{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-071325","form_type":"8-K","ticker":null,"cik":"0001567514","company_name":"Intra-Cellular Therapies, Inc.","filed_at":"2025-04-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:48.810873+00:00","generated_at":"2026-05-23T23:40:45.137441+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"J&J completes $14.6B acquisition of Intra-Cellular Therapies at $132/share","bullets":["Each ITCI share converted into right to receive $132.00 in cash, no interest.","Total consideration ~$14.6 billion, funded by Johnson & Johnson cash-on-hand.","ITCI common stock to be delisted from Nasdaq; Form 25 filed, Form 15 to follow.","All pre-Merger directors resigned; J&J-appointed directors now govern the Company.","Certificate of incorporation and bylaws amended and restated at Effective Time."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-071325","json":"https://secwatch.observer/filing/0001193125-25-071325.json","markdown":"https://secwatch.observer/filing/0001193125-25-071325.md","text":"https://secwatch.observer/filing/0001193125-25-071325.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1567514/000119312525071325/0001193125-25-071325-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1567514/000119312525071325/d928406d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-23T23:40:45.137441+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"66699696b26f5077041ba72157387a2d5e863350","claim":"Intra-Cellular Therapies, Inc.: Certificate of incorporation amended and restated in connection with merger effective time.","evidence_excerpt":"Pursuant to the Merger Agreement, at the Effective Time, the Restated Certificate of Incorporation of the Company was amended and restated and, as so amended and restated, shall be the certificate of incorporation of the Company until further amended.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567514/000119312525071325/0001193125-25-071325-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"c481724233a1e49e9b1a31ed5138337610c923b8","claim":"Intra-Cellular Therapies, Inc.: Bylaws amended and restated in their entirety to mirror Merger Sub's bylaws, with conformed indemnification provisions.","evidence_excerpt":"In addition, pursuant to the Merger Agreement at the Effective Time, the bylaws of the Company were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect at the Effective Time (except that references to the name of Merger Sub were replaced by reference to the name of the Company and the indemnification provisions were conformed to the indemnification provisions of the Restated Bylaws of the Company as in effect immediately prior to the Effective Time).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567514/000119312525071325/0001193125-25-071325-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"0ec4478bb692680acb180bb754c4e95ce764d1c1","claim":"Intra-Cellular Therapies, Inc. underwent a change of control involving Johnson & Johnson for approximately $14.6 billion (closed 2025-04-02).","evidence_excerpt":"subsidiary of Johnson & Johnson. The total amount of consideration paid to the Company’s stockholders by Johnson & Johnson in connection with the Merger was approximately $14.6 billion and was funded by Johnson & Johnson through cash-on-hand.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1567514/000119312525071325/0001193125-25-071325-index.htm","confidence":0.98,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Johnson & Johnson"},{"label":"Consideration","value":"approximately $14.6 billion"},{"label":"Closing","value":"2025-04-02"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}