Current Report Filing (8-k)
August 09 2021 - 6:01AM
Edgar (US Regulatory)
0001638381
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0001638381
2021-08-03
2021-08-03
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xbrli:shares
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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)
August
3, 2021
INTEC
PHARMA LTD.
(Exact
name of registrant as specified in its charter)
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Israel
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001-37521
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N/A
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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12
Hartom St.
Har Hotzvim
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Jerusalem,
Israel
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9777512
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(Address
of principal executive offices)
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(Zip
Code)
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+
972-2-586-4657
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(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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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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☐
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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:
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Title
of each class
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Trading
Symbol(s)
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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
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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. ☐
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Item
3.01
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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In
connection with the Merger (as defined below) and the previously announced domestication merger (which was consummated on July 27, 2021
and was one of the closing conditions of the Merger), after which Intec Pharma Ltd., an Israeli company (the “Company”),
became a wholly owned subsidiary of Indaptus Therapeutics, Inc. (formerly Intec Parent, Inc.), a Delaware corporation (“Indaptus”),
a request was made for the Nasdaq Stock Market LLC to file with the Securities and Exchange Commission (the “SEC”) an application
on Form 25 to delist and deregister the ordinary shares of the Company under Section 12(b) of the Securities Exchange Act of 1934, as
amended. The Form 25 was filed on August 3, 2021 and will become effective 10 days following its
filing.
On
August 3, 2021, Indaptus completed its business combination with Decoy Biosystems, Inc., a Delaware corporation (“Decoy”)
following the satisfaction or waiver of the conditions set forth in the Agreement and Plan of Merger, dated as of March 15, 2021 among
Indaptus, the Company, and Dillon Merger Subsidiary Inc., a Delaware corporation and wholly owned subsidiary of Indaptus (“Merger
Sub”) pursuant to which Merger Sub merged with and into Decoy, with Decoy surviving as a wholly owned subsidiary of Indaptus (the
“Merger”).
As
previously disclosed, on July 23, 2021, Indaptus entered into a securities purchase agreement with a certain institutional investor,
pursuant to which Indaptus agreed to sell and issue, in a private placement (the “Private Placement”) a pre-funded warrant
to purchase up to 2,727,273 shares of Indaptus’s common stock (the “Pre-funded Warrant”) and a warrant to purchase
up to 2,727,273 of Indaptus’s common stock (the “Warrant”) at a purchase price of $10.99 per Pre-funded Warrant and
associated Warrant, for aggregate gross proceeds to Indaptus of approximately $29.9 million (or approximately $30.0 million assuming
the full exercise of the Pre-funded Warrant), before deducting the placement agent’s fees and other estimated offering expenses
payable by Indaptus. On August 3, 2021, the Private Placement closed.
The
closing of the Merger and the closing of the Private Placement, along with other related matters, including, but not limited to, the
wind down of the Accordion Pill business of the Company, the name change from Intec Parent, Inc. to Indaptus Therapeutics, Inc., the
appointment of certain directors and officers of Indaptus, the entering into of employment or consulting agreements with certain executive
officers of Indaptus, the granting of options for certain executive officers of Indaptus, the approval of a form of indemnification agreement
to be entered into with each of the directors and executive officers of Indaptus, the amendment to the stock incentive plan of Indaptus,
and the adoption of a director compensation policy, are described in the two Current Reports on Form 8-K filed by Indaptus with the SEC
on August 6, 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:
August 6, 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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Intec Parent (NASDAQ:NTEC)
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