

•voluntary or FDA-requested recalls;

•warning letters;

•suspension of any ongoing clinical studies;

•refusal by the FDA or other regulatory authorities to approve pending applications or supplements to approved applications filed by us;

•restrictions on operations, including restrictions on the marketing or manufacturing of the product or the imposition of costly new manufacturing requirements; or

•seizure or detention, or refusal to permit the import or export of products.

If any of these actions were to occur, we may have to delay or discontinue the commercialization of CAPLYTA, limit our sales and marketing efforts, conduct further post-approval studies, and/or delay, discontinue or change any other ongoing or planned clinical studies, which in turn could result in significant expense and delay or limit our ability to generate revenues.

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Safety issues with our product candidates or approved product, or with product candidates or approved products of third parties that are similar to our product candidates, could give rise to delays in the regulatory approval process, restrictions on labeling or product withdrawal after approval.

Problems with product candidates or approved products marketed by third parties that utilize the same therapeutic target or that belong to the same therapeutic class as our product candidates or approved product could adversely affect the development and regulatory approval of our product candidates or commercialization orof our approved product. In 2012, the FDA released draft guidance recommending that prospective suicidality assessments be performed in clinical trials of any drug being developed for a psychiatric indication. Our development programs are focused primarily on psychiatric indications. Our PDE program is a novel target and may have unexpected safety effects that do not appear until late in clinical development or after commercial approval. As we continue the development and clinical trials of our product candidates and continue to commercialize our approved product, there can be no assurance that our product candidates or approved product will not experience significant safety issues.

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Discovery of previously unknown class effect problems may prevent or delay clinical development and commercial approval of product candidates or result in restrictions on permissible uses after their approval, including withdrawal of the medicine from the market. Many drugs acting on the CNS include boxed warnings and precautions related to suicidal behavior or ideation, driving impairment, somnolence/sedation and dizziness, discontinuation, weight gain, non-insulin dependent (type II) diabetes, cardiovascular side effects, sleep disturbances, and motor disturbances. The label for CAPLYTA contains a “boxed” warning that elderly patients with dementia-related psychosis treated with antipsychotic drugs are at an increased risk of death and that CAPLYTA is not approved for the treatment of patients with dementia-related psychosis. If we or others later identify undesirable side effects caused by the mechanisms of action or classes of our products or product candidates or any specific products or product candidates:

•we may be required to conduct additional clinical trials or implement a REMS program prior to or following approval;

•regulatory authorities may not approve our product candidates or, as a condition of approval, may require specific warnings and contraindications;

•regulatory authorities may withdraw their approval of the product and require us to take our drug off the market;

•we may have limitations on how we promote our drugs;

•sales of products may decrease significantly;

•we may be subject to litigation or product liability claims; and

•our reputation may suffer.

Any of these events could prevent us from achieving or maintaining market acceptance of the affected product or could substantially increase our commercialization costs and expenses, which, in turn, could delay or prevent us from generating significant revenues from its sale.

Finally, if the FDA determines that a drug may present a risk of substance abuse, it can recommend to the Drug Enforcement Administration, or DEA, that the drug be scheduled under the Controlled Substances Act, or the CSA. Controlled substances are subject to a high degree of regulation under the CSA, which establishes, among other things, certain registration, manufacturing quotas, security, recordkeeping, reporting, import, export and other requirements administered by the DEA that are separate and apart from the FDA’s regulatory requirements. The DEA classifies controlled substances into five schedules. Schedule I substances by definition have a high potential for abuse, have no currently “accepted medical use” in the United States, lack accepted safety for use under medical supervision, and may not be prescribed, marketed or sold in the United States. Pharmaceutical products approved for use by the FDA may be listed as Schedule II, III, IV or V, with Schedule II substances considered to present the highest potential for abuse or dependence and Schedule V substances the lowest relative risk of abuse. Any regulatory decision that one of our product candidates should be controlled under the CSA would create additional operational, financial, and commercialization burdens for such a product, which could affect our business and cash flows.

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If we seek to enter into strategic alliances for our drug candidates, but fail to enter into and maintain successful strategic alliances, we may have to reduce or delay our drug candidate development or increase our expenditures.

An important element of a biotechnology company’s strategy for developing, manufacturing and commercializing its drug candidates may be to enter into strategic alliances with pharmaceutical companies or other industry participants to advance its programs and enable it to maintain its financial and operational capacity. We may face significant competition in seeking appropriate alliances. If we seek such alliances, we may not be able to negotiate alliances on acceptable terms, if at all. In addition, these alliances may be unsuccessful. OnIn ~~October 31,~~ 2014, we entered into ~~the~~an ~~Termination~~agreement ~~Agreement~~to ~~with~~terminate ~~Takeda,~~our ~~which~~license ~~terminated~~agreement ~~the~~with Takeda ~~License Agreement~~, pursuant to which all rights granted under the Takeda ~~License~~license ~~Agreement~~agreement were returned to us. If we seek such alliances and then fail to create and maintain suitable alliances, we may have to limit the size or scope of, or delay, one or more of our drug development or research programs.

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To the extent we are able to enter into collaborative arrangements or strategic alliances, we will be exposed to risks related to those collaborations and alliances.

Biotechnology companies ~~at our stage of development~~ sometimes become dependent upon collaborative arrangements or strategic alliances to complete the development and commercialization of drug candidates, particularly after the Phase 2 stage of clinical testing. If we elect to enter into collaborative arrangements or strategic alliances, these arrangements may place the development of our drug candidates outside our control, may require us to relinquish important rights or may otherwise be on terms unfavorable to us.

Dependence on collaborative arrangements or strategic alliances would subject us to a number of risks, including the risk that:

•we may not be able to control the amount and timing of resources that our collaborators may devote to the drug candidates;

•our collaborators may experience financial difficulties;

•we may be required to relinquish important rights, such as marketing and distribution rights;

•business combinations or significant changes in a collaborator’s business strategy may also adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement;

•a collaborator could independently move forward with a competing drug candidate developed either independently or in collaboration with others, including our competitors; and

•collaborative arrangements are often terminated or allowed to expire, which would delay the development and may increase the cost of developing our drug candidates.

Preliminary and interim data from our clinical trials that we may announce or publish from time to time may change as more patient data become available.

From time to time, we may announce or publish preliminary or interim data from our clinical trials. Preliminary and interim data of a clinical trial are not necessarily predictive of final data. Preliminary and interim data are subject to the risk that one or more of the clinical outcomes may materially change as patient enrollment continues and more patient data become available. As a result, preliminary and interim data should be viewed with caution until the final data are available. Material adverse changes in the final data compared to the interim data could affect our planned clinical path for our product candidates, including increasing costs of and/or causing delays in such development, and could significantly harm our business prospects.

We rely on third parties to conduct our clinical trials and perform data collection and analysis, which may result in costs and delays that prevent us from successfully commercializing our product candidates.

Although we design and manage our current non-clinical studies and clinical trials, we do not currently have the ability to conduct clinical trials for our product candidates on our own. In addition to our collaborators, we rely on contract research organizations, medical institutions, clinical investigators, and contract laboratories to perform data collection and analysis and other aspects of our clinical trials. In addition, we also rely on third parties to assist with our non-clinical studies, including studies regarding biological activity, safety, absorption, metabolism, and excretion of product candidates.

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Our non-clinical activities or clinical trials may be delayed, suspended, or terminated if: the quality or accuracy of the data obtained by the third parties on whom we rely is compromised due to their failure to adhere to our clinical protocols or regulatory requirements or if for other reasons, these third parties do not successfully carry out their contractual duties or fail to meet regulatory obligations or expected deadlines, or these third parties need to be replaced.

The third-party service providers we contract with are not our employees and, except for remedies available to us under our agreements with such third parties, we have less control over the timing, quality and other aspects of such non-clinical studies and clinical trials than we would have if we were to conduct them on our own. If the third parties on whom we rely fail to perform, our development costs may increase, our ability to obtain regulatory approval, and consequently, to commercialize our product candidates may be delayed or prevented altogether. We currently use several contract research organizations to perform services for our non-clinical studies and clinical trials. While we believe that there are numerous alternative sources to provide these services, in the event that we seek such alternative sources, we may not be able to enter into replacement arrangements without delays or incurring additional expenses.

Even though our reliance on third parties for development activities reduces our control over such activities, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol, legal, regulatory, and scientific standards, and our reliance on third parties does not relieve us of our oversight and regulatory responsibilities. For example, we must ensure that our non-clinical studies are conducted in accordance with GLP requirements, as appropriate. In addition, we remain responsible for ensuring that each of our clinical trials is conducted in accordance with the general investigational plan and protocol for each trial. Moreover, the FDA and comparable foreign regulatory authorities require us to comply with established Good Clinical Practice standards for conducting, recording, and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity, and confidentiality of trial participants are protected. In addition, our clinical trials must be conducted with product candidates produced under cGMP conditions. Regulatory authorities enforce these requirements through periodic inspections of trial sponsors, clinical and non-clinical investigators, manufacturers and trial sites. If we or any of our third-party service providers fails to comply with applicable regulatory requirements, we or they may be subject to enforcement or other legal actions, the data generated in our trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional studies, which may significantly delay our clinical development plans and the regulatory approval process. We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that we or our third-party service providers or clinical trial sites are in substantial compliance with the applicable regulatory requirements. 36

~~Further,~~Table we are currently conducting clinical trials for our product candidates in many countries, including the United States, Europe, Asia, and South America and may expand to other geographies. Timely enrollment of, completion of and reporting on our clinical trials is dependent upon these global clinical trial sites which are, or in the future may be, adversely affected by political instability or conflict. Political instability and conflict in areas in the world where we have clinical operations, may delay our trials and negatively affect our business and operations in those regions. Contents

Even though our reliance on third parties for development activities reduces our control over such activities, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol, legal, regulatory, and scientific standards, and our reliance on third parties does not relieve us of our oversight and regulatory responsibilities. For example, we must ensure that our non-clinical studies are conducted in accordance with GLP requirements, as appropriate. In addition, we remain responsible for ensuring that each of our clinical trials is conducted in accordance with the general investigational plan and protocol for each trial. Moreover, the FDA and comparable foreign regulatory authorities require us to comply with established GCP standards for conducting, recording, and reporting the results of clinical trials to assure that data and reported results are credible and accurate and that the rights, integrity, and confidentiality of trial participants are protected. In addition, our clinical trials must be conducted with product candidates produced under cGMP conditions. Regulatory authorities enforce these requirements through periodic inspections of trial sponsors, clinical and non-clinical investigators, manufacturers and trial sites. If we or any of our third-party service providers fails to comply with applicable regulatory requirements, we or they may be subject to enforcement or other legal actions, the data generated in our trials may be deemed unreliable and the FDA or comparable foreign regulatory authorities may require us to perform additional studies, which may significantly delay our clinical development plans and the regulatory approval process. We cannot assure you that upon inspection by a given regulatory authority, such regulatory authority will determine that we or our third-party service providers or clinical trial sites are in substantial compliance with the applicable regulatory requirements.

Further, we are currently conducting clinical trials for our product candidates in many countries, including the United States, Europe, Asia, and South America and may expand to other geographies. Timely enrollment of, completion of and reporting on our clinical trials is dependent upon these global clinical trial sites which are, or in the future may be, adversely affected by political instability or conflict, among other factors. Political instability and conflict in areas in the world where we have clinical operations, may delay our trials and negatively affect our business and operations in those regions.

Our employees, independent contractors, principal investigators, contract research organizations, consultants or vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

We are exposed to the risk that our employees, independent contractors, principal investigators, contract research organizations, consultants or vendors may engage in fraudulent or other illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to us that violates: FDA regulations, including those laws requiring the reporting of true, complete and accurate information to the FDA; manufacturing standards; federal and state health care fraud and abuse laws and regulations; or laws that require the true, complete and accurate reporting of financial information or data. In addition, sales, marketing and business arrangements in the health care industry are subject to extensive laws and regulations intended to prevent fraud, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Activities subject to these laws also involve the improper use or misrepresentation of information obtained in the course of clinical trials or creating fraudulent data in our non-clinical studies or clinical trials, which could result in regulatory sanctions and serious harm to our reputation.

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It is not always possible to identify and deter misconduct by our employees and other third parties, and the precautions we take to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. Additionally, we are subject to the risk that a person could allege such fraud or other misconduct, even if none occurred. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of civil, criminal and administrative penalties, damages, monetary fines, possible exclusion from participation in Medicare, Medicaid and other federal health care programs, contractual damages, reputational harm, diminished potential profits and future earnings, and curtailment of our operations, any of which could adversely affect our business, financial condition, results of operations or prospects.

~~Even if we successfully complete the clinical trials of one or more of our product candidates, the product candidates may fail for other reasons.~~ 37

~~Even~~Table ~~if we successfully complete the clinical trials for one or more~~ of ~~our product candidates, the product candidates may fail for other reasons, including the possibility that the product candidates will:~~ Contents

•fail to receive the regulatory approvals required to market them as drugs;

•be subject to proprietary rights held by others requiring the negotiation of a license agreement prior to marketing;

•be difficult or expensive to manufacture on a commercial scale;

•have adverse side effects that make their use less desirable; or

•fail to compete with product candidates or other treatments commercialized by our competitors.

We are subject to ongoing regulatory obligations and restrictions with regard to CAPLYTA and, following regulatory approval of any of our product candidates, we will be subject to ongoing regulatory obligations and restrictions with regard to such product candidates, which may result in significant expense and limit our ability to commercialize lumateperone and our other potential products.

With regard to CAPLYTA and our product candidates, if any, approved by the FDA, or by another regulatory authority, we are held to extensive regulatory requirements over product manufacturing, labeling, packaging, adverse event reporting, storage, advertising, promotion and record keeping. Regulatory approvals may also be subject to significant limitations on the indicated uses or marketing of the product candidates. Potentially costly follow-up or post-marketing clinical studies may be required as a condition of approval to further substantiate safety or efficacy, or to investigate specific issues of interest to the regulatory authority.

Previously unknown problems with the product candidate, including adverse events of unanticipated severity or frequency, may result in restrictions on the marketing of the drug, and could include withdrawal of the drug from the market.

In addition, the law or regulatory policies governing pharmaceuticals may change. New statutory requirements or additional regulations may be enacted that could prevent or delay regulatory approval of our product candidates. We cannot predict the likelihood, nature or extent of adverse government regulation that may arise from future legislation or administrative action, either in the United States or elsewhere. If we are not able to maintain regulatory compliance, we might not be permitted to market our drugs and our business could suffer.

34CAPLYTA and our product candidates, if approved, may not gain or maintain acceptance among physicians, patients, or the medical community, thereby limiting our potential to generate revenues, which will undermine our future growth prospects.

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CAPLYTA and our product candidates, if approved, may not gain acceptance among physicians, patients, or the medical community, thereby limiting our potential to generate revenues, which will undermine our future growth prospects.

The degree of market acceptance by physicians, health care professionals and third-party payers of CAPLYTA, and any product candidate for which we obtain regulatory approval, and our profitability and growth will depend on a number of factors, including:

•our ability to provide acceptable evidence of safety and efficacy;

•the scope of the approved indication(s) for the product;

•the inclusion of any warnings or contraindications in the product label;

•pricing and cost effectiveness, which may be subject to regulatory control;

•our ability to obtain sufficient third-party insurance coverage or reimbursement;

•effectiveness of our or our collaborators’ sales and marketing strategy;

•relative convenience and ease of administration;

•patient adherence to treatment;

•prevalence and severity of any adverse side effects; and

•availability of alternative treatments.

If any product that we develop does not provide a treatment regimen that is at least as beneficial as the current standard of care or otherwise does not provide some additional patient benefit over the current standard of care, that product will not achieve market acceptance and we will not generate sufficient revenues to achieve profitability.

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The failure to attract and retain skilled personnel and key relationships could impair our drug development and commercialization efforts.

We are highly dependent on our senior management and key clinical development, sales and marketing, scientific and technical personnel. Competition for these types of personnel is intense. The loss of the services of any member of our senior management, clinical development, sales and marketing, scientific or technical staff may significantly delay or prevent the achievement of drug development, commercialization and other business objectives and could have a material adverse effect on our business, operating results and financial condition. We also rely on consultants and advisors to assist us in formulating our strategy. All of our consultants and advisors are either self-employed or employed by other organizations, and they may have conflicts of interest or other commitments, such as consulting or advisory contracts with other organizations, that may affect their ability to contribute to us. We intend to expand and develop new drug candidates, and may need additional funding to grow our business. We will need to hire additional employees in order to continue our research and clinical trials and to market our drugs when approved. This strategy may require us to recruit additional executive management and clinical development, regulatory, scientific, technical and sales and marketing personnel. There is currently intense competition for skilled executives and employees with relevant clinical development, regulatory, scientific, technical and sales and marketing expertise, and this competition is likely to continue. The inability to attract and retain sufficient clinical development, scientific, technical, sales and marketing, and managerial personnel, due to intense competition and our limited resources, would limit or delay our product development and commercialization efforts, which would adversely affect the development of our product candidates and commercialization of CAPLYTA and our product candidates, if approved, and growth of our business.

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We rely on third-party manufacturers to manufacture and supply lumateperone and our other product candidates for us. If one of our suppliers or manufacturers fails to perform adequately or fulfill our needs, we may be required to incur significant costs and devote significant efforts to find new suppliers or manufacturers. We may also face significant delays in our clinical trials, regulatory approvals and product introductions and commercialization.

We have no manufacturing facilities and have limited experience in the manufacturing of drugs or in designing drug-manufacturing processes. We have contracted with third-party manufacturers to produce, in collaboration with us, our product candidates, including lumateperone, for clinical trials and to produce ~~lumateperone~~CAPLYTA for commercial sales. For example, in January 2017, we entered into a supply agreement with Siegfried and entered into a new supply agreement with Siegfried in January 2023, under which Siegfried has agreed to manufacture and supply the active pharmaceutical ingredient (API) and its intermediates for lumateperone in commercial quantities. Each month, we will provide Siegfried with a rolling forecast of our anticipated requirements for supply of the API. Under the Siegfried Agreement, we have the right to and may purchase the API and its intermediates for lumateperone from other suppliers. In addition, in January 2017, we entered into a manufacturing services agreement with Lonza, as amended in December 2022, under which Lonza has agreed to manufacture and supply the API for lumateperone in commercial quantities. We agreed to provide Lonza with a written forecast of our estimated quarterly requirements. While we believe that there are alternative sources available to manufacture our product candidates, in the event that we seek such alternative sources, we may not be able to enter into replacement arrangements without delays or additional expenditures. We cannot estimate these delays or costs with certainty but, if they were to occur, they could cause a delay in our development and commercialization efforts. If our existing or planned third-party manufacturing arrangements are terminated or if the sources of supply from such arrangements are inadequate and we must seek supply agreements from alternative sources, we may be unable to enter into such agreements or do so on commercially reasonable terms, which could delay a product launch or subject our commercialization efforts to significant supply risk.

Manufacturers of our product candidates are obliged to operate in accordance with FDA-mandated ~~current~~cGMP ~~good manufacturing practices, or cGMPs~~requirements. The manufacture of pharmaceutical products in compliance with ~~the~~cGMP ~~cGMPs~~regulations requires significant expertise and capital investment, including the development of advanced manufacturing techniques and process controls. Manufacturers of pharmaceutical products often encounter difficulties in production, including difficulties with production costs and yields, quality control, including stability of the product or product candidate and quality assurance testing, shortages of qualified personnel, as well as compliance with strictly enforced cGMP requirements, other federal and state regulatory requirements and foreign regulations. If our manufacturers were to encounter any of these difficulties or otherwise fail to comply with their obligations to us or under applicable regulations, our ability to provide product for commercial sale or product candidates in our clinical trials would be jeopardized. Any delay or interruption in the supply of commercial quantities of approved product could have a material adverse impact on our revenue from product sales and any delay or interruption in the supply of clinical trial materials could delay the completion of our clinical trials, increase the costs associated with maintaining our clinical trial programs and, depending upon the period of delay, require us to commence new clinical trials at significant additional expense or terminate the clinical trials completely.

In addition, the facilities used by our contract manufacturers or other third-party manufacturers to manufacture our product candidates must be approved by the FDA pursuant to inspections conducted following our request for regulatory approval for our product candidates from the FDA. Drug manufacturing facilities are also subject to periodic inspections by FDA and other regulatory authorities. The pre-approval and periodic inspections are intended to confirm compliance with cGMP requirements including, among other things, quality control, quality assurance and the maintenance of records and documentation. Manufacturers of our product candidates may be unable to comply with these cGMP requirements and with other FDA, state and foreign regulatory requirements. The FDA or similar foreign regulatory agencies may also implement new standards at any time, or change their interpretation and enforcement of existing standards for manufacture, packaging or testing of products. We have little control over our manufacturers’ compliance with these regulations and standards. A failure of any of our current or future contract manufacturers to establish and follow cGMPs or to document their adherence to such practices may lead to significant delays in obtaining regulatory approval of product candidates or the ultimate launch of products, if approved, into the market. Failure by our current or future third-party manufacturers or us to comply with applicable regulations could result in sanctions being imposed on us, including fines, injunctions, civil penalties, failure of the government to grant marketing approval of drugs, delays, suspension or withdrawal of approvals, seizures or recalls of products, operating restrictions, and criminal prosecutions. If the safety of any product supplied is compromised due to our manufacturers’ failure to adhere to applicable laws or for other reasons, we may be held liable for any injuries sustained as a result. Any of these factors could cause a delay of clinical studies, regulatory submissions, approvals or commercialization of our product candidates or approved product, entail higher costs or impair our reputation. 39

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In addition, the facilities used by our contract manufacturers or other third-party manufacturers to manufacture our product candidates must be approved by the FDA pursuant to inspections conducted following our request for regulatory approval for our product candidates from the FDA. Drug manufacturing facilities are also subject to periodic inspections by FDA and other regulatory authorities. The pre-approval and periodic inspections are intended to confirm compliance with cGMP requirements including, among other things, quality control, quality assurance and the maintenance of records and documentation. Manufacturers of our product candidates may be unable or fail to comply with these cGMP requirements and with other FDA, state and foreign regulatory requirements. The FDA or similar foreign regulatory agencies may also implement new standards at any time, or change their interpretation and enforcement of existing standards for the manufacture, packaging or testing of products. We have little control over our manufacturers’ compliance with these regulations and standards. A failure of any of our current or future contract manufacturers to comply with applicable cGMP requirements or to document their adherence to such practices may lead to significant delays in obtaining regulatory approval of product candidates or the ultimate launch of products, if approved, into the market. Failure by our current or future third-party manufacturers or us to comply with applicable regulations could result in sanctions being imposed on us, including fines, injunctions, civil penalties, failure of the government to grant marketing approval of drugs, delays, suspension or withdrawal of approvals, seizures or recalls of products, operating restrictions, and criminal prosecutions. If the safety of any product supplied is compromised due to our manufacturers’ failure to adhere to applicable laws or for other reasons, we may be held liable for any injuries sustained as a result. Any of these factors could cause a delay of clinical studies, regulatory submissions, approvals or commercialization of our product candidates or approved product, entail higher costs or impair our reputation.

As our business expands and evolves, we may find that our staffing is not adequate in size or capability to manage these changes and to perform under the new circumstances.

As our business expands and evolves, we will need to manage our operations and facilities effectively in order to support the commercialization of CAPLYTA, advance our drug development programs (including lumateperone, ITI-1284, ~~lenrispodun,~~ ITI-~~333,~~1500 and ~~ITI-1500~~lenrispodun), facilitate any future collaborations, and pursue other development activities as we may find that our staffing is not adequate in size or capability to manage these changes and to perform under the new circumstances. For example, during the third quarter of 2024, we expanded our sales force by approximately 150 representatives who will focus on commercial sales of CAPLYTA to primary care physicians. We are further expanding our sales force in 2025 to support the potential sNDA approval of CAPLYTA for the treatment of MDD as adjunctive therapy to antidepressants. It is possible that our infrastructure may be inadequate to support our future efforts and growth. In particular, we will need to further develop information technology systems and internal sales, marketing, and distribution capabilities for any drug that we may successfully develop, including additional indications for lumateperone. We may not successfully manage our operations and, accordingly, may not achieve our research, development, commercialization, and profitability goals.

Our ability to generate product revenues will be diminished if lumateperone or any of our other potential products do not sell for adequate prices, receive coverage from payers or if patients are unable to obtain adequate levels of reimbursement.

Patients who are prescribed medicine for the treatment of their conditions generally rely on third-party payers to reimburse all or part of the costs associated with their prescription drugs. Adequate coverage and reimbursement from governmental health care programs, such as Medicare and Medicaid, and commercial payers are critical to new product acceptance. Coverage decisions may depend upon clinical and economic standards that disfavor new drug products when more established or lower cost therapeutic alternatives are already available or subsequently become available. Even if we obtain coverage for lumateperone or other potential products, the resulting reimbursement payment rates might not be adequate or may require co-payments that patients find unacceptably high. Patients are unlikely to use lumateperone or other product candidates, if approved, unless coverage is provided and reimbursement is adequate to cover a significant portion of the cost of those products.

In addition, the market for lumateperone or any product candidate for which we may receive regulatory approval will depend significantly on access to third-party payers’ drug formularies, or lists of medications for which third-party payers provide coverage and reimbursement. The industry competition to be included in such formularies often leads to downward pricing pressures on pharmaceutical companies. Also, third-party payers may refuse to include a particular branded drug in their formularies or otherwise restrict patient access to a branded drug when a less costly generic equivalent or other alternative is available, even if not approved for the indications for which lumateperone is approved.

Third-party payers, whether foreign or domestic, governmental or commercial, are developing increasingly sophisticated methods of controlling health care costs.

The current environment is putting pressure on companies to price products below what they may feel is appropriate. Selling lumateperone at less than an optimized price could impact our revenues and overall success as a company. We do not know if the price we have selected, or may select in the future, for lumateperone is or will be the optimized price. In addition, in the United States, no uniform policy of coverage and reimbursement for drug products exists among third-party payers. Therefore, coverage and reimbursement for drug products such as lumateperone may differ significantly from payer to payer. As a result, the coverage determination process is often a time-consuming and costly process that will require us to provide scientific and clinical support for the use of our drug products such as lumateperone to each payer separately, with no assurance that coverage will be obtained. If we are unable to obtain and maintain coverage of, and adequate payment levels for, our products from third-party payers, physicians may limit how much or under what circumstances they will prescribe or administer them and patients may decline to purchase them. This in turn could affect our ability to successfully commercialize any approved products and thereby adversely impact our profitability, results of operations, financial condition, and future success. 40

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Health care legislation may make it more difficult to receive revenues from CAPLYTA or future products.

In both the United States and certain foreign jurisdictions, there have been a number of legislative and regulatory proposals in recent years to change the health care system in ways that could impact our ability to sell our products profitably. For example, onin August ~~16,~~ 2022, President Biden signed into the law the Inflation Reduction Act of 2022, or the IRA. Among other things, the IRA has multiple provisions that may impact the prices of drug products that are both sold into the Medicare program and throughout the United States. ~~Starting~~For ~~in 2023~~example, a manufacturer of drugs or biological products covered by Medicare Parts B or D must pay a rebate to the federal government if their drug product’s price increases faster than the rate of inflation. This calculation is made on a drug product by drug product basis and the amount of the rebate owed to the federal government is directly dependent on the volume of a drug product that is paid for by Medicare Parts B or D. Additionally, starting for payment year 2026, CMS will negotiate drug prices annually for a select number of single source Part D drugs without generic or biosimilar competition. CMS will also negotiate drug prices for a select number of Part B drugs starting for payment year 2028. If a drug product is selected by CMS for negotiation, it is expected that the revenue generated from such drug will decrease. CMS has begun to implement these new authorities and entered into the first set of agreements with pharmaceutical manufacturers tofor ~~conduct~~negotiated ~~price~~prices ~~negotiations~~of in10 ~~October~~drug ~~2023~~products, which will become applicable for payment year 2026. However, the IRA's impact on the biopharmaceutical industry in the ~~U.S.~~United States remains uncertain, in part because multiple large pharmaceutical companies and other stakeholders (e.g., the U.S. Chamber of Commerce) have initiated federal lawsuits against CMS arguing the program is unconstitutional for a variety of reasons, among other complaints. Those lawsuits are currently ongoing. Further legislative changes to health care and pharmaceutical laws in the United States remain possible. We expect that health care reform measures that may be adopted in the future may result in more rigorous coverage criteria and lower reimbursement, and in additional downward pressure on the price that may be charged for lumateperone or any of our other product candidates, if approved. Any reduction in reimbursement from Medicare or other government programs may result in a similar reduction in payments from private payers. The implementation of cost containment measures or other health care reforms may prevent us from being able to generate revenue, attain profitability, or commercialize CAPLYTA or any other products for which we receive regulatory approval.

In addition, in many foreign countries, particularly the countries of the European Union, the pricing of prescription drugs is subject to government control. In some non-U.S. jurisdictions, the proposed pricing for a drug must be approved before it may be lawfully marketed. The requirements governing drug pricing vary widely from country to country. For example, the European Union provides options for its member states to restrict the range of medicinal products for which their national health insurance systems provide reimbursement and to control the prices of medicinal products for human use. A member state may approve a specific price for the medicinal product or it may instead adopt a system of direct or indirect controls on the profitability of the company placing the medicinal product on the market. We may face competition from lower-priced products in foreign countries that have placed price controls on pharmaceutical products.

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We currently have limited experience as a company in marketing and distributing pharmaceutical products and rely on third-party distributors to distribute CAPLYTA. If we are unable to continue to effectively commercialize CAPLYTA, we may not be able to generate adequate product revenues.

CAPLYTA, which was approved by the FDA in December 2019 for the treatment of schizophrenia in adults in the United States and in December 2021 for the treatment of bipolar depression in adults in the United States, is our only drug that has been approved for sale by any regulatory body. We initiated the commercial launch of CAPLYTA in March 2020. As such, as an organization, this was the first time we have launched or commercialized any pharmaceutical product. In order to continue to successfully commercialize CAPLYTA, we must continue to develop our sales, marketing, managerial, compliance, and related capabilities or make arrangements with third parties to perform these services. If we are unable to maintain and develop adequate sales, marketing, and distribution capabilities, whether independently or with third parties, we may not be able to continue to appropriately commercialize and generate revenue from sales of CAPLYTA and may not become profitable.

We are employing our own internal sales force to commercialize CAPLYTA for the treatment of schizophrenia and bipolar depression as part of our commercialization strategy in the United States. We are competing with other pharmaceutical and biotechnology companies to recruit, hire, train and retain marketing and sales personnel. These efforts will continue to be expensive and time-consuming, and we cannot be certain that we will be able to successfully maintain and further develop our sales force.

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Additionally, our strategy includes distributing CAPLYTA through third-party distributors. While we have entered into, or will attempt to enter into, agreements with these distributors to distribute CAPLYTA in the United States, they may not perform as agreed or they may terminate their agreements with us. Also, we may need to enter into agreements with additional distributors, and there is no guarantee that we will be able to do so on commercially reasonable terms or at all. If we are unable to maintain and, if needed, expand, our network of distributors, we would be exposed to substantial distribution risk.

In the event we are unable to effectively ~~develop~~maintain and ~~maintain~~expand our commercial team, including our U.S. sales force, or maintain and, if needed, expand, our network of distributors, our ability to effectively commercialize CAPLYTA and generate product revenues would be limited.

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The FDA has granted marketing approval of CAPLYTA for the treatment of schizophrenia in adults and the treatment of bipolar depression in adults, and we could face liability if a regulatory authority determines that we are promoting CAPLYTA for any “off-label” uses.

A company may not promote “off-label” uses for its drug products. An off-label use is the use of a product for an indication or patient population that is not described in the product’s FDA-approved label in the United States or for uses in other jurisdictions that differ from those approved by the applicable regulatory agencies. Physicians, on the other hand, may prescribe products for off-label uses. Although the FDA and other regulatory agencies do not regulate a physician’s choice of drug treatment made in the physician’s independent medical judgment, they do restrict promotional communications from pharmaceutical companies or their sales forces with respect to off-label uses of products for which marketing clearance has not been issued. A company that is found to have promoted off-label use of its product may be subject to significant liability, including civil and criminal sanctions. We intend to comply with the requirements and restrictions of the FDA and other regulatory agencies with respect to our promotion of CAPLYTA, and any other products we may market, but we cannot be sure that the FDA or other regulatory agencies will agree that we have not violated their restrictions. As a result, we may become subject to criminal and civil liability should an agency determine that such violations occurred. In addition, our management’s attention could be diverted to handle any such alleged violations. A significant number of pharmaceutical companies have been the target of inquiries and investigations by various U.S. federal and state regulatory, investigative, prosecutorial and administrative entities in connection with the promotion of products for unapproved uses and other sales practices, including the Department of Justice, or DOJ, and various U.S. Attorneys’ Offices, the Health and Human Services Office of Inspector General, the FDA, the Federal Trade Commission and various state Attorneys General offices. These investigations have alleged violations of various U.S. federal and state laws and regulations, including claims asserting antitrust violations, violations of the FDCA, the civil False Claims Act, anti-kickback laws, and other alleged violations in connection with the promotion of products for unapproved uses, pricing and Medicare and/or Medicaid reimbursement. If the FDA, DOJ, or any other governmental agency initiates an enforcement action against us, or if we are the subject of a qui tam suit under the False Claims Act and it is determined that we violated prohibitions relating to the promotion of products for unapproved uses, we could be subject to substantial civil or criminal fines or damage awards and other sanctions such as consent decrees and corporate integrity agreements pursuant to which our activities would be subject to ongoing scrutiny and monitoring to ensure compliance with applicable laws and regulations. Any such fines, awards or other sanctions would have an adverse effect on our revenue, business, financial prospects, and reputation.

~~There~~We ~~are~~may ~~possible~~be ~~limitations~~unable onto ~~our~~ use certain of our net operating losses and other tax assets.

AsWe ofhave ~~December 31,~~substantial ~~2023,~~tax ~~we had net operating~~ loss ~~carryforwards,~~carry orforwards ~~NOLs,~~in ofthe ~~approximately $528~~U.4S. ~~million,~~(both ~~which are available to reduce any future~~ federal and state). ~~taxable~~In ~~income~~general, ~~of which $73.6 million will begin to expire at various dates through 2037 and $454.8 million do not expire. The use of~~ our ~~NOLs~~net ~~may be restricted due to changes in ownership, including as a result of public offerings.~~ operating

losses and tax credits have been fully offset by a valuation allowance due to uncertainties surrounding our ability to realize these tax benefits.

As of December 31, 2024, we had federal net operating loss carryforwards, or NOLs, of approximately $479.0 million, of which $21.3 million will begin to expire at various dates starting 2035 through 2037 and $457.7 million do not expire. The gross amount of the state net operating loss carryforwards is equal to or less than the federal net operating loss carryforwards and expires over various periods based on individual state tax law. We also have $31.1 million of research and development credits carryforwards, or R&D credits which are available to reduce any future tax liability incurred. The use of our NOLs and R&D credits may be restricted due to changes in ownership, including as a result of public offerings.

Under Section 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, changes in our ownership (as defined by the foregoing sections of the Code) may limit the amount of NOLs and tax credit carryforwards that could be utilized annually in the future to offset taxable income.

For the years ended December 31, 2015 through ~~2022~~2023, we performed a Section 382 ownership analysis and determined that no ownership change occurred (within the meaning of Section 382 of the Code) as a result of our public offering in 2022. Our previous ownership analysis through December 31, 2015 reflected an ownership change occurred as a result of our 2015 public offerings.

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Changes in tax laws could adversely affect our business and financial condition.

On August 9, 2022, the United States enacted the CHIPS and Science Act which provides an investment tax credit for 25% of qualified investments primarily used for manufacturing of semiconductors and related equipment in the U.S. On August 16, 2022, the United States enacted the Inflation Reduction Act (“IRA”) which includes a provision for a 15% corporate alternative minimum tax on companies with average annual adjusted financial statement income over $1 billion effective for tax years ending after December 31, 2022. In addition to other provisions included such as stock buy-back and prescription drug pricing, we reviewed the provisions and there was not a material tax impact on our financial statements for the year ended December 31, ~~2023~~2024.

We continue to examine the impact this and any future tax reform legislation may have on our business and depending on possible foreign operations, among other things, the impact of this tax reform is uncertain and could be adverse. This report does not discuss any such tax legislation or the manner in which it might affect holders of our common stock. We urge our stockholders to consult with their legal and tax advisors with respect to such legislation and the potential tax consequences of investing in our common stock.

Cybersecurity incidents, loss of data and other disruptions could compromise sensitive information related to our business, prevent us from accessing critical information, impact our ability to manufacture, distribute and sell CAPLYTA and any future products, or expose us to liability and reputational harm. Any of these risks could adversely affect our business and our reputation.

We rely upon information technology systems for our business, many of which are licensed from, and therefore operated and hosted by, third parties who process, transmit and store our electronic information. These systems, some of which are native cloud technologies, are used to manage or support our research and operational activities. We continue to work in a hybrid working model where ~~the majority of~~ our employees and contingent workers at times operate from locations other than our corporate offices or are fully remote. As a result, we are ~~increasingly~~ dependent upon our information technology systems to operate our business. We ~~are~~rely ~~dependent~~ on ~~adequate~~IT security measures to ensure the availability, reliability, and integrity of our technology systems and data.

As part of our business, we or our third party providers collect sensitive personal health information during the development of drug products, the execution of clinical trials, and as part of our patient incentive programs.

Breakdowns, invasions, corruptions, destructions, denial of service, unauthorized access to our data and information, and/or breaches of our information technology systems, including our cloud technologies, could subject us to legal liability, financial penalties and remediation costs, operational down time, and reputational loss, which would negatively impact our business operations. Cybersecurity incidents also pose a risk that sensitive data, including intellectual property, trade secrets or personal data, and/or personal/protected health information belonging to us, patients, customers or other business partners, may be exposed to unauthorized persons or to the public. Recovery from any such cybersecurity incident could require replacement of technology, extensive remediation work, and/or ransomware payments.

~~Our~~Techniques information technology systems, including our cloud technologies, continue to increase in multitude and complexity, increasing our vulnerability to breakdowns and cybersecurity incidents. At the same time, techniques used in cybersecurity attacks to obtain unauthorized access, disable or sabotage information technology systems are evolving rapidly with data breaches and other cybersecurity events becoming commonplace. This is a direct result of the intensification of state-sponsored cybersecurity attacks and the monetary ~~gain~~gains being made by cyber criminals.

Cybersecurity incidents also pose a risk that sensitive data, including intellectual property, trade secrets or personal data, and/or personal/protected health information belonging to us, patients, customers or other business partners, may be exposed to unauthorized persons or to the public. 44

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Cybersecurity incidents and attacks are increasing in their frequency, sophistication and intensity, are becoming increasingly difficult to detect, and they can impact vendors, customers or companies, including vendors, suppliers and other companies in our supply chain. They are often carried out by motivated, well-resourced, skilled and persistent actors, including nation states, organized crime groups, “hacktivists” and employees or contractors acting with careless or malicious intent. Cyber-attacks include deployment of harmful malware and key loggers, ransomware, a denial-of-service attack, a malicious website, the use of social engineering and other means to affect the confidentiality, integrity and availability of our technology systems and data. Cyber-attacks also include manufacturing, hardware or software supply chain attacks, which could cause a delay in the manufacturing of products or products produced for contract manufacturing or lead to a compromise of data or other cybersecurity incident. Our key business partners face similar risks and any cybersecurity incident affecting their systems could adversely affect our security posture. In addition, our ~~increased~~ use of dispersed technologies heightens these and other operational risks, and any failure by cloud or other technology service providers to adequately safeguard their systems and prevent cyber-attacks under the shared responsibility model could disrupt our operations and result in misappropriation, corruption or loss of confidential or trade secret information, personal data and/or personal/protected health information. For example, the loss of clinical trial data from completed or ongoing or planned clinical trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. In addition, there can be no assurance that we will promptly detect any such disruption or cybersecurity incident, if at all. To the extent that any disruption or cybersecurity incident were to result in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability and the commercialization of our approved product and the further development of our product candidates could be delayed or otherwise adversely impacted.

We have invested and continue to invest in security initiatives, information technology risk management, third party risk management, and disaster recovery. The development and maintenance of these measures is costly and requires ongoing monitoring and updating as efforts by threat actors to overcome security measures become increasingly more frequent, intense, and sophisticated. There can be no assurance that our efforts will prevent disruptions or cybersecurity incidents in our systems that could adversely affect our business and operations and/or result in the loss of critical or sensitive information, which could result in financial, legal, operational or reputational harm to us, loss of competitive advantage or loss of consumer confidence.

Our business is subject to complex and evolving U.S. federal and state, and foreign laws and regulations, imposing obligations on how we collect, use disclose, store and process personal data. We are also subject to information security policies and contractual obligations relating to privacy and data protection, including the use, processing, and cross-border transfer of personal data. The actual or perceived failure by us, or vendors to comply with these laws and regulations, policies and contractual obligations could harm our business and/or reputation, and subject us to significant fines and liability.

A growing body of increasingly stringent domestic and foreign laws and regulations governs the collection, use, disclosure, transfer and other processing of personal data, many of which differ from each other in significant ways and often are not preempted by HIPAA. Privacy laws in the United States are becoming increasingly complex and changing rapidly. California was the first U.S. state to enact a comprehensive privacy law, California Consumer Privacy Act, or the CCPA, which took effect on January 1, 2020. The CCPA requires covered companies to provide new disclosures to California residents and honor their requests to access, delete and opt-out of certain sharing of their personal data. The CCPA provides for civil penalties for violations and statutory damages for certain data breaches. The CCPA has also been substantially amended by a voter-approved ballot initiative called the California Privacy Rights Act, or the CPRA. The CPRA went into full effect on January 1, 2023, and, among other things, creates a new administrative agency to implement and enforce California’s privacy laws and extended rights to California-based employees. In addition to California, more U.S. states are enacting similar legislation, increasing compliance complexity and increasing risks of failure to comply. ~~In 2023, comprehensive privacy laws in Virginia, Colorado, Connecticut, and Utah all took effect, and laws in Montana, Oregon, and Texas will take effect in 2024.~~ While certain clinical trial activities are exempt from some state privacy law requirements, other personal data that we handle may be subject to these various laws, which may increase our compliance costs, exposure to regulatory enforcement action and other liabilities.

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Compliance with U.S. and international data protection laws and regulations could require us to take on more onerous obligations in our contracts, restrict our ability to collect, use and disclose data, or in some cases, impact our ability to operate in certain jurisdictions. Data protection laws and data protection worldwide is, and is likely to remain, uncertain for the foreseeable future. While we strive to comply with applicable data protection laws, external and internal privacy and security policies, and contractual data protection obligations to the extent possible, we may at times fail to do so. Moreover, despite our efforts, we may not be successful in achieving compliance if our personnel, collaborators, partners or vendors do not comply with applicable data protection laws, external and internal privacy and security policies, and contractual data protection obligations. Actual or perceived failure to comply with U.S. and international data protection laws could result in government enforcement actions (which could include civil or criminal penalties), private litigation or adverse publicity, penalties and other liabilities, claims for damages by affected individuals, and damage to our reputation, any of which could materially and negatively affect our operating results and business, financial condition, and growth prospects. Moreover, clinical trial subjects about whom we or our potential collaborators obtain information, as well as the providers who share this information with us, may contractually limit our ability to use and disclose the information. Claims that we have violated individual’s privacy rights, even if we are found not liable, could be expensive and time consuming to defend and could result in adverse publicity that could harm our business.

We are also subject to the terms of our external and internal privacy and security policies, representations, certifications, publications and frameworks, and contractual obligations to third parties related to privacy, information security and processing. Failure or a perceived failure to comply with these policies, or if these policies are, in whole or part, found or perceived to be inaccurate, incomplete, deceptive, unfair, or misrepresentative of our actual practices, could result in reputational harm; result in litigation; cause a material adverse impact to business operations or financial results; and otherwise result in other material harm to our business.

Public health threats could have a material impact on our business, financial condition and results of operations, including our commercial operations and sales, clinical trials and non-clinical studies.

The COVID-19 worldwide pandemic, which was recently declared no longer a public health emergency both globally and in the United States, presented substantial public health and economic challenges and affected our employees, customers, patients, physicians and other healthcare providers, communities and business operations, as well as the U.S. and global economies and financial markets. International and U.S. governmental authorities in impacted regions took multiple and diverse actions in an effort to slow the spread of COVID-19 and variants of the virus, including issuing varying forms of "stay-at-home" orders. Such measures taken by the governmental authorities to respond to any future epidemic or pandemic disease outbreaks could severely impact our ability to successfully commercialize CAPLYTA in the United States, disrupt the supply chain and the manufacture or shipment of drug substances and finished drug products for use in our clinical trials and research and non-clinical studies and, delay, limit or prevent our employees from continuing research and development activities, impede our clinical trial initiation and recruitment and the ability of patients to continue in clinical trials, including due to measures taken that may limit social interaction or prevent reopening of high-transmission settings, impede testing, monitoring, data collection and analysis and other related activities, any of which could delay our non-clinical studies and clinical trials and increase our development costs, and have a material adverse effect on our business, financial condition and results of operations. Any future epidemic or pandemic disease outbreak, including any resurgence of COVID-19, could also potentially further affect the operations of the FDA or other regulatory authorities, which could result in delays in meetings related to our planned clinical trials. Any future epidemic disease outbreak may have an adverse impact on global economic conditions which could have an adverse effect on our business and financial condition, including impairing our ability to raise capital when needed.

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Risks Related to Our Intellectual Property

Our ability to compete may be undermined if we do not adequately protect our proprietary rights.

Our commercial success depends on obtaining and maintaining proprietary rights to our products, product candidates and technologies and their uses, as well as successfully defending these rights against third-party challenges. We will only be able to protect our products and product candidates, proprietary technologies, and their uses from unauthorized use by third parties to the extent that valid and enforceable patents, or effectively protected trade secrets, cover them. We have patent rights under issued patents in many cases covering our lumateperone, ~~lenrispodun,~~ ITI-1284, ITI-~~333~~1500, ~~ITI-1020,~~lenrispodun and ITI-~~1500~~1020 development programs. Nonetheless, the issued patents and patent applications covering our primary technology programs remain subject to uncertainty and continuous monitoring and action by us due to a number of factors, including:

•we may not have been the first to make the inventions covered by our pending patent applications or issued patents;

•we may not have been the first to file patent applications for our products, product candidates or the technologies we rely upon;

•others may independently develop similar or alternative technologies or duplicate any of our technologies;

•our disclosures in patent applications may not be sufficient to meet the statutory requirements for patentability;

•any or all of our pending patent applications may not result in issued patents;

•we may not seek or obtain patent protection in all countries that will eventually provide a significant business opportunity;

•any patents issued to us or our collaborators may not provide a basis for commercially viable products, may not provide us with any competitive advantages or may be challenged by third parties;

•our proprietary technologies may not be patentable;

•others may design around our patent claims to produce competitive products which fall outside of the scope of our patents;

•others may identify prior art which could invalidate our patents; and

•changes to patent laws may limit the exclusivity rights of patent holders.

Even if we have or obtain patents covering our products, product candidates or technologies, we may still be barred from making, using and selling our products, product candidates or technologies because of the patent rights of others. Others have or may have filed, and in the future are likely to file, patent applications covering compounds, assays, genes, gene products and therapeutic products that are similar or identical to ours. There are many issued U.S. and foreign patents relating to genes, nucleic acids, polypeptides, chemical compounds or therapeutic products, and some of these may encompass reagents utilized in the identification of candidate drug compounds or compounds that we desire to commercialize. Numerous U.S. and foreign issued patents and pending patent applications owned by others exist in the area of CNS disorders and the other fields in which we are developing product candidates. These could materially affect our ability to develop our product candidates or sell our products. Because patent applications can take many years to issue, there may be currently pending applications, unknown to us, that may later result in issued patents that our products, product candidates or technologies may infringe. These patent applications may have priority over patent applications filed by us.

We regularly conduct searches to identify patents or patent applications that may prevent us from obtaining patent protection for our proprietary compounds or that could limit the rights we have claimed in our patents and patent applications. Disputes may arise regarding the ownership or inventorship of our inventions. It is difficult to determine how such disputes would be resolved. Others may challenge the validity, enforceability, scope and term of our patents. Additionally, any patent term extensions that we seek may not be granted on a timely basis, if at all. If our patents are found to be invalid, we will lose the ability to exclude others from making, using or selling the inventions claimed in our patents.

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Some of our academic institutional licensors, research collaborators and scientific advisors have rights to publish data and information to which we have rights. If we cannot maintain the confidentiality of our technology and other confidential information in connection with our collaborations, then our ability to receive patent protection or protect our proprietary information will be impaired. Additionally, any employee whose employment with us terminates, whether voluntarily by the employee or by us in connection with restructurings or otherwise, may seek future employment with our competitors. Although each of our employees is required to sign a confidentiality agreement with us at the time of hire, we cannot guarantee that the confidential nature of our proprietary information will be maintained in the course of such future employment. In addition, technology that we may license-in may become important to some aspects of our business. We generally will not control the patent prosecution, maintenance or enforcement of in-licensed technology.

In addition, generic drug companies have in the past and may in the future file abbreviated new drug applications, or ANDAs, with the FDA seeking approval to market generic versions of CAPLYTA, or any of our other product candidates that receive marketing approval, if any, before the expiration of the patents covering such products, which may trigger Hatch-Waxman litigation over the associated patent. For example, we have ~~received~~ongoing ~~notices~~litigation ofagainst ~~ANDA filings seeking approval to market~~ generic ~~versions of CAPLYTA and alleging that certain of our patents covering CAPLYTA are invalid and/or will not be infringed by such generic~~ drug ~~companies'~~manufacturers ~~manufacture,~~in ~~use~~the orU.S. ~~sale~~District ofCourt ~~the medicine~~ for ~~which~~ the ~~ANDA~~District ~~was~~of ~~submitted~~New Jersey. Refer to Item 3, Legal Proceedings. Similarly, another applicant may submit a 505(b)(2) NDA referencing the approved CAPLYTA marketing application, which would also trigger Hatch-Waxman litigation, depending upon the types of certifications made by the applicant for any of our listed patents. Settlements and related licensing agreements resulting from Hatch-Waxman litigation can be challenged and have the potential to generate additional litigation which can be costly. The success of such litigation depends on the strength of the patents covering our branded products and our ability to prove that the follow-on applicant's product would infringe one or more such patents. The outcome of such litigation is inherently uncertain and may result in potential loss of market exclusivity for any of our approved products, including CAPLYTA, which may have a significant financial impact on our product revenue. Furthermore, the Federal Trade Commission, or FTC, has brought successful lawsuits challenging Hatch-Waxman litigation settlements as anti-competitive, and such decisions have been upheld by federal circuit courts. If we engage in Hatch-Waxman litigation, we may also face an FTC challenge with respect to any settlement or proposed settlement related to such litigation, which may result in additional expense or penalty. The FTC also has more recently been questioning pharmaceutical company patent listings in the Orange Book and raising concerns about "improper" listings that may be intended to discourage competition by generic drug developers, and certain members of Congress have been investigating similar issues. Accordingly, there could be future changes to federal laws, regulations, or guidelines related to Hatch-Waxman requirements or procedures that could have a material adverse impact on all pharmaceutical innovators, including us.

CAPLYTA and future product candidates for which we obtain approval may face competition sooner than anticipated.

CAPLYTA and our future pharmaceutical products that gain marketing approval may face direct competition from generic and other follow-on drug products. In addition, CAPLYTA may face competition from generic products earlier or more aggressively than anticipated, depending upon how well it performs in the United States prescription drug market. Our ability to compete may also be affected in many cases by insurers or other third-party payers seeking to encourage the use of generic products.

The Hatch-Waxman Amendments to the FDCA authorized the FDA to approve generic drugs that are the same as drugs previously approved for marketing under the NDA provisions of the statute pursuant to ANDAs, and also created the Section 505(b)(2) NDA pathway. An ANDA relies on the pre-clinical and clinical testing conducted for a previously approved reference listed drug and must demonstrate to the FDA that the generic drug product is identical to the reference listed drug with respect to the active ingredients, the route of administration, the dosage form, and the strength of the drug and also that it is “bioequivalent” to the reference listed drug. In contrast, Section 505(b)(2) enables the applicant to rely, in part, on the FDA’s prior findings of safety and efficacy data for an existing product, or published literature, in support of its application. Section 505(b)(2) provides an alternate path to FDA approval for new or improved formulations or new uses of previously approved products; for example, a follow-on applicant may be seeking approval to market a previously approved drug for new indications or for a new patient population that would require new clinical data to demonstrate safety or effectiveness. Such products, if approved and depending upon the scope of the changes made to the reference drug, may also compete with CAPLYTA or any other product candidates from which we receive approval.

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The FDA is prohibited by statute from approving an ANDA or 505(b)(2) NDA when certain marketing or data exclusivity protections apply to the reference listed drug. If any such competitor or third party is able to demonstrate bioequivalence without infringing our patents, then this competitor or third party may then be able to gain approval of an ANDA and introduce a competing generic product onto the market. In addition, CAPLYTA iswas protected by new chemical entity (“NCE”) exclusivity that ~~expires~~expired on December 20, 2024. ~~Reduction~~Loss ~~or loss~~ of this period of marketing exclusivity could negatively affect our business, operating results and financial condition. ~~FDA is also blocked from approving any follow-on applications that rely on the CAPLYTA NDA until that NCE exclusivity ends.~~

Furthermore, bipartisan legislation called the Creating and Restoring Equal Access to Equivalent Samples Act (the “CREATES Act”) was signed into law in late 2019. The CREATES Act was intended to address concerns articulated by both the FDA and others in the industry that some brand manufacturers have improperly restricted the distribution of their products, including by invoking the existence of a REMS for certain products, to deny generic product developers access to samples of brand products. Because generic product developers need samples to conduct certain comparative testing required by the FDA, some have attributed the inability to timely obtain samples as a cause of delay in the entry of generic and other follow-on products. To remedy this concern, the CREATES Act established a private cause of action that permits a generic product developer to sue the brand manufacturer to compel it to furnish the necessary samples on “commercially reasonable, market-based terms.” Therefore, a generic developer may request samples of CAPLYTA, or our other product candidates that receive marketing approval, if any, in order to conduct comparative testing to support an ANDA for a generic version of our products, and if we refuse any such request, we may be subject to litigation under the CREATES Act. Although lawsuits have been filed under the CREATES Act since its enactment, those lawsuits have settled privately; therefore to date no federal court has reviewed or opined on the statutory language and there continues to be uncertainty regarding the scope and application of the law.

We cannot predict the interest of potential follow-on competitors or how quickly others may seek to come to market with competing products, whether approved as a direct ANDA competitor or as a Section 505(b)(2) NDA referencing CAPLYTA or one of our future product candidates. If the FDA approves generic versions of CAPLYTA in the future, should they be approved for commercial marketing, such competitive products may be able to immediately compete with us in each indication for which our product has received approval, which could negatively impact our future revenue, profitability and cash flows and substantially limit our ability to obtain a return on our investments.

Confidentiality agreements with employees and others may not adequately prevent disclosure of our trade secrets and other proprietary information and may not adequately protect our intellectual property, which could limit our ability to compete.

Because we operate in the highly technical field of drug discovery and development of small molecule drugs, we rely in part on trade secret protection in order to protect our proprietary technology and processes. However, trade secrets are difficult to protect. We enter into confidentiality and intellectual property assignment agreements with our corporate partners, employees, consultants, outside scientific collaborators, sponsored researchers, and other advisors. These agreements generally require that the other party keep confidential and not disclose to third parties any confidential information developed by the party or made known to the party by us during the course of the party’s relationship with us. These agreements also generally provide that inventions conceived by the party in the course of rendering services to us will be our exclusive property or in some cases, jointly-owned property. However, these agreements may not be honored and may not effectively assign intellectual property rights to us. Enforcing a claim that a party illegally obtained and is using our trade secrets is difficult, expensive and time consuming, and the outcome is unpredictable. In addition, courts outside the United States may be less willing to protect trade secrets. The failure to obtain or maintain trade secret protection could adversely affect our competitive position.

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A dispute concerning the infringement or misappropriation of our proprietary rights or the proprietary rights of others could be time consuming and costly, and an unfavorable outcome could harm our business.

There is significant litigation in our industry regarding patent and other intellectual property rights. While we are not currently subject to any pending intellectual property litigation beyond our ongoing ANDA litigation, and are not aware of any such threatened litigation, we may be exposed to future litigation by third parties based on claims that our products, product candidates, technologies or activities infringe the intellectual property rights of others. If our drug development or commercialization activities are found to infringe any such patents, we may have to pay significant damages or seek licenses to such patents. We may need to resort to litigation to enforce a patent issued to us, protect our trade secrets or determine the scope and validity of third-party proprietary rights. From time to time, we may hire scientific personnel formerly employed by other companies involved in one or more areas similar to the activities conducted by us. Either we or these individuals may be subject to allegations of trade secret misappropriation or other similar claims as a result of their prior affiliations. If we become involved in such litigation, it could consume a substantial portion of our managerial and financial resources, regardless of whether we win or lose. We also may not be able to afford the costs of litigation.

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The patent applications of pharmaceutical and biotechnology companies involve highly complex legal and factual questions, which, if determined adversely to us, could negatively impact our patent position.

The patent positions of pharmaceutical and biotechnology companies can be highly uncertain and involve complex legal and factual questions. The standards of the U.S. Patent and Trademark Office, or USPTO, are uncertain and could change in the future. Consequently, the issuance and scope of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated or circumvented. U.S. patents and patent applications may also be subject to interference proceedings, and U.S. patents may be subject to reexamination proceedings in the USPTO (and foreign patents may be subject to opposition or comparable proceedings in the corresponding foreign patent office), which proceedings could result in either loss of the patent or denial of the patent application or loss or reduction in the scope of one or more of the claims of the patent or patent application. Similarly, opposition or invalidity proceedings could result in loss of rights or reduction in the scope of one or more claims of a patent in foreign jurisdictions. In addition, such interference, reexamination and opposition proceedings may be costly. Accordingly, rights under any issued patents may not provide us with sufficient protection against competitive products or processes.

In addition, changes in or different interpretations of patent laws in the United States and foreign countries may permit others to use our discoveries or to develop and commercialize our technology, products and product candidates without providing any compensation to us or may limit the number of patents or claims we can obtain. In particular, there have been proposals to shorten the exclusivity periods available under U.S. patent law that, if adopted, could substantially harm our business. Our approved product and the product candidates that we are developing are protected by intellectual property rights, including patents and patent applications. For our approved product and any of our product candidates that become a marketable product, if any, we will rely on our exclusivity under patents to sell the compound and recoup our investments in the research and development of the compound. If the exclusivity period for patents is shortened, then our ability to generate revenues without competition will be reduced and our business could be materially adversely impacted. The laws of some countries do not protect intellectual property rights to the same extent as U.S. laws, and those countries may lack adequate rules and procedures for defending our intellectual property rights. For example, some countries, including many in Europe, do not grant patent claims directed to methods of treating humans and, in these countries, patent protection may not be available at all to protect our products or product candidates. In addition, U.S. patent laws may change, which could prevent or limit us from filing patent applications or patent claims to protect our products, product candidates and/or technologies or limit the exclusivity periods that are available to patent holders. For example, the Leahy-Smith America Invents Act, or the Leahy-Smith Act, was signed into law in 2011 and includes a number of significant changes to U.S. patent law. These include changes to transition from a “first-to-invent” system to a “first-to-file” system and to the way issued patents are challenged. These changes may favor larger and more established companies that have more resources to devote to patent application filing and prosecution. The USPTO has been in the process of implementing regulations and procedures to administer the Leahy-Smith Act, and many of the substantive changes to patent law associated with the Leahy-Smith Act may affect our ability to obtain, enforce or defend our patents. Accordingly, it is not clear what, if any, impact the Leahy-Smith Act will ultimately have on the cost of prosecuting our patent applications, our ability to obtain patents based on our discoveries and our ability to enforce or defend our issued patents.

If we fail to obtain and maintain patent protection and trade secret protection of our products, product candidates, proprietary technologies and their uses, we could lose our competitive advantage and competition we face would increase, reducing our potential revenues and adversely affecting our ability to attain or maintain profitability.

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We may not be able to protect our intellectual property and proprietary rights throughout the world, which could negatively impact our business.

Filing, prosecuting and defending patents relating to our products, product candidates and technologies in all countries throughout the world would be prohibitively expensive, and the laws of foreign countries may not protect our rights to the same extent as U.S. laws. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors or other third parties may use our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing products to territories where we have patent protection or licenses but enforcement is not as strong as that in the United States. These products may compete with our products, and our patents or other intellectual property rights may not be effective or sufficient to prevent them from competing.

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Many companies have encountered significant difficulties in protecting and defending intellectual property rights in foreign jurisdictions. The legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property protection, particularly those relating to biotechnology, which could make it difficult, costly or impossible for us to stop the infringement of our patents or marketing of competing products in violation of our intellectual property and proprietary rights generally. Proceedings to enforce our intellectual property and proprietary rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our patent applications at risk of not issuing and could provoke third parties to assert claims against us or any of our future licensors. We may not prevail in any lawsuits or other adversarial proceedings that we initiate, and the damages or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property and proprietary rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

Further, many countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition, many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent owner may have limited remedies, which could materially diminish the value of such patent. If we or any of our licensors are forced to grant a license to third parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition, results of operations and prospects may be adversely affected.

Risks Related to Our Industry

We are subject to stringent regulation in connection with the marketing of CAPLYTA and any other products derived from our product candidates, which could delay the development and commercialization of our products.

The pharmaceutical industry is subject to stringent regulation by the FDA and other regulatory agencies in the United States and by comparable authorities in other countries. Neither we nor our collaborators can market a pharmaceutical product in the United States until we or they have completed rigorous non-clinical testing and clinical trials and an extensive regulatory ~~clearance~~approval process implemented by the FDA. Satisfaction of regulatory requirements typically takes many years, depends upon the type, complexity and novelty of the product, and requires substantial resources. Even if regulatory approval is obtained, it may impose significant restrictions on the indicated uses, conditions for use, labeling, advertising, promotion, and/or marketing of such products, and requirements for post-approval studies, including additional research and development and clinical trials. For example, the label for CAPLYTA contains a “boxed” warning that elderly patients with dementia-related psychosis treated with antipsychotic drugs are at an increased risk of death and that CAPLYTA is not approved for the treatment of patients with dementia-related psychosis. These limitations may reduce the size of the market for the product or result in the incurrence of additional costs. Any delay or failure in obtaining required approvals could have a material adverse effect on our ability to generate revenues and continue our business.

Outside the United States, the ability to market a product is contingent upon receiving approval from the appropriate regulatory authorities. The requirements governing the conduct of clinical trials, marketing authorization, pricing, and reimbursement vary widely from country to country. Only after the appropriate regulatory authority is satisfied that adequate evidence of safety, quality, and efficacy has been presented will it grant a marketing authorization. Approval by the FDA does not automatically lead to approval by regulatory authorities outside the United States and, similarly, approval by regulatory authorities outside the United States will not automatically lead to FDA approval.

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Many of our competitors have greater resources and capital than us, putting us at a competitive disadvantage. If our competitors develop and market products that are more widely accepted in the marketplace than lumateperone or our other product candidates, they may negatively affect or eliminate our commercial opportunity.

Competition in the pharmaceutical and biotechnology industries is intense and increasing. We face competition from pharmaceutical and biotechnology companies, as well as numerous academic and research institutions and governmental agencies, both in the United States and abroad. Some of these competitors have products or are pursuing the development of drugs that target the same diseases and conditions that are the focus of our drug development programs.

For example, CAPLYTA for the treatment of schizophrenia and for the treatment of bipolar depression competes with, among other branded products, Fanapt®, marketed by Vanda Pharmaceuticals, Lybalvi®, marketed by Alkermes, Rexulti®, marketed by Otsuka Pharmaceutical, and Vraylar®, marketed by AbbVie. In addition, CAPLYTA competes and our product candidates, if approved, would compete with, among other generic antipsychotic products, aripiprazole, clozapine, haloperidol, lurasidone, olanzapine, paliperidone, quetiapine/XR and risperidone. 51

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For example, CAPLYTA for the treatment of schizophrenia and for the treatment of bipolar depression competes with, among other branded products, Vraylar®, marketed by AbbVie, Rexulti®, marketed by Otsuka Pharmaceutical, Lybalvi®, marketed by Alkermes, Fanapt®, marketed by Vanda Pharmaceuticals, and Cobenfy®, marketed by Bristol Myers Squibb. In addition, CAPLYTA competes and our product candidates, if approved, would compete with, among other generic antipsychotic products, aripiprazole, clozapine, haloperidol, lurasidone, olanzapine, paliperidone, quetiapine/XR and risperidone.

Many of our competitors and their collaborators have significantly greater experience than we do in the following:

•identifying and validating targets;

•screening compounds against targets;

•non-clinical studies and clinical trials of potential pharmaceutical products;

•obtaining FDA and other regulatory approvals; and

•commercializing pharmaceutical products.

In addition, many of our competitors and their collaborators have substantially greater capital and research and development resources, manufacturing, sales and marketing capabilities, and production facilities. Smaller companies also may prove to be significant competitors, particularly through proprietary research discoveries and collaboration arrangements with large pharmaceutical and established biotechnology companies. Many of our competitors have products that have been approved or are in advanced development and may develop superior technologies or methods to identify and validate drug targets and to discover novel small molecule drugs. Our competitors, either alone or with their collaborators, may succeed in developing drugs that are more effective, safer, more affordable, or more easily administered than ours, have fewer side effects than ours, and may achieve patent protection or commercialize drugs sooner than us. Our competitors may also develop alternative therapies that could further limit the market for any drugs that we may develop. Our failure to compete effectively could have a material adverse effect on our business.

Our business involves the use of hazardous materials, and we and our third party manufacturers and suppliers must comply with environmental, health and safety laws and regulations, which can be expensive and restrict how we do, or interrupt, our business. Any claims relating to improper handling, storage, or disposal of biological, hazardous, and radioactive materials used in our business could be costly and delay our research and development and commercial efforts.

Our business, including our research and development activities, involves the controlled use of potentially harmful hazardous materials, including volatile solvents, biological materials such as blood from patients that have the potential to transmit disease, and chemicals that cause cancer, ~~and various radioactive compounds,~~ which requires us and our third party manufacturers and suppliers to comply with environmental, health and safety laws and regulations. Our operations also produce hazardous waste products. We face increasing complexity in our product development as we adjust to new and upcoming requirements relating to the materials composition of many of our product candidates. We face the risk of contamination or injury from the use, storage, handling or disposal of these materials.

We are subject to federal, state, local, and foreign laws and regulations governing the use, storage, handling, and disposal of these materials and specified waste products. The cost of compliance with these laws and regulations could be significant, and current or future environmental regulations may impair our research, development, or production efforts. If one of our employees were accidentally injured from the use, storage, handling, or disposal of these materials, there is no assurance that the medical costs related to their treatment would be covered by our workers’ compensation insurance policy. ~~Accordingly,~~In in the event of contamination or injury, we could be subject to criminal sanctions or fines or be held liable for damages, our operating licenses could be revoked, and we could be required to suspend or modify our operations and our research and development efforts.

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We are subject, directly and indirectly, to federal, state and foreign healthcare laws and regulations, including healthcare fraud and abuse laws, false claims laws, physician payment transparency laws and health information privacy and security laws. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties.

Our operations are directly, and indirectly through our customers and third-party payers, subject to various U.S. federal and state healthcare laws and regulations, including, without limitation, the U.S. federal Anti-Kickback Statute, the U.S. federal False Claims Act, and physician sunshine laws and regulations. These laws may impact, among other things, our clinical research, sales, marketing, grants, charitable donations, and education programs and constrain the business or financial arrangements with healthcare providers, physicians, charitable foundations, and other parties that have the ability to directly or indirectly influence the prescribing, ordering, marketing, or distribution of our products for which we obtain marketing approval. In addition, we and any potential future collaborators, partners or service providers are subject to data privacy and security laws and regulations by both the U.S. federal government and the states in which we conduct our business as discussed more fully above. Finally, we may be subject to additional healthcare, statutory and regulatory requirements and enforcement by foreign regulatory authorities in jurisdictions in which we conduct our business. The laws that may affect our ability to operate include:

•the U.S. federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, offering, receiving or paying any remuneration (including any kickback, bribe, or certain rebates), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, either the referral of an individual, or the purchase, lease, order or recommendation of any good, facility, item or service, for which payment may be made, in whole or in part, under U.S. federal and state healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•the U.S. federal civil and criminal false claims laws, including the civil False Claims Act, which can be enforced through civil whistleblower or qui tam actions, and civil monetary penalties laws, which impose criminal and civil penalties on individuals or entities for, among other things, knowingly presenting, or causing to be presented, to the U.S. federal government, claims for payment or approval that are false or fraudulent or ~~from~~for knowingly making a false statement to avoid, decrease or conceal an obligation to pay money to the U.S. federal government. In addition, the government may assert that a claim including items and services resulting from a violation of the U.S. federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the False Claims Act;

•HIPAA, and its implementing regulations, and as amended again by the Final HIPAA Omnibus Rule, Modifications to the HIPAA Privacy, Security, Enforcement and Breach Notification Rules Under HITECH and the Genetic Information Nondiscrimination Act; Other Modifications to the HIPAA Rules, published in January 2013, which imposes criminal and civil liability for, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations, or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payer (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false statement, in connection with the delivery of, or payment for, healthcare benefits, items or services. Similar to the U.S. federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation;

•we are not directly subject to HIPAA, however, we could be subject to penalties, including criminal penalties if we knowingly obtain or disclose individually identifiable health information from a HIPAA-covered health care provider, or a research institution that has not complied with HIPAA’s requirements for disclosing such information. Furthermore, the number of government investigations related to data security incidents and privacy violations continue to increase and government investigations typically require significant resources and generate negative publicity, which could harm our business and our reputation;

•the FDCA, which prohibits, among other things, the adulteration or misbranding of drugs, biologics and medical devices;

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•the U.S. federal physician payment transparency requirements, sometimes referred to as the “Physician Payments Sunshine Act”, which was enacted as part of the ACA and its implementing regulations and requires certain manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program to report annually to CMS information related to certain payments and other transfers of value made to physicians ~~(as defined to include doctors of medicine~~, ~~dentists,~~certain ~~optometrists,~~advanced ~~podiatrists~~non-physician ~~and~~healthcare ~~chiropractors under such law)~~practitioners, and, teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members, which was expanded beginning in 2022, to require applicable manufacturers to report such information regarding its relationships with physician assistants, nurse practitioners, clinical nurse specialists, anesthesiologist assistants, certified registered nurse anesthetists and certified nurse midwives during the previous year; and

•analogous state and local laws and regulations, including: state anti-kickback and false claims laws, which may apply to our business practices, including but not limited to, research, distribution, sales and marketing arrangements and claims involving healthcare items or services reimbursed by any third-party payer, including private insurers; state laws that require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant compliance guidance promulgated by the U.S. federal government, or otherwise restrict payments that may be made to healthcare providers and other potential referral sources; state and local laws and regulations that require drug manufacturers to file reports relating to pricing and marketing information, which requires tracking gifts and other remuneration and items of value provided to healthcare professionals and entities and/or the registration of pharmaceutical sales representatives; and state laws governing the privacy and security of personal data and protected / personal health information in certain circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA.

Ensuring that our internal operations and future business arrangements with third parties comply with applicable healthcare laws and regulations could involve substantial costs. It is possible that governmental authorities will conclude that our business practices do not comply with current or future statutes, regulations or case law interpreting applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any of the laws described above or any other governmental laws and regulations that may apply to us, we may be subject to significant penalties, including civil, criminal and administrative penalties, damages, fines, exclusion from U.S. government-funded healthcare programs, such as Medicare and Medicaid, disgorgement, imprisonment, contractual damages, reputational harm, diminished profits, additional reporting requirements and/or oversight, and the curtailment or restructuring of our operations. Moreover, while we do not bill third-party payers directly and our customers make the ultimate decision on how to submit claims, from time-to-time, for CAPLYTA, and any other product candidates that may be approved, we may provide reimbursement guidance to patients and healthcare providers. If a government authority were to conclude that we provided improper advice and/or encouraged the submission of a false claim for reimbursement, we could face action against us by government authorities. If any of the physicians or other providers or entities with whom we expect to do business is found to be not in compliance with applicable laws, they may be subject to criminal, civil or administrative sanctions, including exclusions from government-funded healthcare programs and imprisonment. If any of the above occur, it could adversely affect our ability to operate our business and our results of operations. In addition, if we fail to comply with our reporting and payment obligations under the Medicaid Drug Rebate Program or other governmental pricing programs in the United States, we could be subject to additional reimbursement requirements, fines, sanctions and exposure under other laws which could have a material adverse effect on our business, results of operations and financial condition. In addition, the approval and commercialization of CAPLYTA, or any other product candidates that may be approved, outside of the United States will also likely subject us to foreign equivalents of the healthcare laws mentioned above, among other foreign laws.

If product liability lawsuits are brought against us, we may incur substantial liabilities and may be required to limit commercialization of ~~lumateperone~~CAPLYTA or any other product for which we obtain regulatory approval, or development or commercialization of our product candidates.

We face an inherent risk of product liability as a result of commercial sales of ~~lumateperone~~CAPLYTA in the United States and the clinical testing of our product candidates, and will face an even greater risk following commercial launch of ~~lumateperone~~CAPLYTA in additional jurisdictions, if approved, or if we engage in the clinical testing of new product candidates or commercialize any additional products.

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For example, we may be sued if ~~lumateperone~~CAPLYTA or any other product we develop allegedly causes injury or is found to be otherwise unsuitable for administration in humans. Any such product liability claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability or a breach of warranties. Claims could also be asserted under state consumer protection laws. If we cannot successfully defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit commercialization of our product candidates. Even successful defense would require significant financial and management resources. Regardless of the merits or eventual outcome, liability claims may result in:

•decreased demand for our products or product candidates that we may develop;

•injury to our reputation;

•withdrawal of clinical trial participants;

•initiation of investigations by regulators;

•costs to defend the related litigation;

•a diversion of management’s time and our resources;

•substantial monetary awards to trial participants or patients;

•product recalls, withdrawals or labeling, marketing or promotional restrictions;

•loss of revenue;

•exhaustion of any available insurance and our capital resources;

•the inability to commercialize our products or product candidates; and

•a decline in our stock price.

Although we currently have product liability insurance that covers our clinical trials and the commercialization of CAPLYTA for the treatment of schizophrenia and bipolar depression, we may need to increase and expand this coverage, including if lumateperone is approved for the adjunctive treatment of MDD or for the treatment of other indications beyond schizophrenia and bipolar depression or if other product candidates are approved for commercial sale. This insurance may be prohibitively expensive or may not fully cover our potential liabilities. Inability to obtain sufficient insurance coverage at an acceptable cost or otherwise to protect against potential product liability claims could prevent or inhibit the commercialization of products that we or our collaborators develop. If we determine that it is prudent to increase our product liability coverage, we may be unable to obtain such increased coverage on acceptable terms or at all. Our insurance policies also have various exclusions, and we may be subject to a product liability claim for which we have no coverage. Our liability could exceed our total assets if we do not prevail in a lawsuit from any injury caused by our drug products. Product liability claims could have a material adverse effect on our business and results of operations.

Unfavorable domestic or global economic conditions could adversely affect our business, financial condition, or results of operations.

Various macroeconomic factors could adversely affect our business and the results of our operations and financial condition, including changes in inflation, foreign currency, interest rates, tariffs and overall economic conditions and uncertainties, failures and instability in U.S. and international banking systems, downgrades of the U.S. credit rating, slower economic growth or recession, and other unfavorable changes resulting from the current and future conditions in the global financial markets. For instance, if inflation, tariffs or other factors were to significantly increase our business costs, it may not be feasible to pass price increases on to our customers due to the process by which healthcare providers are reimbursed for our product by the government. Interest rates, the liquidity of the credit markets and the volatility of the capital markets has and could continue to also affect the value of our investments and our ability to liquidate our investments in order to fund our operations. We purchase or enter into a variety of financial instruments and transactions, including high-grade corporate bonds and commercial paper. If any of the issuers or ~~counter~~counterparties ~~parties~~ to these instruments were to default on their obligations, it could materially reduce the value of the transaction and adversely affect our cash flows. Interest rates, tariffs and the ability to access credit markets could also adversely affect the ability of our customers and distributors to purchase, pay for and effectively distribute our products. Similarly, these macroeconomic factors could affect the ability of our suppliers and manufacturers to supply or manufacture our product.

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Risks Related to Owning Our Common Stock

Numerous factors could result in substantial market volatility in the trading price of our common stock.

The trading price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to meet our growth projections and expectations and to complete the Merger with Johnson & Johnson, operating results of other companies in the same industry, trading volume in our common stock, and other developments affecting our business and the business of others in our industry. During the year ended December 31, ~~2023~~2024, the price per share of our common stock on the Nasdaq Global Select Market has ranged from a high of $7493.1745 to a low of $4262.0178. We have several stockholders who hold substantial blocks of our stock. Sales of large numbers of shares by any of our large stockholders could adversely affect our trading price. If stockholders holding shares of our common stock sell, indicate an intention to sell, or if it is perceived that they will sell, substantial amounts of their common stock in the public market, the trading price of our common stock could decline.

In addition, the trading price of our common stock may be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond our control. These factors include:

•any failure or delay in completing the Merger;

•the success of our commercialization of CAPLYTA in the United States for the treatment of schizophrenia and bipolar depression;

•any failure or delay in the approval or commercialization of CAPLYTA for the adjunctive treatment of MDD;

•timing and announcement of regulatory developments, submissions and approvals or preliminary, interim or final results of clinical trials;

•actual or anticipated quarterly variation in our results of operations or the results of our competitors;

•announcements of medical innovations or new products or product candidates by our competitors;

•issuance of new or changed securities analysts’ reports or recommendations for our stock;

•developments or disputes concerning our intellectual property or other proprietary rights;

•commencement of, or our involvement in, litigation, including our ongoing ANDA litigation;

•market conditions in the biopharmaceutical industry;

•any future sales of our common stock or other securities in connection with raising additional capital or otherwise;

•possible acquisitions or business combinations and possible or perceived collaborations;

•any major change to the composition of our board of directors or management; and

•general market, economic, and political conditions and slow or negative growth of our markets, both domestically and globally.

The stock market in general, and market prices for the securities of biotechnology companies like ours in particular, are subject to extreme fluctuations and have from time to time experienced volatility that often has been unrelated to the operating performance of the underlying companies. These broad market and industry fluctuations have had a significant effect on the market price of securities issued by many companies for reasons related and unrelated to their operating performance and may adversely affect the market price of our common stock, regardless of our operating performance. In several recent situations where the market price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a securities class action lawsuit against us, such as the purported class action lawsuits brought against us and certain of our executive officers in May 2017, consolidated in July 2017 and voluntarily dismissed in November 2017, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and harm our operating results.

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Raising additional capital may cause dilution to existing stockholders, restrict our operations or require us to relinquish rights.

We may need to satisfy our future cash needs through public or private sales of our equity securities, sales of debt securities, the incurrence of debt from commercial lenders, strategic collaborations, licensing a portion or all of our products, product candidates and technology and, to a lesser extent, grant funding, although there can be no assurances such financing can be obtained. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends. If we raise additional funds through collaboration and licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies or grant licenses on terms that are not favorable to us.

We incur substantial costs and demands upon management as a result of complying with the laws and regulations affecting public companies, which could harm our operating results.

As a public company, we have incurred and will incur significant legal, accounting and other expenses, including costs associated with public company reporting requirements. We also have incurred and will incur costs associated with corporate governance requirements, including requirements under Section 404 and other provisions of the Sarbanes-Oxley Act, as well as rules implemented by the SEC or the Nasdaq Global Select Market or any other stock exchange or inter-dealer quotations system on which our common stock may be listed in the future. The expenses incurred by public companies for reporting and corporate governance purposes have increased dramatically in recent years.

If we fail to maintain proper and effective internal controls, our ability to produce accurate and timely financial statements could be impaired, which could harm our operating results, our ability to operate our business and investors’ views of us.

We are required to comply with Section 404 of the Sarbanes-Oxley Act. Section 404 of the Sarbanes-Oxley Act requires public companies to maintain effective internal control over financial reporting. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting. In addition, we are required to have our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting. Ensuring that we have adequate internal financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis is a costly and time-consuming effort that will need to be re-evaluated frequently. We currently outsource the internal audit function. We have hired and may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to establish an internal audit function. If we fail to maintain the effectiveness of our internal controls or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, this could have a material adverse effect on our business. We could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on the price of our common stock and we could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities, which would require additional financial and management resources. In addition, if our efforts to comply with new or changed laws, regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to practice, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Our ability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate financial statements. We expect that we will need to continue to improve existing, and implement new operational and financial systems, procedures and controls to manage our business effectively. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control over financial reporting is effective and to obtain an unqualified report on internal controls from our independent registered public accounting firm as required under Section 404 of the Sarbanes-Oxley Act. This, in turn, could have an adverse impact on trading prices for our common stock, and could adversely affect our ability to access the capital markets.

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If securities or industry analysts do not publish, or cease publishing, research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, our stock price and trading volume could decline.

The trading market for our common stock is and will be influenced by whether industry or securities analysts publish or continue to publish research and reports about us, our business, our market or our competitors and, to the extent analysts do publish such reports, what they publish in those reports. We may not continue to have or to obtain analyst coverage in the future. Any analysts that do cover us may make adverse recommendations regarding our stock, adversely change their recommendations from time to time, and/or provide more favorable relative recommendations about our competitors. If any analyst who covers us or may cover us in the future were to cease coverage of us or fail to regularly publish reports on us, or if analysts fail to cover us or publish reports about us at all, we could lose, ~~or never gain,~~ visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Provisions of the Delaware law, our restated certificate of incorporation and our restated bylaws may delay or prevent a takeover which may not be in the best interests of our stockholders.

The provisions of Delaware law and our restated certificate of incorporation and restated bylaws could discourage or make it more difficult to accomplish a proxy contest or other change in our management or the acquisition of control by a holder of a substantial amount of our voting stock. It is possible that these provisions could make it more difficult to accomplish, or could deter, transactions that stockholders may otherwise consider to be in their best interests or in our best interests. These provisions are intended to enhance the likelihood of continuity and stability in the composition of our board of directors and in the policies formulated by the board of directors and to discourage certain types of transactions that may involve an actual or threatened change of control of the Company. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage certain tactics that may be used in proxy fights. Such provisions also may have the effect of preventing changes in our management.

We do not anticipate paying cash dividends in the foreseeable future.

We currently intend to retain any future earnings for funding growth. We do not anticipate paying any cash dividends in the foreseeable future. As a result, you should not rely on an investment in our securities if you require dividend income. Capital appreciation, if any, of our shares may be your sole source of gain for the foreseeable future. Moreover, you may not be able to re-sell your shares at or above the price you paid for them.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “targets,” “likely,” “will,” “would,” “could,” “should,” “continue,” and similar expressions or phrases, or the negative of those expressions or phrases, are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Although we believe that we have a reasonable basis for each forward-looking statement contained in this report, we caution you that these statements are based on our projections of the future that are subject to known and unknown risks and uncertainties and other factors that may cause our actual results, level of activity, performance or achievements expressed or implied by these forward-looking statements, to differ. The description of our Business set forth in Item 1, the Risk Factors set forth in this Item 1A and our Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 7 as well as other sections in this report, discuss some of the factors that could contribute to these differences. These forward-looking statements include, among other things, statements about:

•the proposed transaction with Johnson & Johnson, including the likelihood of the satisfaction of the conditions to the completion of the transaction and whether and when the transaction will be consummated;

•the accuracy of our estimates regarding expenses, revenues, uses of cash, cash equivalents and investment securities, capital requirements and the need for additional financing;

•our expectations regarding our commercialization of CAPLYTA;

•the supply and availability of and demand for our product;

•our sales force expansion;

•the initiation, cost, timing, progress and results of our development activities, non-clinical studies and clinical trials;

•the timing of and our ability to obtain and maintain regulatory approval, or submit an application for regulatory approval, of lumateperone and our other existing product candidates, any product candidates that we may develop, and any related restrictions, limitations, and/or warnings in the label of any approved product candidates;

•our plans to research, develop and commercialize lumateperone and our other current and future product candidates;

•the election by any collaborator to pursue research, development and commercialization activities;

•our ability to obtain future reimbursement and/or milestone payments from our collaborators;

•our ability to attract collaborators with development, regulatory and commercialization expertise;

•our ability to obtain and maintain intellectual property protection for our product candidates, including through our litigation against the ANDA Filers;

•our ability to successfully commercialize lumateperone and our other product candidates;

•the size and growth of the markets for lumateperone and our other product candidates and our ability to serve those markets;

•the rate and degree of market acceptance of any current or future products;

•the success of competing drugs that are or become available;

•regulatory developments in the United States and other countries;

•the performance of our third-party suppliers and manufacturers and our ability to obtain alternative sources of raw materials;

•our ability to obtain additional financing;

•our use of the proceeds from our securities offerings;

•any restrictions on our ability to use our net operating loss carryforwards;

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•our exposure to investment risk, interest rate risk, inflation risk, capital market risk, foreign currency fluctuations, and geopolitical instability;

•disruptions resulting from the impact of public health pandemics or epidemics (including, for example, the COVID-19 pandemic), man-made or natural disasters, cybersecurity incidents or other causes; and

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•our ability to attract and retain key scientific, management, or sales and marketing personnel.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important cautionary statements in this report, particularly in the Risk Factors set forth in Item 1A of this Annual Report on Form 10-K, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this report and the documents that we reference in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this report are made as of the date of this report, and we do not assume, and specifically disclaim, any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 1B. UNRESOLVED STAFF COMMENTS

None.

Item 1C.

Cybersecurity Risk Management Strategy and Approach

Our cybersecurity policies, standards, practices and risk management strategy are based on recognized frameworks established by the National Institute of Standards and Technology (NIST) and other applicable industry standards. We currently utilize the NIST Cybersecurity Framework (CSF) to define and build master controls and processes. The NIST CSF presents leading practices and addresses many aspects of cybersecurity risk management. The CSF defines a comprehensive set of cyber security controls to manage risk and also defines an approach for the identification and remediation of risks to ensure our assets are hardened to resist potential attacks. Our assets are continually scanned for vulnerabilities and remediation measures are put in place to remediate them. We utilize the processes and procedures defined in the NIST Computer Security Incident Handling Guide to manage, contain, eradicate and recover from and improve our defenses, detection and remediation processes to help prevent future incidents. Additionally, we have implemented a governance model to oversee the creation and execution of our Cybersecurity Strategy embodied in our policies, standards, practices, incident response plans, risk management actions and improvement roadmap.

To identify and assess material risks from cybersecurity threats, we ~~maintain~~have aan active risk management program that identifies potential vulnerabilities, threats and assesses risk magnitude. This data informs our comprehensive cybersecurity program to ensure our systems are effective and prepared for information security risks, including regular oversight of our programs for security monitoring for internal and external threats to ensure the confidentiality and integrity of our information assets. We consider risks from cybersecurity threats alongside other company risks as part of our overall risk assessment process.

We use specific control measures and processes developed from the NIST CSF that may be technical, procedural, or human in nature and that are designed to protect availability, integrity and confidentiality of critical data and systems, maintain regulatory compliance, assess, identify and manage our material risks from cybersecurity threats, and protect against and respond to cybersecurity incidents. These controls and processes are reviewed periodically for effectiveness in light of the ever-changing threat environment as part of our active cybersecurity risk management process. That review includes an external assessment of control coverage and effectiveness. We undertake the following activities:

•monitor emerging data protection laws and implement changes to our processes that are designed to comply with such laws;

~~•through our policies, practices and contracts (as applicable), require employees, as well as third parties that provide services on our behalf, to treat confidential information and data with care;~~ 60

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•through our policies, practices and contracts (as applicable), require employees, as well as third parties that provide services on our behalf, to treat confidential information and data with care;

•employ technical safeguards that are designed to protect our information systems from cybersecurity threats, including hardening all devices to reduce attack surface as well as implement the following: encryption of data in flight and at risk, firewalls, managed detection and response systems, endpoint detection and response including anti-malware functionality and access controls including centralized entitlement and authentication management;

•provide regular, mandatory training for our employees and contractors regarding cybersecurity threats as a means to equip them with effective tools to identify and address cybersecurity threats, and to communicate our evolving information security policies, standards, processes and practices;

•conduct regular phishing email simulations for all employees and contractors with access to our email systems to enhance awareness and responsiveness to possible threats;

•conduct cybersecurity management and incident training for employees involved in our systems and processes that handle sensitive data;

•run tabletop exercises to simulate a response to a cybersecurity incident and use the findings to improve our processes and technologies;

•leverage the NIST incident handling framework to help us identify, protect, detect, respond, recover, and improve our process, actions and systems when there is an actual or potential cybersecurity incident;

•conduct regular vulnerability scans of our environment as a detective control to identify vulnerabilities arising out of improper configurations or unpatched software and systems;

•manage physical access to our facilities using integrated card swipe technology; and

•authorize and control logical system access to our critical systems utilizing Single Sign on and Multi Factor Authentication.

As part of our risk management processes, we periodically perform risk assessments across internal and third-party providers that proactively identify top cybersecurity risks and proactively manage those risks by remediating control limitations and vulnerabilities. These are prioritized for remediation using a risk impact analysis and will be mitigated in one of two ways. The first remediation approach is using cybersecurity roadmaps of actions that are part of our Information Security Management Program (ISMP). The second remediation approach is triggered if significant vulnerabilities are identified, or new threats emerge and these risks are remediated immediately. We regularly engage with consultants, auditors and other third parties to assist with assessments and remediation, including having a third-party independent qualified expert assessor review our cybersecurity program to help identify areas for continued focus, improvement and compliance. We actively engage with industry groups for peer benchmarking purposes and to stay current on best practices.

We employ a range of tools and services to test our controls and program effectiveness, including external evaluations, annual penetration tests, ongoing vulnerability scanning, regular network and endpoint monitoring, audits, threat modeling, tabletop exercises, and engaging experts to attempt to infiltrate our information systems. The ISMP documents our approach to risk governance and the totality of our defense and response capabilities as well as the in year and out year improvement roadmaps. Any risks that cannot be remediated are examined to ensure insurance and other risk transfer mechanisms can be leveraged to remediate those risks.

Our processes also address cybersecurity risks associated with our use of third-party service providers, including our clinical research organizations, suppliers and manufacturers or those who have access to data or our systems. In addition, cybersecurity considerations affect the selection and oversight of our third-party service providers that process controlled and/or classified data as part of our procurement process. Additionally, we generally require those third parties that could introduce significant cybersecurity risk to us to agree by contract to manage their cybersecurity risks in specified ways, and to agree to be subject to cybersecurity audits, which we conduct as appropriate.

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The Company maintains a Security Awareness and Training Program that includes training to reinforce the Company’s Cybersecurity policies, standards, and practices which engages personnel with training on how to identify potential cybersecurity risks, protect company resources and information, phishing and other tests. Those users who fail the tests are required to take remedial training. Training is mandatory for all employees and contingent workers who have access to our electronic systems. Finally, our Privacy Program requires all employees to take periodic awareness training on data privacy.

We have experienced ~~continual~~ attempts by cyber criminals to gain access to our systems for the purposes of monetary gain. To the best of our knowledge, in the last three years, we have not experienced any material cybersecurity incidents ~~and no events have resulted in a threat actor being able to take control of any of our data or information technology assets~~.

To efficiently and effectively plan for and manage cybersecurity incidents and privacy events, we have developed Incident Response Policy, Procedures and Play Books that memorialize appropriate actions and procedures as well as template communications for various incident types and severity. Our Incident Response Policy, Procedures and Play Books coordinate the activities we take to prepare for, detect, respond to, and recover and improve following cybersecurity incidents, which include processes to identify, investigate, triage, assess severity for, escalate, contain, and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate damage to our business and reputation.

Cybersecurity Governance and Management

Cybersecurity is an important part of our risk management processes and an area of focus for our board of directors and management. In general, our board of directors oversees risk management activities designed and implemented by our management, and considers specific risks, including, for example, risks associated with our strategic plan, business operations, and capital structure. Our board of directors executes its oversight responsibility for risk management both directly and through delegating oversight of certain of these risks to its committees, and our board of directors has authorized our audit committee to oversee risks from cybersecurity threats.

AtOur ~~least~~board ~~semi-annually,~~of directors and our ~~board~~audit ofcommittee ~~directors~~periodically ~~receives~~receive an update from management of our cybersecurity threat risk management and strategy processes covering topics such as data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, our incident response plan, and material cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to such risks. In such sessions, our board of directors generally receives materials discussing current and emerging material cybersecurity threat risks, and describing our ability to mitigate those risks, as well as recent developments, evolving standards, technological developments and information security considerations arising with respect to our peers and third parties, and discusses such matters with our Chief Information Officer. Our audit committee also will receive prompt and timely information regarding any cybersecurity incident that meets ~~establishing~~established reporting thresholds, as well as ongoing updates regarding any such incident until it has been addressed.

Members of our board of directors are also encouraged to regularly engage in conversations with management on cybersecurity-related news events and discuss any updates to our cybersecurity risk management and strategy programs. Material cybersecurity ~~threat~~ risks are also considered during separate board meeting discussions of important matters like enterprise risk management, operational budgeting, ~~business continuity planning, mergers~~ and ~~acquisitions, brand management, and~~ other relevant matters.

We also have a cybersecurity steering committee responsible for assisting with our overall day-to-day cybersecurity responsibilities and implementing our cybersecurity programs. The members of our cybersecurity steering committee include a cross-functional team and is chaired by our Chief Information Officer.

Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by a team of senior level management, including our ~~President,~~ Chief ~~Executive~~Financial Officer, ~~and~~Chief ~~Chairman~~Commercial ~~of the Board~~Officer, ~~Senior Vice President of Finance and~~ Chief ~~Financial~~Medical Officer, ~~Executive~~Chief ~~Vice~~Information ~~President~~Officer, General Counsel ~~and Secretary~~, and Chief ~~Information~~Compliance Officer, among others. Such individuals collectively have significant prior work experience in various roles involving managing information security, developing cybersecurity strategy, implementing effective information and cybersecurity programs, as well as several relevant degrees and certifications.

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A qualified individual with over 35 years of cyber, IT security and risk management experience who holds both a Certified Information Security Professional (CISSP) and Certified Cloud Security Professional (CCSP) accreditations has been engaged to advise the CIO and build out our Cybersecurity Governance Model and the ISMP.

These management team members are informed about and monitor the prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management and strategy processes described above, including the operation of our Incident Response Policy, Procedures and Play Books. As discussed above, these management team members report to the audit committee of our board of directors about cybersecurity risks, among other cybersecurity related matters, on a semiannual basis. 62

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Item 2. PROPERTIES

Our headquarters are located at ~~430~~135 ~~East~~Route ~~29th Street~~202/206, ~~New~~Suite ~~York~~6, ~~New~~Bedminster, ~~York~~NJ ~~10016~~07921, where we occupy approximately 3227,~~000~~700 square feet of ~~useable~~ office ~~and laboratory~~ space. The term of the lease, ~~as amended,~~ expires in ~~March~~January ~~2029~~2030. We also lease approximately 32,000 square feet of office and laboratory space in New York, New York as well as 4,000 square feet of office space in Towson, Maryland. The term of ~~this~~these ~~lease~~leases expires in March 2029 and August 2026, respectively. In addition, we sublease to a third party approximately 6,400 square feet of the office space that we lease in New York, New York described above under a sublease that expires in March 2026, subject to extension.

Item 3. LEGAL PROCEEDINGS

In February 2024, ~~the~~we ~~Company~~ received notices from Alkem Laboratories Ltd., Aurobindo Pharma USA, Inc. and Aurobindo Pharma Ltd., Dr. Reddy'’s Laboratories Inc. (on behalf of Dr. Reddy'’s Laboratories Ltd.), MSN Laboratories Private Ltd., Sandoz Inc., Hetero USA, Inc. (the U.S. Regulatory Agent for Hetero Labs Limited Unit - V, a division of Hetero Labs Limited) and Zydus Pharmaceuticals (USA), Inc., ~~each~~which anwe refer to as ANDA ~~Filer~~Filers, that each company had filed an abbreviated new drug application, or ANDA, with the FDA seeking approval of generic version of CAPLYTA. The ANDAs each contained Paragraph IV Patent Certifications alleging that certain of our patents covering CAPLYTA are invalid and/or will not be infringed by each ANDA Filer’s manufacture, use or sale of the medicine for which the ANDA was submitted. ~~The Company is currently reviewing the notices from ANDA Filers and intends to vigorously defend and enforce its intellectual property rights.~~

Under the Federal Food, Drug, and Cosmetic Act, as amended by the Drug Price Competition and Patent Term Restoration Act of 1984, or the FDCA, we had 45 days from receipt of the notice letters to commence patent infringement lawsuits against these generic drug manufacturers in a federal district court to trigger a stay precluding the FDA’s approval of any ANDA from being effective any earlier than 7.5 years from the date of approval of the CAPLYTA new drug application or entry of judgment holding the patents invalid, unenforceable, or not infringed, whichever occurs first. After conducting the necessary due diligence, and within the 45 day period required under the FDCA, we filed lawsuits on March 27, 2024 and March 28, 2024 in the U.S. District Court for the District of New Jersey against each of the seven generic drug manufacturers who notified us of their ANDA filings. Our lawsuits seek a declaratory judgment that our patents have been infringed by the respective ANDA Filer, an order that any FDA approval of the ANDA Filer’s product be not earlier than the date of the expiration of our applicable patents, injunctions against the commercialization of the ANDA Filer’s product prior to such expiration date, and an award for attorneys’ fees, costs and expenses. In the ANDA Filers’ respective answers to our complaints filed in May, June and July 2024, five of the ANDA Filers asserted counterclaims against us seeking a declaratory judgment of noninfringement and invalidity of our patents.

On July 16, 2024, the U.S. District Court for the District of New Jersey issued an order consolidating the cases described above for all pretrial purposes. A scheduling conference for the consolidated cases was held on July 29, 2024. On August 8, 2024, the U.S. District Court for the District of New Jersey issued a scheduling order that set the date for the bench trial to begin on October 27, 2026.

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In July and August 2024, we received additional notices from each of (i) Dr. Reddy’s Laboratories Inc. and Dr. Reddy’s Laboratories Ltd., and (ii) Alkem Laboratories Ltd., respectively, each of which is an ANDA Filer, that such ANDA Filer had filed an additional Paragraph IV Patent Certification alleging that an additional patent covering CAPLYTA is invalid and/or will not be infringed by such ANDA Filer’s manufacture, use or sale of the medicine for which the ANDA was submitted. On August 29, 2024, we filed additional lawsuits in the U.S. District Court for the District of New Jersey against each of the seven ANDA Filers with respect to two additional patents covering CAPLYTA (including the patent referenced in the July and August ANDA Filer notices) seeking a declaratory judgment that our patents have been infringed by the respective ANDA Filer, an order that any FDA approval of the ANDA Filer’s product be not earlier than the date of expiration of our applicable patents, injunctions against the commercialization of the ANDA Filer’s product prior to such expiration date, and an award for attorneys’ fees, costs and expenses. In the ANDA Filers’ respective answers to these complaints filed up to the date of this report, six of the ANDA Filers asserted counterclaims against us seeking a declaratory judgment of noninfringement and invalidity of our patents. On October 15, 2024, the U.S. District Court for the District of New Jersey issued an order consolidating these additional cases with the consolidated case described above for all pretrial purposes.

On November 1, 2024, we filed additional lawsuits in the U.S. District Court for the District of New Jersey against each of the seven ANDA Filers with respect to three additional patents covering CAPLYTA seeking a declaratory judgment that our patents have been infringed by the respective ANDA Filer, an order that any FDA approval of the ANDA Filer’s product be not earlier than the date of expiration of our applicable patents, injunctions against the commercialization of the ANDA Filer’s product prior to such expiration date, and an award for attorneys’ fees, costs and expenses. On January 10, 2025, the U.S. District Court for the District of New Jersey issued an order consolidating these additional cases with the consolidated case described above for all pretrial purposes. On January 14, 2025, we received the ANDA Filers’ Answers to these complaints.

Between December 2024 and February 2025, we received notice letters from Aurobindo, Alkem, Dr. Reddy’s Laboratories, and Zydus. These notice letters informed us that these ANDA Filers had each separately amended their ANDAs to contain additional Paragraph IV Patent Certifications alleging that certain of our patents covering CAPLYTA are invalid and/or will not be infringed by that ANDA Filer’s manufacture, use or sale of the medicine for which the ANDA was submitted. The notice letters from Aurobindo, Alkem, and Dr. Reddy’s Laboratories provided notice regarding patents that we had already asserted against these ANDA Filers in pending litigation in the U.S. District Court for the District of New Jersey. On January 31, 2025, we filed an additional lawsuit in the U.S. District Court for the District of New Jersey against Zydus with respect to four additional patents covering CAPLYTA seeking a declaratory judgment that our patents have been infringed by Zydus, an order that any FDA approval of Zydus’s product be not earlier than the date of expiration of our applicable patents, injunctions against the commercialization of Zydus’s product prior to such expiration date, and an award for attorneys’ fees, costs and expenses.

On January 8, 2025, we entered into a settlement agreement resolving the patent litigation against one of the ANDA Filers, Sandoz Inc., or Sandoz. As a result of this settlement agreement, we granted Sandoz the right to sell generic versions of CAPLYTA in the United States beginning July 1, 2040, or earlier under certain circumstances. As required by law, we submitted the agreement to the U.S. Federal Trade Commission and the U.S. Department of Justice. The patent litigation that we brought against the other ANDA Filers remains pending in the U.S. District Court for the District of New Jersey.

From time to time, we may become subject to other legal proceedings or claims arising in the ordinary course of our business. We currently believe that none of the claims or actions pending against us is likely to have, individually or in the aggregate, a material adverse effect on our business, financial condition or results of operations. Given the unpredictability inherent in litigation, however, we cannot predict the outcome of these matters.

Item 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is traded on the Nasdaq Global Select Market under the symbol “ITCI.”

Stockholders

As of February 2019, ~~2024~~2025, we had 96106,~~807~~327,~~191~~952 outstanding shares of common stock and no outstanding shares of preferred stock. As of February 2019, ~~2024~~2025, there were approximately 73 holders of record of our outstanding shares of common stock.

Dividends

We have never declared or paid cash dividends on our common stock. We currently intend to retain all of our future earnings to finance the growth and development of our business, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Unregistered Sales of Securities

Not applicable.

Issuer Purchases of Equity Securities

Not applicable.

Item 6. [RESERVED]

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion of the financial condition and results of our operations should be read in conjunction with the financial statements and the notes to those statements appearing elsewhere in this Annual Report on Form 10-K. This section of this Annual Report on Form 10-K generally discusses the fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023 items and year to year comparisons between the fiscal years ended December 31, ~~2023~~2024 and ~~2022~~2023. The discussion around results of operations for the fiscal year ended December 31, ~~2021~~2022 and a comparison of our results for the fiscal years ended December 31, ~~2022~~2023 and ~~2021~~2022 is included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for fiscal year ended December 31, ~~2022~~2023, filed with the SEC on ~~March~~February 122, ~~2023~~2024. Some of the information contained in this discussion and analysis or set forth elsewhere in this report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. You should read the Risk Factors set forth in Item 1A of this Annual Report on Form 10-K for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

~~Lumateperone~~On isJanuary in10, ~~Phase~~2025, 3we ~~clinical~~entered ~~development~~into as a ~~novel~~definitive ~~treatment~~agreement ~~for~~with ~~major~~Johnson ~~depressive~~& ~~disorder,~~Johnson orpursuant ~~MDD.~~to ~~Clinical~~which ~~conduct~~Johnson in& ~~Study~~Johnson ~~501,~~has ~~Study~~agreed ~~502,~~to ~~and~~acquire ~~Study~~the ~~505,~~Company ~~global~~for ~~Phase~~$132 3per ~~clinical~~share ~~trials~~in ~~evaluating~~cash, ~~lumateperone~~for 42a mgtotal asequity anvalue ~~adjunctive~~of ~~therapy~~approximately to$14.6 ~~antidepressants~~billion, ~~for~~on the ~~treatment~~terms ofand ~~MDD,~~subject isto ~~ongoing.~~the ~~Study~~conditions ~~505~~set isforth ~~intended~~therein. toThe ~~serve~~transaction asis aexpected ~~potential~~to ~~additional~~close ~~registration~~this ~~trial~~year, insubject ~~support~~to ofcustomary aclosing ~~supplemental New Drug Application~~conditions, orincluding ~~sNDA, for~~ approval of ~~lumateperone~~our asstockholders anand ~~adjunctive~~receipt ~~therapy to antidepressants for the treatment~~ of ~~MDD,~~required ifregulatory ~~needed~~approvals. ~~This~~See isPart aI, ~~common~~Item ~~strategy~~1A, ~~employed~~“Risk inFactors,” ~~mood~~“–Agreement ~~disorder~~and ~~development~~Plan ~~programs.~~of WeMerger ~~expect~~with toJohnson ~~announce~~& ~~topline~~Johnson” ~~results~~in ~~from~~this ~~Study~~Part ~~501~~II, inItem ~~April~~7, ~~2024~~“Management's Discussion and ~~Study~~Analysis ~~502~~of ~~late~~Financial inCondition ~~the~~and ~~second~~Results ~~quarter~~ of ~~2024~~Operations,” and, ~~subject~~Note to1 ~~the results~~ of ~~these~~the ~~studies,~~Notes ~~we expect~~ to ~~file~~Consolidated anFinancial ~~sNDA~~Statements ~~with~~included ~~the~~in ~~FDA~~this ~~for~~Annual ~~approval~~Report ofon ~~lumateperone~~Form as10-K ~~an adjunctive therapy to antidepressants~~ for ~~the~~additional ~~treatment~~information ofregarding ~~MDD in~~ the ~~second half of 2024~~transaction.

61Commercial Product

In December 2019, CAPLYTA® (lumateperone) was approved by the FDA, for the treatment of schizophrenia in adults (42 mg/day) and we initiated the commercial launch of CAPLYTA in March 2020. In December 2021, CAPLYTA was approved by the FDA for the treatment of bipolar depression in adults (42 mg/day). We initiated the commercial launch of CAPLYTA for the treatment of bipolar depression in December 2021. Additionally, in April 2022, the FDA approved two additional dosage strengths of CAPLYTA, 10.5 mg and 21 mg capsules, to provide dosage recommendations for patients concomitantly taking strong or moderate CYP3A4 inhibitors, and 21 mg capsules for patients with moderate or severe hepatic impairment (Child-Pugh class B or C). We initiated the commercial launch of these special population doses in August 2022. As used in this report, “CAPLYTA” refers to lumateperone approved by the FDA for the treatment of schizophrenia in adults and for the treatment of bipolar depression in adults, and “lumateperone” refers to, where applicable, CAPLYTA as well as lumateperone for the treatment of indications beyond schizophrenia and bipolar depression.

Clinical and Nonclinical Development Programs

Lumateperone Program

Lumateperone is in development as a novel treatment for MDD. In April 2024 and June 2024, we announced positive topline results from two Phase 3 global, double-blind, placebo-controlled clinical trials, Study 501 and Study 502, respectively, evaluating lumateperone 42 mg as an adjunctive therapy to antidepressants for the treatment of MDD. In December 2024, we announced that we submitted a supplemental new drug application, or sNDA, to the FDA for potential regulatory approval of lumateperone for MDD in adults, as adjunctive therapy to antidepressants. In the first quarter of 2025, the FDA accepted the sNDA for review.

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In ~~the~~March ~~first quarter of 2020~~2023, ~~as part of our lumateperone bipolar depression clinical program,~~ we ~~initiated~~announced ~~our~~positive ~~third~~topline ~~monotherapy~~results ~~Phase~~from ~~3 study,~~ Study 403, evaluating ~~lumateperone as monotherapy in the treatment of~~ major depressive episodes ~~associated~~ with bipolar I or bipolar II disorder. Following the positive results in our adjunctive study that was part of our bipolar depression clinical program, Study 402, we amended Study 403 to evaluate major depressive episodes with mixed features in bipolar disorder in patients with bipolar I or bipolar II disorder and mixed features in patients with MDD. InWe ~~March~~also ~~2023,~~completed ~~we announced positive topline results from~~ Study 403 as lumateperone 42 mg given once daily met the primary endpoint in the study by demonstrating a statistically significant and clinically meaningful reduction in the Montgomery-Asberg Depression Rating Scale (MADRS) total score compared to placebo at Week 6 in the combined patient population of MDD with mixed features and bipolar depression with mixed features (5.7 point reduction vs. placebo; p<0.0001; Cohen’s d effect size (ES) of 0.64). Robust results were also seen in the individual patient population of MDD with mixed features (5.9 point reduction vs. placebo; p<0.0001; ES= 0.67)304, ~~and~~evaluating ~~in the individual patient population of bipolar depression with mixed features (5.7 point reduction vs. placebo; p<0.0001; ES= 0.64). Additionally,~~ lumateperone 42for ~~mg met~~ the ~~key~~prevention ~~secondary endpoint in the study by demonstrating a statistically significant and clinically meaningful reduction in the clinician’s assessment~~ of ~~improvement~~relapse in ~~the~~patients ~~overall severity on the Global Impression of Severity Scale (CGI-S) score compared to placebo at Week 6 in the combined patient population of MDD~~ with ~~mixed~~schizophrenia ~~features~~ and ~~bipolar~~announced ~~depression~~topline ~~with~~results ~~mixed features (p<0.0001; ES= 0.59) and~~ in ~~the~~November ~~individual patient population of MDD with mixed features (p=0~~2024.~~0003; ES= 0.57), as well as the individual patient population of bipolar depression with mixed features (p<0.0001; ES=0.61).~~

WeWithin ~~also~~the ~~have~~lumateperone ~~an ongoing study~~portfolio, ~~Study~~we ~~304,~~are ~~evaluating~~conducting ~~lumateperone~~studies ~~for~~with ~~the~~pediatric ~~prevention of relapse in~~ patients ~~with schizophrenia. The study is being conducted~~ in ~~five phases consisting of a screening phase; a 6-week~~schizophrenia, ~~open-label~~bipolar ~~run-in~~disorder ~~phase~~and ~~during~~irritability ~~which~~associated ~~all~~with ~~patients~~autism ~~will~~spectrum ~~receive~~disorder. 42Our ~~mg of~~ lumateperone ~~per~~pediatric ~~day;~~program includes a 12double-~~week~~blind, ~~open~~placebo-~~label~~controlled ~~stabilization~~study ~~phase~~in ~~during~~bipolar ~~which~~depression ~~all~~and ~~patients~~two ~~will receive 42 mg of lumateperone per day; a~~ double-blind ~~treatment phase~~, 26placebo-controlled ~~weeks~~studies in ~~duration,~~irritability ~~during~~associated ~~which~~with ~~patients~~autism ~~receive~~spectrum ~~either~~disorder. 42Additionally, mgthe ofprogram ~~lumateperone~~includes ~~per~~an ~~day or placebo (1:1 ratio); and a 2~~open-~~week~~label safety ~~follow-up phase. This~~ study ~~is being conducted~~ in ~~accordance~~schizophrenia ~~with~~and ~~our~~bipolar ~~post~~disorder. ~~approval~~Patient ~~marketing~~enrollment ~~commitment to the FDA~~ in ~~connection~~these ~~with~~four ~~the~~studies ~~approval of CAPLYTA for the treatment of schizophrenia as~~ is ~~typical for antipsychotics~~ongoing.

~~Within~~In ~~the lumateperone portfolio~~addition, ~~we have conducted or are~~ in the ~~process~~second quarter of ~~conducting studies with pediatric patients in schizophrenia~~2024, ~~bipolar disorder and irritability associated with autism spectrum disorder. In addition,~~ we ~~are~~initiated ~~developing~~two ~~a long-acting injectable, or LAI, formulation to provide more treatment options to patients suffering from mental illness. We have conducted a~~ Phase 13 ~~single~~studies ~~ascending~~evaluating ~~dose~~lumateperone ~~study~~for ~~with an LAI formulation. This study evaluated~~ the ~~pharmacokinetics,~~acute ~~safety~~treatment ~~and tolerability~~ of amanic ~~lumateperone~~or ~~LAI~~mixed inepisodes ~~patients~~associated with ~~stable~~bipolar ~~symptoms~~I ofdisorder ~~schizophrenia~~(bipolar ~~and~~mania). ~~was~~Our ~~generally~~adult ~~safe~~bipolar ~~and~~mania ~~well-tolerated.~~program Weis ~~are~~the ~~evaluating~~result ~~several additional formulations~~ of aan ~~lumateperone~~agreement ~~LAI~~ with ~~treatment durations of one month and longer. We have completed all non-clinical studies to support~~ the ~~initiation~~FDA ofin aconnection ~~Phase 1 study~~ with ~~four~~our ~~additional~~lumateperone ~~formulations~~pediatric ofexclusivity ~~our LAI~~program. WeThis ~~expect~~agreement toprovides ~~commence~~that ~~clinical~~pharmacokinetic ~~conduct~~obligations in ~~this~~adolescents ~~study in the first half of 2024. Given the encouraging efficacy~~ and ~~favorable~~children, ~~safety~~together ~~profile to date~~ with ~~oral~~bipolar ~~lumateperone,~~mania westudies ~~believe that an LAI option,~~ in ~~particular~~adults, ~~may~~would ~~lend~~be ~~itself~~sufficient to ~~being~~satisfy anour ~~important~~obligations ~~formulation~~with ~~choice~~respect ~~for~~to ~~certain~~obtaining ~~patients~~pediatric exclusivity.

WeIn ~~are developing ITI-1284-ODT-SL for the treatment of generalized anxiety disorder~~addition, ~~the~~we ~~treatment~~are ofdeveloping ~~agitation~~a inlong-acting ~~patients with dementia~~injectable, ~~and~~or ~~the treatment of dementia-related psychosis. ITI-1284-ODT-SL is a deuterated form of lumateperone~~LAI, aformulation ~~new~~to ~~molecular~~provide ~~entity~~more ~~formulated~~treatment asoptions anto ~~oral~~patients ~~disintegrating~~suffering ~~tablet~~from ~~for~~mental ~~sublingual administration~~illness. ~~ITI-1284-ODT-SL~~ isWe ~~formulated as an oral solid dosage form that dissolves almost instantly when placed under the tongue, allowing for ease of use in the elderly and may be particularly beneficial for patients who~~ have ~~difficulty~~conducted ~~swallowing~~a ~~conventional tablets.~~ Phase 1 single ~~and multiple~~ ascending dose ~~studies~~study inwith ~~healthy~~an ~~volunteers~~LAI ~~and~~formulation. ~~healthy~~This ~~elderly~~study ~~volunteers (> than 65 years of age)~~ evaluated the ~~safety~~pharmacokinetics, ~~tolerability~~safety and ~~pharmacokinetics~~tolerability of ~~ITI-1284-ODT-SL.~~a Inlumateperone ~~these~~LAI ~~studies, there were no reported serious adverse events~~ in ~~either~~patients ~~age group. In the elderly cohort, reported adverse events were infrequent~~ with ~~the~~stable ~~most~~symptoms ~~common~~of ~~adverse~~schizophrenia ~~event~~and ~~being~~was ~~transient~~generally ~~dry~~safe ~~mouth~~and ~~(mild)~~well-tolerated. ~~Based~~We onare ~~these~~evaluating ~~results,~~several weadditional ~~have~~formulations ~~initiated~~of ~~Phase~~a 2lumateperone ~~programs~~LAI ~~evaluating~~with ~~ITI-1284-ODT-SL for the~~ treatment durations of ~~generalized~~one ~~anxiety~~month ~~disorder~~and longer, ~~psychosis~~and inclinical ~~Alzheimer's~~conduct ~~disease~~is ~~and~~ongoing ~~agitation~~ in ~~patients~~a ~~with~~Phase ~~Alzheimer’s~~1 ~~disease.~~study ~~The~~with ~~FDA~~additional ~~has~~formulations ~~informed us that they do not believe the deuterated and undeuterated forms~~ of ~~lumateperone~~our ~~are identical~~LAI. AsGiven ~~a result,~~ the ~~non-clinical~~encouraging ~~data~~efficacy ~~from~~and ~~lumateperone~~favorable ~~may~~safety ~~not~~profile beto ~~broadly~~date ~~applied~~with tooral ~~ITI-1284-ODT-SL~~lumateperone, ~~and~~ we ~~conducted~~believe ~~additional~~that ~~toxicology~~an ~~studies.~~LAI ~~These~~option, ~~studies~~in ~~have~~particular, ~~been~~may ~~completed~~lend ~~and~~itself ~~we expect~~ to ~~commence~~being ~~clinical~~an ~~conduct~~important informulation ~~our~~choice ~~Phase~~for 2certain ~~studies in the first half of 2024~~patients. ~~We are continuing with Phase 1 studies with ITI-1284-ODT-SL, including drug-drug interaction studies.~~

62ITI-1284 Program

ITI-1500 Program

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~~We have another major program that has yielded a portfolio of compounds that selectively inhibit the enzyme phosphodiesterase type 1, or~~ PDE1. PDE1 enzymes are highly active in multiple disease states, and our PDE1 inhibitors are designed to reestablish normal function in these disease states. Abnormal PDE1 activity is associated with cellular proliferation and activation of inflammatory cells. Our PDE1 inhibitors ameliorate both of these effects in animal models. We intend to pursue the development of our phosphodiesterase, or PDE, program, for the treatment of aberrant immune system activation in several CNS and non-CNS conditions with a focus on diseases where excessive PDE1 activity has been demonstrated and increased inflammation is an important contributor to disease pathogenesis. Our potential disease targets include immune system regulation, neurodegenerative diseases, cancers and other non-CNS disorders. Lenrispodun (ITI-214) is our lead compound in this program. Following the favorable safety and tolerability results in our Phase 1 program, we initiated our development program for lenrispodun for Parkinson’s disease and conducted a Phase 1/2 clinical trial of lenrispodun in patients with Parkinson’s disease to evaluate safety and tolerability in this patient population, as well as motor and non-motor exploratory endpoints. In this study, lenrispodun was generally well-tolerated with a favorable safety profile and clinical signs consistent with improvements in motor symptoms and dyskinesias. Our Phase 2 clinical trial of lenrispodun evaluating improvements in motor symptoms, changes in cognition, and inflammatory biomarkers in patients with Parkinson’s disease is ongoing. We expect to complete patient enrollment in this study in late 2024 with topline results anticipated in the first half of 2025. We also have an active Investigational New Drug application to evaluate our newest candidate within the PDE 1 inhibitor program, ITI-1020, as a novel cancer immunotherapy. Our Phase 1 program with ITI-1020 in healthy volunteers is ongoing. Program

We have aanother ~~development~~major program ~~with~~that ~~our~~has ~~ITI-333~~yielded ~~compound as~~ a ~~potential~~portfolio ~~treatment~~of ~~for~~compounds ~~substance~~that ~~use~~selectively ~~disorders,~~inhibit ~~pain~~the ~~and~~enzyme ~~psychiatric~~phosphodiesterase ~~comorbidities~~type ~~including~~1, ~~depression~~or ~~and anxiety~~PDE1. ~~There~~PDE1 isenzymes aare ~~pressing~~highly ~~need~~active toin ~~develop~~multiple ~~new~~disease ~~drugs~~states, toand ~~treat~~our ~~opioid~~PDE1 ~~addiction~~inhibitors ~~and~~are ~~safe,~~designed ~~effective,~~to ~~non-addictive~~reestablish ~~treatments~~normal tofunction ~~manage~~in ~~pain~~these disease states. ~~ITI-333~~Abnormal isPDE1 aactivity ~~novel~~is ~~compound~~associated ~~that~~with ~~uniquely~~cellular ~~combines~~proliferation ~~activity~~and asactivation anof ~~antagonist~~inflammatory atcells. ~~serotonin~~Our ~~5-HT2A~~PDE1 ~~receptors~~inhibitors ~~and~~ameliorate aboth ~~partial~~of ~~agonist~~these ateffects ~~µ-opioid~~in ~~receptors~~animal models. ~~These~~We ~~combined~~intend ~~actions~~to ~~support~~pursue the ~~potential~~development ~~utility~~ of ~~ITI-333~~our inphosphodiesterase, or PDE, program, for the treatment of ~~opioid~~aberrant ~~use~~immune ~~disorder~~system ~~and~~activation ~~associated~~in ~~comorbidities~~several ~~(e.g.~~CNS, ~~depression,~~and ~~anxiety,~~non-CNS ~~sleep~~conditions ~~disorders)~~with ~~without~~a ~~opioid-like~~focus ~~safety~~on diseases where excessive PDE1 activity has been demonstrated and ~~tolerability~~increased ~~concerns.~~inflammation Weis ~~have~~an ~~conducted~~important acontributor ~~Phase~~to 1disease ~~single~~pathogenesis. ~~ascending~~Our ~~dose~~potential ~~study~~disease ~~evaluating~~targets ~~the~~include ~~safety~~immune system regulation, ~~tolerability~~neurodegenerative diseases, cancers and ~~pharmacokinetics~~other ofnon-CNS disorders. Lenrispodun (ITI-~~333~~214) is our lead compound in ~~healthy~~this ~~volunteers~~program. InFollowing ~~this~~the ~~study,~~favorable ~~ITI-333~~safety ~~achieved~~and ~~plasma~~tolerability ~~exposures~~results atin orour ~~above~~Phase ~~those~~1 ~~required~~program, ~~for~~we ~~efficacy~~initiated ~~and~~our ~~was~~development ~~generally~~program ~~safe~~for ~~and~~lenrispodun ~~well-tolerated.~~for WeParkinson’s ~~have~~disease ~~commenced~~and conducted a ~~neuroimaging~~Phase ~~study~~1/2 toclinical ~~investigate~~trial ~~brain~~of ~~occupancy~~lenrispodun ~~for~~in ~~receptors~~patients ~~that~~with ~~play~~Parkinson’s adisease ~~role~~to evaluate safety and tolerability in ~~substance~~this ~~use~~patient ~~disorder~~population, ~~and~~as ~~also~~well ~~have~~as ~~applicability~~motor ~~for~~and ~~pain.~~non-motor ~~The~~exploratory ~~results~~endpoints. ofIn this study, ~~will~~lenrispodun ~~support~~was ~~the~~generally ~~dose~~well-tolerated ~~selection~~with ~~for~~a ~~future~~favorable ~~studies~~safety profile and clinical signs consistent with improvements in motor symptoms and dyskinesias. WeOur ~~also~~Phase ~~have~~2 anclinical ~~ongoing~~trial ~~multiple~~of ~~ascending~~lenrispodun ~~dose~~evaluating ~~study~~improvements ~~with~~in ~~ITI-333~~motor symptoms, changes in ~~healthy~~cognition, ~~volunteers.~~and Weinflammatory ~~have~~biomarkers ~~received~~in apatients ~~grant~~with ~~from~~Parkinson’s ~~the~~disease ~~National~~is ~~Institute~~ongoing. onWe ~~Drug~~also ~~Abuse~~have ~~under~~an ~~the~~active ~~Helping~~Investigational toNew ~~End~~Drug ~~Addiction~~(IND) ~~Long-term~~application ~~Initiative,~~to orevaluate ~~NIH~~our ~~HEAL~~newest ~~Initiative,~~candidate ~~that~~within wethe ~~expect~~PDE1 ~~will~~inhibitor ~~fund~~program, ITI-1020, as a ~~significant~~novel ~~portion~~cancer ofimmunotherapy. ~~the~~Our ~~early~~Phase ~~stage~~1 ~~clinical~~program ~~development~~with ~~costs~~ITI-1020 ~~associated~~in ~~with~~healthy ~~this~~volunteers ~~program~~is ongoing.

~~We also have the~~ ITI-~~1500~~333 program focused on the development of novel non-hallucinogenic psychedelics. Compounds in this series interact with serotonergic (5-HT2a) receptors in a unique way, potentially allowing the development of this new drug class in mood, anxiety and other neuropsychiatric disorders without the liabilities of known psychedelics including the hallucinogenic potential and risk for cardiac valvular pathologies. Our lead compound in this program, ITI-1549, is currently being evaluated in IND enabling studies. Program

Agreement and Plan of Merger with Johnson & Johnson

On January 10, 2025, we entered into the Merger Agreement, with Johnson & Johnson, a New Jersey corporation, or Parent, and Fleming Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, or Merger Sub, pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, or the Merger, with the Company surviving the Merger as a wholly owned subsidiary of Parent.

At the effective time of the Merger, or the Effective Time, each share of common stock, par value $0.0001 per share, of the Company issued and outstanding immediately prior to the Effective Time (other than certain shares of common stock to be canceled pursuant to the Merger Agreement and shares of common stock with respect to which appraisal rights have been properly and validly exercised) will automatically be converted into the right to receive an amount equal to $132.00 per share in cash, or the Merger Consideration, without interest thereon and less any applicable tax withholdings.

Consummation of the Merger is subject to customary closing conditions, including, without limitation, the absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger, no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the signing of the Merger Agreement that is continuing as of immediately prior to the Effective Time, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or the HSR Act, and the adoption of the Merger Agreement and approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of common stock, or the Company Stockholder Approval. The Company expects the Merger and the other transactions contemplated by the Merger Agreement to close this year.

The Merger Agreement contains certain termination rights for the Company and Parent. Subject to the terms and conditions of the Merger Agreement, we or Parent may terminate the Merger Agreement if the Merger is not consummated on or before July 10, 2025, which period may be extended automatically for two automatic six-month periods if at the end of the prior period, either of the conditions relating to approval of the Merger pursuant to the HSR Act or the absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger (solely in respect of any antitrust law or order under any antitrust law) has not been satisfied, or the Termination Date. Upon termination of the Merger Agreement, under specified circumstances, we will be required to pay Parent a termination fee of $475.5 million.

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At the Effective Time, each Company Option (as defined in the Merger Agreement) that is then outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested will be canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of shares of common stock underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price of such Company Option. In addition, at the Effective Time, each other Company Option with a per share exercise price that equals or exceeds the amount of the Merger Consideration will be canceled for no consideration.

At the Effective Time, each Company RSU Award (as defined in the Merger Agreement), other than Interim Equity Awards (as defined below), that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of shares of common stock underlying such Company RSU Award immediately prior to the Effective Time and (ii) the Merger Consideration.

At the Effective Time, each Company PSU Award (as defined in the Merger Agreement) that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be canceled and converted into the right to receive an amount in cash (without interest) equal to the product of (i) the aggregate number of shares of common stock underlying such Company PSU Award immediately prior to the Effective Time determined by treating all applicable performance measures as satisfied at the target level of performance and (ii) the Merger Consideration.

At the Effective Time, each Company RSU Award that is granted during the period between the date of the Merger Agreement and the Effective Time, or Interim Equity Awards, to the extent unvested immediately prior to the Effective Time, will be converted to a time-vesting deferred cash award that will vest and be paid in accordance with its original vesting schedule, subject to full acceleration upon the occurrence of certain specified events.

Results of Operations

The following discussion summarizes the key factors our management believes are necessary for an understanding of our financial statements.

Revenues

~~Net~~Revenues ~~revenues~~are ~~from~~comprised ~~product~~primarily ~~sales~~of ~~consist~~net ofproduct sales of ~~CAPLYTA,~~our ~~which~~commercial ~~was~~product, ~~approved by the FDA for the treatment of schizophrenia in adults in December 2019 and for the treatment of bipolar depression in adults in December 2021. In addition~~CAPLYTA, in ~~April 2022,~~ the ~~FDA~~United ~~approved two additional dosage strengths of CAPLYTA for certain patients~~States. WeOur ~~initiated~~net ~~the~~product ~~commercial~~sales ~~launch~~ of CAPLYTA inrepresent ~~March~~sales ~~2020.~~primarily ~~During~~to ~~the~~wholesalers ~~years~~and ~~ended~~specialty ~~December 31,~~distributors ~~2023~~ and ~~2022,~~reflect ~~net~~certain ~~product~~adjustments ~~sales~~deducted ~~increased~~ from ~~approximately~~gross ~~$249.1~~product ~~million~~sales ~~for the year ended December 31, 2022~~ to ~~approximately~~arrive ~~$462.2~~at ~~million~~product ~~for the year ended December 31~~sales, ~~2023~~net.

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Expenses

The process of researching, developing and commercializing drugs for human use is lengthy, unpredictable and subject to many risks. The costs associated with the commercialization of CAPLYTA are substantial and will be incurred prior to our generating sufficient revenue to offset these costs. Costs for the clinical development of lumateperone-related projects, including for the treatment of MDD, consume and, together with our required post-marketing studies and other anticipated clinical development programs, will continue to consume a large portion of our current, as well as projected, resources. We intend to pursue other disease indications that lumateperone may address, but there are significant costs associated with pursuing FDA approval for those indications, which would include the cost of additional clinical trials.

Our operating expenses are comprised of (i) costs of product sales, (ii) selling expenses, (iii) general and administrative expenses, and (iv) research and development expenses.

Costs of product sales are comprised of:

•royalty payments on product sales;

•direct costs of formulating, manufacturing and packaging drug product; and

•overhead costs consisting of ~~labor~~salaries, share-based compensation and related benefit costs, shipping, ~~outside~~external inventory manufacturing and other miscellaneous operating costs.

Selling expenses are incurred in three major categories:

•salaries, share-based compensation, incentives and related benefit costs of a dedicated sales force and commercial organization;

•marketing and promotion expenses; and

•sales operation costs.

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General and administrative expenses are incurred in three major categories:

•salaries, share-based compensation and related benefit costs;

•patent, legal, and professional costs; and

•office, facilities and ~~facilities~~infrastructure overhead.

Research and development costs are comprised of:

•fees paid to external parties that provide us with contract services, such as pre-clinical testing, manufacturing and related testing, clinical trial activities and license milestone payments; and

•internal recurring costs, such as costs relating to ~~labor~~salaries, share-based compensation and ~~fringe~~related benefits, materials, supplies, facilities and maintenance.

~~Product~~The ~~sold~~process ~~through~~of ~~December 31~~researching, ~~2023~~developing ~~consisted of active pharmaceutical ingredients (API)~~ and ~~drug~~commercializing ~~product~~drugs ~~that~~for ~~was~~human ~~previously~~use ~~charged~~is tolengthy, ~~research~~unpredictable and ~~development~~subject ~~expenses prior~~ to ~~FDA~~many ~~approval of CAPLYTA~~risks. ~~Because~~The ~~the~~costs ~~Company’s~~associated ~~policy~~with ~~does not allow for~~ the ~~capitalization~~commercialization of ~~pre-approval~~CAPLYTA ~~product,~~and ~~the~~development ~~cost~~ of ~~drug~~our product ~~sold~~candidates isare ~~lower~~substantial, ~~than~~and itwe ~~would~~ have ~~been~~not ~~and~~yet ~~has~~generated asufficient ~~positive~~revenue ~~impact~~to onoffset our ~~cost~~operating ofcosts. ~~product~~Costs ~~sales~~ for the ~~years~~clinical ~~ended~~development ~~December 31, 2023 and 2022. We expect to continue to have this favorable impact on cost~~ of ~~product sales and~~ lumateperone-related ~~product~~projects, ~~gross~~including ~~margins~~for ~~until~~ the ~~cost~~treatment of ~~our~~MDD, ~~sales~~consume ofand, ~~CAPLYTA~~together ~~include~~with ~~drug~~our ~~product~~required ~~that~~post-marketing isstudies ~~manufactured~~and ~~entirely~~other ~~after~~anticipated ~~the~~clinical ~~FDA~~development ~~approval.~~programs, ~~We expect that this~~ will becontinue ~~the~~to ~~case~~consume ~~for the near term and, as~~ a ~~result,~~large ~~our~~portion ~~cost~~ of ~~product~~our ~~sales~~current, ~~will~~as bewell ~~less~~as ~~than~~projected, ~~we anticipate it will be in future periods~~resources. InWe ~~addition,~~intend asto ~~our~~continue ~~net~~to ~~product~~pursue ~~sales~~other ~~increase~~disease inindications ~~the~~that ~~future~~lumateperone ~~and,~~may ~~we exceed certain sales thresholds~~address, ~~the~~but ~~applicable~~there ~~royalty~~are ~~rate~~significant ~~for~~costs ~~payments~~associated ~~we make under our License Agreement~~ with ~~Bristol~~pursuing ~~Myers~~FDA ~~Squibb~~approval ~~(BMS)~~for ~~will~~those ~~increase~~indications, which wewould ~~anticipate~~include ~~will~~the ~~result in an increase to~~ cost of ~~product~~additional ~~sales~~clinical trials.

64A portion of product sold through December 31, 2024 consisted of active pharmaceutical ingredients (API) and drug product that was previously charged to research and development expenses prior to FDA approval of CAPLYTA. Because the Company’s policy does not allow for the capitalization of the cost of drug product that was incurred prior to FDA approval, the cost of drug product sold is lower than it would have been and has a positive impact on our cost of product sales for the years ended December 31, 2024 and 2023. In addition, as our net product sales increase and we exceed certain sales thresholds, the applicable royalty rate for payments we make under our License Agreement with Bristol Myers Squibb (BMS) increases, which results in an increase to cost of product sales.

We expect that our selling, general and administrative costs will increase from prior periods primarily due to costs associated with our recently completed and ongoing sales force expansions, promotional activities to support the commercial sales of CAPLYTA, as well as costs associated with expanding our infrastructure and anticipated increases in professional fees. During the third quarter of 2024, we expanded our sales force by approximately 150 representatives who will focus on commercial sales of CAPLYTA to primary care physicians. We also are in the process of further expanding our sales force in 2025 to support the potential sNDA approval of CAPLYTA for the treatment of MDD. We also expect that research and development expenses will increase as we are expanding our clinical trial programs and pre-clinical development activities. We granted significant share-based awards in 2024 and 2023. We expect to continue to grant share-based awards in the future. We expect that our growing employee base will increase our share-based compensation expense in future periods. In addition, inflation has and may continue to affect us by increasing clinical trial, selling, labor and other operational costs.

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The following table sets forth our revenues, operating expenses, interest income, ~~net and~~ income tax expense and net loss for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 (in thousands):

	For the Years Ended December 31,
	2023		2022
	2024		2023
Revenues
Product sales, net	$	~~462~~680,~~175~~501	$	~~249~~462,~~132~~175
Grant revenue	~~2,195~~351		12,~~182~~195
Total revenues, net	~~464~~680,~~370~~852		~~250~~464,~~314~~370
Expenses
Operating expenses
Cost of product sales	3356,~~745~~963		2033,~~443~~745
Selling, general and administrative	~~409~~504,~~864~~489		~~358~~409,~~782~~864
Research and development	~~180~~236,~~142~~121		~~134~~180,~~715~~142
Total operating expenses	~~623~~797,~~751~~573		~~513~~623,~~940~~751
Loss from operations	(~~159~~116,~~381~~721)		(~~263~~159,~~626~~381)
Interest income	2042,~~343~~518		720,~~376~~343
Income tax expense	(~~636~~473)		(6636)
Net loss	$	(~~139~~74,~~674~~676)	$	(~~256~~139,~~256~~674)

Comparison of Years Ended December 31, ~~2023~~2024 and December 31, ~~2022~~2023

Product Sales, Net

Net product sales for the periods presented are comprised of sales of CAPLYTA for the treatment of schizophrenia and bipolar depression. Net product sales were approximately $~~462~~680.25 million for the year ended December 31, ~~2023~~2024 and $~~249~~462.12 million for the year ended December 31, ~~2022.~~2023, ~~Net~~which ~~product~~represents ~~sales~~an ~~for~~increase ~~the~~of ~~periods~~47%. ~~presented~~This ~~are~~increase ~~comprised~~is ofprimarily due to continued growth in sales volume of CAPLYTA for the treatment of schizophrenia and for the treatment of bipolar depression, driven primarily by prescription growth.

Cost of Product Sales

Cost of product sales was approximately $3357.70 million and $2033.47 million for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively, which represents an increase of 69%. Cost of product sales consisted primarily of product royalty fees, ~~overhead and~~ direct costs. ~~Drug product costs, including certain direct, indirect,~~ and overhead ~~costs~~, ~~for~~all ~~product sales through December 31, 2023 were previously charged to research and development expense prior to FDA approval in December 2019 and are not a component~~ of ~~cost~~which ofincreased ~~product~~as ~~sales. This minimal cost drug product had~~ a ~~positive~~result ~~impact on our cost~~ of ~~product sales and related product gross margins for~~ the ~~years~~increased ~~ended~~sales ~~December 31, 2023 and 2022~~volume.

We expect our net product sales in future quarters will continue to be impacted by lower cost of product sales that excludes the cost of the drug product that was incurred prior to FDA approval until our sales of CAPLYTA include drug product that is entirely manufactured after the FDA approval. We expect that this will continue to be the case for the near-term and, as a result, our cost of product sales will be less than we anticipate it will be in future periods. We expect cost of product sales will increase in future quarters as minimum sales thresholds are met, resulting in royalty payment increases under the BMS License Agreement.

Selling, General and Administrative Expenses

Selling, general and administrative ~~costs~~expenses for the year ended December 31, ~~2023~~2024 were $~~409~~504.95 million as compared to $~~358~~409.89 million in the year ended December 31, ~~2022~~2023, which represents an increase of 1423%.

Selling ~~costs~~expenses were $~~324~~384.57 million for the year ended December 31, ~~2023~~2024 as compared to $~~277~~324.85 million in the year ended December 31, ~~2022~~2023, or an increase of 1719%. This increase is primarily due to increases of salaries, benefits, and ~~share-based~~stock compensation expenses of approximately $2728.38 million due to the sales force expansion, ~~travel~~marketing and ~~entertainment~~advertising ~~expense~~ of approximately $215.37 million, ~~marketing~~commercialization ~~and~~costs ~~advertising~~ of approximately $913.32 million, and ~~other~~professional ~~commercial~~and ~~costs~~other fees of approximately $72.85 million. Compensation and related benefit costs for our sales and marketing functions for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 constituted approximately 3334% and 3433%, respectively, of our selling costs.

65General and administrative expenses for the year ended December 31, 2024 were $119.7 million as compared to $85.4 million for the year ended December 31, 2023, an increase of 40%. This increase is due to increases in IT related services of approximately $11.5 million to enhance our infrastructure, salaries, benefits and stock compensation of approximately $10.7 million, legal fees of approximately $4.7 million relating to the ANDA litigation, taxes and government payments of approximately $2.8 million, professional and other fees of approximately $2.4 million and medical affairs educational programs of approximately $2.2 million. Compensation and related benefit costs for our general and administrative functions for the years ended December 31, 2024 and 2023 constituted approximately 23% and 25%, respectively, of our general and administrative costs.

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General and administrative expenses for the year ended December 31, 2023 were $85.4 million as compared to $81.0 million for the year ended December 31, 2022, an increase of 5%. This increase is due to increases in salaries and benefits of approximately $2.8 million and IT related services of approximately $2.0 million, partially offset by a decrease in insurance costs of approximately $0.4 million. Compensation and related benefit costs for our general and administrative functions for the years ended December 31, 2023 and 2022 constituted approximately 25% and 23%, respectively, of our general and administrative costs.

Research and Development Expenses

The following tables set forth our research and development expenses for the years ended December 31, ~~2023~~2024 and ~~2022~~2023 (in thousands):

	2023		2022
	2024		2023
External costs	$	~~133~~182,~~672~~461	$	93133,~~338~~672
Internal costs	4653,~~470~~660		4146,~~377~~470
Total research and development expenses	$	~~180~~236,~~142~~121	$	~~134~~180,~~715~~142

	2023		2022
	2024		2023
Lumateperone project costs	$	~~111~~138,~~881~~561	$	73111,~~107~~881
Non-lumateperone project costs	3760,~~638~~200		3337,~~734~~638
Overhead and other costs	3037,~~623~~360		2730,~~874~~623
Total research and development expenses	$	~~180~~236,~~142~~121	$	~~134~~180,~~715~~142

Research and development expenses were $~~180~~236.1 million for the year ended December 31, ~~2023~~2024 as compared to $~~134~~180.71 million for the year ended December 31, ~~2022~~2023, representing an increase of approximately 3431%. This increase is due primarily to increases of ~~approximately~~ $3826.87 million for lumateperone costs, ~~approximately~~ $322.96 million for non-lumateperone costs and ~~approximately~~ $26.7 million onfor overhead and other costs. External costs increased by ~~approximately~~ $4048.38 million for the year due primarily to ~~outsourced~~the ~~clinical~~increased ~~expenses,~~number ~~outsourced~~of ~~laboratory~~clinical ~~testing~~trials offor ~~our~~ lumateperone and ~~other program expenses, and outsourced development~~non-~~based~~lumateperone ~~manufacturing activities~~projects. Internal and other costs increased by ~~approximately~~ $57.12 million for the year due primarily to labor related costs and share-based compensation.

As the development of lumateperone and non-lumateperone programs progresses, we anticipate research and development costs will increase moderately due primarily to non-clinical testing and conducting ongoing and planned clinical trials during the next several years. We are also required to complete non-clinical testing to obtain FDA approval and manufacture materials needed for clinical trial use, which includes non-clinical testing of the drug product, and manufacturing of drug product in anticipation of possible additional FDA approvals of lumateperone for indications beyond schizophrenia and bipolar depression.

The successful development of our product candidates and the approval process requires substantial time, effort and financial resources, and is uncertain and subject to a number of risks. We cannot be certain that any of our product candidates will prove to be safe and effective, will meet all of the applicable regulatory requirements needed to receive and maintain marketing approval, or will be granted marketing approval on a timely basis, if at all. Data from non-clinical studies and clinical trials are susceptible to varying interpretations that could delay, limit or prevent regulatory approval or could result in label warnings related to or recalls of approved products. We, the FDA, or other regulatory authorities may suspend clinical trials at any time if we or they believe that the subjects participating in such trials are being exposed to unacceptable risks or if such regulatory agencies find deficiencies in the conduct of the trials or other problems with our product candidates. Other risks associated with our product candidates are described in the section titled “Risk Factors” in this Annual Report on Form 10-K.

Liquidity and Capital Resources

~~Since~~Sources ~~inception, we have incurred significant operating and cash losses from our operations. We have primarily funded our operations to date through proceeds from public and private offerings~~ of our common stock and other securities, and to a far lesser extent, through proceeds from grants from government agencies and foundations. In addition, we began to generate net product revenue in the first quarter of 2020 in conjunction with the commercial launch of CAPLYTA. Liquidity

66We have funded operations to date through proceeds from public and private offerings of our common stock and other securities, as well as collections from net product revenue related to the sales of CAPLYTA. As of December 31, 2024, our cash and cash equivalents, investment securities, and restricted cash totaled approximately $1.0 billion, which we believe, along with cash generated from ongoing operations, will enable us to fund our operating expenses and capital expenditure requirements for at least the foreseeable future from the filing date of this report. During that time, we expect increases in net product revenue as well as increases in operating expenses.

We balance the level of cash, cash equivalents and investments on hand with our projected needs. We then assess the availability of funding on favorable terms with minimal risk. Subject to the proposed merger with Johnson & Johnson, market conditions, interest rates, results of our clinical trials, progress of our commercialization efforts and other factors, we may pursue opportunities to obtain additional financing in the future, which could include public or private sales of our equity securities, sales of debt securities, incurrence of debt from commercial lenders, strategic collaborations, and licensing a portion or all of our product candidates and technology. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interest of our existing stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring debt, making capital expenditures or declaring dividends.

Cash Flows

The following table summarizes our cash flows for the years ended December 31, 2024 and 2023 (in thousands):

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As of December 31, 2023, our cash and cash equivalents, available-for-sale investment securities, and restricted cash totaled $499.7 million. We invest cash in excess of our immediate requirements in a variety of interest-bearing instruments, including obligations of U.S. government agencies and money market accounts. Whenever possible, we seek to minimize the potential effects of concentration and degrees of risk. Although we maintain cash balances and investments with financial institutions in excess of insured limits, we do not anticipate any losses with respect to such balances because these financial institutions are custodians of our investments.


	Twelve Months Ended December 31,
	2024		2023		Change
Net cash used in operating activities	$	(73,177)	$	(124,199)	$	51,022
Net cash (used in) provided by investing activities	(335,150)		105,541		(440,691)
Net cash provided by financing activities	567,508		17,810		549,698
Net increase (decrease) in cash, cash equivalents, and restricted cash	$	159,181	$	(848)	$	160,029

~~During~~Net cash used in operating activities totaled $73.2 million for the year ended December 31, ~~2023,~~2024 wecompared ~~used~~to $124.2 million of net cash used in operating activities, ~~a decrease from $270.2 million~~ for the year ended December 31, ~~2022~~2023. ~~The~~This decrease in net cash used in operations ~~was~~ primarily ~~due~~resulted tofrom ~~increased~~an ~~cash~~increase ~~receipts~~in ~~related~~our ~~to higher~~ net product sales, ~~combined~~partially ~~with~~offset ~~decreases~~by the increase in ~~cash~~operating ~~spend~~expenses ~~for~~and ~~operational~~changes ~~requirements~~in working capital.

~~Based~~Net oncash ~~our~~used ~~current~~in ~~operating~~investing ~~plans,~~activities wetotaled ~~expect~~$335.2 ~~that~~million ~~our~~for ~~existing~~the ~~cash,~~year ~~cash~~ended ~~equivalents~~December 31, ~~marketable~~2024 ~~securities,~~compared ~~and product sales are sufficient~~ to ~~fund~~$105.5 ~~our~~million ~~operating~~of ~~expenses~~cash ~~and~~provided ~~capital~~by ~~expenditure~~investing ~~requirements~~activities for ~~at least~~ the ~~next~~year 12ended ~~months~~December 31, ~~from the filing date of this Annual Report~~2023. ~~During~~The ~~that~~increase ~~time,~~in wenet ~~expect~~cash ~~that~~used ~~our~~in ~~expenses~~investing ~~will~~activities ~~increase,~~was primarily due to ~~the~~an ~~continued~~increase ~~commercialization of CAPLYTA for the treatment of schizophrenia and bipolar depression; the development of lumateperone~~ in ~~our~~purchases ~~late-stage clinical programs; the development~~ of ~~our~~investment ~~other product candidates, including PDE, ITI-1284, ITI-333, and ITI-1500; and infrastructure expansion and general operations~~securities.

WeNet ~~seek to balance the level of~~ cash, ~~cash~~provided ~~equivalents~~by ~~and~~financing ~~investments~~activities ontotaled ~~hand~~$567.5 ~~with~~million ~~our~~for ~~projected~~the ~~needs~~year ~~and~~ended toDecember 31, ~~allow~~2024 uscompared to ~~withstand~~$17.8 ~~periods~~million of ~~uncertainty~~cash ~~relative~~provided toby ~~the~~financing ~~availability~~activities offor ~~funding~~the onyear ~~favorable~~ended ~~terms~~December 31, 2023. ~~Subject~~This toincrease ~~our~~in ~~ability~~net tocash ~~generate~~provided ~~significant~~by ~~revenues~~financing ~~from~~activities ~~operations,~~was weattributable ~~may~~primarily ~~need~~ to ~~satisfy~~the ~~our~~completion ~~future~~of ~~cash~~an ~~needs~~underwritten ~~through~~ public oroffering ~~private~~of ~~sales~~shares of our ~~equity~~common ~~securities,~~stock ~~sales~~in ofApril ~~debt~~2024 ~~securities,~~resulting ~~incurrence~~in ofnet ~~debt~~proceeds ~~from~~of ~~commercial~~approximately ~~lenders,~~$543.1 ~~strategic collaborations~~million, ~~licensing~~after adeducting ~~portion~~underwriting ordiscounts ~~all of our product candidates~~ and ~~technology~~commissions and, tooffering ~~a lesser extent, grant funding~~expenses.

WeOperational ~~cannot be sure that future funding will be available to us when we need it on terms that are acceptable to us, or at all. We sell securities~~ and ~~incur~~Capital ~~debt~~Funding when the terms of such transactions are deemed favorable to us and as necessary to fund our current and projected cash needs. The amount of funding we raise through sales of our common stock or other securities depends on many factors, including, but not limited to, the magnitude of sales of CAPLYTA, the status and progress of our product development programs, projected cash needs, availability of funding from other sources, our stock price and the condition of the capital markets. Due to the volatile nature of the financial markets, equity and debt financing may be difficult to obtain.Requirements

ToOur ~~the~~cash ~~extent~~requirements ~~that~~in wethe ~~raise~~short ~~additional~~and ~~capital~~long ~~through~~term ~~the~~consist ~~sale~~ of ~~equity~~operational, ormanufacturing, ~~convertible~~and ~~debt~~capital ~~securities~~expenditures, ~~the~~a ~~ownership~~portion ~~interest~~ of ~~our~~which ~~existing~~contain ~~stockholders~~contractual ~~will~~or beother ~~diluted,~~obligations. ~~and~~Subject to the ~~terms~~proposed ~~may~~merger ~~include~~with ~~liquidation~~Johnson or& ~~other~~Johnson, ~~preferences~~we ~~that~~plan ~~adversely~~to ~~affect~~fund ~~the~~our ~~rights~~cash ofrequirements with our ~~stockholders.~~current ~~Debt~~financial ~~financing,~~resources iftogether ~~available,~~with ~~may~~our ~~involve~~anticipated ~~agreements~~receipts ~~that~~from ~~include~~product ~~covenants~~sales. ~~limiting~~We ormanage ~~restricting~~future ~~our~~cash ~~ability~~requirements relative to ~~take~~our ~~specific~~long-term ~~actions,~~business ~~such~~plans. asOur ~~incurring~~primary ~~debt,~~uses ~~making~~of ~~capital~~cash ~~expenditures~~and oroperating ~~declaring~~expenses ~~dividends.~~relate Ifto wethe ~~raise~~commercialization ~~additional~~of ~~funds~~CAPLYTA ~~through~~for ~~government~~the ortreatment ~~other~~of ~~third-party~~schizophrenia ~~funding, marketing~~ and ~~distribution~~bipolar ~~arrangements~~depression; orpreparation ~~other~~for ~~collaborations,~~the ~~strategic~~potential ~~alliances~~approval orof ~~licensing~~our ~~arrangements~~sNDA filing with ~~third~~the ~~parties~~FDA of lumateperone for MDD in adults, weas ~~may~~adjunctive ~~have~~therapy to ~~relinquish~~antidepressants, ~~valuable~~the ~~rights~~development toof lumateperone in our ~~technologies,~~late-stage ~~future~~clinical ~~revenue~~programs; ~~streams,~~the ~~research~~development ~~programs~~of orour other product candidates, orincluding toITI-1284, ~~grant~~PDE1, ~~licenses~~and onITI-1500; ~~terms~~and ~~that~~infrastructure ~~may~~expansion ~~not~~and begeneral ~~favorable to us~~operations.

IfWe ~~adequate~~have ~~funds~~three ~~are~~kinds ~~not~~of ~~available~~long-term tocontractual uscommitments on- aoperating ~~timely basis~~leases, welicensing ~~may~~and beroyalty ~~required to: (1) delay~~commitments, ~~limit,~~and ~~reduce~~purchase orobligations. ~~terminate~~Our ~~non-clinical~~operating ~~studies,~~leases ~~clinical trials or other clinical development activities~~ for ~~one~~32,000 orsquare ~~more~~feet of ~~our~~useable ~~product~~laboratory ~~candidates,~~and ~~including~~office ~~our~~space, ~~lead~~as ~~product candidate lumateperone~~amended, and ~~our other product candidates; (2) delay~~27,700 ~~limit,~~square ~~reduce~~feet orof ~~terminate~~office ~~our~~space ~~discovery~~has ~~research~~a orterm ~~non-clinical~~of ~~development activities; (~~14.3) ~~enter~~and ~~into~~5.7 ~~licenses~~years orending ~~other~~in ~~arrangements~~May ~~with~~2029 ~~third~~and ~~parties~~January on2030, ~~terms~~respectively. ~~that~~Refer ~~may be unfavorable~~ to usNote or7 ~~sell,~~- ~~license~~Leases ~~or relinquish rights~~ to ~~develop or commercialize~~ our ~~product~~consolidated ~~candidates,~~financial ~~technologies~~statements orfor ~~intellectual~~further ~~property at an earlier stage of development and on less favorable terms than we would otherwise agree; or (4) limit or reduce commercialization efforts related to CAPLYTA~~details.

67We entered into an exclusive license agreement with BMS for which we are obligated to make tiered single-digit percentage royalty payments on sales of licensed products. The amount of future royalty payments is dependent on future net product sales of the licensed product. We may also be obligated to make other milestone payments to BMS for each licensed product of up to an aggregate of $14.75 million. Refer to Note 11- Commitments and Contingencies to our consolidated financial statements for further details.

In addition, we have entered into certain other long-term commitments for goods and services that are outstanding for periods greater than one year including clinical trial agreements. We have certain manufacturing service agreements committing the Company to certain minimum annual purchases through 2029. We have also entered into short-term agreements with various vendors and suppliers of goods and services in the normal course of operations through purchase orders. Such short-term agreements are settled by cash payments upon delivery of goods and services. The nature of the work being conducted under these agreements is such that, in most cases, the services may be stopped on short notice without penalty. In such event, we would not be liable for the full amount of the agreement.

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Our cash, cash equivalents, and investments are maintained in checking accounts, money market accounts, money market funds, U.S. government agency securities, certificates of deposit, commercial paper, corporate notes and corporate bonds at major financial institutions. Beginning in early 2022, interest rates began to rise increasing our interest income. These rates have stabilized in the second half of 2023. During the year ended December 31, 2023, there was a decrease in unrealized losses primarily due to maturities in lower yielding investments. Due to the short-term nature of these investments and our intention to hold these investments to maturity, we do not expect to recognize these losses. Even with the rise or further potential rise in interest rates, we do not expect interest income to be a significant source of funding. In addition, our investment portfolio historically has not been adversely impacted by problems in the credit markets, but there can be no assurance that our investment portfolio will not be adversely affected in the future.

Our cash requirements in the short and long term consist of operational, manufacturing, and capital expenditures, a portion of which contain contractual or other obligations. We plan to fund our cash requirements with our current financial resources together with our anticipated receipts from product sales. We manage future cash requirements relative to our long-term business plans. Our primary uses of cash and operating expenses relate to marketing and manufacturing our products, paying employees and consultants, administering clinical trials, and providing technology and facility infrastructure to support our operations.

We have three kinds of long-term contractual commitments - operating leases, licensing and royalty commitments, and purchase obligations. Our operating lease for 32,000 square feet of useable laboratory and office space, as amended, has a term of 14.3 years ending in May 2029. Refer to Note 7 - Leases to our consolidated financial statements for further details.

We entered into an exclusive license with BMS for which we are obligated to make tiered single-digit percentage royalty payments on sales of licensed products. The amount of future royalty payments are dependent on future net product sales of the licensed product. We may also be obligated to make other milestone payments to BMS for each licensed product of up to an aggregate of $14.75 million. Refer to Note 11- Commitments and Contingencies to our consolidated financial statements for further details.

In addition, we have entered into certain other long-term commitments for goods and services that are outstanding for periods greater than one year including clinical trial agreements. We recently amended certain manufacturing service agreements committing the Company to certain minimum annual purchases through 2029. We have also entered into short-term agreements with various vendors and suppliers of goods and services in the normal course of operations through purchase orders. Such short-term agreements are settled by cash payments upon delivery of goods and services. The nature of the work being conducted under these agreements is such that, in most cases, the services may be stopped on short notice without penalty. In such event, we would not be liable for the full amount of the agreement.

Critical Accounting Policies and Estimates

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or GAAP. The preparation of these financial statements requires management to make estimates and assumptions that affect reported amounts of assets and liabilities as of the date of the balance sheet and reported amounts of revenues and expenses for the periods presented. Judgments must also be made about the disclosure of contingent liabilities. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates and under different assumptions or conditions.

We believe that the following critical accounting policies ~~affects~~affect management’s more significant judgments and estimates used in the preparation of our financial statements:

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Revenue Recognition

Product Sales, net

We sell CAPLYTA to a limited number of customers which include national and regional distributors. These customers subsequently resell our products to retail pharmacies, specialty pharmacy providers, and certain medical centers or hospitals. In addition to distribution agreements with customers, we enter into arrangements with health care providers and payers that obligate us to have government mandated and/or privately negotiated rebates, chargebacks, and discounts with respect to the purchase of our products. We also voluntarily offer ~~voluntary~~ patient assistance programs which are intended to provide financial assistance to qualified commercially-insured patients. We recognize revenue on product sales when the customer obtains control of our product, which occurs upon delivery. Product revenues are recorded net of applicable reserves for the sales obligations that are considered variable consideration, including rebates, discounts and allowances, among others.

Government and Payer Rebates— We contract with certain Medicaid, managed care and private payer organizations, primarily insurance companies and pharmacy benefit managers, for the payment of rebates with respect to utilization of ~~its~~our product. The allowance for rebates is based on statutory discount rates or contractual percentages, estimated payer mix, and expected utilization. Our liability for these rebates consists of invoices received for claims from prior periods that have not been paid or for which an invoice has not yet been received, estimates of ~~unpaid~~ claims for the current ~~quarter~~period, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period.

Research and Development Expenses

Research and development costs primarily consist of external costs for contract services, such as pre-clinical testing, manufacturing and related testing, clinical trial activities; and internal recurring costs for ~~labor~~salaries, share-based compensation and ~~benefits,~~related ~~facilities~~benefit costs and other costs. We recognize our research and development expenses as the ~~services~~work ~~are~~is incurred.

We have entered into various research and development contracts with clinical research organizations and other companies both inside and outside of the U.S. These agreements are generally cancellable. At the end of each financial reporting period, we record expenses incurred to date related to these agreements and recognize accruals or prepaid expenses, as appropriate. These accruals or prepaid expenses occur when billing terms under these contracts do not coincide with the timing of when the ~~work~~services isare ~~performed~~provided which determine the recording of expenses. Estimates are based on a number of factors, including our knowledge of the progress towards completion of the research and development activities, communication from the clinical research organizations or other companies of any actual costs incurred during the period that have not yet been invoiced, the costs included in the contracts, and invoicing to date under the contracts. Significant judgments and estimates are made in determining the accrued or prepaid balances at the end of any reporting period. ~~Actual results could differ from our estimates. Our historical estimates have not been materially different from the actual costs.~~

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Recently Issued Accounting Pronouncements

WeIn ~~review~~November ~~new~~2023, ~~accounting~~the ~~standards~~FASB toissued ~~determine~~ASU ~~the~~2023-07, ~~expected~~Segment ~~financial~~Reporting ~~impact,~~(Topic if280): ~~any~~Improvements to Reportable Segment Disclosures, ~~that~~requiring ~~the~~public ~~adoption~~entities ofto ~~each~~disclose ~~such~~information ~~standard~~about ~~will~~their ~~have.~~reportable ~~Based~~segments’ onsignificant ~~our~~expenses ~~assessment,~~and ~~recently~~other ~~issued~~segment ~~accounting~~items ~~pronouncements~~on ~~were~~an ~~determined~~interim toand beannual ~~either~~basis. ~~not~~Public ~~applicable~~entities orwith a single reportable segment are ~~expected~~also required to ~~have~~apply ~~minimal~~the ~~impact~~disclosure onrequirements. The standard is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025, with early adoption permitted. We adopted this pronouncement for the year ended December 31, 2024 and included additional disclosure regarding segments in Note 12 to our consolidated financial statements orincluded ~~related~~elsewhere ~~disclosures.~~in this report.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures. The amendments of this update are related to the rate reconciliation and income taxes paid, requiring consistent categories and greater disaggregation of information in the rate reconciliation as well as income taxes paid disaggregated by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. We are currently evaluating the potential impact that this new standard will have on our consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, designed to improve financial reporting by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods, including amounts and qualitative descriptions of inventory purchases, employee compensation, depreciation and intangible asset amortization, among other requirements. The standard is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis. Early adoption is permitted. We are currently evaluating the potential impact that this new standard will have on our consolidated financial statements and related disclosures.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Sensitivity. As of December 31, ~~2023~~2024, we had cash, cash equivalents, ~~marketable~~investment securities and restricted cash of approximately $~~499~~1.70 ~~million~~billion, consisting of cash deposited in highly rated financial institutions in the United States and in short-term U.S. Treasury bonds, money market funds, as well as high-grade corporate bonds and commercial paper. The primary objective of our investment activities is to preserve our capital for the purpose of funding operations and we do not enter into investments for trading or speculative purposes. We believe that we do not have material exposure to high-risk investments such as mortgage-backed securities, auction rate securities or other special investment vehicles within our money-market fund investments. We believe that we do not have any material exposure to changes in fair value as a result of changes in interest rates as we intend and have the ability to hold our investments to maturity. ~~Beginning in early 2022, interest rates began to rise increasing our interest income. These rates have stabilized in the second half of 2023.~~ During ~~2023~~2024, there was an unrealized gain ~~primarily~~ due to ~~maturities~~decreases ofin ~~lower~~interest ~~yielding~~rates ~~investments~~ that resulted in a net unrealized gain position of $0.12 million as of December 31, ~~2023~~2024. ~~Declines in interest rates in future periods would reduce future investment income.~~

69Inflation Risk. Inflation generally affects us by increasing our cost of labor, clinical trial costs, and other outsourced activities. To date, inflation has not had a material impact on our business. Should global inflation increase in the future, we expect increases in clinical trial, selling, labor, and other operating costs. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases of our product. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Capital Market Risk. Although we receive product revenues from commercial sales of CAPLYTA, we may in the future raise funds through other sources. One possible source of funding is through further securities offerings. Our ability to raise funds in this manner depends upon capital market forces affecting our stock price among other things.

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Inflation Risk. Inflation generally may affect us by increasing our cost of labor, clinical trial costs and other outsourced activities. To date, inflation has not had a material impact on our business. Should global inflation increase in the future, we expect increases in clinical trial, selling, labor, and other operating costs. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases of our product. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Capital Market Risk. Although we receive product revenues from commercial sales of CAPLYTA, we may in the future, depend on funds raised through other sources. One possible source of funding is through further equity offerings. Our ability to raise funds in this manner depends upon capital market forces affecting our stock price among other things.

Foreign Currency Risk. Due to our operations outside of the United States, we are exposed to market risk related to changes in foreign currency exchange rates. Historically, our foreign currency exposure has been limited so we have not hedged for this exposure. Changes in the relative values of currencies occur regularly and, in some instances, could materially adversely affect our business, our results of operations or our cash flows. For the years ended December 31, 2023, 2022 and 2021, changes in foreign currency exchange rates did not have a material impact on our historical financial position, our business, our financial condition, our results of operations or our cash flows. A hypothetical 10% change in foreign currency rates would not have a material impact on our financial position or results of operations. However, there can be no assurance that changes in foreign currency exchange rates will not have a material adverse impact on us in the future.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INTRA-CELLULAR THERAPIES, INC.

Index to Financial Statements and Financial Statement Schedules						Number
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)						F-1
Consolidated Balance Sheets as of December 31, 2023 and 2022						F-4
Consolidated Balance Sheets as of December 31, 2024 and 2023						F-4
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021						F-5
Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023 and 2022						F-5
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2023, 2022 and 2021						F-6
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2024, 2023 and 2022						F-6
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021						F-7
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2024, 2023 and 2022						F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021						F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023 and 2022						F-8
Notes to Consolidated Financial Statements						F-9

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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

Item 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our principal executive officer and principal financial officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Form 10-K, have concluded that, based on such evaluation, our disclosure controls and procedures were effective at ~~the~~a reasonable assurance level to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2023~~2024. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).

Based on our assessment, management believes that, as of December 31, ~~2023~~2024, the Company’s internal control over financial reporting is effective based on those criteria.

Our independent registered public accounting firm has issued an audit report on the effectiveness of our internal control over financial reporting. This report appears further below in this Item 9A.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the fourth quarter ended December 31, ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Intra-Cellular Therapies, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Intra-Cellular Therapies, Inc. and ~~its~~ subsidiary's internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Intra-Cellular Therapies, Inc. and subsidiary (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2023~~2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2023~~2024 and the related notes and our report dated February 2221, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Baltimore, Maryland

February 2221, ~~2024~~2025

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Item 9B. OTHER INFORMATION

~~Not~~During ~~applicable.~~the fiscal quarter ended December 31, 2024, the following directors and executive officers adopted a "Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K of the Exchange Act):

•On November 15, 2024, Robert Van Nostrand, a Director of the Company, adopted a Rule 10b5-1 Sales Plan having an end date of June 16, 2025. The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of up to an aggregate of 20,000 shares of our common stock upon the exercise of stock options expiring on June 16, 2025. This Rule 10b5-1 Sales Plan was terminated on February 8, 2025.

•As previously disclosed on June 4, 2024, Suresh Durgam, M.D., Executive Vice President, Chief Medical Officer, adopted a Rule 10b5-1 Sales Plan having an end date of March 31, 2025. The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of an indeterminate number of shares of our common stock sufficient to cover Dr. Durgam’s tax liability (x) upon the vesting of restricted stock units for an aggregate of 29,220 shares of our common stock and (y) upon the vesting of performance restricted stock units for up to 11,017 shares of our common stock at maximum achievement of the performance vesting conditions (the “Durgam Sell-to-Cover Plan”). On November 25, 2024, Dr. Durgam, adopted a Rule 10b5-1 Sales Plan having an end date of May 30, 2025. The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of (i) an aggregate of up to the balance of the 29,220 shares of our common stock to be issued upon the vesting of restricted stock units, following the sales under the Durgam Sell-to-Cover Plan described in (x) above, and (ii) an aggregate of up to the balance of shares issuable upon the vesting of performance restricted stock units for up to 11,017 shares of our common stock at maximum achievement of the performance vesting conditions, following the sales under the Durgam Sell-to-Cover Plan described in (y) above. Both of these Rule 10b5-1 Sales Plans were terminated on January 24, 2025.

•On December 11, 2024, Sharon Mates, Ph.D., Chairman and Chief Executive Officer, adopted a Rule 10b5-1 Sales Plan, which commences subsequent to the completion of sales or the plan end date under her existing Rule 10b5-1 Sales Plan in March 2025, and has an end date of October 3, 2025. The plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) and provides for the sale of up to an aggregate of 273,872 shares of our common stock upon the exercise of stock options. These Rule 10b5-1 Sales Plans were terminated on January 24, 2025.

There were no other “Rule 10b5-1 trading arrangements” or “non-Rule 10b5-1 trading arrangements” (as each term is defined in Item 408 of Regulation S-K of the Exchange Act) adopted, modified or terminated during the fiscal quarter ended December 31, 2024 by our directors and executive officers.

Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Management and Corporate Governance,” “Delinquent Section 16(a) Reports,” and “Code of Ethics and Business Conduct” in the Company’s Proxy Statement for the ~~2024~~2025 Annual Meeting of Stockholders (the “Proxy Statement”). If the Proxy Statement is not filed within 120 days after the end of our fiscal year ended December 31, 2024, the information required by this item will be contained in the Form 10-K/A.

Item 11. EXECUTIVE COMPENSATION

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Executive Officer and Director Compensation,” “Compensation Discussion and Analysis,” “Management and Corporate Governance—Compensation Committee Interlocks and Insider Participation,” “Compensation Committee Report” and “Risks Related to Compensation Practices and Policies” in the ~~Company’s~~ Proxy Statement ~~for the 2024 Annual Meeting of Stockholders~~. The section titled “Pay Versus Performance” in the ~~Company’s 2024~~ Proxy Statement is not incorporated by reference herein.. If the Proxy Statement is not filed within 120 days after the end of our fiscal year ended December 31, 2024, the information required by this item will be contained in the Form 10-K/A.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in the ~~Company’s~~Proxy Statement. If the Proxy Statement ~~for~~is not filed within 120 days after the end of our fiscal year ended December 31, 2024, ~~Annual~~the ~~Meeting~~information ofrequired ~~Stockholders~~by this item will be contained in the Form 10-K/A.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The response to this item is incorporated by reference from the discussion responsive thereto under the captions “Certain Relationships and Related Person Transactions” and “Management and Corporate Governance” in the ~~Company’s~~Proxy Statement. If the Proxy Statement ~~for~~is not filed within 120 days after the end of our fiscal year ended December 31, 2024, ~~Annual~~the ~~Meeting~~information ofrequired ~~Stockholders~~by this item will be contained in the Form 10-K/A.

Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The response to this item is incorporated by reference from the discussion responsive thereto under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in the ~~Company’s~~Proxy Statement. If the Proxy Statement ~~for~~is not filed within 120 days after the end of our fiscal year ended December 31, 2024, ~~Annual~~the ~~Meeting~~information ofrequired ~~Stockholders~~by this item will be contained in the Form 10-K/A.

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PART IV

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


Item 15(a).						The following documents are filed as part of this annual report on Form 10-K:

Item 15(a)(1) and (2)						See “Index to Financial Statements and Financial Statement Schedules” at Item 8 to this Annual Report on Form 10-K. Other financial statement schedules have not been included because they are not applicable or the information is included in the financial statements or notes thereto.

Item 15(a)(3)						Exhibits

						The following is a list of exhibits filed as part of this Annual Report on Form 10-K.

ExhibitNumber

Exhibit Description

FiledHerewith

Incorporatedby Referenceherein fromForm orSchedule

Filing Date

SEC File/Reg. Number

2.1

Agreement and Plan of Merger, dated as of August 23, 2013, by and among the Registrant, ITI, Inc. and Intra-Cellular Therapies, Inc.

8-K(Exhibit 2.1)

8/29/2013

000-54896

2.2

Agreement and Plan of Merger, dated as of August 29, 2013, by and between the Registrant and Intra-Cellular Therapies, Inc., relating to the name change of the Registrant.

8-K(Exhibit 2.2)

9/5/2013

000-54896

3.1

Restated Certificate of Incorporation of the Registrant, as amended.

10-Q(Exhibit 3.1)

8/9/2021

001-36274

2.3

Agreement and Plan of Merger, dated as of January 10, 2025, by and among Johnson & Johnson, Fleming Merger Sub, Inc. and the Registrant. ***

8-K(Exhibit 2.1)

1/13/2025

001-36274

3.1

Restated Certificate of Incorporation of the Registrant, as amended.

3.2

Certificate of Merger relating to the Merger of ITI, Inc. with and into Intra-Cellular Therapies, Inc., filed with the Secretary of State of the State of Delaware on August 29, 2013.

8-K(Exhibit 3.3)

9/5/2013

000-54896

3.3

Certificate of Ownership and Merger relating to the Merger of Intra-Cellular Therapies, Inc. with and into the Registrant, filed with the Secretary of State of the State of Delaware on August 29, 2013, relating to the name change of the Registrant.

8-K(Exhibit 3.4)

9/5/2013

000-54896

3.4

Restated Bylaws of the Registrant.

8-K(Exhibit 3.5)

9/5/2013

000-54896

4.1

Form of common stock certificate.

8-K(Exhibit 4.1)

9/5/2013

000-54896

4.2

Description of securities.

10.1

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

8-K(Exhibit 10.1)

8/9/2022

001-36274

Amendment No. 1 to License Agreement dated as of November 3, 2010 by and between Bristol-Meyers Squibb Company and Intra-Cellular Therapies, Inc.

8-K(Exhibit 10.1.2)

9/5/2013

000-54896

10.2

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

10-K(Exhibit 10.2)

3/1/2023

001-36274

10.3

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

10-Q(Exhibit 10.1)

11/9/2020

001-36274

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

10-K(Exhibit 10.3.2)

3/1/2023

001-36274

10.4

Employment Agreement effective as of February 26, 2008 by and between Sharon Mates, Ph.D. and Intra-Cellular Therapies, Inc.*

8-K(Exhibit 10.3)

9/5/2013

000-54896

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ExhibitNumber

Exhibit Description

FiledHerewith

Incorporatedby Referenceherein fromForm orSchedule

Filing Date

SEC File/Reg. Number

10.4

Employment Agreement effective as of February 26, 2008 by and between Sharon Mates, Ph.D. and Intra-Cellular Therapies, Inc.*

8-K(Exhibit 10.3)

9/5/2013

000-54896

10.5

Employment Agreement effective as of August 3, 2015 by and between Michael I. Halstead and Intra-Cellular Therapies, Inc.*

10-Q(Exhibit 10.1)

11/5/2015

001-36274

Amendment No. 1 to Employment Agreement dated as of November 9, 2016 by and between Michael I. Halstead and Intra-Cellular Therapies, Inc.*

10-Q(Exhibit 10.1)

11/9/2016

001-36274

10.6

~~Employment~~Offer ~~Agreement~~Letter, ~~effective~~dated as of ~~February~~August 262, ~~2008~~2024, by and between ~~Lawrence~~Sanjeev J.Narula ~~Hineline~~ and Intra-Cellular Therapies, Inc.*

8-K(Exhibit 10.41)

98/57/~~2013~~2024

001-36274

10.7

Employment Agreement effective as of ~~October~~August 1512, ~~2018~~2024 by and between ~~Mark~~Sanjeev ~~Neumann~~Narula and Intra-Cellular Therapies, Inc.*

10-K(Exhibit 10.92)

28/277/~~2019~~2024

001-36274

10.8

Employment Agreement effective as of ~~September~~October 1215, 2018 by and between ~~Suresh~~Mark ~~Durgam,~~Neumann ~~M.D.~~ and Intra-Cellular Therapies, Inc. *

10-K(Exhibit 10.89)

32/127/~~2022~~2019

001-36274

10.9

~~Employee~~Employment ~~Proprietary Information, Inventions, and Non-Competition~~ Agreement effective as of September 112, ~~2003~~2018 by and between ~~Sharon~~Suresh ~~Mates~~Durgam, PhM.D. and Intra-Cellular Therapies, Inc.*

810-K(Exhibit 10.8)

93/51/~~2013~~2022

~~000~~001-~~54896~~36274

10.10

~~Employee~~Form ~~Proprietary Information, Inventions, and Non-Competition Agreement effective as~~ of ~~July~~Release ~~29,~~replacing ~~2014~~the byversion ~~and~~included ~~between~~in ~~Michael~~each ~~Halstead~~executive ~~and~~officer ~~Intra-Cellular~~employment ~~Therapies, Inc~~agreement.*

10-KQ(Exhibit 10.116)

310/1230/~~2015~~2024

001-36274

10.11

~~Employee~~Employment ~~Proprietary Information, Inventions, and Non-Competition~~ Agreement effective as of ~~December~~February 126, ~~2003~~2008 by and between Lawrence J. Hineline and Intra-Cellular Therapies, Inc.*

8-K(Exhibit 10.94)

9/5/2013

000-54896

10.12

~~Employee~~Separation ~~Proprietary Information~~Agreement, ~~Inventions,~~dated ~~Inventions, and Non-Competition Agreement effective~~ as of ~~December~~August 102, ~~2018~~2024, by and between ~~Mark Neumann and~~ Intra-Cellular Therapies, Inc. and Lawrence J. Hineline*

108-K(Exhibit 10.164)

28/277/~~2019~~2024

001-36274

10.13

~~Employee~~Consulting ~~Proprietary Information~~Agreement, ~~Inventions,~~dated ~~Inventions, and Non-Competition Agreement effective~~ as of ~~September~~August 122, ~~2018~~2024, by and between ~~Suresh Durgam, M.D. and~~ Intra-Cellular Therapies, Inc. and Lawrence J. Hineline*

108-K(Exhibit 10.135)

38/17/~~2022~~2024

001-36274

10.14

Form of ~~Indemnification~~Amended ~~Agreement~~and byRestated ~~and~~Employee ~~between~~Proprietary ~~the~~Information, ~~Company~~Inventions, and ~~its~~Non-Competition ~~directors~~Agreement ~~and~~of ~~executive~~Intra-Cellular ~~officers~~Therapies, Inc. with each executive officer*

810-KQ(Exhibit 10.137)

910/530/~~2013~~2024

~~000~~001-~~54896~~36274

10.15

~~2003~~Form ~~Equity~~of ~~Incentive~~Indemnification ~~Plan,~~Agreement asby ~~amended~~and between the Registrant and its directors and executive officers.*

8-K(Exhibit 10.1413)

9/5/2013

000-54896

10.16

~~Form of Stock Option Agreement under the~~ 2003 Equity Incentive Plan, as amended.*

8-K(Exhibit 10.1514)

9/5/2013

000-54896

10.17

~~Amended~~Form ~~and~~of ~~Restated~~Stock ~~2013~~Option Agreement under the 2003 Equity Incentive Plan, as amended.*

8-K(Exhibit 10.115)

69/185/~~2015~~2013

~~001~~000-~~36274~~54896

10.18

~~Form~~Amended ofand ~~Stock~~Restated ~~Option Agreement under the~~ 2013 Equity Incentive Plan.*

108-K(Exhibit 10.191)

36/2518/~~2014~~2015

001-36274

10.19

~~Amended~~Form ~~and~~of ~~Restated~~Stock ~~2018~~Option Agreement under the 2013 Equity Incentive Plan.*

810-K(Exhibit 10.119)

53/2825/~~2020~~2014

001-36274

10.20

~~Form~~Amended ofand ~~Stock~~Restated ~~Option Agreement under the~~ 2018 Equity Incentive Plan.*

8-K(Exhibit 10.21)

6/2118/~~2018~~2024

001-36274

10.21

Form of ~~Director~~ Stock Option Agreement under the 2018 Equity Incentive Plan.*

8-K(Exhibit 10.32)

6/21/2018

001-36274

10.22

Form of ~~Restricted~~Director Stock ~~Unit~~Option Agreement under the 2018 Equity Incentive Plan.*

8-K(Exhibit 10.43)

6/21/2018

001-36274

10.23

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

8-K(Exhibit 10.4)

6/21/2018

001-36274

7682

Table of Contents

ExhibitNumber

Exhibit Description

FiledHerewith

Incorporatedby Referenceherein fromForm orSchedule

Filing Date

SEC File/Reg. Number

10.23

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

8-K(Exhibit 10.5)

6/21/2018

001-36274

10.24

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

8-K(Exhibit 10.5)

6/21/2018

001-36274

10.24

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

10-Q(Exhibit 10.2)

8/10/2020

001-36274

10.25

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

10-Q(Exhibit 10.2)

8/10/2020

001-36274

10.25

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

10-Q(Exhibit 10.3)

8/10/2020

001-36274

10.26

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

10-Q(Exhibit 10.3)

8/10/2020

001-36274

10.26

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

10-Q(Exhibit 10.4)

8/10/2020

001-36274

10.27

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

10-Q(Exhibit 10.4)

8/10/2020

001-36274

10.27

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

10-Q(Exhibit 10.5)

8/10/2020

001-36274

10.28

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

10-Q(Exhibit 10.5)

8/10/2020

001-36274

10.28

Non-Employee Director Compensation Policy, as amended.*

10-Q(Exhibit 10.2)

5/4/2023

001-36274

10.29

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

S-8(Exhibit 99.2)

6/25/2024

333-280463

10.29

Redemption Agreement dated as of August 29, 2013 by and between the Registrant and NLBDIT 2010 Services, LLC.

8-K(Exhibit 10.17)

9/5/2013

000-54896

10.30

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

S-8(Exhibit 99.3)

6/25/2024

333-280463

10.30

Indemnity Agreement dated as of August 29, 2013 by and among the Registrant, Intra-Cellular Therapies, Inc. and Samir N. Masri.

8-K(Exhibit 10.18)

9/5/2013

000-54896

10.31

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

S-8(Exhibit 99.4)

6/25/2024

333-280463

10.31

Registration Rights Agreement dated as of August 29, 2013 by and among Intra-Cellular Therapies, Inc., the stockholders named therein and the Registrant.

8-K(Exhibit 10.19)

9/5/2013

000-54896

10.32

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

S-8(Exhibit 99.5)

6/25/2024

333-280463

10.32

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

10-K(Exhibit 10.32)

3/2/2020

001-36274

10.33

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

S-8(Exhibit 99.6)

6/25/2024

333-280463

10.33

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

10-K(Exhibit 10.33)

3/2/2020

001-36274

10.34

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

S-8(Exhibit 99.7)

6/25/2024

333-280463

10.34

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

10-K(Exhibit 10.34)

3/2/2020

001-36274

10.35

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

10-Q(Exhibit 10.2)

5/7/2024

001-36274

10.35

Intra-Cellular Therapies, Inc. Clawback Policy. *

10.36

Non-Employee Director Compensation Policy, as amended.*

10-Q(Exhibit 10.1)

5/7/2024

001-36274

10.37

Redemption Agreement dated as of August 29, 2013 by and between the Registrant and NLBDIT 2010 Services, LLC.

8-K(Exhibit 10.17)

9/5/2013

000-54896

10.38

Indemnity Agreement dated as of August 29, 2013 by and among the Registrant, Intra-Cellular Therapies, Inc. and Samir N. Masri.

8-K(Exhibit 10.18)

9/5/2013

000-54896

10.39

Registration Rights Agreement dated as of August 29, 2013 by and among Intra-Cellular Therapies, Inc., the stockholders named therein and the Registrant.

8-K(Exhibit 10.19)

9/5/2013

000-54896

10.40

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

10-K(Exhibit 10.32)

3/2/2020

001-36274

10.41

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

10-K(Exhibit 10.33)

3/2/2020

001-36274

10.42

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

10-K(Exhibit 10.34)

3/2/2020

001-36274

Insider Trading Policy, as amended.*

21.1

Subsidiaries.

10-K(Exhibit 21.1)

3/1/2023

001-36274

23.1

Consent of Ernst & Young LLP.

24.1

Power of Attorney (included on signature page to this Annual Report on Form 10-K)

31.1

Certification of the Chief Executive Officer.

31.2

Certification of the Chief Financial Officer.

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

.INS

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

.SCH

Inline XBRL Taxonomy Extension Schema Document.

.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

.DEF

Inline XBRL Taxonomy Extension Definition.

.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

.PRE

Inline XBRL Taxonomy Presentation Linkbase Document.

7783

Table of Contents

ExhibitNumber

Exhibit Description

FiledHerewith

Incorporatedby Referenceherein fromForm orSchedule

Filing Date

SEC File/Reg. Number

31.2

Certification of the Chief Financial Officer.

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Intra-Cellular Therapies, Inc. Clawback Policy. *

10-K(Exhibit 10.35)

2/22/2024

001-36274

101

.INS

Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

.SCH

Inline XBRL Taxonomy Extension Schema Document.

.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

.DEF

Inline XBRL Taxonomy Extension Definition.

.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

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Inline XBRL Taxonomy Presentation Linkbase Document.

104

Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).

*Management contract or compensatory plan or arrangement.

**Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions (i) are not material and (ii) are the type of information that the Company treats as private or confidential.

***Schedules (or similar attachments) have been omitted from this filing pursuant to Item 601(a)(5) of Regulations S-K. A copy of any omitted schedule will be furnished to the SEC upon request.

Item 16. FORM 10-K SUMMARY

Not applicable.

7884

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	INTRA-CELLULAR THERAPIES, INC.
Date: February 22, 2024	By:	/s/ Sharon Mates, Ph.D.
Date: February 21, 2025	By:	/s/ Sharon Mates, Ph.D.
		Sharon Mates, Ph.D.
		Chairman, President and Chief Executive Officer
		Chairman and Chief Executive Officer

POWER OF ATTORNEY

Each person whose individual signature appears below hereby authorizes and appoints Sharon Mates, Ph.D. with full power of substitution and resubstitution and full power to act, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this report and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorney-in-fact and agent or her substitute or substitutes may lawfully do or cause to be done by virtue thereof

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signatures

Title

Date

By:

/s/ Sharon Mates, Ph.D.

Chairman, ~~President~~ and Chief Executive Officer (principal executive officer)

February 2221, ~~2024~~2025

Sharon Mates, Ph.D.

By:

/s/ ~~Lawrence~~Sanjeev ~~J. Hineline~~Narula

~~Senior~~Executive Vice President, ofChief ~~Finance andChief~~ Financial Officer and Treasurer (principal financial officer and principal accounting officer)

February 2221, ~~2024~~2025

Lawrence J. Hineline

Sanjeev Narula

By:

/s/ Joel S. Marcus

Director

February 2221, ~~2024~~2025

Joel S. Marcus

By:

/s/ Rory B. Riggs

Director

February 2221, ~~2024~~2025

Rory B. Riggs

By:

/s/ Eduardo Rene Salas

Director

February 2221, ~~2024~~2025

Eduardo Rene Salas

By:

/s/ Robert L. Van Nostrand

Director

February 2221, ~~2024~~2025

Robert L. Van Nostrand

7985

Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Intra-Cellular Therapies, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Intra-Cellular Therapies, Inc. and subsidiary (the Company) as of December 31, ~~2023~~2024 and ~~2022~~2023, the related consolidated statements of operations, comprehensive loss, stockholders’ equity and cash flows for each of the three years in the period ended December 31, ~~2023~~2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2023~~2024, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, ~~2023~~2024 based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 2221, ~~2024~~2025 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-1

Table of Contents

						Clinical trial expenses
						Reserves for variable consideration associated with government and payer rebates
Description of the Matter						As described in Note 2 to the consolidated financial statements, atproduct ~~each~~sales ~~consolidated~~are ~~balance~~calculated ~~sheet~~based ~~date,~~on the wholesale acquisition cost that the Company ~~recognizes~~charges ~~research~~to ~~and~~distributors ~~development~~for ~~expenses,~~CAPLYTA less variable consideration for which ~~include~~reserves ~~clinical~~are ~~trials,~~established asto ~~the~~arrive ~~services~~at ~~are~~net ~~incurred~~product sales. ~~When~~Variable ~~recording~~consideration ~~the~~includes ~~estimate~~estimates ofto ~~clinical~~record ~~trial~~government ~~costs~~and ~~incurred,~~payer ~~the~~rebates ~~Company~~that isare ~~required~~recorded towithin ~~evaluate~~accrued ~~the~~customer ~~progress~~programs ~~toward~~on ~~completion~~the ofconsolidated ~~contractually~~balance ~~agreed~~sheets. ~~upon~~These ~~tasks~~estimates ~~using~~involve ~~subject~~the ~~enrollment,~~use ~~clinical~~of ~~site~~significant ~~activations~~assumptions and ~~other~~judgements ~~information~~to ~~provided~~arrive at the best estimate subject to the ~~Company~~constraint byassociated ~~vendors.~~with ~~Since~~revenue ~~billings~~recognition under ~~the~~ASC ~~contracts~~606.The ~~with~~principal ~~third~~considerations ~~parties~~in ~~may~~our ~~not~~determination ~~coincide~~that ~~with~~this ~~costs~~was ~~incurred~~a tocritical ~~date,~~audit ~~the~~matter ~~Company~~is ~~must~~how ~~apply~~the significant ~~judgment~~assumptions and judgments create measurement uncertainty in developing the reserves for variable consideration to ~~determine~~arrive at net product sales. These subjective assumptions and estimates include the estimated ~~expense~~units ~~and~~of ~~related~~inventory ~~balance~~in ~~sheet~~the ~~positions~~distribution channel at period end~~.Our~~, ~~principal~~the ~~consideration~~assumption inof ~~evaluating~~the ~~this~~final aspayer aclass ~~critical~~and ~~audit~~the ~~matter~~rebate ~~focused~~percentage onassociated ~~certain~~with ~~phase~~this 3payer ~~studies~~class. ~~with~~These ~~active~~estimates ~~subject~~and ~~enrollment~~assumptions ~~due~~were developed using internal and external sources to estimate product in the ~~significant~~distribution ~~contractual~~channel, ~~obligations~~payer mix, prescription volumes and historical experience. In addition, for the ~~high~~Medicaid ~~degree~~payer ofclass, ~~subjectivity~~the ~~and~~rebates ~~estimation~~must also consider applicable government pricing requirements which required the involvement of ~~management~~a specialist due to ~~determine~~the complex nature of calculations, and the ~~costs~~inherent ~~incurred~~lag atbetween ~~period~~initial ~~end~~estimate and the final settlement of amounts owed to the respective Medicaid programs.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company’'s estimation of ~~the~~reserves ~~clinical~~for ~~trial~~variable ~~expenses,~~consideration ~~including~~under ~~the~~ASC ~~process~~606 offor ~~estimating~~government ~~the~~and ~~expenses~~payer ~~incurred to date based on the progress of these phase 3 clinical trials~~rebates. For example, we ~~observed~~tested controls over management’'s ~~key~~calculations ~~review~~for ~~control~~government ~~which~~and ~~included~~payer ~~quarterly~~rebates ~~interviews~~which ~~with~~included ~~clinical~~a ~~research~~review ~~organizations~~of ~~(CROs)~~key inputs and ~~related~~assumptions ~~documentation~~such toas ~~support~~the ~~management’s~~estimated ~~estimate~~units ofin ~~costs~~the ~~incurred~~inventory channel at period end. Wethat ~~also~~have ~~tested~~not ~~controls~~reached ~~over~~a ~~management’s~~patient, ~~review~~prescription ofvolume ~~the~~activity ~~clinical~~for ~~trial~~CAPLYTA, ~~expense~~the ~~calculation~~percentage ~~including~~distribution ~~controls~~of ~~over~~ the ~~completeness~~payer ~~and~~mix ~~accuracy~~for ofthose ~~data~~sales ~~inputs.To~~where ~~test~~ the ~~clinical~~payer ~~trial~~has ~~expense~~not ~~for~~been identified and the ~~applicable~~rate ~~studies,~~applied weto ~~performed~~Medicaid ~~procedures~~and ~~that~~Managed ~~included,~~Care ~~among~~payers. ~~others:~~We 1)tested ~~read~~management's ~~each~~controls ~~agreement~~related to the completeness and ~~change~~accuracy ~~order~~of ~~with~~key ~~the~~inputs, ~~principal~~identification ~~vendors~~of ~~supporting~~and ~~the~~review of applicable ~~phase~~agreements 3and ~~clinical~~the ~~study,~~calculations 2)supporting ~~evaluated~~the estimates. To test the ~~significant~~reserves ~~assumptions~~for ~~related~~variable toconsideration ~~enrollment,~~associated ~~patient~~with ~~costs~~government and ~~other~~payer ~~components~~rebates, ofour ~~the~~audit ~~study~~procedures ~~budget~~included, ~~used~~among toothers, ~~develop~~examining the ~~clinical~~support ~~trial~~for ~~expense~~key ~~estimates~~inputs and ~~calculated~~assumptions ~~the~~and ~~amounts~~testing ~~that~~the ~~were~~calculations ~~accrued~~prepared orby ~~prepaid~~management. atAs ~~the~~part ~~balance~~of ~~sheet~~our ~~date~~procedures, 3)we ~~tested~~considered ~~the~~changes ~~completeness~~in ~~and~~contractual ~~accuracy~~terms, ofprescription ~~invoicing~~trends, ~~activity~~and ~~associated~~review ~~with~~of ~~the~~actual ~~Company’s~~payments ~~contractual~~under ~~obligations~~these arrangements.Furthermore, 4)to ~~confirmed~~test ~~with~~ the ~~CRO~~variable ~~the~~consideration ~~work~~associated ~~orders,~~with ~~change~~government ~~orders~~rebates, ~~enrollment~~we ~~data~~involved ~~and~~our ~~invoicing~~specialist ~~activity~~to ~~included~~assist in ~~management’s calculation, 5) assessed~~ the ~~historical~~evaluation ~~accuracy~~ of ~~estimates~~government ~~previously~~pricing ~~made~~inputs byfor ~~management~~government rebates.

F-2

Table of Contents

						Reserves for variable consideration associated with Medicaid and Managed Care payer rebates
						Clinical trial expenses
Description of the Matter						As described in Note 2 to the consolidated financial statements, ~~product~~at ~~sales~~each ~~are~~consolidated ~~calculated~~balance ~~based~~sheet ondate, the ~~wholesale acquisition cost that the~~ Company ~~charges~~recognizes toresearch ~~distributors~~and ~~for~~development ~~CAPLYTA~~expenses, ~~less variable consideration for~~ which ~~reserves~~include ~~are~~clinical ~~established~~trials, toas ~~arrive~~the atservices ~~net product sales. Variable consideration includes estimates to record Medicaid and Managed Care payer rebates that~~ are ~~recorded within Accrued customer programs~~incurred. ~~These~~When ~~estimates~~recording ~~involve~~ the ~~use~~estimate of ~~significant~~clinical ~~assumptions~~trial ~~and~~costs ~~judgements~~incurred, ~~to arrive at~~ the ~~best~~Company ~~estimate~~is ~~subject~~required to evaluate the ~~constraint~~progress ~~associated~~toward ~~with~~completion ~~revenue~~of ~~recognition~~contractually ~~under~~agreed ~~ASC~~upon ~~606.The~~tasks ~~principal~~using ~~considerations~~subject inenrollment, ~~our~~clinical ~~determination~~site ~~that~~activations ~~this~~and ~~was~~other ainformation ~~critical~~provided ~~audit~~to ~~matter~~the isCompany ~~how~~by ~~the~~vendors. ~~significant~~Since ~~assumptions~~billings ~~and~~under ~~judgments~~the ~~create~~contracts ~~measurement~~with ~~uncertainty~~third inparties ~~developing~~may ~~the~~not ~~reserves~~coincide ~~for~~with ~~variable~~costs ~~consideration~~incurred to ~~arrive~~date, atthe ~~net~~Company ~~product~~must ~~sales.~~apply ~~These~~significant ~~subjective~~judgment ~~assumptions~~to ~~and~~determine ~~estimates include~~ the estimated ~~units~~expense ofand ~~inventory~~related inbalance ~~the~~sheet ~~distribution~~positions ~~channel~~ at period end,.Our ~~the~~principal ~~assumption~~consideration ofin ~~the~~evaluating ~~final payer class and the rebate percentage associated with~~ this ~~payer~~as ~~class.~~a ~~These~~critical ~~estimates~~audit ~~and~~matter ~~assumptions~~focused ~~were~~on ~~developed using internal and external sources to estimate product in~~ the ~~distribution~~Company’s ~~channel,~~phase ~~payer~~2 ~~mix, prescription volumes~~ and ~~historical~~3 ~~experience.~~studies Inwith ~~addition,~~active ~~for~~subject ~~the~~enrollment ~~Medicaid payer class, the rebates must also consider applicable government pricing requirements which required the involvement of a specialist~~ due to the ~~complex~~significant ~~nature~~contractual ofobligations ~~calculations,~~ and the ~~inherent~~high ~~lag~~degree ~~between~~of ~~initial~~subjectivity ~~estimate~~ and ~~the~~estimation ~~final~~required ~~settlement~~ of ~~amounts~~management ~~owed~~ to determine the ~~respective~~costs ~~Medicaid~~incurred ~~programs~~at period end.
How We Addressed the Matter in Our Audit						We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company'’s estimation of ~~reserves~~the ~~for~~clinical ~~variable~~trial ~~consideration~~expenses, ~~under~~including ~~ASC~~the ~~606~~process ~~for~~of ~~Medicaid~~estimating ~~and~~the ~~Managed~~expenses ~~Care~~incurred ~~payer~~to ~~rebates.~~date ~~For~~based ~~example,~~on wethe ~~tested~~progress ~~controls~~of ~~over~~these ~~management's~~phase ~~calculations~~2 ~~for~~and ~~Medicaid~~3 ~~and~~clinical ~~Managed~~trials. ~~Care~~For ~~payer~~example, ~~rebates~~we ~~which~~observed ~~included~~management’s akey review ofcontrol ~~key~~which ~~inputs~~included ~~and~~quarterly ~~assumptions~~interviews ~~such~~with asclinical ~~the~~research ~~estimated~~organizations ~~units~~(CROs) inand ~~the~~related ~~inventory~~documentation ~~channel~~to atsupport ~~period~~management’s ~~end~~estimate ~~that~~of ~~have~~costs ~~not~~incurred ~~reached~~at aperiod ~~patient,~~end. ~~prescription~~We ~~volume~~also ~~activity~~tested ~~for~~controls ~~CAPLYTA,~~over ~~the~~management’s ~~percentage~~review ~~distribution~~ of the ~~payer~~clinical ~~mix~~trial ~~for~~expense ~~those~~calculation ~~sales~~including ~~where~~controls ~~the~~over ~~payer has not been identified and~~ the ~~rate~~completeness ~~applied to Medicaid~~ and ~~Managed~~accuracy ~~Care~~of ~~payers~~data inputs.To Wetest ~~tested~~the ~~management's~~clinical ~~controls~~trial ~~related~~expense, towe ~~the~~performed ~~completeness~~procedures ~~and~~over ~~accuracy~~a sample of ~~key~~applicable ~~inputs~~studies, ~~identification~~that ofincluded, ~~and~~among ~~review~~others: of1) ~~applicable~~read agreements and ~~the~~change ~~calculations~~orders ~~supporting~~with the ~~estimates.~~principal Tovendors ~~test~~supporting the ~~reserves~~clinical ~~for~~studies, ~~variable~~2) ~~consideration~~evaluated ~~associated~~the ~~with~~significant ~~Medicaid~~assumptions ~~and~~related ~~Managed~~to ~~Care payer rebates~~enrollment, ~~our~~patient ~~audit~~costs ~~procedures~~and ~~included,~~other ~~among~~components ~~others,~~of ~~examining~~ the ~~support~~study ~~for~~budget ~~key~~used ~~inputs~~to ~~and~~develop ~~assumptions~~the ~~and~~clinical ~~testing~~trial ~~the~~expense ~~calculations~~estimates ~~prepared~~and bycalculated ~~management.~~the Asamounts ~~part~~that ofwere ~~our~~accrued ~~procedures,~~or weprepaid ~~considered~~at ~~changes~~the inbalance ~~contractual~~sheet ~~terms~~date, ~~prescription~~3) ~~trends,~~tested the completeness and ~~review~~accuracy of ~~actual~~invoicing ~~payments~~activity ~~under~~associated ~~these~~with ~~arrangements.Furthermore,~~the toCompany’s ~~test~~contractual ~~the~~obligations, ~~variable~~and ~~consideration~~4) ~~associated~~confirmed with ~~Medicaid~~the ~~rebates,~~CRO wethe ~~involved~~work ~~our~~orders, ~~specialist~~change toorders, ~~assist~~enrollment indata ~~the~~and ~~evaluation~~invoicing ofactivity ~~government~~included ~~pricing~~in ~~inputs~~management’s ~~for Medicaid rebates~~calculation.

/s/ Ernst & Young LLP

We have served as the Company’s auditor since 2002.

Baltimore, Maryland

February 2221, ~~2024~~2025

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Table of Contents

Intra-Cellular Therapies, Inc. and Subsidiary

Consolidated Balance Sheets (in thousands except share and per share amounts)

	December 31,2023		December 31,2022
	December 31,2024		December 31,2023
Assets
Current assets:
Cash and cash equivalents	$	~~147~~306,~~767~~948	$	~~148~~147,~~615~~767
Investment securities, available-for-sale	~~350~~694,~~174~~118		~~443~~350,~~290~~174
Restricted cash	1,750		1,750
Accounts receivable, net	~~114~~166,~~018~~500		75114,~~189~~018
Inventory	1126,~~647~~283		2311,~~920~~647
Prepaid expenses and other current assets	42111,~~443~~765		4542,~~193~~443
Total current assets	~~667~~1,~~799~~307,364		~~737~~667,~~957~~799
Property and equipment, net	1,~~654~~468		1,~~913~~654
Right of use assets, net	1213,~~928~~428		1412,~~824~~928
Inventory, non-current	38,~~621~~890		—38,621
Other assets	75,~~293~~762		867,293
Total assets	$	~~728~~1,~~295~~366,912	$	~~754~~728,~~780~~295
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	1126,~~452~~074	$	1011,~~395~~452
Accrued and other current liabilities	2765,~~944~~215		1927,~~657~~944
Accrued customer programs	5375,~~173~~408		2553,~~621~~173
Accrued employee benefits	2734,~~364~~774		2227,~~996~~364
Operating lease liabilities	34,~~612~~233		43,~~567~~612
Total current liabilities	~~123~~205,~~545~~704		83123,~~236~~545
Operating lease liabilities, non-current	1312,~~326~~748		1513,~~474~~326
Total liabilities	~~136~~218,~~871~~452		98136,~~710~~871
Stockholders’ equity:
Common stock, $0.0001 par value: 175,000,000 shares authorized at December 31, 2023 and December 31, 2022, respectively; 96,379,811 and 94,829,794 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	10		9
Common stock, $0.0001 par value: 175,000,000 shares authorized at December 31, 2024 and December 31, 2023, respectively; 106,240,009 and 96,379,811 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively	11		10
Additional paid-in capital	2,~~208~~840,~~470~~094		2,~~137~~208,~~737~~470
Accumulated deficit	(1,~~617~~691,~~160~~836)		(1,~~477~~617,~~486~~160)
Accumulated comprehensive income (loss)	104		(4,190)
Accumulated comprehensive income	191		104
Total stockholders’ equity	~~591~~1,~~424~~148,460		~~656~~591,~~070~~424
Total liabilities and stockholders’ equity	$	~~728~~1,~~295~~366,912	$	~~754~~728,~~780~~295

See accompanying notes to consolidated financial statements.

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Table of Contents

Intra-Cellular Therapies, Inc. and Subsidiary

Consolidated Statements of Operations (in thousands except share and per share amounts)

Years Ended December 31,

2023

2022

2021

2024

2023

2022

Revenues

Product sales, net

~~462~~680,~~175~~501

~~249~~462,~~132~~175

81249,~~708~~132

Grant revenue

~~2,195~~351

12,~~182~~195

21,~~095~~182

Total revenues, net

~~464~~680,~~370~~852

~~250~~464,~~314~~370

83250,~~803~~314

Operating expenses:

Cost of product sales

3356,~~745~~963

2033,~~443~~745

820,~~035~~443

Selling, general and administrative

~~409~~504,~~864~~489

~~358~~409,~~782~~864

~~272~~358,~~611~~782

Research and development

~~180~~236,~~142~~121

~~134~~180,~~715~~142

88134,~~845~~715

Total operating expenses

~~623~~797,~~751~~573

~~513~~623,~~940~~751

~~369~~513,~~491~~940

Loss from operations

(~~159~~116,~~381~~721)

(~~263~~159,~~626~~381)

(~~285~~263,~~688~~626)

Interest income

2042,~~343~~518

720,~~376~~343

17,~~568~~376

Loss before provision for income taxes

(~~139~~74,~~038~~203)

(~~256~~139,~~250~~038)

(~~284~~256,~~120~~250)

Income tax expense

(~~636~~473)

(6636)

(6)

Net loss

(~~139~~74,~~674~~676)

(~~256~~139,~~256~~674)

(~~284~~256,~~126~~256)

Net loss per common share:

Basic & Diluted

(10.4672)

(21.7246)

(32.5072)

Weighted average number of common shares:

Basic & Diluted

95103,~~881~~131,~~729~~017

9495,~~046~~881,~~670~~729

8194,~~253~~046,~~394~~670

See accompanying notes to consolidated financial statements.

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Intra-Cellular Therapies, Inc. and Subsidiary

Consolidated Statements of Comprehensive Loss (in thousands)

	Years Ended December 31,
	2023		2022		2021
	2024		2023		2022
Net loss	$	(~~139~~74,~~674~~676)	$	(~~256~~139,~~256~~674)	$	(~~284~~256,~~126~~256)
Other comprehensive income (loss):
Unrealized gain (loss) on investment securities	~~4,294~~87		(34,~~826)~~294		(~~845~~3,826)
Comprehensive loss	$	(~~135~~74,~~380~~589)	$	(~~260~~135,~~082~~380)	$	(~~284~~260,~~971~~082)

See accompanying notes to consolidated financial statements.

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Table of Contents

Intra-Cellular Therapies, Inc. and Subsidiary

Consolidated Statements of Stockholders’ Equity (in thousands except share amounts)

	Common Stock			AdditionalPaid-inCapital		AccumulatedDeficit		AccumulatedComprehensiveIncome (Loss)		TotalStockholders’Equity
	Shares	Amount
Balance at December 31, 2020	80,463,089	$	8	$	1,593,475	$	(937,104)	$	481	$	656,860
Exercise of stock options and issuances of restricted stock	1,419,331	—		11,519		—		—		11,519
Stock issued for services	4,545	—		179		—		—		179
Share-based compensation	—	—		34,303		—		—		34,303
Net loss	—	—		—		(284,126)		—		(284,126)
Other comprehensive loss	—	—		—		—		(845)		(845)
Balance at December 31, 2021	81,886,965	$	8	$	1,639,476	$	(1,221,230)	$	(364)	$	417,890
Common shares issued January 7, 2022	10,952,381	1		433,717		—		—		433,718
Exercise of stock options and issuances of restricted stock	1,988,775	—		21,441		—		—		21,441
Stock issued for services	1,673	—		90		—		—		90
Share-based compensation	—	—		43,013		—		—		43,013
Net loss	—	—		—		(256,256)		—		(256,256)
Other comprehensive loss	—	—		—		—		(3,826)		(3,826)
Balance at December 31, 2022	94,829,794	$	9	$	2,137,737	$	(1,477,486)	$	(4,190)	$	656,070
Exercise of stock options and issuances of restricted stock	1,548,468	1		17,809		—		—		17,810
Stock issued for services	1,549	—		92		—		—		92
Share-based compensation	—	—		52,832		—		—		52,832
Net loss	—	—		—		(139,674)		—		(139,674)
Other comprehensive income	—	—		—		—		4,294		4,294
Balance at December 31, 2023	96,379,811	$	10	$	2,208,470	$	(1,617,160)	$	104	$	591,424
Common shares issued April 24, 2024	7,876,713	1		543,085		—		—		543,086
Exercise of stock options and issuances of restricted stock	1,982,340	—		24,422		—		—		24,422
Stock issued for services	1,145	—		82		—		—		82
Share-based compensation	—	—		64,035		—		—		64,035
Net loss	—	—		—		(74,676)		—		(74,676)
Other comprehensive income	—	—		—		—		87		87
Balance at December 31, 2024	106,240,009	$	11	$	2,840,094	$	(1,691,836)	$	191	$	1,148,460

See accompanying notes to consolidated financial statements.

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Table of Contents

Intra-Cellular Therapies, Inc. and Subsidiary

Consolidated Statements of Cash Flows (in thousands)

Years Ended December 31,

2023

2022

2021

2024

2023

2022

Cash flows used in operating activities

Net loss

(~~139~~74,~~674~~676)

(~~256~~139,~~256~~674)

(~~284~~256,~~126~~256)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation

~~528~~508

~~656~~528

~~533~~656

Share-based compensation

5264,~~832~~035

4352,~~013~~832

3443,~~303~~013

Stock issued for services

9282

9092

~~179~~90

Amortization of premiums and accretion of discounts on investment securities, net

(89,~~400~~029)

~~447~~(8,400)

~~(4,080)~~447

Changes in operating assets and liabilities:

Accounts receivable, net

(3852,~~829~~482)

(5538,~~033~~829)

(955,~~391~~033)

Inventory

(2614,~~348~~905)

(1526,~~972~~348)

(~~892~~15,972)

Prepaid expenses and other assets

(467,~~457~~791)

(194,~~749~~457)

(1119,~~208~~749)

Accounts payable

114,~~057~~622

1,~~704~~057

31,~~189~~704

Accrued and other current liabilities

837,~~287~~271

8,~~584~~287

38,~~177~~584

Accrued customer programs

2722,~~552~~235

1927,~~657~~552

219,~~958~~657

Accrued employee benefits

47,~~368~~410

24,~~099~~368

52,~~989~~099

Lease liabilities, net

(~~1,207~~457)

~~574~~(1,207)

~~(175)~~574

Net cash used in operating activities

(~~124~~73,~~199~~177)

(~~270~~124,~~186~~199)

(~~259~~270,~~544~~186)

Cash flows provided by (used in) investing activities

Cash flows (used in) provided by investing activities

Purchases of investments

(~~415~~739,~~269~~679)

(~~759~~415,~~209~~269)

(~~224~~759,~~575~~209)

Maturities of investments

~~521~~404,~~079~~851

~~631~~521,~~614~~079

~~505~~631,~~244~~614

Purchases of property and equipment

(~~269~~322)

(~~778~~269)

(~~325~~778)

Net cash provided by (used in) investing activities

105,541

(128,373)

280,344

Net cash (used in) provided by investing activities

(335,150)

105,541

(128,373)

Cash flows provided by financing activities

Proceeds of public offerings, net

—543,086

~~433,718~~—

—433,718

Proceeds from exercise of stock options

1724,~~810~~422

2117,~~441~~810

1121,~~519~~441

Net cash provided by financing activities

17567,~~810~~508

~~455~~17,~~159~~810

11455,~~519~~159

Net (decrease) increase in cash, cash equivalents, and restricted cash

(848)

56,600

32,319

Net increase (decrease) in cash, cash equivalents, and restricted cash

159,181

(848)

56,600

Cash, cash equivalents, and restricted cash at beginning of period

~~150~~149,~~365~~517

93150,~~765~~365

6193,~~446~~765

Cash, cash equivalents, and restricted cash at end of period

~~149~~308,~~517~~698

~~150~~149,~~365~~517

93150,~~765~~365

Cash paid for taxes

~~162~~1,824

6162

Non-cash investing and financing activities

Right of use assets under operating leases

—2,548

~~419~~—

~~108~~419

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:

Cash and cash equivalents

~~147~~306,~~767~~948

~~148~~147,~~615~~767

92148,~~365~~615

Restricted cash

1,750

1,~~400~~750

Total cash, cash equivalents and restricted cash

~~149~~308,~~517~~698

~~150~~149,~~365~~517

93150,~~765~~365

See accompanying notes to consolidated financial statements.

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Table of Contents

Intra-Cellular Therapies, Inc. and Subsidiary

Notes to Consolidated Financial Statements

December 31, ~~2023~~2024

1. Organization

Intra-Cellular Therapies, Inc. (the “Company”), through its wholly-owned operating subsidiary, ITI, Inc. (“ITI”), is a biopharmaceutical company focused on the discovery, clinical development and commercialization of innovative, small molecule drugs that address underserved medical needs primarily in ~~neuropsychiatric~~psychiatric and neurological disorders ~~by targeting intracellular signaling mechanisms within the central nervous system (“CNS”)~~. In December 2019, CAPLYTA® (lumateperone) was approved by the U.S. Food and Drug Administration (“FDA”) for the treatment of schizophrenia in adults (42 mg/day) and the Company initiated the commercial launch of CAPLYTA in March 2020. In December 2021, CAPLYTA was approved by the FDA for the treatment of bipolar depression in adults (42 mg/day) and the Company initiated the commercial launch of CAPLYTA for the treatment of bipolar depression. Additionally, in April 2022, the FDA approved two additional dosage strengths of CAPLYTA, 10.5 mg and 21 mg capsules, to provide dosage recommendations for patients concomitantly taking strong or moderate CYP3A4 inhibitors, and 21 mg capsules for patients with moderate or severe hepatic impairment (Child-Pugh class B or C). The commercial launch of these special population doses occurred in August 2022. As used in these Notes to Consolidated Financial Statements, “CAPLYTA” refers to lumateperone approved by the FDA for the treatment of schizophrenia in adults and for the treatment of bipolar depression in adults, and “lumateperone” refers to, where applicable, CAPLYTA as well as lumateperone for the treatment of indications beyond schizophrenia and bipolar depression. ~~Lumateperone is in Phase 3 clinical development as a novel treatment for major depressive disorder.~~

In ~~order~~April ~~to further its commercial activities and research projects and support its collaborations~~2024, the Company ~~may~~completed ~~require~~a ~~additional~~public ~~financing~~offering ~~until~~of ~~such~~common ~~time,~~stock ifin ~~ever,~~which ~~that~~the ~~revenue streams are sufficient to generate consistent positive cash flow from operations. The~~ Company ~~currently~~sold ~~projects that its cash~~7,876,713 ~~cash~~shares ~~equivalents~~of ~~and~~common ~~investments~~stock ~~will be sufficient to fund operating expenses and working capital needs for~~ at ~~least~~a ~~one~~public ~~year~~offering ~~from~~price ~~the~~of ~~date that these financial statements are filed with the Securities and Exchange Commission (the “SEC”)~~$73.00 ~~Possible~~per ~~sources~~share offor ~~funds~~aggregate ~~include~~gross ~~public~~proceeds ~~or private sales~~ of ~~the~~$575.0 million. ~~Company’s~~After ~~equity~~deducting ~~securities~~underwriting discounts, ~~sales~~commissions ofand ~~debt~~offering ~~or convertible debt securities~~expenses, the ~~incurrence~~net ofproceeds ~~debt~~to ~~from commercial lenders, strategic collaborations, licensing a portion or all of~~ the Company’s ~~products,~~were ~~product~~approximately ~~candidates and technology and, to a much lesser extent, grant funding~~$543.1 million.

Agreement and Plan of Merger with Johnson & Johnson

On January 10, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), with Johnson & Johnson, a New Jersey corporation (“Parent”), and Fleming Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent, (“Merger Sub”), pursuant to which, subject to the terms and conditions thereof, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent.

At the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.0001 per share, of the Company (“common stock”) issued and outstanding immediately prior to the Effective Time (other than certain shares of common stock to be canceled pursuant to the Merger Agreement and shares of common stock with respect to which appraisal rights have been properly and validly exercised) will automatically be converted into the right to receive an amount equal to $132.00 per share in cash (the “Merger Consideration”), without interest thereon and less any applicable tax withholdings.

Consummation of the Merger is subject to customary closing conditions, including, without limitation, the absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger, no Company Material Adverse Effect (as defined in the Merger Agreement) having occurred since the signing of the Merger Agreement that is continuing as of immediately prior to the Effective Time, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the adoption of the Merger Agreement and approval of the Merger by the affirmative vote of the holders of a majority of the outstanding shares of common stock (the “Company Stockholder Approval”). The Company expects the Merger and the other transactions contemplated by the Merger Agreement to close this year.

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Table of Contents

The Merger Agreement contains certain termination rights for the Company and Parent. Subject to the terms and conditions of the Merger Agreement, the Company or Parent may terminate the Merger Agreement if the Merger is not consummated on or before July 10, 2025, which period may be extended automatically for two automatic six-month periods if at the end of the prior period, either of the conditions relating to approval of the Merger pursuant to the HSR Act or the absence of certain legal restraints preventing or otherwise making illegal the consummation of the Merger (solely in respect of any antitrust law or order under any antitrust law) has not been satisfied (the “Termination Date”). Upon termination of the Merger Agreement, under specified circumstances, the Company will be required to pay Parent a termination fee of $475.5 million.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements of Intra-Cellular Therapies, Inc. and its wholly-owned subsidiary have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative United States GAAP set forth in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). All intercompany accounts and transactions have been eliminated in consolidation. The Company currently operates in one operating segment. Operating segments are defined as components of an enterprise about which separate discrete information is available for the chief operating decision maker, or decision making group, in deciding how to allocate resources and assessing performance. The Company views its operations and manages its business in one segment, which is discovering, developing, and commercializing drugs primarily for the treatment of neurological and psychiatric disorders.

Certain amounts in the consolidated financial statements and associated notes may not add due to rounding. All percentages have been calculated using unrounded amounts.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although actual results could differ from those estimates, management does not believe that such differences would be material.

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Table of Contents

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less from the date of purchase to be cash equivalents. Cash and cash equivalents consist of checking accounts, money market accounts, money market funds, and certificates of deposit with a maturity date of three months or less. The carrying values of cash and cash equivalents approximate the fair market value. Certificates of deposit, commercial paper, corporate notes and corporate bonds with an original maturity date of more than three months are classified separately on the consolidated balance sheets.

Investment Securities

Investment securities may consist of investments in U.S. Treasuries, various U.S. governmental agency debt securities, corporate bonds, certificates of deposit, and other fixed income securities with an average maturity of approximately twelve months or less. Management classifies the Company’s investments as available-for-sale. Such securities are carried at estimated fair value, with any unrealized holding gains or losses reported, net of any tax effects reported, as accumulated other comprehensive income (loss), which is a separate component of stockholders’ equity. Realized gains and losses and declines in value judged to be other-than-temporary, if any, are included in the consolidated statement of operations. A decline in the market value of any available-for-sale security below cost that is deemed to be other-than-temporary results in a reduction in fair value, which is charged to earnings in that period, and a new cost basis for the security is established. Dividend and interest income are recognized as interest income on the consolidated statements of operations when earned. The cost of securities sold is calculated using the specific identification method.

The Company monitors its investment portfolio for overall risk, specifically credit loss, quarterly or more frequently if circumstances warrant. The Company has estimated the expected credit loss over the lifetime of the asset and has determined an allowance for credit losses is not material with respect to the investment portfolio.

F-10

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Fair Value Measurements

The Company applies the fair value method under ASC Topic 820, Fair Value Measurement. ASC Topic 820 defines fair value, establishes a fair value hierarchy for assets and liabilities measured at fair value and requires expanded disclosures about fair value measurements. The ASC Topic 820 hierarchy ranks the quality and reliability of inputs, or assumptions, used in the determination of fair value and requires assets and liabilities carried at fair value to be classified and disclosed in one of the following categories based on the lowest level input used that is significant to a particular fair value measurement:

•Level 1—Fair value is determined by using unadjusted quoted prices that are available in active markets for identical assets and liabilities.

•Level 2—Fair value is determined by using inputs other than Level 1 quoted prices that are directly or indirectly observable. Inputs can include quoted prices for similar assets and liabilities in active markets or quoted prices for identical assets and liabilities in inactive markets. Related inputs can also include those used in valuation or other pricing models, such as interest rates and yield curves that can be corroborated by observable market data.

•Level 3—Fair value is determined by inputs that are unobservable and not corroborated by market data. Use of these inputs involves significant and subjective judgments to be made by a reporting entity—e.g., determining an appropriate adjustment to a discount factor for illiquidity associated with a given security.

The Company evaluates financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level at which to classify them each reporting period. This determination requires the Company to make subjective judgments as to the significance of inputs used in determining fair value and where such inputs lie within the ASC Topic 820 hierarchy.

Financial Instruments

The Company considers the recorded costs of its financial assets and liabilities, which consist of cash equivalents, restricted cash, accounts receivable, prepaid expenses, right of use asset, net, other assets, accounts payable, accrued liabilities, accrued customer programs, accrued employee benefits, and operating lease liabilities to approximate their fair value because of their relatively short maturities at December 31, ~~2023~~2024 and ~~2022~~2023. Management believes that the risks associated with the Company’s financial instruments are minimal as the counterparties are various corporations, financial institutions and government agencies of high credit standing.

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Restricted Cash

Restricted cash is collateral used under the letter of credit arrangement for the Company’s vehicle lease agreement (see Note 7). The Company adopted ASU No. 2016-18, Restricted Cash (“ASU 2016-18”) and includes restricted cash balances within the cash, cash equivalents and restricted cash balance on the statement of cash flows.

Accounts Receivable, net

The Company’s accounts receivable ~~arise~~arises from product sales and are recorded net of allowances for returns, distribution fees, chargebacks, and prompt pay discounts.

The Company monitors the financial performance and creditworthiness of its customers so that it can respond to changes in the customers’ credit profiles. The Company reserves against accounts receivable for estimated losses that may arise from a customer’s inability to pay and any amounts determined to be uncollectible are written off against the reserve when it is probable that the receivable will not be collected. The reserve amount for estimated collectability losses was not significant as of December 31, ~~2023~~2024 and ~~2022~~2023.

The Company estimates expected credit losses of its accounts receivable by assessing the risk of loss based on available relevant information. Historically, wethe ~~have~~Company has not experienced credit losses on ~~our~~its accounts receivable. As of December 31, ~~2023~~2024 and ~~2022~~2023, ~~our~~the Company’s credit loss reserve on receivables was not significant.

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Concentration of Credit Risk

Financial instruments which potentially subject the Company to concentrations of credit risk consist of accounts receivable, net from customers and cash, cash equivalents and investments held at financial institutions. For the years ended December 31, ~~2023~~2024 and ~~2022~~2023, 98% and 97%, respectively, of product sales were generated from three major industry wholesalers.

Three individual customers accounted for approximately 3632%, 3228%, and 2938% and 3936%, 3032%, and 2829% of product sales for the years ended December 31, ~~2023~~2024 and ~~2022~~2023, respectively. As of December 31, ~~2023~~2024, the Company believes that these customers are of high credit quality.

Cash equivalents are held with major financial institutions in the United States. Certificates of deposit, cash and cash equivalents held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and, therefore, bear minimal risk.

Inventory

The Company values its inventories at the lower of cost or estimated net realizable value. The Company determines the cost of its inventories, which includes amounts related to direct materials, production costs, and manufacturing overhead, on a first-in, first-out (“FIFO”) basis. The Company performs an assessment of the recoverability of capitalized inventory during each reporting period, and it writes down any excess and obsolete inventories to their estimated net realizable value in the period in which the impairment is first identified. Such impairment charges, if they occur, are recorded within cost of product sales.

The Company capitalizes inventory costs associated with the Company’s products when, based on management’s judgment, future commercialization is considered probable and the future economic benefit is expected to be realized typically after regulatory approval. Inventory acquired and manufactured prior to regulatory approval of a product candidate is expensed as research and development expense as incurred. Inventory that can be used in either the production of clinical or commercial product is expensed as research and development expense when selected for use in a clinical manufacturing campaign. Inventory that is used in the production of sample product is reclassified to prepaid and other current assets and is then expensed to selling, general and administrative expenses when the sample product is distributed.

The Company analyzes its inventory based on the stage of production and classifies work in process and finished goods as current assets. Raw materials ~~includes~~include the active pharmaceutical ingredients ("API") and any related intermediate compounds. The raw material supply exceeds 12 months of current operating requirements and is recorded as inventory, non-current on the consolidated balance sheet.

Shipping and handling costs for product shipments to customers are recorded as part of cost of product sales along with costs associated with manufacturing the product, and any inventory write-downs.

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Based on contractual terms, the Company has made advances on API production campaigns. Deposits related to production campaigns when delivery is expected within the next 12-month period from the balance sheet date are included in prepaid and other current assets on the consolidated balance sheets and if delivery is expected beyond the next 12-month period from the balance sheet date are included in other assets on the consolidated balance sheets.

Property and Equipment

Property and equipment is stated at cost and depreciated on a straight-line basis over estimated useful lives ranging from three to five years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life of the assets or the term of the related lease. Expenditures for maintenance and repairs are charged to operations as incurred.

When indicators of possible impairment are identified, the Company evaluates the recoverability of the carrying value of its long-lived assets based on the criteria established in ASC Topic 360, Property, Plant and Equipment. The Company considers historical performance and anticipated future results in its evaluation of potential impairment. The Company evaluates the carrying value of those assets in relation to the operating performance of the business and undiscounted cash flows expected to result from the use of those assets. Impairment losses are recognized when carrying value exceeds the undiscounted cash flows, in the amount by which the carrying value exceeds the fair value of the underlying asset. No such impairment losses have been recognized to date.

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Leases

In accordance with ASC Topic 842, Leases, the Company made an accounting policy election to keep leases with an initial term of 12 months or less off of the consolidated balance sheets. The Company also elected the lessee component election, allowing the Company to account for the lease and non-lease components as a single lease component.

To determine whether a contract contains a lease, asset and service agreements are assessed at onset and upon modification for criteria of specifically identified assets, control and economic benefit. Payments for identified leases are recognized in the consolidated statements of operations on a straight-line basis over the lease term. The Company uses the rate implicit in the contract whenever possible when determining the applicable discount rate. As the majority of the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

Revenue Recognition

In accordance with ASC Topic 606, Revenue from contracts with customers, the Company recognizes revenue when the customer obtains control of a promised good or service, in an amount that reflects the consideration that the Company expects to receive in exchange for the good or service.

To determine revenue recognition for arrangements that the Company determines are within the scope of ASC Topic 606, the Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to arrangements that meet the definition of a contract under ASC Topic 606, including when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer.

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Product Sales, net

To date, the Company’s only source of product sales has been from sales of CAPLYTA in the United States, which the Company began shipping to customers in March 2020. The Company sells CAPLYTA to a limited number of customers which include national and regional distributors. These customers subsequently resell the Company’s products to retail pharmacies, specialty pharmacy providers, and certain medical centers or hospitals. In addition to distribution agreements with customers, the Company enters into arrangements with health care providers and payers that obligate the Company to have government mandated and/or privately negotiated rebates, chargebacks, and discounts with respect to the purchase of the Company’s products. The Company also voluntarily offers patient assistance programs which are intended to provide financial assistance to qualified commercially-insured patients. The Company recognizes revenue on product sales when the customer obtains control of the Company’s product, which occurs upon delivery. Product revenues are recorded net of applicable reserves for the sales obligations that are considered variable consideration, including rebates, discounts and allowances, among others.

Reserves for Variable Consideration

The Company recognizes revenue from product sales at the net sales price (the "transaction price") which includes the wholesale acquisition cost that the Company charges to its customers less variable consideration for which reserves are established. Components of variable consideration may include trade discounts and allowances, product returns, chargebacks, government and payer rebates, and patient assistance. The amount of variable consideration may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized under the contract will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company will adjust these estimates, which would affect net product sales and earnings in the period of the adjustment.

The provision for rebates, discounts, and other incentives is based on expected patient usage, as well as inventory levels in the distribution channel to determine the contractual obligations to the benefit providers. Additionally, sales are generally made with a limited right of return under certain conditions. Revenue is recorded net of provisions for rebates, discounts, and other incentives and returns, which are established at the time of sale. The Company uses payer mix utilization data, changes to product price, government pricing calculations and prior payment history in order to estimate the variable consideration.

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Trade Discounts and Allowances— The Company generally provides customers with discounts which include incentive fees that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized. In addition, the Company compensates (through trade discounts and allowances) its customers for sales order management, data, and distribution services. The Company has determined such services received to date are not distinct from the Company’s sale of products to the customer and, therefore, these payments have been recorded as a reduction to revenue and accounts receivable, net on the consolidated balance sheets.

Product Returns— The Company offers customers a limited right of return for product that has been purchased based on the product’s expiration date, such right lapses upon patient's receipt of product. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized, as well as accounts receivable, net on the consolidated balance sheets. The Company currently estimates product return liabilities primarily using its own sales returns experience and, when appropriate, benchmarking data for similar products and industry experience.

Chargebacks— Chargebacks represent the estimated obligations resulting from contractual commitments to sell products to qualified healthcare providers at prices lower than the list prices charged to customers who purchase the product directly from the Company. These reserves are established in the same period that the related revenue is recognized, resulting in a reduction of product revenue and accounts receivable, net. Chargeback amounts are determined at the time of resale to the qualified healthcare provider by customers. Reserves for chargebacks consist of credits that the Company expects to issue for units that remain in the distribution channel inventories at the end of each reporting period, and chargebacks that customers have claimed, but for which the Company has not yet issued a credit.

~~F-13~~Government and Payer Rebates— The Company is liable for rebates that apply to Medicaid, managed care and private payer organizations, primarily insurance companies and pharmacy benefit managers. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements with, or statutory requirements pertaining to, Medicaid, Medicare or commercial benefit providers. The allowance for rebates is based on statutory discount rates or contractual percentages, estimated payer mix, and expected utilization. The Company's estimates for expected utilization of rebates are based on historical and current data since product launch. The Company's liability for these rebates consists of invoices received for claims from prior periods that have not been paid or for which an invoice has not yet been received, estimates of claims for the current period, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. The Company estimates these rebates and records such estimates in the same period the related revenue is recognized and, records a reserve in accrued customer programs on the consolidated balance sheets.

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Government and Payer Rebates— The Company is liable for rebates that apply to Medicaid, managed care and private payer organizations, primarily insurance companies and pharmacy benefit managers. Rebates are amounts owed after the final dispensing of the product to a benefit plan participant and are based upon contractual agreements with, or statutory requirements pertaining to, Medicaid and Medicare benefit providers. The allowance for rebates is based on statutory discount rates or contractual percentages, estimated payer mix, and expected utilization. The Company's estimates for expected utilization of rebates are based on historical data since product launch. The Company's liability for these rebates consists of invoices received for claims from prior periods that have not been paid or for which an invoice has not yet been received, estimates of claims for the current period, and estimated future claims that will be made for product that has been recognized as revenue, but remains in the distribution channel inventories at the end of each reporting period. The Company estimates these rebates and records such estimates in the same period the related revenue is recognized and, records a reserve in accrued customer programs on the consolidated balance sheets.

Patient Assistance— The Company offers programs such as the co-pay assistance and voucher programs, which are intended to provide financial assistance to eligible patients with prescription drug co-payments required by payers. The calculation of the accrual for co-pay assistance and voucher programs is based on monthly claims activity as well as estimated claims related to product in the distribution channel and the estimated cost per claim based on historical activity. The Company records a reserve in accrued customer programs on the consolidated balance sheets.

Cost of Product Sales

~~Our~~The Company’s cost of product sales relates to sales of CAPLYTA. Cost of product sales primarily includes product royalty fees, and direct costs (inclusive of material and manufacturing costs), and overhead.

For the product royalty fees, the Company entered into an exclusive License Agreement with Bristol-Myers Squibb Company (“BMS”), for which the Company is obliged to make tiered single digit percentage royalty payments ranging between 5-9% on sales of licensed products. The related royalties are recorded within cost of product sales on the consolidated statements of operations.

Prior to the FDA approval of CAPLYTA, the Company expensed all costs associated with the manufacturing of lumateperone as part of research and development expenses. The cost of product sales in the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 are lower than incurred because of previously expensed inventory.

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Research and Development Expenses

Research and development costs primarily consist of external costs for contract services, such as pre-clinical testing, manufacturing and related testing, clinical trial activities; and internal recurring costs for ~~labor~~salaries, share-based compensation and ~~benefits,~~related ~~facilities~~benefit costs and other costs. The Company recognizes research and development expenses as the ~~services~~work ~~are~~is incurred.

The Company has entered into various research and development contracts with clinical research organizations and other companies both inside and outside of the U.S. These agreements are generally cancellable. At the end of each financial reporting period, the Company records expenses incurred to date related to these agreements and recognizes accruals or prepaid expenses, as appropriate. These accruals or prepaid expenses occur when billing terms under these contracts do not coincide with the timing of when the work is performed. Estimates are based on a number of factors, including the Company’s knowledge of the progress towards completion of the research and development activities, communication from the clinical research organizations or other companies of any actual costs incurred during the period that have not yet been invoiced, the costs included in the contracts, and invoicing to date under the contracts. Significant judgments and estimates are made in determining the accrued or prepaid balances at the end of any reporting period. Actual results could differ from the estimates made by the Company. The historical estimates made by the Company have not been materially different from the actual costs.

Advertising Expense

Advertising costs are expensed when services are rendered. The Company incurred $92101.2 million, $8592.82 million and $8285.58 million in advertising expenses during the years ended December 31, ~~2023~~2024, ~~2022~~2023, and ~~2021~~2022, respectively, related to its marketed product, CAPLYTA.

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Income Taxes

Income taxes are accounted for using the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

~~The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.~~ Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized. ~~Income~~In ~~tax~~evaluating ~~expense is~~ the ~~tax~~need ~~payable~~ for ~~the~~a ~~period~~valuation ~~and~~allowance, the ~~change during the period in deferred tax assets and liabilities. The~~ Company ~~accounts~~takes ~~for~~into ~~uncertain~~account ~~tax~~various ~~positions pursuant to ASC Topic 740~~factors, ~~Income~~including ~~Taxes.~~the ~~Financial~~expected ~~statement~~level ~~recognition~~ of afuture ~~tax~~taxable ~~position~~income ~~taken~~and oravailable ~~expected to be taken in a~~ tax ~~return~~planning ~~is determined based on a more-likely-than-not threshold of that position being sustained~~strategies. If ~~the~~actual ~~tax~~results ~~position~~differ ~~meets~~from ~~this threshold,~~ the ~~benefit~~assumptions tomade bein ~~recognized is measured as~~ the ~~tax~~evaluation ~~benefit having the highest likelihood~~ of ~~being~~a ~~realized~~valuation ~~upon~~allowance, ~~ultimate settlement with~~ the ~~taxing~~Company ~~authority.~~records ~~The~~a ~~Company~~change ~~recognizes~~in ~~interest~~valuation ~~accrued~~allowance ~~related~~through toincome ~~unrecognized~~ tax ~~benefits~~expense ~~and penalties~~ in the ~~provision~~period ~~for~~such ~~income~~determination ~~taxes.~~is made.

~~The~~Income ~~Company’s effective~~ tax ~~rate~~expense ~~for~~is the ~~years~~tax ~~ended~~payable ~~December 31,~~for ~~2023,~~the ~~2022~~period and ~~2021 was approximately (0.5)%, 0% and 0%, respectively. This effective tax rate is substantially lower than~~ the ~~U.S.~~change ~~statutory~~during ~~rate of 21% due to valuation allowances recorded on current year losses where~~ the ~~Company~~period isin ~~not~~deferred ~~more~~tax ~~likely~~assets ~~than~~and ~~not to recognize a future tax benefit~~liabilities.

OnThe ~~August~~Company 9,accounts ~~2022,~~for ~~the~~uncertain ~~United~~tax ~~States~~positions ~~enacted~~pursuant ~~the~~to ~~CHIPS~~ASC ~~and~~Topic ~~Science~~740, ~~Act~~Income ~~which~~Taxes. ~~provides~~Financial anstatement ~~investment~~recognition ~~tax~~of ~~credit~~a ~~for~~tax ~~25%~~position oftaken ~~qualified~~or ~~investments~~expected ~~primarily~~to ~~used~~be ~~for~~taken ~~manufacturing~~in ofa ~~semiconductors~~tax ~~and~~return ~~related~~is ~~equipment~~determined inbased ~~the~~on ~~U.S.~~a Onmore-likely-than-not ~~August~~threshold ~~16,~~of ~~2022,~~that ~~the~~position ~~United~~being ~~States~~sustained. ~~enacted~~If the ~~Inflation~~tax ~~Reduction~~position ~~Act~~meets ~~(“IRA”)~~this ~~which~~threshold, ~~includes~~the abenefit ~~provision~~to ~~for~~be arecognized ~~15%~~is ~~corporate~~measured ~~alternative~~as ~~minimum~~the tax onbenefit ~~companies~~having ~~with~~the ~~average~~highest ~~annual~~likelihood ~~adjusted~~of ~~financial~~being ~~statement~~realized ~~income~~upon ~~over~~ultimate $1settlement ~~billion~~with ~~effective~~the ~~for~~taxing ~~tax years ending after December 31, 2022~~authority. The Company ~~reviewed~~recognizes ~~the~~interest ~~provisions~~accrued ~~and~~related ~~there~~to ~~was~~unrecognized ~~not a material~~ tax ~~impact~~benefits onand ~~its~~penalties ~~financial~~in ~~statements for~~ the ~~years~~provision ~~ended~~for ~~December 31,~~income ~~2023 and 2022~~taxes.

OnThe ~~December~~Company’s ~~31,~~effective ~~2022,~~tax ~~ITI~~rate ~~Limited,~~for ~~our~~the ~~wholly-owned~~years ~~Bermuda~~ended ~~subsidiary~~December 31, ~~was~~2024, ~~merged~~2023 ~~into~~and ~~Intra-Cellular~~2022 ~~Therapies,~~was ~~Inc~~approximately (0.6)%, ~~a Delaware corporation~~(0.5)% ~~The~~and ~~intellectual~~0%, ~~property~~respectively. ~~rights~~This ~~associated~~effective ~~with~~tax ~~lumateperone~~rate ~~were~~is ~~transferred~~substantially tolower than the ~~Delaware~~U.S. ~~corporation~~statutory asrate aof ~~result~~21% ofdue ~~this~~to ~~merger.~~valuation ~~This~~allowances ~~merger~~recorded ~~and~~on ~~the~~current ~~subsequent~~year ~~liquidation~~losses ofwhere ~~ITI~~the ~~Limited~~Company ~~does~~is not ~~have~~more ~~any~~likely ~~material~~than ~~impact~~not ~~from~~to recognize a ~~U.S.~~future ~~or Bermuda income~~ tax ~~perspective~~benefit.

On August 9, 2022, the United States enacted the CHIPS and Science Act which provides an investment tax credit for 25% of qualified investments primarily used for manufacturing of semiconductors and related equipment in the U.S. On August 16, 2022, the United States enacted the Inflation Reduction Act (“IRA”) which includes a provision for a 15% corporate alternative minimum tax on companies with average annual adjusted financial statement income over $1 billion effective for tax years ending after December 31, 2022. The Company reviewed the provisions and there was not a material tax impact on its financial statements for the years ended December 31, 2024 and 2023.

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On December 31, 2022, ITI Limited, the Company’s wholly-owned Bermuda subsidiary, was merged into Intra-Cellular Therapies, Inc., a Delaware corporation. The intellectual property rights associated with lumateperone were transferred to the Delaware corporation as a result of this merger. This merger and the subsequent liquidation of ITI Limited does not have any material impact from a U.S. or Bermuda income tax perspective.

Comprehensive Loss

All components of comprehensive loss, including net loss, are reported in the financial statements in the period in which they are incurred. Comprehensive loss is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. In accordance with accounting guidance, the Company presents the impact of any unrealized gains or losses on its investment securities in a separate statement of comprehensive loss for each period.

Share-Based Compensation

Share-based payments are accounted for in accordance with the provisions of ASC Topic 718, Compensation—Stock Compensation. ~~The~~For ~~fair~~all ~~value~~awards ofgranted ~~share~~with time-based ~~payments~~vesting ~~related~~conditions, toexpense ~~stock options~~ is ~~estimated,~~amortized ~~on the date of grant,~~ using the ~~Black~~straight-~~Scholes-Merton~~line ~~option-pricing~~attribution ~~model~~method. ~~(the “Black~~Share-~~Scholes~~based ~~Model”).~~compensation ~~The~~expense ~~resulting~~recognized ~~fair~~in ~~value~~the isstatements ~~recognized~~of ~~ratably~~operations ~~over~~for the ~~requisite~~years ~~service~~ended ~~period~~December 31, ~~which~~2024, is2023 ~~generally~~and ~~the~~2022 ~~vesting~~accounts ~~period~~for offorfeitures ~~the~~as ~~option~~they occur.

~~For~~The ~~all~~fair ~~awards~~value ~~granted~~of ~~with time~~share-based ~~vesting~~payments ~~conditions,~~related ~~expense~~to stock options is ~~amortized~~estimated, on the date of grant, using the ~~straight~~Black-~~line~~Scholes-Merton ~~attribution~~option-pricing ~~method.~~model ~~Share~~(the “Black-~~based~~Scholes ~~compensation~~Model”). ~~expense~~The resulting fair value is recognized inratably over the ~~statements~~requisite ofservice ~~operations~~period, ~~for~~which is generally the ~~years~~vesting ~~ended~~period ~~December 31~~of the option. Option valuation models, ~~2023~~including the Black-Scholes Model, ~~2022~~require the input of subjective assumptions, and ~~2021~~changes ~~accounts~~in ~~for~~the ~~forfeitures~~assumptions asused ~~they~~can ~~occur~~materially affect the grant date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and expected life of the award.

The Company utilizes the Black-Scholes Model for estimating fair value of its stock options granted. Option valuation models, including the Black-Scholes Model, require the input of subjective assumptions, and changes in the assumptions used can materially affect the grant date fair value of an award. These assumptions include the risk-free rate of interest, expected dividend yield, expected volatility and the expected life of the award.

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The expected volatility rates are based entirely on the historical volatility of the Company’s common stock. The expected life of stock options is the period of time for which the stock options are expected to be outstanding. Given the limited historical exercise data, the expected life is determined using the “simplified method,” which defines expected life as the midpoint between the vesting date and the end of the contractual term.

The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The Company has not paid dividends to its stockholders since its inception and does not plan to pay cash dividends in the foreseeable future. Therefore, the Company has assumed an expected dividend rate of zero. For stock options granted, the exercise price was determined by using the closing market price of the Company’s common stock on the date of grant.

A restricted stock unit (“RSU”) is a stock award that entitles the holder to receive shares of the Company’s common stock as the award vests. The fair value of each RSU is based on the fair market value of the Company’s common stock on the date of grant. In each fiscal year beginning in 2016, the Company has granted RSUs that vest in three equal annual installments provided that the employee remains employed with the Company. The Company grants select employees performance based RSUs which vest upon the Compensation Committee’s approval at the end of the three year service period based on the achievement of select performance milestones and comparative shareholder returns against the Company’s peers.

The cumulative amount of compensation cost recognized for instruments classified as equity that ordinarily would result in a future tax deduction under existing tax law is considered to be a deductible difference in applying ASC Topic 740, Income Taxes. The deductible temporary difference is based on the compensation cost recognized for financial reporting purposes; however, these provisions currently do not impact the Company, as all the deferred tax assets have a full valuation allowance.

~~Equity~~In ~~instruments~~2024, ~~issued~~the toCompany’s ~~non-employees~~stockholders ~~for~~approved ~~services~~the ~~are~~Company’s ~~accounted~~2018 ~~for~~Amended ~~under~~and ~~the~~Restated ~~provisions~~Equity ofIncentive ~~ASC~~Plan ~~Topic~~(the ~~718~~“Amended ~~and~~2018 ~~ASC~~Plan”) ~~Topic~~pursuant ~~505-50,~~to ~~Equity/Equity-Based~~which ~~Payments~~5,000,000 toadditional ~~Non-Employees.~~shares ~~Accordingly,~~of ~~the~~common ~~estimated~~stock ~~fair~~were ~~value~~reserved offor ~~the~~future equity ~~instrument~~grants. isIn ~~recorded~~December on2019, the ~~earlier~~Company ofadopted the ~~performance~~2019 ~~commitment~~Inducement ~~date~~Award orPlan (the ~~date~~“2019 Inducement Plan”) for the ~~required~~grant ~~services~~of ~~are~~equity ~~completed~~awards ~~and~~of ~~are~~up ~~marked~~to 1,000,000 shares of common stock to ~~market~~newly ~~during~~hired employees. In April 2024, the ~~service~~Board ~~period.~~of Directors approved the termination of the 2019 Inducement Plan.

In 2020, the Company’s stockholders approved the Company’s 2018 Amended and Restated Equity Incentive Plan (the “Amended 2018 Plan”) pursuant to which 6,500,000 additional shares of common stock were reserved for future equity grants. In December 2019, the Company adopted the 2019 Inducement Award Plan (the “2019 Inducement Plan”) for the grant of equity awards of up to 1,000,000 shares of common stock to newly hired employees.F-16

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Loss Per Share

Basic net loss per common share is determined by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration of common stock equivalents. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common stock equivalents outstanding for the period. The treasury stock method is used to determine the dilutive effect of the Company’s stock option grants and RSUs.

Foreign Currency Translation

Expenses denominated in foreign currency are translated into U.S. dollars at the exchange rate on the date the expense is incurred. Assets and liabilities of foreign operations are translated at period-end exchange rates. The effect of exchange rate fluctuations on translating foreign currency into U.S. dollars is included in the statements of operations and is not material to the Company’s financial statements.

Recently Issued Accounting Standards

~~The~~New ~~Company~~Accounting ~~considers~~Standards ~~the applicability and impact of any recent ASU issued by the FASB. Based on our assessment, there are no recent accounting pronouncements that have~~ or ~~are~~Updates ~~expected to have a material impact on the Company’s consolidated financial statements or related disclosures.~~ Adopted

FIn November 2023, the FASB issued ASU 2023-1607, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, requiring public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are also required to apply the disclosure requirements. The standard is effective for annual reporting periods beginning after December 15, 2023, and for interim reporting periods beginning January 1, 2025, with early adoption permitted. The Company adopted this pronouncement for the year ended December 31, 2024 and included additional disclosure regarding segments in Note 12.

New Accounting Standards or Updates Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This new guidance is designed to enhance the transparency and decision usefulness of income tax disclosures. The amendments of this update are related to the rate reconciliation and income taxes paid, requiring consistent categories and greater disaggregation of information in the rate reconciliation as well as income taxes paid disaggregated by jurisdiction. This standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the potential impact that this new standard will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, designed to improve financial reporting by requiring public business entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods, including amounts and qualitative descriptions of inventory purchases, employee compensation, depreciation and intangible asset amortization, among other requirements. The standard is effective for annual reporting periods beginning after December 15, 2026, and for interim reporting periods beginning after December 15, 2027, on a prospective basis. Early adoption is permitted. The Company is currently evaluating the potential impact that this new standard will have on its consolidated financial statements and related disclosures.

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3. Investment Securities

Investment securities consisted of the following (in thousands):


	December 31, 2024
	Amortized Cost		Unrealized Gains		Unrealized (Losses)		Estimated Fair Value
U.S. Government Agency Securities	$	257,908	$	143	$	(98)	$	257,953
Certificates of Deposit	60,000		—		—		60,000
Commercial Paper	39,650		19		(3)		39,666
Corporate Notes/Bonds	336,369		401		(271)		336,499
	$	693,927	$	563	$	(372)	$	694,118


	December 31, 2023
	Amortized Cost		Unrealized Gains		Unrealized (Losses)		Estimated Fair Value
U.S. Government Agency Securities	$	150,651	$	148	$	(204)	$	150,595
FDIC Certificates of Deposit	4,410		2		(12)		4,400
Certificates of Deposit	60,000		—		—		60,000
Commercial Paper	78,610		59		(27)		78,642
Corporate Notes/Bonds	118,899		281		(143)		119,037
	$	412,570	$	490	$	(386)	$	412,674

	December 31, 2022
	AmortizedCost		UnrealizedGains		Unrealized(Losses)		EstimatedFairValue
U.S. Government Agency Securities	$	188,465	$	14	$	(1,729)	$	186,750
FDIC Certificates of Deposit	4,155		3		(72)		4,086
Certificates of Deposit	7,500		—		—		7,500
Commercial Paper	100,711		3		(269)		100,445
Corporate Notes/Bonds	189,588		1		(2,141)		187,448
	$	490,419	$	21	$	(4,211)	$	486,229

The Company has classified all of its investment securities as available-for-sale, including those with maturities beyond one year, as current assets on the consolidated balance sheets based on the highly liquid nature of the investment securities and because these investment securities are considered available for use in current operations. As of December 31, 2024 and 2023, the Company held $186.0 million and $77.8 million, respectively, of available-for-sale investment securities with contractual maturity dates more than one year and less than two years, with the remainder of the available-for-sale investment securities having contractual maturity dates less than one year. Accrued interest receivable from investment securities as of December 31, 2024 and 2023 was $5.0 million and $2.3 million, respectively, and is included within prepaid expenses and other current assets.

The ~~Company~~aggregate ~~has~~related ~~classified~~fair ~~all~~value of ~~its~~investments ~~investment~~with ~~securities~~unrealized losses as ~~available-for-sale~~of December 31, ~~including~~2024 ~~those~~was ~~with~~$190.6 ~~maturities~~million, ~~beyond~~which ~~one~~consisted ~~year,~~of as$56.3 ~~current~~million ~~assets~~from onU.S. ~~the~~government ~~consolidated~~agency ~~balance~~securities, ~~sheets~~$7.4 ~~based~~million onof ~~the~~commercial ~~highly~~paper, ~~liquid~~and ~~nature~~$126.9 million of corporate notes/bonds. None of the ~~investment~~aggregate ~~securities~~fair ~~and~~value ~~because~~of ~~these~~investments ~~investment~~with ~~securities~~unrealized ~~are~~losses ~~considered~~as ~~available~~of ~~for~~December 31, ~~use~~2024 has been held in ~~current~~a ~~operations~~continuous unrealized loss position for over 12 months. As of December 31, 2023 ~~and 2022~~, the ~~Company~~aggregate ~~held~~related fair value of investments with unrealized losses was $77165.82 million. ~~and~~ $7170.51 million, ~~respectively,~~ of ~~available-for-sale~~the ~~investment~~aggregate ~~securities~~fair value of investments with ~~contractual~~unrealized ~~maturity~~losses ~~dates~~as ~~more~~of ~~than~~December 31, ~~one~~2023 ~~year~~has ~~and~~been ~~less~~held in a continuous unrealized loss position for over than ~~two~~12 ~~years~~months, with the ~~remainder~~remaining of$95.1 ~~the~~million ~~available-for-sale~~held ~~investment~~in ~~securities~~a ~~having~~continuous ~~contractual~~unrealized ~~maturity~~loss ~~dates~~position for less than ~~one~~12 ~~year~~months.

The ~~aggregate~~Company ~~related~~reviewed ~~fair~~all ~~value~~ of the investments ~~with~~which ~~unrealized~~were ~~losses~~in asa ofloss ~~December 31,~~position ~~2023~~at ~~was~~the ~~$165.2~~respective ~~million,~~balance ~~which~~sheet ~~consisted of $78.0 million from U.S. government agency securities~~dates, ~~$3.7~~as ~~million~~well ofas ~~certificates~~the ofremainder ~~deposit, $32.1 million~~ of ~~commercial~~the ~~paper,~~portfolio and ~~$51.4~~determined ~~million~~that ofmarket ~~corporate~~conditions ~~notes/bonds.~~were ~~$70.1 million of~~ the ~~aggregate~~primary ~~fair~~factor ~~value~~driving ofchanges ~~investments~~in ~~with~~ unrealized losses. asAfter ofanalyzing ~~December 31,~~the ~~2023~~securities ~~has been held~~ in aan ~~continuous~~ unrealized loss position ~~for over 12 months~~, ~~with~~ the ~~remaining~~portion ~~$95.1 million held in a continuous unrealized loss position for less than 12 months. As~~ of ~~December 31,~~these ~~2023,~~losses ~~$60.0~~that ~~million~~relate ofto ~~the~~changes ~~certificates~~in ofcredit ~~deposit~~quality ~~and~~is $2insignificant.5 ~~million~~The ofCompany ~~the~~does ~~U.S.~~not ~~Government~~intend ~~Agency~~to ~~Securities~~sell ~~balance~~these ~~are~~securities, ~~listed~~nor asis ~~cash~~it ~~equivalents.~~more Aslikely ofthan ~~December 31,~~not ~~2022,~~that the ~~aggregate~~Company ~~related~~will ~~fair~~be ~~value~~required ofto ~~investments~~sell ~~with~~them ~~unrealized~~prior ~~losses~~to ~~was $438.3 million. $49.1 million of~~ the ~~aggregate~~end ~~fair value~~ of ~~investments~~their ~~with~~contractual ~~unrealized~~terms. ~~losses as of December 31~~Furthermore, ~~2022~~the ~~has~~Company ~~been~~does ~~held~~not inbelieve athat ~~continuous~~these ~~unrealized~~securities ~~loss~~expose ~~position for over than 12 months, with~~ the ~~remaining~~Company ~~$389.2~~to ~~million~~undue ~~held~~market inrisk aor ~~continuous~~counterparty ~~unrealized~~credit ~~loss position for less than 12 months~~risk.

The Company reviewed all of the investments which were in a loss position at the respective balance sheet dates, as well as the remainder of the portfolio. The Company has analyzed the unrealized losses and determined that market conditions were the primary factor driving these changes. After analyzing the securities in an unrealized loss position, the portion of these losses that relate to changes in credit quality is insignificant. The Company does not intend to sell these securities, nor is it more likely than not that the Company will be required to sell them prior to the end of their contractual terms. Furthermore, the Company does not believe that these securities expose the Company to undue market risk or counterparty credit risk. F-18

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Table of Contents

4. Fair Value Measurements

The Company has no assets or liabilities that were measured ~~for~~using prices with significant unobservable inputs (Level 3 assets and liabilities) as of December 31, ~~2023~~2024 and ~~2022~~2023. The carrying value of cash held in money market funds of approximately $10193.75 million as of December 31, ~~2023~~2024 and $1210.27 million as of December 31, ~~2022~~2023 is included in cash and cash equivalents and approximates market value based on quoted market price or Level 1 inputs. The carrying value of ~~U.S. Government Agency Securities of $2.5 million and certificates of deposit of $60.0 million as of December 31, 2023 are included in~~ cash ~~and cash equivalents. The carrying value of cash~~ held in ~~commercial paper of approximately $14.9 million,~~ U.S. Government Agency Securities of $202.5 million, and certificates of deposit of $760.50 million as of December 31, ~~2022~~2023 are included in cash and cash equivalents.

The fair value measurements of the Company’s cash equivalents and available-for-sale investment securities are identified in the following tables (in thousands):


			Fair Value Measurements at Reporting Date Using
	December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money Market Funds	$	193,522	$	193,522	$	—	$	—
U.S. Government Agency Securities	257,953		—		257,953		—
Certificates of Deposit	60,000		—		60,000		—
Commercial Paper	39,666		—		39,666		—
Corporate Notes/Bonds	336,499		—		336,499		—
	$	887,640	$	193,522	$	694,118	$	—


			Fair Value Measurements at Reporting Date Using
	December 31, 2023		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Money Market Funds	$	10,698	$	10,698	$	—	$	—
U.S. Government Agency Securities	150,595		—		150,595		—
FDIC Certificates of Deposit	4,400		—		4,400		—
Certificates of Deposit	60,000		—		60,000		—
Commercial Paper	78,642		—		78,642		—
Corporate Notes/Bonds	119,037		—		119,037		—
	$	423,372	$	10,698	$	412,674	$	—

			Fair Value Measurements atReporting Date Using
	December 31,2022		Quoted Pricesin ActiveMarkets forIdenticalAssets(Level 1)		SignificantOtherObservableInputs(Level 2)		SignificantUnobservableInputs(Level 3)
Money Market Funds	$	12,203	$	12,203	$	—	$	—
U.S. Government Agency Securities	186,750		—		186,750		—
FDIC Certificates of Deposit	4,086		—		4,086		—
Certificates of Deposit	7,500		—		7,500		—
Commercial Paper	100,445		—		100,445		—
Corporate Notes/Bonds	187,448		—		187,448		—
	$	498,432	$	12,203	$	486,229	$	—

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Table of Contents

5. Inventory

Inventory consists of the following (in thousands):

	December 31, 2023	December 31, 2022
	December 31, 2024	December 31, 2023
Raw materials

Filing Compare · Intra-Cellular Therapies, Inc.