Item
5.07. Submission of Matters to a Vote of Security Holders.
On
June 21, 2021, Intec Pharma Ltd. (the “Company” or “Intec Israel”) held a special meeting of shareholders
(the “Special Meeting”) to consider seven proposals related to the Company’s merger with Decoy Biosystems, Inc.,
a Delaware corporation (“Decoy”), in connection with the Agreement and Plan of Merger and Reorganization dated March
15, 2021 (the “Merger Agreement”) among the Company, Intec Parent, Inc., a Delaware corporation and wholly-owned subsidiary
of the Company (“Intec Parent”), Dillon Merger Subsidiary Inc., a Delaware corporation (“Merger Sub”),
Domestication Merger Sub, Ltd., an Israeli company and a wholly-owned subsidiary of Intec Parent (“Domestication Merger
Sub”), and Decoy. Each of the Company’s proposals was approved by the requisite vote of the Company’s shareholders
as described below.
At
the close of business on May 20, 2021, the record date for the Special Meeting, there were 4,821,971 ordinary shares of the Company
outstanding. The holders of a total of 2,024,212 ordinary shares of the Company were represented at the Special Meeting in person
or by proxy, representing approximately 42% of the Company’s ordinary shares entitled to vote at the Special Meeting, which
total constituted a quorum for the Special Meeting in accordance with the Company’s bylaws.
Set
forth below are the matters acted upon by the Company’s shareholders at the Special Meeting and the final voting results
on each such matter. Each proposal required approval by holders of a majority of shares of the Company present and entitled to
vote a meeting at which a quorum is present. For more information on these proposals, please refer to the Company’s joint
proxy statement/prospectus for the Special Meeting, filed with the Securities and Exchange Commission on May 14, 2021.
1.
Approval of the merger of Merger Sub with and into Decoy, the Merger Agreement and the transactions contemplated thereunder:
For
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Against
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Abstain
|
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Broker
Non-Votes
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768,706
|
|
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14,460
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|
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826
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1,240,220
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2.
Approval of the domestication of the Company from Israel to the State of Delaware by Domestication Merger Sub merging with and
into the Company, the Merger Agreement and certain matters related thereto, including Intec Parent’s amended and restated
certificate of incorporation:
For
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Against
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Abstain
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Broker
Non-Votes
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770,015
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|
|
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13,409
|
|
|
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568
|
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1,240,220
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3.
Approval to grant discretionary authority to the board of directors of the Company to amend
the articles of association of the Company to effect a reverse stock split of Intec Israel ordinary shares at a ratio within the
range between 1-for-2 and 1-for-4 to be effective at the ratio and on a date to be determined by the board of directors of Intec
Israel in its sole discretion, prior to the effectiveness of the Domestication Merger.
For
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Against
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Abstain
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Broker
Non-Votes
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1,923,825
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92,405
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7,892
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0
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4.
Approval to elect Michael J. Newman, Ph.D., Jeffrey A. Meckler, Anthony J. Maddaluna, Hila Karah, Dr. Roger J. Pomerantz, William
B. Hayes, Hoonmo Lee and Brian O’Callaghan to serve staggered terms until the first, second and third annual general meeting:
Nominee
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For
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Against
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Abstain
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Broker
Non-Votes
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Michael J. Newmann, Ph.D.
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763,139
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13,419
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7,434
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1,240,220
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Jeffrey A. Meckler
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760,090
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15,426
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8,476
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1,240,220
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Anthony J. Maddaluna
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763,460
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11,886
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8,646
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1,240,220
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Hila Karah
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756,240
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15,209
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12,543
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1,240,220
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Dr. Roger J. Pomerantz
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764,689
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10,597
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8,706
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1,240,220
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William B. Hayes
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754,043
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15,724
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14,225
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1,240,220
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Hoonmo Lee
|
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750,130
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20,374
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|
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13,488
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1,240,220
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Brian O’Callaghan
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759,929
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10,441
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13,622
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1,240,220
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5.
Approval and adoption of the Intec Parent Option Plan:
For
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Against
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Abstain
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Broker
Non-Votes
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749,039
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|
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21,961
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|
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12,993
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1,240,220
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6.
Approval of the issuance of such number of Company ordinary shares or Intec Parent common stock in a closing financing as would
yield aggregate gross proceeds to the Company or Intec Parent, as applicable, such that the combined net cash of Intec Parent
will be not less than $30 million and not more than $50 million:
For
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Against
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Abstain
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Broker
Non-Votes
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743,435
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|
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28,129
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|
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12,429
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1,240,220
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7.
Approval to adjourn the meeting.
For
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Against
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Abstain
|
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Broker
Non-Votes
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2,006,463
|
|
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10,759
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|
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6,990
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0
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