Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 16 2021 - 5:09PM
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)
July
13, 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.)
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12
Hartom St.
Har
Hotzvim
|
|
|
Jerusalem,
Israel
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|
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):
☒
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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|
Trading
Symbol
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Name
of each exchange on which registered
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Ordinary
Shares, no, par value
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NTEC
|
|
Nasdaq
Capital Market
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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. ☐
Intec
Pharma Ltd. (the “Company”), the directors of the Company (the “Intec Board”), Intec Parent, Inc., Dillion Merger
Subsidiary, Inc., Decoy Biosystems, Inc (“Decoy”) and Domestication Merger Sub Ltd. (collectively, “Defendants”)
were named as defendants in connection with the following actions: St. Hilarie v. Intec Pharma Ltd., Case No. 1:21-cv-04000 (S.D.N.Y.);
Tran v. Intec Pharma Ltd., Case No. 1:21-cv-04026 (S.D.N.Y.); Davidson v. Intec Pharma Ltd., Case No. 1:21-cv-00673 (D.
Del.); and Figueroa v. Intec Pharma Ltd., Case No. 1:21-cv-02621 (E.D.N.Y.) (collectively, the “Actions”). Plaintiffs
in the Actions alleged, among other things, that the members of the Intec Board breached their fiduciary duties by agreeing to the previously
disclosed merger of the Company with Decoy (the “Merger”) and misrepresented and failed to disclose in the proxy statement/prospectus
(the “Proxy Statement”), which forms part of the Registration Statement on Form S-4 (File No. 333-255389) (the “Registration
Statement”) filed by the Company as a co-registrant on April 20, 2021 with the U.S. Securities and Exchange Commission (the “Commission”),
allegedly material information necessary for the shareholders of the Company to cast an informed vote on the Merger.
On
May 12, 2021, solely to eliminate the burden, expense and risk of further litigation, and without admitting any liability or wrongdoing,
the Company made certain supplemental disclosures to the Proxy Statement forming part of Amendment No. 1 to the Registration Statement
filed by the Company as a co-registrant with the Commission on May 12, 2021.
Plaintiffs subsequently voluntarily dismissed the
Actions (on May 13, 2021 in the St. Hilarie and Tran cases, on July 12, 2021 in the Davidson case, and on
July 13, 2021in the Figueroa case). In addition, and in order to avoid the uncertainties and costs associated with a
contested application for Plaintiffs’ attorneys’ fees and expenses and without any admission that Plaintiffs’
claims were meritorious or that any such fees or expenses would be owed, on July 13, 2021, the Defendants entered into
an agreement pursuant to which the Company agreed to pay Plaintiffs’ counsel a fee in the amount of $225,000 (the “Negotiated
Attorney Fee”). The Negotiated Attorney Fee is made in full satisfaction of any and all claims for fees or costs by any of Plaintiffs’
counsel in the Actions and fully resolves them.
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 16, 2021
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INTEC
PHARMA LTD.
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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
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