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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 28, 2024

 

INCYTE CORPORATION 

(Exact name of registrant as specified in its charter)

 

Delaware
(State or Other Jurisdiction of
Incorporation)
  001-12400
(Commission File Number)
  94-3136539
(I.R.S. Employer
Identification No.)

 

1801 Augustine Cut-Off    
Wilmington, DE   19803
(Address of principal executive offices)   (Zip Code)

 

(302) 498-6700

(Registrant’s telephone number,
including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

 

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

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common Stock, $.001 par value per share   INCY   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

 

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.  ¨

 

 

 

 

 

 

Item 1.01Entry Into a Material Definitive Agreement.

 

On June 28, 2024, Incyte Corporation (the “Company”) and its subsidiary, Incyte Holdings Corporation (“Incyte Holdings”), entered into Amendment No. 2 (“Amendment No. 2”) to the Revolving Credit and Guaranty Agreement dated as of August 21, 2021 among the Company, as borrower, Incyte Holdings, as a guarantor, the lenders from time to time party thereto, J.P. Morgan Chase Bank, N.A. as administrative agent, and the other financial institutions party thereto (such Revolving Credit and Guaranty Agreement, as amended by Amendment No. 1 thereto, the “Existing Credit Agreement” and, as amended by Amendment No. 2, the “Amended Credit Agreement”).

 

Amendment No. 2 extended the maturity date of the revolving credit facility under the Existing Credit Agreement from August 18, 2024 to June 28, 2027.

 

A copy of Amendment No. 2, which will include a full copy of the Amended Credit Agreement, will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024.

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information contained in Item 1.01 above with respect to entry into the Amended Credit Agreement is incorporated herein by reference.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: July 3, 2024

 

  INCYTE CORPORATION
     
  By: /s/ Sheila A. Denton
    Sheila A. Denton
    Executive Vice President and
    General Counsel

 

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