ITEM 2.02 Results of Operations and Financial Condition.

On January 6, 2020, the Intra-Cellular Therapies, Inc. (the "Company" or "we") filed with the Securities and Exchange Commission a preliminary prospectus supplement to its effective shelf registration statement on Form S-3 (File No. 333-235817) (the "Preliminary Prospectus Supplement") pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended (the "Securities Act"), relating to a proposed public offering of shares of the Company's common stock. The Company included the following disclosure in the Preliminary Prospectus Supplement:

"While we have not finalized our financial results for the fiscal year ended December 31, 2019, we expect to report that, as of December 31, 2019, we had cash, cash equivalents and investment securities of approximately $224 million. This amount is preliminary, unaudited and may change, was prepared by management and is based on the most current information available to management, and is subject to completion by management of the financial statements as of and for the year ended December 31, 2019, or the 2019 financial statements, including completion of the review procedures, final adjustments and other developments that may arise between now and the time the financial results for this period are finalized, and completion of the audit of the 2019 financial statements. As a result, there can be no assurance that our cash, cash equivalents and investment securities as of December 31, 2019 will not differ from these estimates and any such change could be material. Additional information and disclosures are required for a more complete understanding of our financial position and results of operations as of and for the year ended December 31, 2019."




ITEM 8.01 Other Events.

On January 6, 2020, the Company issued a press release announcing it has commenced an underwritten public offering of 10,000,000 shares of its common stock, and its intention to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of common stock offered in the public offering. All of the shares in the offering will be sold by the Company. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.

J.P. Morgan Securities LLC, SVB Leerink LLC and Evercore Group L.L.C. are acting as joint book-running managers for the offering. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

In addition, the Preliminary Prospectus Supplement contains an updated summary description of the Company's business in the section entitled "Prospectus Supplement Summary," which is attached hereto as Exhibit 99.2 and incorporated herein by reference, and updated risk factors in the section entitled "Risk Factors" in the base prospectus attached to the Preliminary Prospectus Supplement, which is attached hereto as Exhibit 99.3 and incorporated herein by reference.

This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, which is being made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any offer, solicitation, or sale of the securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

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ITEM 9.01 Financial Statements and Exhibits.




(d)  Exhibits

 Exhibit
 Number                                      Description

   99.1            Press Release of Intra-Cellular Therapies, Inc., dated January 6,
                 2020.

   99.2            Prospectus Supplement Summary included in Intra-Cellular
                 Therapies, Inc.'s Preliminary Prospectus Supplement dated January 6,
                 2020 to the Registration Statement on Form S-3 (File
                 No. 333-235817).

   99.3            Risk Factors included in the base prospectus attached to
                 Intra-Cellular Therapies, Inc.'s Preliminary Prospectus Supplement
                 dated January 6, 2020 to the Registration Statement on Form S-3
                 (File No. 333-235817).

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

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