Current Report Filing (8-k)
29 October 2020 - 11:22PM
Edgar (US Regulatory)
0001638381
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0001638381
2020-10-29
2020-10-29
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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)
October
29, 2020
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
|
|
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
3.03 Material Modification to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by
reference.
Item
5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
previously disclosed, on July 15, 2020, Intec Pharma Ltd. (the “Company”) held its annual meeting of shareholders
(the “Annual Meeting”). At the Annual Meeting, the shareholders approved, among other things, a proposal to grant
discretionary authority to the Company’s board of directors (the “Board”), to approve amendments to the Company’s
Articles of Association to effect a reverse share split of the Company’s ordinary shares at a ratio with the range from
1-for-5 to 1-for-25, to be effective at the ratio and on a date to be determined by the Board in its sole discretion.
The
Board subsequently approved a 1-for-20 reverse share split of the Company’s issued and outstanding ordinary shares (the
“Reverse Share Split”), and the Reverse Share Split will become effective after the close of trading on October 29,
2020. The Company’s ordinary shares will begin trading on the Nasdaq on a split-adjusted basis when the market opens on
October 30, 2020.
When
the Reverse Share Split becomes effective, every 20 of the Company’s issued and outstanding ordinary shares will
automatically combine into one ordinary share. In addition, proportionate adjustments will be made to the exercise prices of the
Company’s outstanding options, warrants and pre-funded warrants and to the number of shares issuable under the Company’s existing
option plans. Any fraction of an ordinary share that would otherwise have resulted from the Reverse Share Split will be rounded
up to the next whole number.
Additionally,
effective at the same time as the Reverse Share Split, the total number of ordinary shares the Company is authorized to issue
will change from 350,000,000 shares to 17,500,000 shares, no par value. A copy of the Company’s Articles of
Association, as amended on October 29, 2020, reflecting this change is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
The
Company’s ordinary shares will continue to trade on the Nasdaq Capital Market under the symbol “NTEC.” The new
CUSIP number for ordinary shares following the Reverse Share Split will be M53644148.
VStock
Transfer, LLC, the Company’s transfer agent, will act as the exchange agent for the Reverse Share Split.
For
more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the Securities and
Exchange Commission on June 8, 2020, the relevant portions of which are incorporated herein by reference.
Item
8.01 Other Events.
On
October 29, 2020, the Company announced the 1-for-20 Reverse Share Split that is scheduled to become effective after trading closes
on October 29, 2020. A copy of the press release announcing these events is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is hereby incorporated by reference herein.
Item
9.01. Financial Statement and Exhibits.
(d)
Exhibits.
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:
October 29, 2020
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INTEC
PHARMA LTD.
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|
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By:
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/s/
Nir Sassi
|
|
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Nir Sassi
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|
|
Chief
Financial Officer
|
2
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