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Table of Contents ( Mark One ) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 0 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON , D.C. 20549 FORM 10 - K OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Delaware ( State or Other Jurisdiction of Incorporation or Organization ) Commission file number : 001-35668 Intercept Pharmaceuticals , Inc. ( Exact Name of Registrant as Specified in Its Charter ) 10 Hudson Yards , 37th Floor New York , NY 10001 ( Address of Principal Executive Offices and Zip Code ) ( Registrant's Securities registered pursuant to Section 12 ( b ) of the Act : Title of each class Common Stock , par value $ 0.001 per share Securities registered pursuant to Section 12 ( g ) of the Act : None Large accelerated filer Non - accelerated filer ( 646 ) 747-1000 Telephone Number , Including Area Code ) Trading Symbol ( s ) ICPT 22-3868459 ( I.R.S. Employer Identification No. ) Name of each exchange on which registered Nasdaq Global Select Market Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes > No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 ( d ) of the Act . Yes No Indicate by check mark whether the registrant ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes No Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and “ emerging growth company " in Rule 12b - 2 of the Exchange Act : Accelerated filer Smaller reporting company Emerging growth company 000 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 . Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Act ) . Yes No The aggregate market value of the registrant's common stock held by non - affiliates as of June 30 , 2020 , the last business day of the registrant's most recently completed second fiscal quarter , was $ 1,259.3 million ( computed by reference to the closing price of $ 47.91 on such date as reported by the Nasdaq Global Select Market ) . Common stock held by our executive officers , directors and certain stockholders as of such date has been excluded from this calculation because such persons may be deemed to be affiliates . This determination of affiliate status is not necessarily a conclusive determination for other purposes . The number of shares of the registrant's common stock outstanding as of December 31 , 2020 was 33,015,614 . DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Part III of this Annual Report on Form 10 - K is incorporated by reference to the registrant's definitive proxy statement related to its 2021 Annual Meeting of Stockholders , to be filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10 - K .