secwatch / observer
8-K filed November 8, 2023, 6:59 PM ET CIK 0001270073
M&A confidence high sentiment neutral materiality 1.00

INTERCEPT PHARMACEUTICALS, INC.: M&A transaction — Alfasigma completes acquisition of Intercept Pharmaceuticals for $19.00 per share

INTERCEPT PHARMACEUTICALS, INC.

item 1.01item 2.01item 3.01item 2.04item 3.03item 5.01item 5.03item 5.02item 8.01item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Francesco Balestrieri

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
The directors of Purchaser immediately prior to the Effective Time were Francesco Balestrieri, Stefano Pasi and Michele Cera.
Departed

Jerome Durso

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Departed

Glenn Sblendorio

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Departed

Nancy Miller-Rich

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Departed

Daniel Bradbury

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Departed

Keith Gottesdiener

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Departed

Luca Benatti

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Departed

Paolo Fundarò

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Departed

Mark Pruzanski

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Appointed

Michele Cera

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
The directors of Purchaser immediately prior to the Effective Time were Francesco Balestrieri, Stefano Pasi and Michele Cera.
Departed

Gino Santini

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Departed

Srinivas Akkaraju

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
Appointed

Francesco Balestrieri

President
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Mr. Durso was removed as the President and Mr. Balestrieri was appointed as the President of the Surviving Corporation.
Role change

Jerome Durso

President
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Successor
Francesco Balestrieri
Filed
November 8, 2023, 6:59 PM ET
Mr. Durso was removed as the President and Mr. Balestrieri was appointed as the President of the Surviving Corporation.
Appointed

Stefano Pasi

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
The directors of Purchaser immediately prior to the Effective Time were Francesco Balestrieri, Stefano Pasi and Michele Cera.
Departed

Dagmar Rosa-Bjorkeson

Director
INTERCEPT PHARMACEUTICALS, INC.
Effective
2023-11-08
Filed
November 8, 2023, 6:59 PM ET
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Francesco Balestrieri was appointed as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
appointed
Role
Director
Exact text from the filing
The directors of Purchaser immediately prior to the Effective Time were Francesco Balestrieri, Stefano Pasi and Michele Cera.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jerome Durso resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Glenn Sblendorio resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Nancy Miller-Rich resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Daniel Bradbury resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Keith Gottesdiener resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Luca Benatti resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Paolo Fundarò resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Mark Pruzanski resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Michele Cera was appointed as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
appointed
Role
Director
Exact text from the filing
The directors of Purchaser immediately prior to the Effective Time were Francesco Balestrieri, Stefano Pasi and Michele Cera.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Gino Santini resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Srinivas Akkaraju resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Francesco Balestrieri was appointed as President at INTERCEPT PHARMACEUTICALS, INC..

Action
appointed
Role
President
Exact text from the filing
Mr. Durso was removed as the President and Mr. Balestrieri was appointed as the President of the Surviving Corporation.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Jerome Durso was removed as President at INTERCEPT PHARMACEUTICALS, INC..

Action
removed
Role
President
Exact text from the filing
Mr. Durso was removed as the President and Mr. Balestrieri was appointed as the President of the Surviving Corporation.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Stefano Pasi was appointed as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
appointed
Role
Director
Exact text from the filing
The directors of Purchaser immediately prior to the Effective Time were Francesco Balestrieri, Stefano Pasi and Michele Cera.
View on SEC.gov
Executive change SEC 8-K Item 5.02 confidence 0.95

Dagmar Rosa-Bjorkeson resigned as Director at INTERCEPT PHARMACEUTICALS, INC..

Action
resigned
Role
Director
Exact text from the filing
Jerome Durso, Paolo Fundarò, Mark Pruzanski, M.D., Srinivas Akkaraju, M.D., Ph.D., Luca Benatti, Ph.D., Daniel Bradbury, Keith Gottesdiener, M.D., Nancy Miller-Rich, Dagmar Rosa-Bjorkeson, Gino Santini and Glenn Sblendorio each resigned and ceased to be directors
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

INTERCEPT PHARMACEUTICALS, INC.: Bylaws amended and restated in their entirety at the Effective Time pursuant to the merger agreement.

Change
bylaw amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, at the Effective Time, the Company’s bylaws, as in effect immediately prior to the Effective Time, were amended and restated in their entirety (the “Second Amended and Restated Bylaws”).
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

INTERCEPT PHARMACEUTICALS, INC.: Certificate of incorporation amended and restated in its entirety at the Effective Time pursuant to the merger agreement.

Change
charter amendment
Exact text from the filing
Pursuant to the terms of the Merger Agreement, as of the Effective Time, the Company’s certificate of incorporation, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Amended and Restated Certificate of Incorporation”).
View on SEC.gov
M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

INTERCEPT PHARMACEUTICALS, INC. underwent a change of control involving Alfasigma S.p.A. for $19.00 per Share in cash (closed 2023-11-08).

Action
change of control
Counterparty
Alfasigma S.p.A.
Consideration
$19.00 per Share in cash
Closing
2023-11-08
Exact text from the filing
Purchaser commenced a tender offer (the “Offer”) on October 11, 2023, to acquire all of the outstanding shares of the Company’s common stock (the “Shares”) at an offer price of $19.00 per Share, net to the seller in cash, without interest (the “Offer Price”), subject to any applicable withholding taxes. The Offer and related withdrawal rights expired as
View on SEC.gov

Browse all governance changes →

Source: SEC EDGAR
accession 0001104659-23-115782
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