Securities to be offered to employees in employee benefit plans



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






Registration No. 333-






UNITED STATES




SECURITIES AND EXCHANGE COMMISSION




Washington, D.C. 20549






FORM S-8






REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933







Intercept Pharmaceuticals, Inc.




(Exact name of registrant as specified in its charter)


















Delaware

22-3868459

(State or other jurisdiction of

(I.R.S. Employer Identification No.)

incorporation or organization)














10 Hudson Yards, 37th Floor, New York, NY

10001

(Address of Principal Executive Offices)

(Zip Code)






Intercept Pharmaceuticals, Inc. 2012 Equity
Incentive Plan




(Full title of the plan)






Mary J. Grendell




Deputy General Counsel and Corporate Secretary




Intercept Pharmaceuticals, Inc.




10 Hudson Yards, 37th Floor




New York, NY 10001










(646) 747-1000



(Name and address of agent for service)



(Telephone number, including area code, of agent
for service)





with copies to:






Graham Robinson and Timothy F. Nelson




Skadden, Arps, Slate, Meagher & Flom LLP




500 Boylston Street




Boston, MA 02116




(617) 573-4800







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

x


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 7(a)(2)(B) of the Securities Act. ☐






CALCULATION OF REGISTRATION FEE





















Title of


securities to be


registered



Amount to be


registered

(1)




Proposed


maximum


offering price


per share



Proposed


maximum


aggregate


offering price



Amount of


registration fee



Common Stock, par value $0.001 per share (“Common Stock”), reserved for future grant under the Registrant’s 2012 Equity Incentive Plan



1,473,063

(2)




$16.00225

(3)




$23,572,322.39

(3)




$2,571.74












(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2012 Equity
Incentive Plan (the “Plan”) by reason of any stock split, stock dividend, combination, recapitalization or other similar transaction
effected without receipt of consideration that results in an increase in the number of outstanding shares of the Registrant’s Common
Stock.











(2)

Represents (i) 1,211,533 additional shares issuable under the Plan by reason of the automatic increase provisions of the Plan and
(ii) 261,530 shares underlying certain equity awards previously issued under the Plan that have been forfeited or cancelled.











(3)

Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of calculating the registration
fee, based on the average of the high and low prices of the Registrant’s Common Stock on September 28, 2021, as reported on the
Nasdaq Global Select Market.



















EXPLANATORY NOTE





Intercept Pharmaceuticals, Inc. (the “Registrant”)
is filing this Registration Statement on Form S-8 for the purpose of registering 1,473,063 shares of its Common Stock, par value $0.001
per share (“Common Stock”), issuable to eligible persons under the Registrant’s 2012 Equity Incentive Plan, which shares
of Common Stock are in addition to the shares of Common Stock registered on the Registrant’s Registration Statements on Form S-8
filed with the Securities and Exchange Commission on

November 7,
2012

(File No. 333-184810),

April 22,
2013

(File No. 333-188064),

August 7,
2015

(File No. 333-206247),

May 10,
2017

(File No. 333-217863),

July 27,
2018

(File No. 333-226405),

August 13,
2019

(File No. 333-233248), and

August 17,
2020

(File No. 333-248083), the contents of all of which are incorporated by reference into this Registration Statement on Form S-8
pursuant to General Instruction E to Form S-8.






PART II




INFORMATION REQUIRED IN THE REGISTRATION STATEMENT






Item 8. Exhibits.






















































































































































Incorporated herein by reference



Exhibit Number




Exhibit Description




Form†




Exhibit




Filing Date




4.1






Restated Certificate of Incorporation, as amended






Form 10-Q






3.1






August 10, 2020





4.2






Restated Bylaws






Form 10-Q






3.2






August 10, 2020





4.3






Form of Common Stock Certificate






Form S-8

(1)







4.3






November 7, 2012





4.4






Indenture, dated as of July 6, 2016, between the Registrant and U.S. Bank National Association, as trustee






Form 8-K






4.1






July 6, 2016





4.5






First Supplemental Indenture (including the Form of Note), dated as of July 6, 2016, between the Registrant and U.S. Bank National Association, as trustee






Form 8-K






4.2






July 6, 2016





4.6






Second Supplemental Indenture (including the Form of Note), dated as of May 14, 2019, between the Registrant and U.S. Bank National Association, as trustee






Form 8-K






4.2






May 14, 2019





4.7






Securities Purchase Agreement, dated April 4, 2018, between the Registrant and the purchasers named therein






Form 8-K






10.1






April 10, 2018





4.8






Securities Purchase Agreement, dated May 8, 2019, between the Registrant and Samsara BioCapital, L.P.






Form 8-K






10.1






May 14, 2019





4.9






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






Form 8-K






4.1






August 23, 2021





4.10






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






Form 8-K






4.2






August 23, 2021





4.11






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






Form 8-K






10.1






August 23, 2021

























































































4.12






Description of Securities of the Registrant






Form 10-K






4.11






February 25, 2021





5.1*






Opinion of Skadden, Arps, Slate, Meagher & Flom LLP











23.1*






Consent of Independent Registered Public Accounting Firm











23.2*






Consent of Skadden, Arps, Slate, Meagher & Flom LLP (contained in Exhibit 5.1 to this Registration Statement on Form S-8)











24.1*






Power of Attorney (included in signature page of this Registration Statement on Form S-8)











99.1






Intercept Pharmaceuticals, Inc. 2012 Equity Incentive Plan






Form S-1/A

(2)







10.2.1






September 27, 2012
















* Filed herewith.



† Unless otherwise specified, the File No. is 001-35668.



(1) Registration Statement on Form S-8 filed by the Registrant, Registration
No. 333-184810.



(2) Registration Statement on Form S-1 filed by the Registrant, Registration
No. 333-183706.






















SIGNATURES





Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on September 29, 2021.






























INTERCEPT PHARMACEUTICALS, INC.




By:

/s/ Jerome Durso


Name:

Jerome Durso


Title:

President and Chief Executive Officer





POWER OF ATTORNEY





KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Jerome Durso, Andrew Saik, Jared Freedberg, Rocco Venezia, and Mary J. Grendell,
and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for
him or her, and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith,
with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing required or necessary to be done in and about the premises, as fully and to all intents and purposes as the
undersigned could do in person, and hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.





Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

































































































Signature


Title


Date






/s/ Jerome Durso



President, Chief Executive Officer, and




September 29, 2021



Jerome Durso




Director (Principal Executive Officer)









/s/ Andrew Saik



Chief Financial Officer




September 29, 2021



Andrew Saik




(Principal Financial Officer)









/s/ Rocco Venezia



Chief Accounting Officer




September 29, 2021



Rocco Venezia




(Principal Accounting Officer)









/s/ Paolo Fundarò



Chairman of the Board of Directors




September 29, 2021



Paolo Fundarò














































































































































































































/s/ Srinivas Akkaraju, M.D., Ph.D.



Director




September 29, 2021



Srinivas Akkaraju, M.D., Ph.D.











/s/ Luca Benatti, Ph.D.



Director




September 29, 2021



Luca Benatti, Ph.D.











/s/ Daniel Bradbury



Director




September 29, 2021



Daniel Bradbury











/s/ Keith Gottesdiener, M.D.



Director




September 29, 2021



Keith Gottesdiener, M.D.











/s/ Nancy Miller-Rich



Director




September 29, 2021



Nancy Miller-Rich











/s/ Mark Pruzanski, M.D.



Director




September 29, 2021



Mark Pruzanski, M.D.











/s/ Dagmar Rosa-Bjorkeson



Director




September 29, 2021



Dagmar Rosa-Bjorkeson











/s/ Gino Santini



Director




September 29, 2021



Gino Santini











/s/ Glenn Sblendorio



Director




September 29, 2021



Glenn Sblendorio


















The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Intercept Pharmaceuticals's Chief Qual. Officer & SVP Ops. just disposed of 2,455 shares - Jan. 13, 2022
Departure of Directors or Certain - Jan. 10, 2022
Statement of changes in beneficial ownership of securities - Jan. 4, 2022
SVP of Intercept Pharmaceuticals just disposed of 2,455 shares - Jan. 4, 2022
Intercept Pharmaceuticals's Chief Human Resources Officer just disposed of 1,712 shares - Jan. 4, 2022

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