Current Report Filing (8-k)
July 23 2021 - 3:35PM
Edgar (US Regulatory)
0001638381
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0001638381
2021-07-23
2021-07-23
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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)
July
23, 2021
INTEC
PHARMA LTD.
(Exact
name of registrant as specified in its charter)
Israel
|
|
001-37521
|
|
N/A
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
|
12
Hartom St.
Har Hotzvim
|
|
|
Jerusalem,
Israel
|
|
9777512
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
+
972-2-586-4657
|
(Registrant’s
telephone number, including area code)
(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 obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☒
|
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
|
Ordinary
Shares, no par value
|
|
NTEC
|
|
Nasdaq
Capital Market
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
8.01 Other Events.
As
of July 23, 2021, the authorized share capital of Intec Pharma Ltd., as Israeli company (the “Company”), is 17.5 million
ordinary shares, of which 7,370,883 ordinary shares are outstanding. In addition there are: 908,601 ordinary shares issuable upon the
exercise of outstanding warrants; 230,805 ordinary shares issuable upon the exercise of outstanding options granted under the Company’s
equity incentive plans; and 213,303 ordinary shares available for future equity-based awards under the Company’s 2015 Equity Incentive
Plan.
On
July 23, 2021, the Board of Directors (the “Board”) of Intec Parent, Inc. (“Intec Parent”), a Delaware corporation
and wholly owned subsidiary of the Company, appointed each of Hila Karah, Anthony J. Maddauluna, William B. Hayes and Dr. Roger J. Pomerantz
as directors of Intec Parent (the “Director Appointments”). Dr. Roger J. Pomerantz also was appointed as Chairman of the
Company’s board of directors. Jeffrey Meckler was previously appointed as a director of Intec Parent and will continue to serve
as a director. The Board also established three standing committees (the Audit Committee, the Nominating Committee and the Compensation
Committee) and appointed directors to the standing committees (the “Committee Appointments”). In addition, the Board appointed
the following persons as officers of Intec Parent (the “Officer Appointments”): Jeffrey Meckler (Chief Executive Officer);
Nir Sassi (Chief Financial Officer); and Walt Linscott (Chief Business Officer). The Director Appointments, the Committee Appointments
and the Officer Appointments are described in the Current Report on Form 8-K filed by Intec Parent on July 23, 2021.
On
July 23, 2021, Intec Parent amended and restated its certificate of incorporation and its bylaws, effective immediately, as described
in the registration statement on Form S-4, as amended (File No. 333-255389), filed by the Company and Intec Parent as co-registrants
with the Securities and Exchange Commission on May 12, 2021, and the Current Report on Form 8-K filed by Intec Parent on July 23, 2021.
SIGNATURES
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.
Date:
July 23, 2021
|
INTEC
PHARMA LTD.
|
|
|
|
By:
|
/s/
Nir Sassi
|
|
|
Nir
Sassi
|
|
|
Chief
Financial Officer
|
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