A Dark Vector Cognition product

Cover and table of contents

7K characters. Original on sec.gov · Markdown

Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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(mark one)​
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the fiscal year ended December 31, 2019

or

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☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the transition period from to

Commission File Number: 001-12400

INCYTE CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware (State of other jurisdiction of incorporation or organization)94-3136539 (IRS Employer Identification No.)
1801 Augustine Cut-OffWilmington, DE (Address of principal executives offices)19803 (zip code) (302) 498-6700 (Registrant’s telephone number, including area code)

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

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Title of each classTrading Symbol(s)Name of exchange on which registered
Common Stock, $.001 par value per shareINCYThe Nasdaq Stock Market LLC

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

None

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, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one)

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Large accelerated filer ☒Accelerated filer ☐Non-accelerated filer ☐ ​Smaller reporting company ☐ ​ Emerging growth company ☐

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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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of Common Stock held by non-affiliates (based on the closing sale price on The Nasdaq Global Select Market on June 30, 2019) was approximately $15.4 billion.

As of February 6, 2020 there were 216,775,534 shares of Common Stock, $.001 par value per share, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Items 10 (as to directors and Delinquent Section 16(a) Reports), 11, 12, 13 and 14 of Part III incorporate by reference information from the registrant’s proxy statement to be filed with the Securities and Exchange Commission in connection with the solicitation of proxies for the registrant’s 2020 Annual Meeting of Stockholders to be held on May 26, 2020.

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Table of Contents

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PART I​​
Item 1.Business2
Item 1A.Risk Factors30
Item 1B.Unresolved Staff Comments52
Item 2.Properties52
Item 3.Legal Proceedings53
Item 4.Mine Safety Disclosures53
​Information about our Executive Officers53
PART II​​
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities55
Item 6.Selected Financial Data56
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations57
Item 7A.Quantitative and Qualitative Disclosures About Market Risk72
Item 8.Financial Statements and Supplementary Data73
Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure118
Item 9A.Controls and Procedures118
Item 9B.Other Information121
PART III​​
Item 10.Directors, Executive Officers and Corporate Governance121
Item 11.Executive Compensation121
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters121
Item 13.Certain Relationships and Related Transactions, and Director Independence122
Item 14.Principal Accountant Fees and Services122
PART IV​​
Item 15.Exhibits, Financial Statement Schedules122
Item 16.Form 10-K Summary125
SIGNATURES126

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Next: Item 1. Business