Registration No. 333 - _________
As filed with the Securities and Exchange Commission on August 17, 2020
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
THE SECURITIES ACT OF 1933
INTEC PHARMA LTD.
(Exact name of Registrant as specified in its charter)
|(State or other jurisdiction of||(IRS Employer|
|incorporation or Organization)||Identification No.)|
12 Hartom Street
Har Hotzvim, Jerusalem 9777512, Israel
(+972) (2) 586-4657
(Address of principal executive offices)
Intec Pharma Ltd. 2015 Equity Incentive Plan
(Full title of the plan)
Intec Pharma, Inc.
Columbus Circle - 15th Floor
New York, NY 10019
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
With copies to:
Meitar | Law Offices
16 Abba Hillel Silver Rd.
Ramat Gan 52506, Israel
Tel: (+972) (3) 610-3100
Gary Emmanuel, Esq.
Will & Emery LLP
Tel: (212) 547-5400
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|Large accelerated filer ☐||Accelerated filer ☒|
|Non-accelerated filer||Smaller reporting company ☒|
|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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered(1)
to be Registered
|Proposed Maximum Offering Price Per Security||Proposed Maximum Aggregate Offering Price||Amount of Registration Fee|
|Ordinary Shares, no par value||4,069,764||$||0.381||(2)||$||1,550,580||(2)||$||201.27|
|Ordinary Shares, no par value||430,236||$||0.3075||(3)||$||132,298||(3)||$||17.17|
|(1)||This registration statement on Form S-8 (this “Registration Statement”) covers 4,500,000 ordinary shares, no par value (the “Shares”) of Intec Pharma Ltd. (the “Registrant” or “Company”), which may be issued under the Registrant’s 2015 Equity Incentive Plan (the “Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional ordinary shares that become issuable under the Plan by reason of any share dividend, share split, recapitalization or similar transaction effected without the receipt of consideration which results in an increase in the number of the Company’s outstanding Ordinary Shares.|
|(2)||Calculated pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per ordinary share is $0.381, which represents the average of the high and low prices per share of the Registrant’s ordinary shares as reported on the Nasdaq Capital Market on August 14, 2020.|
|(3)||Determined in accordance with Rule 457(g) under the Securities Act, based on the exercise price of $0.3075 per share at which the options may be exercised.|
This Registration Statement registers an additional 4,500,000 Shares of the Company, which may be issued under the Plan. In accordance with General Instruction E of Form S-8, the contents of the Company’s Registration Statements on Form S-8 (File Nos. 333-209700, 333-212801, 333-222217 and 333-227027) relating to the Plan, filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2016 and August 1, 2016, each as amended each by Post-Effective Amendments No. 1, filed with the Commission on April 7, 2017, on December 21, 2017 and on August 27, 2018, are incorporated herein by reference except for Items 3 and 8 of the Company's Registration Statement, which are included in this Registration Statement.
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* The documents containing the information specified in this Part I of Form S-8 (plan information and registrant information and employee plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1). Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission by the Company, are incorporated herein by reference into this Registration Statement:
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 13, 2020;
|●||our Quarterly Report on Form 10-Q for the quarter ended on March 31, 2020 and June 30, 2020, filed with the SEC on May 11, 2020 and August 5, 2020, respectively;|
our Current Reports on Form 8-K (other than the information furnished pursuant to Item 2.02 or 7.01 thereof or related exhibits furnished pursuant to Item 9.01 thereof) filed with the SEC on February 3, 2020, May 6, 2020, June 8, 2020, July 17, 2020 and August 10, 2020; and
|●||the description of our ordinary shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-37521), filed with the SEC on July 28, 2015, including any amendment or report filed for the purpose of updating such description.|
We also incorporate by reference all future documents (excluding information furnished pursuant to Items 2.02 and 7.01 of Form 8-K) we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining unsold.
Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed amendment to this Registration Statement or in any document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement, except as to such specific section of such statements as set forth therein.
Item 8. Exhibits
See attached Exhibit Index.
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Jerusalem, Israel on the 17th day of August, 2020.
|INTEC PAHRMA LTD.|
|By:||/s/ Jeffrey A. Meckler|
|Name:||Jeffery A. Meckler|
|Title:||Chief Executive Officer and Vice Chairman|
POWER OF ATTORNEY
We, the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Jeffrey A. Meckler and Nir Sassi, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and any and all amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under the Securities Act, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith, with the Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of the 17th day of August, 2020.
|/s/ Dr. John W. Kozarich||Chairman of the Board of Directors|
|Dr. John W. Kozarich|
|/s/ Jeffery A. Meckler||Chief Executive Officer and Vice Chairman (principal executive officer)|
|Jeffery A. Meckler|
|/s/ Nir Sassi||Chief Financial Officer (principal financial and accounting officer)|
|/s/ Hila Karah||Director|
|/s/ Anthony J. Maddaluna||Director|
|Anthony J. Maddaluna|
|/s/ Dr. Roger J. Pomerantz||Director|
|Dr. Roger J. Pomerantz|
|/s/ William B. Hayes||Director|
|William B. Hayes|
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Intec Pharma Ltd. has signed this Registration Statement on this 17th day of August, 2020.
|INTEC PHARMA, INC.|
|By:||/s/ Nir Sassi|
|EXHIBIT NO.||DESCRIPTION OF DOCUMENT|
|5.1*||Opinion of Meitar | Law Offices as to the legality of the securities being registered|
|23.1*||Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), independent registered public accounting firm, a member firm of PricewaterhouseCoopers International Limited|
|23.2*||Consent of Meitar | Law Offices (included in Exhibit 5.1)|
|24.1*||Power of Attorney (included on the signature page of this Registration Statement)|
|99.1||Intec Pharma Ltd. 2015 Equity Incentive Plan, as amended (incorporated herein by reference to Exhibit 99.2 to the Company's Registration Statement on Form S-8 filed with the SEC on February 25, 2016)|
|Ramat Gan, August 17, 2020|
|Our ref: 8141/1|
Intec Pharma Ltd.
RE: Registration on Form S-8
Ladies and Gentlemen:
We have acted as Israeli counsel to Intec Pharma Ltd., a company organized under the laws of the State of Israel (the “Company”), in connection with its filing of a registration statement on Form S-8 on or about August 17, 2020 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of additional 4,500,000 of the Company’s ordinary shares, no par value (the “Shares”), which may be issued under the Company’s 2015 Equity Incentive Plan (the “Plan”).
In our capacity as counsel to the Company, we have examined originals or copies, satisfactory to us, of the Company’s (i) Amended and Restated Articles of Association, (ii) the Plan and (iii) resolutions of the Company’s compensation committee, board of directors and shareholders. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as copies or facsimiles. As to any facts material to such opinion, to the extent that we did not independently establish relevant facts, we have relied on certificates of public officials and certificates of officers or other representatives of the Company. We are admitted to practice law in the State of Israel and the opinion expressed herein is expressly limited to the laws of the State of Israel.
On the basis of the foregoing, we are of the opinion that the Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the Plan, pursuant to agreements with respect to the Plan and, as the case may be, pursuant to the terms of the awards granted or that may be granted under the Plan, will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this opinion and such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder or Item 509 of Regulation S-K promulgated under the Securities Act.
This opinion letter is rendered as of the date hereof and we disclaim any obligation to advise you of facts, circumstances, events or developments that may be brought to our attention after the effective date of the Registration Statement that may alter, affect or modify the opinions expressed herein.
|Very truly yours,|
|/s/ Meitar | Law Offices|
|Meitar | Law Offices|
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 13, 2020 relating to the financial statements, which appears in Intec Pharma Ltd.'s Annual Report on Form 10-K for the year ended December 31, 2019.
|Tel-Aviv, Israel||/S/ Kesselman & Kesselman|
|August 17, 2020||Certified Public Accountants (Isr.)|
|A member firm of PricewaterhouseCoopers International Limited|
Kesselman & Kesselman, Trade Tower, 25 Hamered Street, Tel-Aviv 6812508, Israel,
P.O Box 50005 Tel-Aviv 6150001 Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il