Incyte Corp. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(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 | ||
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 1.01 | Entry 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 2.03 | Creation 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.
2
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 | ||
3