Current Report Filing (8-k)
06 April 2019 - 8:23AM
Edgar (US Regulatory)
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)
April 2, 2019
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))
|
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
x
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.
x
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On April 26,
2019, the term of office of each of Gil Bianco and Issac Silberman as a director of Intec Pharma Ltd. (the
“Company”) is set to expire. Each of Mr. Bianco and Mr. Silberman had originally been elected to serve as an
external director pursuant to the provisions of the Israeli Companies Law 1999, however on May 14, 2018, the Company’s
board of directors adopted an exemption to opt out of these requirements pursuant to the Israeli Companies Regulations
(Relief for Companies whose Securities are Listed for Trading on a Stock Exchange Outside Israel), 2000. In connection with
the upcoming expiration of their term of office and the previous adoption by the Company of the aforementioned exemption, on
April 2, 2019, the Company’s board of directors appointed each of Mr. Bianco and Mr. Silberman to continue serving on
the board of directors, upon the lapse of their tenure, to serve until the next annual general meeting of shareholders of the
Company. Biographies of Messrs. Bianco and Silberman are set forth under Part III, Item 10 of the Company’s Form 10-K
for the year ended December 31, 2018, filed with the Securities and Exchange Commission on February 27, 2019 which are
incorporated herein by reference. Each of Mr. Bianco and Mr. Silberman will continue to serve as a member of the audit
committee and Mr. Silberman will continue to serve as a member of the compensation committee and each will continue to be
entitled to the same cash compensation as other non-executive directors of the Company. There is no arrangement or
understanding between Mr. Bianco or Mr. Silberman and any other person pursuant to which he was selected as a director. There
are no family relationships between either of Mr. Bianco or Mr. Silberman and any director or executive officer of the
Company, and each has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Following
the recommendation of the Compensation Committee and approval of the Board of Directors of the Company, on April 4, 2019 the Company’s
shareholders approved revised terms of employment of Jeffrey Meckler, as the Company’s Chief Executive Officer, such that
his annual base salary shall be $540,000, effective January 1, 2019, and further approved the grant to Mr. Meckler of 125,000 options.
The foregoing options have an exercise price of $7.64 per share, a seven-year term and, subject to Mr. Meckler’s continued
employment with the Company on the applicable vesting date, vest with respect to one-third of the ordinary shares on the first
anniversary of the date of grant and with respect to the balance of the ordinary shares shall vest over two years in eight equal
quarterly installments following the first anniversary of the date of grant.
Following
approval of the Compensation Committee and the Board of Directors of the Company, on April 4, 2019, the Company’s shareholders
approved amendments to the Company’s Compensation Policy to amend non-employee director cash compensation and the maximum
annual premiums for officer and director liability insurance. Such amendments are more fully described in the Company’s definitive
proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on February 28, 2019 (the “Proxy Statement”)
and is qualified in its entirety by reference to the full text of the Compensation Policy, as amended, which is filed herewith
as Exhibit 10.1 and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
April 4, 2018, the Company held a special meeting of shareholders (the “Special Meeting”). An aggregate of 16,328,691
ordinary shares, or 49.13% of the Company’s 33,232,988 total outstanding voting shares as of March 5, 2019, the record date
for the Meeting, were present or voted at the Meeting, constituting a quorum. The following is a summary of the proposals and the
voting results of the Special Meeting; all proposals received the requisite level of approval by shareholders. A more complete
and detailed description of each matter is set out in the Proxy Statement.
1.
The Company’s shareholders approved revised terms of employment of Mr. Meckler
and approved the grant to Mr. Meckler of options pursuant to the following final voting results:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
7,500,434
|
|
|
|
3,671,298
|
|
|
|
5,156,959
|
|
|
|
0
|
|
2.
The Company’s shareholders approved amendments to the Company’s Compensation
Policy for Directors and Officers
pursuant to the following final voting results:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
10,253,260
|
|
|
|
3,336,158
|
|
|
|
11,637
|
|
|
|
0
|
|
3.
The Company’s shareholders approve an amendment to the annual fixed compensation
for the Company’s non-employee directors paid for membership on committees and for service as chair of a committee of the
Company’s board of directors pursuant to the following final voting results:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
16,210,302
|
|
|
|
38,660
|
|
|
|
79,729
|
|
|
|
0
|
|
4.
The Company’s shareholders approved and ratified the purchase of a professional
liability insurance policy for the Company’s current and future directors and officers pursuant to the following final voting
results:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
10,058,192
|
|
|
|
3,325,817
|
|
|
|
285,545
|
|
|
|
0
|
|
As
required by Israeli law, each of proposals 2 and 4 were also approved by shareholders holding a majority of the ordinary shares
voted on such proposals (excluding abstentions) who affirmatively confirmed that they were non-controlling shareholders and did
not have a personal interest in such proposals.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
* Management contract or
compensatory plan, contract or arrangement.
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: April 5, 2019
|
INTEC PHARMA LTD.
|
|
|
|
By:
|
/s/ Nir Sassi
|
|
|
Nir Sassi
|
|
|
Chief Financial Officer
|
Intec Parent (NASDAQ:NTEC)
Historical Stock Chart
From Apr 2024 to May 2024
Intec Parent (NASDAQ:NTEC)
Historical Stock Chart
From May 2023 to May 2024
Real-Time news about Intec Parent Inc (NASDAQ): 0 recent articles
More Intec Pharma Ltd. News Articles