Page 6 of 12 – SEC Filing
| SCHEDULE 13D |
| CUSIP No. 46116X 101 | Page 6 of 13 Pages |
(d) During the past five years, Moshe Alafi has not been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) During the past five years, Moshe Alafi has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction where as a result of such proceeding he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
(f) Moshe Alafi is a citizen of the United
States.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The sources of funds used by the
Reporting Persons to purchase the Issuers securities have been personal funds with respect to purchases by Dr. Alafi and Mr. Alafi and capital contributions from members of Alafi Capital with respect to purchases by Alafi Capital.
The information contained in Item 4 is incorporated herein by reference.
| Item 4. | Purpose of Transaction. |
Private Placement
Prior to the Merger (defined below), Intra-Cellular Therapies, Inc., a private Delaware corporation (ITI), sold to accredited
investors approximately $60.0 million of its shares of common stock, or 18,889,307 shares at a price of $3.1764 per share, which included approximately $15.3 million in principal and $0.8 million in accrued interest from the conversion of ITIs
then outstanding convertible promissory notes (the Private Placement).
Also, ITI granted the investors in the Private
Placement, and the other then existing stockholders of ITI, registration rights requiring ITI or any successor to register those shares of ITIs common stock (which were exchanged for shares of the Issuers Common Stock in the Merger) for
public resale, as described in more detail below. The Private Placement closed immediately prior to the Merger on August 29, 2013.
Alafi Capital purchased 3,619,234 shares of ITIs common stock in the Private Placement for a purchase price of $11,496,135, including
$6,748,637 in principal and accrued interest from the conversion of a then outstanding convertible promissory note of ITI originally issued to Alafi Capital on October 25, 2012.
Moshe Alafi purchased 31,484 shares of ITIs common stock in the Private Placement for a purchase price of $100,006.
Christopher Alafi, Ph.D. did not purchase shares in the Private Placement.
Reverse Merger
Pursuant to an
Agreement and Plan of Merger dated August 23, 2013 (the Merger Agreement) by and among the Issuer, ITI, Inc., a Delaware corporation and wholly-owned subsidiary of the Issuer (Merger Sub), and ITI, Merger Sub merged with
and into ITI, with ITI remaining as the surviving entity and a wholly-owned operating subsidiary of the Issuer (the Merger). The Merger was effective as of August 29, 2013 (the Effective Time). As part of the Merger, ITI
changed its name to ITI, Inc.
At the Effective Time, the legal existence of Merger Sub ceased and each share of ITIs common stock
and each share of ITIs preferred stock that was issued and outstanding immediately prior to the Effective Time was automatically exchanged for 0.5 shares of the Issuers Common Stock. The Issuer issued an aggregate of 22,134,647 shares of
its Common Stock upon such exchange.
Following the Merger, effective on August 29, 2013, a newly organized wholly-owned subsidiary
of the Issuer named Intra-Cellular Therapies, Inc. merged with and into the Issuer, leaving the Issuer as the surviving corporation. In connection with this merger, the Issuer, which was formerly named Oneida Resources Corp., assumed the
name Intra-Cellular Therapies, Inc.
