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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2020~~2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-37521

INTEC PHARMA LTD.

(Exact name of Registrant as specified in its Charter)

Israel		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
12 Hartom Street Har Hotzvim, Jerusalem		9777512
12 Hartom Street Har Hotzvim, Jerusalem IL		9777512
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +972-2 - 586-4657

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Ordinary Shares, no par value		NTEC		The Nasdaq Capital Market

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth 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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The number of shares of Registrant’s ordinary shares outstanding as of ~~November~~May 513, ~~2020~~2021: 34,~~948~~821,~~226~~971.

TABLE OF CONTENTS

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	F-1
	Condensed Consolidated Balance Sheets	F-2
	Condensed Consolidated Statements of Operations	F-3
	Condensed Consolidated Statements of Comprehensive Loss	F-3
	Condensed Consolidated Statement of Changes in Shareholders’ Equity	F-4
	Condensed Consolidated Statements of Cash Flows	F-65
	Notes to Condensed Consolidated Financial Statements	F-76-F-13
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	109
Item 3.	Defaults upon Senior Securities	109
Item 4.	Mine Safety Disclosures	109
Item 5.	Other Information	109
Item 6.	Exhibits	10

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

INTEC PHARMA LTD.

UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

ASMARCH ~~OF SEPTEMBER 30~~31, ~~2020~~2021

INTEC PHARMA LTD.

UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

TABLE OF CONTENTS

	Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheets	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Changes in Shareholders’ Equity	F-4~~-F-5~~
Consolidated Statements of Cash Flows	F-65
Notes to Consolidated Financial Statements	F-76-F-13

F-1

INTEC PHARMA LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	March 31,			December 31,
	2020			2019
	2021			2020
	U.S. dollars in thousands
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	1710,~~076~~135		$	914,~~292~~671
Investment in marketable securities		-			770
Restricted cash (Note 6)		1,000			-
Prepaid expenses and other receivables		~~609~~1,024			~~3,683~~297
TOTAL CURRENT ASSETS		1712,~~685~~159			1314,~~745~~968
NON-CURRENT ASSETS:
Property and equipment, net		~~1,680~~869			21,~~575~~394
Operating lease right-of-use assets		~~954~~685			~~1,243~~817
Other assets (Note 3a)		3,717			3,717
TOTAL NON-CURRENT ASSETS		65,~~351~~271			75,~~535~~928
TOTAL ASSETS	$	2417,~~036~~430		$	2120,~~280~~896
Liabilities and shareholders’ equity
CURRENT LIABILITIES -
Accounts payable and accruals:
Trade	$	~~531~~183		$	~~3,507~~368
Other (Note 5)		45,~~019~~020			4,~~835~~966
TOTAL CURRENT LIABILITIES		45,~~550~~203			85,~~342~~334
LONG-TERM LIABILITIES -
Non-current operating lease liabilities		458			799
Operating lease liabilities		178			338
Other liabilities		~~951~~705			~~604~~691
TOTAL LONG-TERM LIABILITIES		~~1,409~~883			1,~~403~~029
TOTAL LIABILITIES		56,~~959~~086			96,~~745~~363
COMMITMENTS AND CONTINGENT LIABILITIES (Note 3)		-
SHAREHOLDERS’ EQUITY:
Ordinary shares, with no par value - authorized: 17,500,000 and 5,000,000 Ordinary Shares as of September 30, 2020 and December 31, 2019, respectively; issued and outstanding: 3,948,226 and 1,794,611 Ordinary Shares as of September 30, 2020 and December 31, 2019, respectively		727			727
Ordinary shares, with no par value - authorized: 17,500,000 Ordinary Shares as of March 31, 2021 and December 31, 2020; issued and outstanding: 4,502,578 and 4,321,296 Ordinary Shares as of March 31, 2021 and December 31, 2020, respectively		727			727
Additional paid-in capital		~~217~~218,~~330~~397			~~200~~217,~~231~~357
Accumulated deficit		(~~199~~207,~~980~~780	)		(~~189~~203,~~423~~551	)
TOTAL SHAREHOLDERS’ EQUITY		1811,~~077~~344			1114,~~535~~533
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	2417,~~036~~430		$	2120,~~280~~896

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-2

INTEC PHARMA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended September 30						Nine months ended September 30
	2021			2020
	2020			2019			2020			2019
	Three months ended March 31
	U.S. dollars in thousands						U.S. dollars in thousands
	2021			2020
OPERATING EXPENSES:
	U.S. dollars in thousands
RESEARCH AND DEVELOPMENT EXPENSES, net	$	(2,112	)	$	(8,448	)	$	(5,411	)	$	(24,850	)
OPERATING EXPENSES:
GENERAL AND ADMINISTRATIVE EXPENSES		(1,529	)		(2,157	)		(4,874	)		(6,491	)
RESEARCH AND DEVELOPMENT EXPENSES	$	(2,157	)	$	(2,024	)
IMPAIRMENT OF LONG-LIVED ASSETS		-			(9,759	)		-			(9,759	)
GENERAL AND ADMINISTRATIVE EXPENSES		(2,021	)		(1,715	)
OPERATING LOSS		(34,~~641~~178	)		(203,~~364~~739	)		~~(10,285~~	)		~~(41,100~~	)
FINANCIAL INCOME (EXPENSES), net		(57	)		14			(123	)		157
FINANCIAL EXPENSES, net		(31	)		(70	)
LOSS BEFORE INCOME TAX		(34,~~698~~209	)		(203,~~350~~809	)		~~(10,408~~	)		~~(40,943~~	)
INCOME TAX		(4220	)		(2861	)		~~(149~~	)		~~(100~~	)
NET LOSS	$	(34,~~740~~229	)	$	(203,~~378~~870	)	$	~~(10,557~~	)	$	~~(41,043~~	)
		U.S. dollars
LOSS PER SHARE BASIC AND DILUTED	$	(0.95	)	$	(12.16	)	$	(3.35	)	$	(24.61	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER ORDINARY SHARE IN THOUSANDS		3,952			1,676			3,153			1,668

	U.S. dollars
LOSS PER ORDINARY SHARE - BASIC AND DILUTED	$	(0.96	)	$	(1.65	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING USED IN COMPUTATION OF BASIC AND DILUTED LOSS PER ORDINARY SHARE IN THOUSANDS		4,419			2,346

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-3

(Continued) - 1

INTEC PHARMA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

	Shares			Amounts		Amounts		Deficit			Total
	Ordinary Shares					Additional paid-in capital		Accumulated Deficit			Total
	Number of shares			Amounts		Amounts
	U.S. dollars in thousands			~~U.S. dollars in thousands~~
BALANCE AT JANUARY 1, 2019		1,661,649		$	727	$	194,642	$	(141,824	)	$	53,545
BALANCE AT JANUARY 1, 2020		1,811,431		$	727	$	200,231		(189,423	)	$	11,535
CHANGES IN THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2019:
CHANGES IN THE THREE-MONTH PERIOD ENDED MARCH 31, 2020:
Issuance of ordinary shares, net of issuance costs		8541,~~834~~569			-		~~1,969~~421		-			~~1,969~~421
Exercise of options		3,491			-		268		-			268
Issuance of ordinary shares and warrants, net of issuance costs		812,500			-		5,692		-			5,692
Share-based compensation (Note 4)					-		2,748		-			2,748
Waiver of ordinary shares by a shareholder
Net loss		-			-		-		(41,043	)		(41,043	)
Waiver of ordinary shares by a shareholder, shares
BALANCE AT SEPTEMBER 30, 2019		1,750,974		$	727	$	199,627	$	(182,867	)	$	17,487
Exercise of warrants (Note 4a)
BALANCE AT JANUARY 1, 2020		1,794,611		$	727	$	200,231	$	(189,423	)	$	11,535
Exercise of warrants (Note 4a), shares
CHANGES IN THE NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2020:
Share-based compensation (Note 4b)		-			-		442		-			442
Issuance of ordinary shares, net of issuance costs (Note 4a(1))		41,569			-		421		-			421
Net loss		-			-		-		(3,870	)		(3,870	)
Issuance of ordinary shares and warrants, net of issuance costs (Note 4a(2))		812,500			-		5,692		-			5,692
BALANCE AT MARCH 31, 2020		2,665,500		$	727	$	206,786	$	(193,293	)	$	14,220
Issuance of ordinary shares and warrants, net of issuance costs (Note 4a(3))		814,598			-		4,426		-			4,426
BALANCE AT JANUARY 1, 2021		4,321,296		$	727	$	217,357		(203,551	)	$	14,533
Issuance of ordinary shares and pre-funded warrants, net of issuance costs (Note 4a(5))		356,250			-		4,599		-			4,599
CHANGES IN THE THREE-MONTH PERIOD ENDED MARCH 31, 2021:
Exercise of warrants (Note 4a(2) and 4a(3))		128,698					769					769
Waiver of ordinary shares by a shareholder		(1,218	)		-		-		-			-
Share-based compensation (Note 4)		-			-		1,192		-			1,192
Exercise of warrants (Note 4a)		182,500			-		956		-			956
Net loss		-			-		-		(10,557	)		(10,557	)
Share-based compensation (Note 4b)		-			-		84		-			84
BALANCE AT SEPTEMBER 30, 2020		3,948,226		$	727	$	217,330	$	(199,980	)	$	18,077
Net loss		-			-		-		(4,229	)		(4,229	)
BALANCE AT MARCH 31, 2021		4,502,578		$	727	$	218,397	$	(207,780	)	$	11,344

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

(Continued) - 2

INTEC PHARMA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CHANGES~~CASH ~~IN SHAREHOLDERS’ EQUITY~~FLOWS

(Unaudited)

	Ordinary Shares						Additional paid-in capital		Accumulated Deficit			Total
	2021			2020
	Number of shares			Amounts			Amounts
	Three months ended March 31
				U.S. dollars in thousands
	2021			2020
BALANCE AT JULY 1, 2019		1,665,140		$	727		$	196,871	$	(162,489	)	$	35,109
	U.S. dollars in thousands
CHANGES IN THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2019:
CASH FLOWS FROM OPERATING ACTIVITIES:
Issuance of ordinary shares, net of issuance costs		85,834			-			1,969		-			1,969
Net loss	$	(4,229	)	$	(3,870	)
Share-based compensation		-			-			787		-			787
Adjustments required to reconcile net loss to net cash used in operating activities:
Net loss		-			-			-		(20,378	)		(20,378	)
Depreciation		526			306
BALANCE AT SEPTEMBER 30, 2019		1,750,974		$	727		$	199,627	$	(182,867	)	$	17,487
Exchange differences on cash and cash equivalents and restricted cash		180			135
BALANCE AT JULY 1, 2020		3,471,403		$	727		$	211,691	$	(196,240	)	$	16,178
Change in operating right of use asset		132			126
CHANGES IN THE THREE-MONTH PERIOD ENDED SEPTEMBER 30, 2020:
Change in operating lease liabilities		(175	)		(152	)
Issuance of ordinary shares and pre-funded warrants, net of issuance costs (Note 4a(5))		356,250			-			4,599		-			4,599
Gains on marketable securities		-			(2	)
Exercise of warrants (Note 4a(2) and 4a(3))		120,573						704					704
Share-based compensation		84			442
Share-based compensation (Note 4)		-			-			336		-			336
Changes in operating assets and liabilities:
Net loss		-			-			-		(3,740	)		(3,740	)
Decrease (increase) in prepaid expenses and other receivables		(727	)		1,045
BALANCE AT SEPTEMBER 30, 2020		3,948,226		$	727		$	217,330	$	(199,980	)	$	18,077
Decrease in accounts payable and accruals		(116	)		(3,225	)
Increase in other liabilities		14			48
Net cash used in operating activities		(4,311	)		(5,147	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(1	)		(3	)
Proceeds from disposal of marketable securities, net		-			772
Net cash provided by (used in) investing activities		(1	)		769
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares, net of issuance costs		-			421
Proceeds from issuance of ordinary shares and warrants, net of issuance costs		-			5,692
Exercise of warrants		956			-
Net cash provided by financing activities		956			6,113
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(3,356	)		1,735
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF THE PERIOD		14,671			9,292
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH		(180	)		(135	)
TOTAL CASH AND CASH EQUIVALENTS AND RESTRICTED CASH SHOWN AT THE END OF THE PERIOD	$	11,135		$	10,892
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION -
Taxes paid	$	10			-
Interest received		-		$	9
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH REPORTED IN THE STATEMENT OF FINANCIAL POSITION:
Cash and cash equivalents	$	10,135		$	10,892
Restricted cash		1,000			-
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	11,135		$	10,892

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-5

INTEC PHARMA LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine months ended September 30
	2020			2019
	U.S. dollars in thousands
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,557	)	$	(41,043	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation		911			643
Impairment of long-lived asset		-			9,759
Exchange differences on cash and cash equivalents		18			69
Change in right of use asset		372			523
Change in lease liabilities		(410	)		(380	)
Gains on marketable securities		(2	)		(10	)
Share-based compensation		1,192			2,748
Changes in operating assets and liabilities:
Decrease in prepaid expenses and other receivables		3,074			483
Increase in deferred tax assets		-			(223	)
Increase (decrease) in accounts payable and accruals		(3,806	)		3,268
Increase in other liabilities		347			245
Net cash used in operating activities		(8,861	)		(23,918	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(16	)		(791	)
Investment in other assets		-			(2,315	)
Proceeds from disposal of marketable securities, net		772			576
Net cash provided by (used in) investing activities		756			(2,530	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of ordinary shares, net of issuance costs (Note 4a(1))		421			1,969
Proceeds from issuance of ordinary shares and warrants, net of issuance costs (Note 4a(2))		5,692			-
Proceeds from issuance of ordinary shares and warrants, net of issuance costs (Note 4a(3))		4,426			-
Proceeds from issuance of ordinary shares and pre-funded warrants, net of issuance costs (Note 4a(5))		4,599			-
Proceeds from exercise of warrants (Note 4a(2) and 4a(3))		769			-
Proceeds from exercise of options		-			268
Net cash provided by financing activities		15,907			2,237
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		7,802			(24,211	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD		9,292			39,246
EXCHANGE DIFFERENCES ON CASH AND CASH EQUIVALENTS		(18	)		(69	)
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD	$	17,076		$	14,966
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING ACTIVITIES:
Liability with respect to property and equipment	$	-		$	123
Liability with respect to other assets (see note 3a)	$	-		$	549
SUPPLEMENTARY DISCLOSURE OF CASH FLOW INFORMATION -
Taxes paid	$	9		$	50
Interest received	$	32		$	315

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-6

INTEC PHARMA LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION:

a. ~~Nature~~Intec Pharma Ltd. (“Intec Israel”) is engaged in the development of proprietary technology which enables the gastric retention of certain drugs. The technology is intended to significantly improve the efficiency of the drugs and substantially reduce their side-effects or the effective doses. Intec Israel is a limited liability public company incorporated in Israel. Intec Israel ordinary shares are traded on the NASDAQ Capital Market (“NASDAQ”). In September 2017, Intec Israel incorporated a wholly-owned subsidiary in the United States of America in the State of Delaware - Intec Pharma Inc. (the “Subsidiary”, together with Intec Israel - “the Company”). The Subsidiary was incorporated mainly to provide Intec Israel executive and management services, including business development, medical affairs and investor relationship activities outside of Israel. b. On March 15, 2021, Intec Israel entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) with Intec Parent, Inc., a Delaware corporation and a wholly-owned subsidiary of Intec Israel (“Intec Parent”) that was incorporated in March 2021, Dillon Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Intec Parent (“Merger Sub”) that was incorporated in March 2021, Domestication Merger Sub Ltd., an Israeli company and a wholly-owned subsidiary of Intec Parent (the “Domestication Merger Sub”) that was incorporated in March 2021 and Decoy Biosystems, Inc., a Delaware corporation (“Decoy”). Under the terms of the Merger Agreement, following the merger of the Domestication Merger Sub with and into Intec Israel, with Intec Israel being the surviving entity and a wholly-owned subsidiary of Intec Parent (the “Domestication Merger”), and subject to satisfaction of additional closing conditions, the Merger Sub will merge with and into Decoy, with Decoy being the surviving entity and a wholly-owned subsidiary of Intec Parent (the “Merger”). If the Merger is completed, then the business of Decoy will become the business of Intec Parent. For more details on the Merger Agreement, see note 6. c. The Company engages in research and development activities and has not yet generated revenues from operations. On July 22, 2019, the Company announced top-line results according to which its Phase III clinical trial for AP-CD/LD did not achieve its primary and secondary endpoints. Accordingly, there is no assurance that the Company’s operations will generate positive cash flows. As of March 31, 2021, the cumulative losses of the Company were approximately $207.8 million. Management expects that the Company will continue to incur losses from its operations, which will result in negative cash flows from operating activities. The Company believes that it has adequate cash to fund its ongoing activities through the completion of the Merger and into the first quarter of 2022. However, changes may occur that would cause the Company to consume its existing cash prior to that time, including the costs to consummate the Merger. Prior to closing of the Merger, the Company agreed, among other things, that it would use commercially reasonable efforts to enter into one or more agreements providing for the sale, transfer or assignment or that it would otherwise take steps related to the divestment or disposal and satisfaction of liabilities of the Company’s Accordion Pill business, to be effected immediately after the closing (the “Disposition”). It is anticipated that the Disposition will result in one of the following scenarios (i) a sale or disposition by Intec Israel of substantially all the assets of Intec Israel followed by the liquidation of Intec Israel (an “Asset Disposition”), (ii) a sale by Intec Parent of all of the outstanding shares of Intec Israel ordinary shares (a “Share Disposition”) or (iii) a termination of the Intec Israel business as promptly as possible through winding down its operations, satisfying liabilities, and disposing of its remaining assets followed by a liquidation of Intec Israel (a “Business Termination”).

1) Intec Pharma Ltd. ("Intec") is engaged in the development of proprietary technology which enables the gastric retention of certain drugs. The technology is intended to significantly improve the efficiency of the drugs and substantially reduce their sideF-~~effects or the effective doses.~~6

Intec is a limited liability public company incorporated in Israel.

Intec’s ordinary shares are traded on the NASDAQ Capital Market ("NASDAQ").

In September 2017, Intec incorporated a wholly-owned subsidiary in the United States of America in the State of Delaware - Intec Pharma Inc. (the "Subsidiary", together with Intec - "the Company"). The Subsidiary was incorporated mainly to provide Intec executive and management services, including business development, medical affairs and investor relationship activities outside of Israel.

2) The Company engages in research and development activities and has not yet generated revenues from operations. On July 22, 2019, the Company announced top-line results according to which its Phase III clinical trial for AP-CD/LD did not achieve its primary and secondary endpoints. Accordingly, there is no assurance that the Company’s operations will generate positive cash flows. As of September 30, 2020, the cumulative losses of the Company were approximately $200 million. Management expects that the Company will continue to incur losses from its operations, which will result in negative cash flows from operating activities.

The Company believes that it has adequate cash to fund its ongoing activities into the first quarter of 2022. Its ability to continue to execute its operating plan is dependent on its ability to obtain additional capital principally through entering into collaborations, strategic alliances, or license agreements with third parties and/or raising capital from the public and/or private investors and/or institutional investors. The negative outcome of the Phase III clinical trial that was announced on July 22, 2019 and uncertainty regarding the Company's development programs is expected to adversely affect its ability to obtain funding and there is no assurance that it will be successful in obtaining the level of financing needed for its activities. If the Company is unsuccessful in securing sufficient financing, it may need to curtail or cease operations. In addition, the COVID-19 pandemic, that has spread globally, has resulted in significant financial market volatility and uncertainty in recent months. Many countries around the world, including in Israel and the United States, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. The Company has implemented remote working and work place protocols for its employees in accordance with government requirements. The implementation of measures to prevent the spread of coronavirus have resulted in disruptions to the Company’s partnering efforts which depend, in part, on attendance at in-person meetings, industry conferences and other events. It is still early to assess the full impact of the coronavirus outbreak and the extent to which the coronavirus impacts the Company’s operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company’s financial condition, liquidity, or results of operations is uncertain.

F-7

INTEC PHARMA LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION (continued):

~~Furthermore~~Although the Company has entered into the Merger Agreement and intends to consummate the Merger, there is no assurance that it will be able to successfully complete the ~~estimation~~Merger ~~process~~on ~~required~~a timely basis, or at all. If, for any reason, the Merger is not consummated and the Company is unable to ~~prepare~~continue to operate its ongoing activities or identify and complete an alternative strategic transaction like the Merger, the Company’s ~~consolidated~~may ~~financial~~be ~~statements~~required to dissolve and liquidate its assets. In such case, the Company would be required ~~assumptions~~to pay all of its debts and contractual obligations, and to ~~be made~~set ~~about~~aside certain reserves for potential future ~~events~~claims, and ~~conditions~~there ~~and~~can be no assurances as to the ~~impact~~amount or timing of available cash left to distribute to its shareholders after paying its debts and other obligations and setting aside funds for reserves. In addition, the COVID-19 pandemic, that has spread globally, has resulted in significant financial market volatility and uncertainty in the past year. Many countries around the world, including in Israel and the United States, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. The Company has implemented remote working and workplace protocols for its employees in accordance with government requirements. The implementation of measures to prevent the spread of COVID-19 pandemic have resulted in disruptions to the Company’s ~~financial~~partnering ~~results~~efforts which depend, in part, on attendance at in-person meetings, industry conferences and ~~while~~other events. It is not possible at this time to estimate the full impact that COVID-19 could have on the Company’s ~~management~~operation, ~~believe~~as ~~such~~the ~~assumptions~~impact ~~are~~will ~~reasonable~~depend on future developments, ~~they~~which are ~~inherently~~highly ~~subjective~~uncertain and ~~uncertain~~cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain COVID-19 or treat its impact. ~~The~~ As of the date of issuance of these consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact the Company’s ~~actual~~financial ~~results~~condition, ~~could~~liquidity, ~~differ~~or ~~materially~~results ~~from~~of ~~those~~operations ~~estimates~~is uncertain. As a result of ~~these~~the ~~uncertainties~~above, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the issuance date of these financial statements. These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty. d. On October 30, 2020, the Company implemented a 1-for-20 reverse share split of its outstanding ordinary shares. All share and per share amounts in these unaudited financial statements have been retroactively adjusted to reflect the reverse share split. e. The Company’s effective “shelf” registration statement on Form S-3 is under General Instruction I.B.6 to Form S-3, or the Baby Shelf Rule. The amount of funds the Company can raise through primary public offerings of securities in any 12-month period using its registration statement on Form S-3 is limited to one-third of the aggregate market value of the ordinary shares held by non-affiliates of the Company. f. Basis of presentation The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and S-X Article 10 for interim financial statements. Accordingly, they do not contain all information and notes required by US GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of March 31, 2021, the consolidated results of operations, changes in equity and cash flows for the three-month periods ended March 31, 2021 and 2020.

~~These financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that might result from the outcome of this uncertainty.~~F-7

3) On September 3, 2019, the Company was notified by NASDAQ that it was not in compliance with the minimum bid price requirements for continued listing on the NASDAQ. The notification provided that the Company had 180 calendar days, or until March 2, 2020, to regain compliance. On March 3, 2020, the Company was notified that it is eligible for an additional 180 calendar day period, or until August 31, 2020, to regain compliance. As a result of tolling of compliance periods by NASDAQ, on April 17, 2020, the Company was notified that the term to regain compliance was extended until November 13, 2020. To regain compliance, the bid price of the Company’s ordinary shares must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. Accordingly, on July 15, 2020, the Company’s shareholders approved amendments to the Company’s articles of association to effect a reverse share split of its 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 of directors in its sole discretion. The Company subsequently implemented a 1-for-20 reverse share split of its ordinary shares which was effective for NASDAQ marketplace purposes at the open of business on October 30, 2020, for more details see note 6. If the bid price of the Company’s ordinary shares is at least $1.00 per share for at least 10 consecutive days following the effectiveness of the reverse share split, then the Company expects to regain compliance with the minimum bid price requirement. Failure to meet these requirements could result in a delisting of the Company’s ordinary shares which could negatively impact the Company’s ability to raise capital.

All share and per share amounts in these unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the reverse share split. For more details see note 6.

b. Basis of presentation

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") and S-X Article 10 for interim financial statements. Accordingly, they do not contain all information and notes required by US GAAP for annual financial statements. In the opinion of management, these unaudited condensed consolidated interim financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s consolidated financial position as of September 30, 2020, the consolidated results of operations, changes in equity for the three and nine-month periods ended September 30, 2020 and 2019 and cash flows for the nine-month periods ended September 30, 2020 and 2019.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s annual financial statements for the year ended December 31, 2019, as filed in the 10-K on March 13, 2020. The condensed balance sheet data as of December 31, 2019 included in these unaudited condensed consolidated financial statements was derived from the audited financial statements for the year ended December 31, 2019 but does not include all disclosures required by US GAAP for annual financial statements.

F-8

INTEC PHARMA LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION (continued):

~~The~~These ~~results~~unaudited ~~for~~interim condensed consolidated financial statements should be read in conjunction with the ~~nine-month~~audited ~~period~~consolidated financial statements and notes thereto included in the Company’s annual financial statements for the year ended ~~September~~December 3031, 2020, ~~are~~as ~~not~~filed ~~necessarily~~in ~~indicative~~the 10-K on March 16, 2021. The condensed balance sheet data as of December 31, 2020 included in these unaudited condensed consolidated financial statements was derived from the ~~results~~audited ~~expected~~financial statements for the year ~~ending~~ ended December 31, 2020 but does not include all disclosures required by US GAAP for annual financial statements.

The results for the three-month period ended March 31, 2021 are not necessarily indicative of the results expected for the year ending December 31, 2021.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

a. Principles of consolidation

The consolidated financial statements include the accounts of Intec Israel and its ~~Subsidiary~~Subsidiaries. Intercompany balances and transactions have been eliminated upon consolidation.

b. Fair value measurement

Fair value is based on the price that would be received from the sale of an asset or that would be paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

	Level 1:	Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

	Level 2:	Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

	Level 3:	Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

	In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

Level 2: Observable prices that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible and considers counterparty credit risk in its assessment of fair value.

c. Loss per share

Loss per share, basic and diluted, is computed on the basis of the net loss for the period divided by the weighted average number of ordinary shares outstanding during the period. Diluted loss per share is based upon the weighted average number of ordinary shares and of ordinary shares equivalents outstanding when dilutive. Ordinary share equivalents include outstanding stock options and warrants which are included under the treasury stock method when dilutive.

~~The following share options and warrants were excluded from the calculation of diluted loss per ordinary share because their effect would have been anti~~F-~~dilutive for the periods presented (share data):~~8

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
Outstanding stock options		244,413		207,838		226,018		215,715
Warrants		1,121,811		-		899,835		-

F-9

INTEC PHARMA LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued):

d.The following ~~Research~~share options and ~~development~~warrants ~~expenses,~~were ~~net~~excluded from the calculation of diluted loss per ordinary share because their effect would have been anti-dilutive for the periods presented (share data):

~~Research~~ SCHEDULE ~~and~~OF ~~development expenses, net for the three and nine~~ANTI-~~month period~~DILUTIVE ended September 30, 2019, are net of participation in research and development expenses in the amount of approximately $168 thousand and $983 thousand, respectively. For the nine-month period ended September 30, 2020, the Company had no participation in research and development expenses.SECURITIES

	Three months ended March 31
	2021		2020
Outstanding stock options		251,992		212,798
Warrants		992,674		514,583

NOTE 3 - COMMITMENTS AND CONTINGENT LIABILITIES:

a. LTS Process Development Agreement

	a.	LTS Process Development Agreement

		In December 2018, the Company entered into a Process Development Agreement for Manufacturing Services with Lohmann Therapie-Systeme AG (“LTS”) for the manufacture of AP-CD/LD (the “Agreement”). Under the Agreement, the Company will bear the costs incurred by LTS to acquire the production equipment for AP-CD/LD (“Equipment”) which amounted to approximately €6.8 million (approximately $7.8 million), and this amount will later be reimbursed to the Company by LTS in the form of a reduction in the purchase price of the AP-CD/LD product. The Company paid in full all the consideration and has recognized the Equipment as non-current other assets.

		Following an impairment assessment that was performed in 2019, the Company recorded an impairment charge of the Equipment in the amount of approximately $4.1 million and the Equipment has been impaired to approximately $3.7 million to reflect its fair value. As of December 31, 2020, the Company performed an impairment assessment on the Equipment which determined that there is no need to record an additional impairment charge of the Equipment.

		The Agreement also contains several termination rights, including, among others, in the cases of bankruptcy, breach by either party, change of control of either of the parties, or the sale or licensing by the Company of the Accordion Pill to a third party. As of March 31, 2021, the Company has a liability in the amount of €2.0 million (approximately $2.3 million) for LTS’s facility upgrading costs. This liability will be paid to LTS only if the Company decides not to continue with the project or commercialization of AP-CD/LD.

	b.	Lawsuit

		In December 2019, two former directors and officers (the “plaintiffs”) filed a statement of claim with the Jerusalem District Labor Court alleging breach of contract related to a purported vesting of certain options issued to the plaintiffs pursuant to the execution of the LTS Agreement and further alleging payments due for unredeemed vacation days.

		The plaintiffs sought pecuniary damages of NIS 2.4 million (as of December 31, 2020 approximately $750 thousand) plus interest and linkage to the Israeli CPI.

		On February 17, 2021, the Company entered into a settlement agreement (the “Settlement Agreement”) with each of the plaintiffs, pursuant to which the Company agreed to pay to each plaintiff NIS 400 thousand (approximately $125 thousand) in cash (the “Settlement Amount”) in return for the complete settlement of all past and future claims by each plaintiff. On February 18, 2021, the Jerusalem District Labor Court agreed to dismiss the case. The Settlement Amount was recorded in the statement of operation as general and administrative expenses for the year ended December 31, 2020 and was paid to each of the plaintiffs in March 2021.

~~In December 2018, the Company entered into a Process Development Agreement for Manufacturing Services with Lohmann Therapie~~F-Systeme AG ("LTS") for the manufacture of AP-CD/LD (the “Agreement”). Under the Agreement, the Company will bear the costs incurred by LTS to acquire the production equipment for AP-CD/LD (“Equipment”) which amounted to approximately €6.8 million (approximately $7.8 million), and this amount will later be reimbursed to the Company by LTS in the form of a reduction in the purchase price of the AP-CD/LD product. As of December 31, 2019, the Company paid in full all the consideration and has recognized the Equipment as non-current other assets. 9

In 2019, the Company performed an impairment assessment on certain of its long-lived assets which resulted an impairment charge of the Equipment in the amount of approximately $4.1 million. As of December 31, 2019, the fair value of the Equipment was approximately $3.7 million.

The Agreement also contains several termination rights and as of September 30, 2020, the Company has a liability in the amount of €2.0 million (approximately $2.3 million) for LTS’s facility upgrading costs. This liability will be paid to LTS only if the Company decides not to continue with the project or commercialization of AP-CD/LD.

b. Lawsuit

In December, 2019, two former directors and officers (the “plaintiffs”) filed a statement of claim with the Jerusalem District Labor Court alleging breach of contract related to a purported vesting of certain options issued to the plaintiffs pursuant to the execution of the LTS Agreement and further alleging payments due for unredeemed vacation days.

The plaintiffs are seeking pecuniary damages of NIS 2.4 million (approximately $700 thousand) plus interest and linkage to the Israeli CPI. In addition, the plaintiffs have filed motions to obtain liens on the Company’s assets to secure any future recovery. That motion was withdrawn pursuant to the court’s recommendation at the conclusion of a hearing held on February 9, 2020.

The Company records a provision in its financial statements to the extent that it concludes that a contingent liability is probable, and the amount thereof is estimable.

The Company together with its legal advisors believe that it has good defense arguments to the claims against it and filed a statement of defense to the complaint on March 8, 2020 in which it rejected all of the plaintiffs’ claims. Accordingly, management assessed the likelihood of damages and concluded that no provisions are needed to be recorded within the financial statements regarding the matter disclosed in this note.

F-10

INTEC PHARMA LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 3 - COMMITMENTS AND CONTINGENT LIABILITIES (continued):

Cooperation agreements

As part of its operations, the Company entered into feasibility agreements with multinational companies for the development of products that combine the Company’s proprietary Accordion Pill platform technology with certain drugs for the treatment of various indications. These agreements sometimes include a mutual possibility of entering into negotiations for the acquisition of a future license for the commercial use of the products that are being developed by the multinational companies under the feasibility agreements. In addition, the multinational companies agreed to reimburse the Company for its expenses, based on milestones that are detailed in the feasibility agreements.

This funding is recognized in the statements of operations as a deduction from research and development expenses, as they are incurred.

In March 2021, the Company entered into a feasibility agreement with a pharmaceutical company to develop a custom-designed Accordion Pill for a rare disease indication.

In December 2020, the Company entered into cannabinoid research collaboration agreement with GW Research Limited to explore using the Accordion Pill platform for an undisclosed research program.

In May 2019, the Company entered into a research collaboration agreement with Merck Sharp & Dohme (“Merck”) for the development of a custom-designed Accordion Pill for one of Merck’s proprietary compounds. Under the agreement, the Company’s activities will be funded by Merck subject to the achievement of agreed milestones. In October 2020, the Company entered into a new research collaboration agreement with Merck for another compound. In May 2021, based on decisions Merck made for its pipeline and resource allocation, Merck terminated the collaboration with the Company.

	d.	AP-CD/LD non-binding term sheet

		In February 2021, the Company entered into a non-binding term sheet for the sale or license of the AP-CD/LD program to an undisclosed third party and are currently negotiating the terms of a definitive agreement. There is no assurance that this will result in a definitive agreement.

NOTE 4 - SHARE CAPITAL:

a. Changes in share capital

	a.	Changes in share capital

		In February 2021, warrants to purchase 182,500 ordinary shares were exercised for consideration of approximately $956 thousand.

	b.	Share-based compensation:

1) On March 1, 2019, the Company entered into a Sales Agreement with Cowen which provides that, upon the terms and subject to the conditions and limitations in the Sales Agreement, the Company may elect from time to time, to offer and sell ordinary shares through an “at-the-market” equity offering program through Cowen acting as sales agent. The issuance and sale of ordinary shares by the Company under the offering program is being made pursuant to the Company’s effective “shelf” registration statement on Form S-3 filed with the SEC on March 1, 2019 and declared effective on March 28, 2019, as amended by a prospectus supplement filed on March 13, 2020. On May 4, 2020, the Company terminated the prospectus supplement, but the sales agreement remains in full force and effect.

	1)	In January 2016, the Company’s board of directors approved an option plan (the “Plan”). Originally, the maximum number of ordinary shares reserved for issuance under the Plan was 35,000 ordinary shares for grants to directors, employees and consultants. In July 2016, an increase of 35,000 ordinary shares was approved by the board of directors.

		In December 2017, June 2018 and December 2020, an increase of 105,000, 50,000 and 50,000 ordinary shares, respectively, was approved by the Company’s shareholders at a general meeting of shareholders. In July 2020, the Company’s shareholders approved a further increase of 175,000 ordinary shares.

		As of March 31, 2021, 200,145 shares remain available for grant under the Plan.

~~During January 2020, the Company sold 41,569 ordinary shares under the Sales Agreement at an average price of $~~F-10~~.50 per share for aggregate net proceeds of approximately $421 thousand, net of issuance expenses of approximately $15 thousand.~~

2) On February 3, 2020, the Company completed an underwritten public offering, pursuant to which the Company issued 764,000 ordinary shares, pre-funded warrants to purchase 48,500 ordinary shares and warrants to purchase 812,500 ordinary shares. Each pre-funded warrant was exercisable at an exercise price of $0.002 per share. All the pre-funded warrants were exercised following the closing of the offering. Each ordinary share and warrant or pre-funded warrant and warrant were sold together at a combined price of $8.00. Each warrant shall be exercisable at an exercise price of $8.00 per share and has a term of five years from the date of issuance. The Company has also concluded that the warrants are classified as equity, since it meets all criteria for equity classification. The total net proceeds were approximately $5.7 million, after deducting underwriting discounts, commissions and other offering expenses in the amount of $800 thousand. In June and July 2020, warrants to purchase 44,625 ordinary shares were exercised for consideration of $357 thousand. As of September 30, 2020, warrants to purchase 767,875 ordinary shares remained outstanding.

3) On May 6, 2020, the Company completed a registered direct offering, pursuant to which the Company sold and issued to certain institutional investors 814,598 ordinary shares at a purchase price per share of $6.138. In addition, in a concurrent private placement, the Company also sold and issued to the purchasers in the offering unregistered warrants to purchase 407,299 ordinary shares. Each warrant shall be exercisable at an exercise price of $4.90 per share and has a term of five and one-half years from the date of issuance. The Company has also concluded that the warrants are classified as equity, since it meets all criteria for equity classification. The total net proceeds were approximately $4.5 million, after deducting placement agent and other offering expenses in the amount of approximately $500 thousand. In July 2020, warrants to purchase 84,073 ordinary shares were exercised for consideration of approximately $412 thousand. As of September 30, 2020, warrants to purchase 323,226 ordinary shares remained outstanding.

4) On July 15, 2020, the Company increased its authorized share capital from 5,000,000 ordinary shares to 17,500,000 ordinary shares.

F-11

INTEC PHARMA LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 4 - SHARE CAPITAL (continued):

~~5) On August 10, 2020,~~ In the ~~Company~~three ~~completed~~months aended ~~registered~~March ~~direct offering~~31, ~~pursuant to which the Company sold and issued to Aspire Capital Fund LLC (“Aspire Capital”)~~2020, ~~356,250 ordinary shares at a purchase price per share of $7.022. In addition,~~ the Company ~~also~~granted ~~sold~~options and issued to Aspire Capital pre-funded warrants to purchase 356,250 ordinary shares at a purchase price per share of $6.822. Each pre-funded warrant shall be exercisable at an exercise price of $0.20 per share. The pre-funded warrants are exercisable immediately and may be exercised at any time until all of the pre-funded warrants are exercised in full. The Company has also concluded that the pre-funded warrants are classified as equity, since it meets all criteria for equity classification. The total net proceeds were approximately $4.6 million, after deducting commitment fee and other offering expenses in the amount of approximately $330 thousand. As of September 30, 2020, no pre-funded warrants were exercised.follows:

6) SCHEDULE ~~The~~OF ~~Company~~OPTIONS ~~implemented~~GRANTED aTO 1-for-20 reverse share split of its outstanding ordinary shares that was effective for NASDAQ purposes at the open of business on October 30, 2020. All share and per share amounts in these unaudited condensed consolidated financial statements have been retroactively adjusted to reflect the reverse share split. For more details see note 6.EMPLOYEES

b. Share-based compensation:

Three months ended March 31, 2020

Number of options granted

Exercise price range

Vesting period range

Expiration

Employees

32,250

8.57

3 years

7 years

1)The fair Invalue ~~January 2016, the Company's board~~ of ~~directors~~options ~~approved~~granted ~~a new option plan (the "2015 Plan"). Originally, the maximum number of ordinary shares reserved for issuance under the 2015 Plan was 35,000 ordinary shares for grants~~ to ~~directors,~~ employees ~~and~~during ~~consultants.~~the Inthree ~~July~~months ~~2016,~~ended anMarch ~~increase of 35~~31,~~000~~ ~~ordinary~~2020 ~~shares~~ was ~~approved~~$127 ~~by the board of directors~~thousand.

InThe ~~December~~fair ~~2017,~~value ~~June~~of ~~2018~~options ~~and~~granted ~~December~~to ~~2019,~~employees anon ~~increase~~the date of ~~105,000,~~grant ~~50,000~~was ~~and~~computed ~~50,000~~using ~~ordinary~~the ~~shares,~~Black-Scholes ~~respectively,~~model. ~~was~~The ~~approved by~~underlying ~~the~~data ~~Company’s~~used for ~~shareholders~~computing atthe afair ~~general~~value ~~meeting~~ of ~~shareholders. In July 2020,~~ the ~~Company’s~~options ~~shareholders~~are ~~approved a~~as ~~further increase of 175,000 ordinary shares.~~follows:

~~As of~~ ~~September~~UNDERLYING DATA ~~30,~~USED ~~2020,~~FOR ~~165,738~~COMPUTING ~~shares~~THE ~~remain~~FAIR ~~available~~VALUE ~~for~~OF ~~grant~~THE ~~under the Plan.~~OPTIONS

In the nine months ended September 30, 2020 and 2019, the Company granted options as follows:

	Three months ended March 31
	2020
Value of ordinary share	$	5.6
Dividend yield		0	%
Expected volatility		102.58	%
Risk-free interest rate		1.42	%
Expected term		5 years

Nine months ended September 30, 2020

Number of options granted

Exercise price

Vesting period

Expiration

Employees

47,250

$6.15-$8.57

3 years

7 years

37,750

6.43

1.29 years

7 years

Directors

10,000

6.15

3 years

7 years

The following table illustrates the effect of share-based compensation on the statements of operations:

Nine months ended September 30, 2019

Number of options granted

Exercise price range

Vesting period range

Expiration

Employees

73,250

$8.94-$152.80

3 years

7 years

Directors

6,000

$97.20

3 years

7 years

The fair value of options granted to employees and directors during the nine months ended September 30, 2020, and 2019 was $416 thousand and $4.4 million, respectively.

	Three months ended March 31
	2021			2020
	U.S. dollars in thousands
Research and development expenses, net	$	(37	)	$	184
General and administrative expenses		121			258
	$	84		$	442

NOTE 5 - ACCOUNTS PAYBLE AND ACCRUALS - OTHER:

	March 31,		December 31,
	2021		2020
	U.S. dollars in thousands
Expenses payable	$	3,217	$	2,859
Salary and related expenses		876		1,057
Current operating lease liabilities		581		596
Accrual for vacation days and recreation pay for employees		193		180
Other		153		274
Accounts payable and accruals - other	$	5,020	$	4,966

F-11

INTEC PHARMA LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 6 - MERGER AGREEMENT:

On March 15, 2021, Intec Israel entered into a Merger Agreement with Intec Parent, Merger Sub, Domestication Merger Sub, and Decoy, pursuant to which, following the Domestication Merger, and upon satisfaction of additional closing conditions, the Merger Sub will merge with and into Decoy, with Decoy being the surviving entity and a wholly owned subsidiary of Intec Parent. If the Merger is completed, then the business of Decoy will become the business of Intec Parent.

Under the exchange ratio formula in the Merger Agreement, without taking into consideration the effect of the respective levels of cash and liabilities of each of the Company and Decoy, which will result in an adjustment to such exchange ratio, following the closing of the Merger (the “Closing”), the former Decoy securityholders immediately before the Merger are expected to own approximately 75% of the aggregate number of the outstanding securities of Intec Parent (based on a valuation of $30 million), and the securityholders of the Company immediately before the Domestication Merger are expected to own approximately 25% of the aggregate number of the outstanding securities of Intec Parent (based on a valuation of $10 million), calculated on a fully-diluted basis. The actual allocation will be subject to adjustment based on, among other things, the respective net cash balances of Decoy and the consolidated Intec entities (including, in the case of Intec Israel, any proceeds from any disposition of Intec Israel’s Accordion Pill business), subject to certain exceptions. As further described below, the Closing is also conditioned on completion of the Domestication Merger and on a financing by Intec Israel or Intec Parent, which will dilute securityholders of both Intec Israel and Decoy on a pro-rata basis, subject to certain exceptions.

The Merger Agreement contains customary representations, warranties and covenants made by each of Intec Israel and Decoy, including covenants relating to (i) the conduct of their respective businesses prior to the Closing, (ii) the preparation and filing of a registration statement on Form S-4 registering the Merger Shares and the shares of Intec Parent Common Stock to be issued in connection with the Domestication Merger (the “Registration Statement”) and the preparation and/or filing, as applicable, of a proxy statement/information statement for the special meeting or approval by written consent, as applicable, of shareholders of each of Intec Israel and Decoy, (iii) holding a meeting or approval by written consent, as applicable, of shareholders of each of Intec Israel and Decoy to obtain their requisite approvals in connection with the Domestication Merger and Merger, as applicable, including, among other approvals, the approval by Intec Israel’s shareholders of the issuance of the Merger Shares, and (iv) subject to certain exceptions, the recommendation of the board of directors of each party to the Merger Agreement to its shareholders that such approvals be given.

Consummation of the Merger is subject to certain closing conditions, including, among other things, (i) consummation of the Domestication Merger, (ii) approval of certain matters related to the Merger by the shareholders of Intec Israel and approval of the Merger by the stockholders of Decoy, (iii) the effectiveness of the Registration Statement, (iv) the continued listing of Intec Israel’s ordinary shares on the Nasdaq Capital Market (and following the Domestication Merger, the shares of Intec Parent Common Stock) and the authorization for listing on the Nasdaq Capital Market of the Merger Shares, (v) the receipt of a tax ruling from the Israel Tax Authority with respect to the Domestication Merger, (vi) disposition of Intec Israel’s Accordion Pill business, and (vii) a closing financing by Intec Israel or Intec Parent such that upon Closing of the Merger (taking account of the proceeds to be received with respect to such financing), the combined net cash of Intec Parent shall be not less than $30 million and not more than $50 million, and which represents an agreed minimum valuation derived from the Exchange Ratio for Intec Parent following the Closing. The Merger Agreement requires Intec Israel to convene a shareholders’ meeting for purposes of obtaining the necessary shareholder approvals required in connection with the Merger.

The Merger Agreement contains certain termination rights for both Intec Israel and Decoy, including, but not limited to, the right of Intec Israel and Decoy to terminate the Merger Agreement by mutual written consent or if a court of competent jurisdiction or other Governmental Body (as defined in the Merger Agreement) has issued a final and nonpeelable order, decree or ruling, or has taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger.

F-12

INTEC PHARMA LTD.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

(Unaudited)

NOTE 46 - ~~SHARE~~MERGER ~~CAPITAL~~AGREEMENT (continued):

~~The~~As ~~fair~~of ~~value~~March of31, ~~options~~2021, ~~granted~~Intec Israel has transferred $650 thousand to ~~employees~~Decoy for transaction expenses, of which $350 thousand was recorded in the statement of operation as general and ~~directors~~administrative expenses and $300 thousand was recorded as deposit under prepaid expenses and other receivables. Either Intec Israel or Decoy may terminate the Merger Agreement if the Merger is not consummated on or before the date ofthat ~~grant~~is ~~was~~155 ~~computed~~days ~~using~~after March 17, 2021. This date may be extended in certain circumstances. In connection with the termination ~~Black~~of the Merger Agreement, under specified circumstances, Decoy may be required to pay to Intec Israel a break-~~Scholes~~up ~~model~~fee of $1.0 million, ~~The~~or Intec Israel may be required ~~underlying~~to ~~data~~pay ~~used~~to ~~for~~Decoy ~~computing~~a ~~the~~reverse ~~fair~~break-up ~~value~~fee of ~~the~~$1.0 million, ~~options~~which ~~are~~was deposited with an escrow agent and therefore recorded as ~~follows:~~restricted cash as of March 31, 2021, and forfeit an amount of $350 thousand that was transferred to Decoy to cover transaction expenses.

	Nine months ended September 30
	2020		2019
Value of ordinary share		$5.60-$6.20		$23.00-$149.20
Dividend yield		0%		0%
Expected volatility		102.58%-110.4%		53.32%-97.81%
Risk-free interest rate		0.28%-1.42%		1.75%-2.57%
Expected term		5 years		5 years

As set forth in the Merger Agreement and pursuant to an Agreement and Plan of Merger dated as of April 27, 2021 between Intec Israel, Intec Parent and Domestication Merger Sub, prior to the date of the closing date (the “Closing Date”), Intec Israel shall domesticate as a wholly owned subsidiary of a Delaware corporation by merging with and into the Domestication Merger Sub, with Intec Israel surviving the merger and becoming a wholly-owned subsidiary of Intec Parent. In connection with the Domestication Merger, all Intec Israel’s ordinary shares, having no par value per share (the “Intec Israel Shares”), outstanding immediately prior to the Domestication Merger, will convert, on a one-for-one basis, into shares of Intec Parent Common Stock and all options and warrants to purchase Intec Israel Shares outstanding immediately prior to the Domestication Merger will be exchanged for equivalent securities of Intec Parent.

2)In accordance ~~The~~with ~~following~~the ~~table~~terms ~~illustrates~~of the ~~effect~~Merger Agreement, the Company agreed that prior to the Closing Date it would use commercially reasonable efforts to enter into one or more agreements providing for the sale, transfer or assignment of the Company’s Accordion Pill business by way of Asset Disposition or Share Disposition or that it would otherwise take steps related to the divestment or disposal of its assets and satisfaction of liabilities of the Accordion Pill business by way of Business Termination, to be affected immediately after the Closing. Following the above, the depreciation of the property and equipment was accelerated in accordance with the Company’s expectation for the Closing Date. As a result, the loss per share for the three-~~based~~month period ~~compensation~~ended onMarch 31, 2021, increased by five cents from $0.91 to $0.96. For the ~~statements~~three-month period ended March 31, 2021, the Company recorded depreciation expenses of ~~operations:~~approximately $526 thousand.

	Three months ended September 30				Nine months ended September 30
	2020		2019		2020		2019
	U.S. dollars in thousands				U.S. dollars in thousands
Research and development expenses, net	$	136	$	371	$	495	$	1,538
General and administrative expenses		200		416		697		1,210
	$	336	$	787	$	1,192	$	2,748

NOTE 7 - EVENTS SUBSEQUENT TO MARCH 31, 2021

~~NOTE~~ a. In April 2021, the Company sold to Aspire Capital Fund LLC (“Aspire Capital”) 319,393 ordinary shares for total consideration of approximately $1.2 million under the ordinary shares purchase agreement (the “Purchase Agreement”) entered into with Aspire Capital in December 2019. b. On May 16, 2021, the Company entered into a First Amendment to Ordinary Shares Purchase Agreement (“the Amendment”), with Aspire Capital, amending the Purchase Agreement, which provides for among other things, (i) for an updated Exchange Cap, pursuant to which the Company may issue up to an additional 963,912 ordinary shares which constitutes 19.99% of its ordinary shares outstanding as of the date of entry into the Amendment, unless shareholder approval or an exception pursuant to the rules of the Nasdaq Capital Market is obtained to issue more than 19.99%, and (ii) if shareholder approval is not obtained, such limitation will not apply after the Exchange Cap is reached if at all times thereafter the average purchase price paid for all shares issued under the Purchase Agreement is equal to or greater than $3.44 per share. c. In May 2021, four lawsuits were filed against the Company and its board of directors in federal court: Marc St-Hilarie v. Intec Pharma Ltd,, et al., 1:21-cv-04000-JSR (filed May 5, 2021, Southern District of New York); Minh Tran v. Intec Pharma Ltd., et al., 1:21-cv-04026-JSP ~~ACCOUNTS~~(filed ~~PAYBLE~~May ~~AND~~5, ~~ACCRUALS~~2021, Southern District of New York); Craig Davidson v. Intec Pharma Ltd., et al., 1:21-cv-00673-LPS ~~OTHER~~(filed May 7, 2021, District of Delaware); and Jordan Sanchez Figueroa v. Intec Pharma Ltd., et al., 1:21-cv-02621-WFK-RML (filed May 11, 2021, Eastern District of New York). The Davidson lawsuit also names Decoy and certain entities involved in the Merger as defendants. All four complaints allege that the Company and its board violated federal securities laws by allegedly failing to disclose all material information in connection with the Merger. Since the filing of these lawsuits, Marc St-Hilarie and Minh Tran have filed notices of voluntary dismissal of their claims as moot. It is still too early to assess and predict the probable outcome of these complaints and the Company believes that these lawsuits are without merit and, if any are prosecuted, intends to defend vigorously against them. Any loss or range of loss, if any, cannot be estimated at this time.

	September 30,		December 31,
	2020		2019
	U.S. dollars in thousands
Expenses payable	$	2,704	$	2,838
Salary and related expenses, including social security and other taxes		518		1,277
Current operating lease liabilities		558		544
Accrual for vacation days and recreation pay for employees		217		154
Other		22		22
	$	4,019	$	4,835

NOTE 6 - EVENT SUBSEQUENT TO SEPTEMBER 30, 2020

The Company implemented a 1-for-20 reverse share split of its outstanding ordinary shares that was effective for NASDAQ purposes at the open of business on October 30, 2020. As a result of the reverse share split, every 20 outstanding ordinary shares was combined into one ordinary share. All fractional shares created by the reverse share split were rounded up to the nearest whole share. The number of authorized shares was proportionately reduced from 350,000,000 ordinary shares to 17,500,000 ordinary shares. The reverse share split decreased the Company’s outstanding ordinary shares from 78,964,492 shares to 3,948,226 shares as of that date. All share and per share amounts in these unaudited condensed consolidated financial statements has been retroactively adjusted to reflect the reverse share split.

F-13

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis provides information that we believe to be relevant to an assessment and understanding of our ~~results~~ results of operations and financial condition for the periods described. This discussion should be read together with our condensed ~~consolidated~~ consolidated interim financial statements and the notes to the financial statements, which are included in this Quarterly Report on Form 10-Q. This information should also be read in conjunction with the information contained in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020, filed with the Securities and Exchange Commission on March 1316, ~~2020~~2021, including the consolidated annual financial statements as of December 31, ~~2019~~2020 and their accompanying notes included therein. We have prepared our condensed consolidated interim financial statements in accordance with U.S. GAAP.

This Quarterly Report on Form 10-Q of Intec Pharma Ltd. contains forward-looking statements about our expectations, beliefs and intentions. Forward-looking statements can be identified by the use of forward-looking words such as “believe”, “expect”, “intend”, “plan”, “may”, “should”, “could”, “might”, “seek”, “target”, “will”, “project”, “forecast”, “continue” or “anticipate” or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. These forward-looking statements are based on assumptions and assessments made in light of management’s experience and perception of historical trends, current conditions, expected future developments and other factors believed to be appropriate. Forward-looking statements in Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report on Form 10-Q, and we undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, many of which are outside of our control. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements, including, but not limited to, the following: risks related to the proposed merger, our limited operating history and history of operating losses, our ability to continue as a going concern, our ability to obtain additional financing, the impact of the outbreak of coronavirus on our operations, our ability to successfully operate our business or execute our business plan, the timing and cost of our clinical trials, the completion and receiving favorable results in our clinical trials, our ability to obtain and maintain regulatory approval of our product candidates, our ability to protect and maintain our intellectual property and licensing arrangements, our ability to develop, manufacture and commercialize our product candidates, the risk of product liability claims, the availability of reimbursement, and the influence of extensive and costly government regulation. More detailed information about the risks and uncertainties affecting us is contained under the heading “Risk Factors” included in our most recent Annual Report on Form 10-K filed with the SEC on March 1316, ~~2020~~2021, and in other filings that we have made and may make with the Securities and Exchange Commission in the future.

All references to “we,” “us,” “our,” “Intec”, “Intec Israel”, “the Company” and “our ~~Company~~ company”, in this Quarterly Report on Form 10-Q, are to Intec Pharma Ltd. and its Usubsidiaries Intec Pharma Inc.S and Intec Parent, Inc., ~~subsidiary~~Dillon ~~Intec~~Merger ~~Pharma~~Sub, Inc. and Domestication Merger Sub Ltd., unless the context otherwise requires. All references to Intec Parent are to Intec Parent, Inc., a newly formed Delaware wholly owned subsidiary of Intec Israel that is intended to be the successor to Intec Israel following the domestication of Intec Israel to Delaware as further described in this Quarterly Report on Form 10-Q.” All references to “ordinary shares” and “share capital” refer to ordinary shares and share capital of Intec Israel. All references to “Israel” are to the State of Israel. Our historical results do not necessarily indicate our expected results for any future periods.

Unless otherwise indicated, all information in this Quarterly Report on Form 10-Q gives effect to a 1-for-20 reverse share split of our ordinary shares that became effective on October 30, 2020, and all references to ordinary shares outstanding and per share amounts give effect to the reverse share split.

Overview

We are a clinical stage biopharmaceutical company focused on developing drugs based on our proprietary Accordion Pill platform technology, which we refer to as the Accordion Pill, or AP. Our Accordion Pill is an oral drug delivery system that is designed to improve the efficacy and safety of existing drugs and drugs in development by utilizing an efficient gastric retention, or, GR and specific release mechanism. Our product pipeline currently includes several product candidates in various stages. Our most advanced product candidate, Accordion Pill Carbidopa/Levodopa, or, AP-CD/LD, is was being developed for the indication of treatment of Parkinson’s disease symptoms in advanced Parkinson’s disease patients.

InProposed ~~July~~Merger 2019, we announced top-line results from our pivotal Phase III clinical for AP-CD/LD for the treatment of advanced Parkinson’s disease known as the ACCORDANCE study in which the ACCORDANCE study did not meet its target endpoints. While AP-CD/LD provided treatment for Parkinson’s disease symptoms, it did not demonstrate statistically superiority over immediate release CD/LD on the primary endpoint of OFF time reduction under the conditions established in the protocol. Treatment-emergent adverse effects observed with ~~AP-CD/LD~~Decoy were generally consistent with the known safety profile of CD/LD formulations and no new safety issues were observed throughout the double-blinded study, during the gastroscopy safety sub-study or the 12-month open-label extension study. From our review of the data, we have observed a meaningful reduction in OFF time in certain subsets of patients. We have completed the analysis of the full data set and we are currently seeking to partner AP-CD/LD as the basis for the strategy for AP-CD/LD moving forward.Biosystems

~~Previously~~On March 15, 2021, Intec Israel, Intec Parent, Inc., a Delaware corporation, and a wholly owned subsidiary of Intec Pharma, or Intec Parent, weDillon ~~successfully~~Merger ~~completed~~Subsidiary Inc., a ~~Phase~~Delaware IIcorporation ~~clinical~~and ~~trial~~a ~~for~~wholly ~~AP-CD/LD~~owned ~~for~~subsidiary of Intec Parent, or the ~~treatment~~Merger Sub, Domestication Merger Sub Ltd., an Israeli company and a wholly owned subsidiary of ~~Parkinson’s~~Intec ~~disease~~Parent, ~~symptoms~~or inthe ~~advanced~~Domestication Merger Sub, and Decoy Biosystems, ~~Parkinson’s~~Inc., ~~disease~~a ~~patients~~Delaware corporation, or Decoy, entered into an Agreement and inPlan ~~February~~of ~~2019~~Merger and Reorganization, weor ~~announced~~the ~~that~~Merger ~~AP-CD/LD~~Agreement, ~~met~~pursuant to which, following the ~~primary~~merger ~~endpoint~~of inthe aDomestication ~~pharmacokinetic~~Merger Sub with and into us, with us being the surviving entity and a wholly-owned subsidiary of Intec Parent, or PKthe ~~study~~Domestication Merger, ~~comparing~~and upon satisfaction of additional closing conditions, the ~~AP-CD/LD~~Merger ~~50/500mg~~Sub ~~dosed~~will merge ~~three~~with ~~times~~and ~~daily~~into Decoy, with Decoy being the ~~most~~surviving ~~common~~entity ~~dose~~and ~~used~~a inwholly-owned ~~our~~subsidiary ~~ACCORDANCE~~of ~~study~~Intec Parent, toor 1the Merger.5 The Merger ~~tablets~~is expected to be completed in the third calendar quarter of ~~CD/LD~~2021 ~~immediate~~and ~~release~~if ~~(Sinemet™)~~it ~~25/100~~is ~~dosed~~completed ~~five~~then ~~times~~the ~~per~~business ~~day~~of inDecoy ~~Parkinson’s~~will ~~disease~~become ~~patients~~the business of Intec Parent.

We have invested in the commercial scale manufacture of AP-CD/LD, for which we are in partnership with LTS Lohmann Therapie-Systeme AG (LTS) in Andernach, Germany. In October 2019, we completed the qualification studies for the commercial scale manufacture of the Accordion Pill and we have initiated the validation and stability studies of certain batches which are expected to serve as the clinical material for the next Phase 3 clinical trial plan. We have suspended further validation and stability studies and we intend to initiate the validation and stability studies of the remaining batches upon partnering the AP-CD/LD program.

2Under the Merger Agreement, the following will occur:

InThe ~~addition,~~Domestication we have initiated a clinical development program for our Accordion Pill platform with the two primary cannabinoids contained in cannabis sativa, which we refer to as AP-Cannabinoids. We are formulating and testing CBD and THC for the treatment of various pain indications. AP-Cannabinoids are designed to extend the absorption phase of CBD and THC, with the goal of more consistent levels for an improved therapeutic effect, which may address several major drawbacks of current methods of treatment, such as short duration of effect, delayed onset, variability of exposure, variability of the administered dose and adverse events that correlate with peak levels. In March 2017, we initiated a Phase I single-center, single-dose, randomized, three-way crossover clinical trial in Israel to compare the safety, tolerability and PK of AP-THC/CBD with Sativex®, an oral buccal spray containing CBD and THC that is commercially available outside of the United States. Initial results demonstrated that the Accordion Pill platform is well suited to safely deliver CBD and THC with significant improvements in exposure compared with Sativex®. In December 2018, we initiated a PK study of AP-THC and the results of the study demonstrate that the custom designed AP delivery system in the AP-THC PK study did not meet our expectations. We are continuing to advance the AP-Cannabinoids clinical development program and we are seeking to launch a PK study with the optimized AP-THC in December 2020.Merger

~~While~~As set forth in the ~~ACCORDANCE~~Merger ~~results~~Agreement, ~~were~~prior ~~not~~to ~~what~~the wedate ~~expected~~of the closing, weor ~~continue~~the toClosing ~~believe~~Date”, inIntec ~~the~~Israel ~~potential~~will domesticate as a wholly owned subsidiary of a Delaware corporation by merging with and into the ~~Accordion~~Domestication ~~Pill~~Merger ~~platform.~~Sub Inpursuant ~~December~~to an Agreement and Plan of ~~2018~~Merger, wedated ~~reported~~as ~~that~~of weApril ~~successfully~~27, ~~developed~~2021, anamong ~~Accordion~~Intec ~~Pill~~Israel, ~~for~~Domestication aMerger ~~Novartis~~Sub ~~proprietary~~and ~~compound~~Intec ~~that~~Parent, ~~met~~or the ~~required~~Domestication inMerger Agreement, ~~vitro~~with ~~specifications~~Intec ~~set~~Israel ~~forth~~surviving inthe merger and becoming a ~~feasibility~~wholly ~~agreement~~owned ~~with~~subsidiary ~~Novartis~~of Intec Parent. In ~~2019~~connection wewith ~~completed~~ the ~~human~~Domestication PKMerger, all ~~study~~Intec ~~and~~Israel ~~its~~ordinary ~~results demonstrated~~shares, ~~that~~having ~~the~~no APpar ~~met~~value per share, or the ~~technical~~Intec ~~requirements~~Israel ~~set~~Shares, ~~forth~~outstanding byimmediately ~~Novartis.~~prior Into ~~December~~the ~~2019,~~Domestication Merger ~~Novartis~~will convert, ~~following~~on ana ~~internal and~~one-for-one ~~revised~~basis, ~~commercial~~into ~~strategic~~shares ~~assessment,~~of ~~advised~~common usstock ~~that~~of ~~this~~Intec ~~program~~Parent, nopar ~~longer~~value ~~meets~~$0.01 ~~Novartis’~~per ~~mid~~share, toor ~~long-term~~the ~~strategic~~Intec Parent ~~goals.~~Common ~~Novartis~~Stock, ~~paid~~and usall ~~$1.5~~options ~~million~~and onwarrants ~~conclusion~~to ofpurchase ~~the~~Intec ~~program.~~Israel WeShares ~~restructured~~outstanding ~~our~~immediately ~~clinical~~prior ~~manufacturing~~to ~~planned~~the toDomestication ~~support~~Merger ~~this~~will ~~program~~be inexchanged ~~order~~for toequivalent ~~reduce~~securities ~~costs~~of Intec Parent.

InThe May 2019, we reported entering into a research collaboration agreement with Merck for the development of a custom-designed AP for one of Merck’s proprietary compounds. We met the required in vitro specifications for that compound but do not anticipate an in-vivo study. In October 2020, we entered into a new research collaboration agreement with Merck for another compound. Details of the new agreement are confidential.Merger

WeAs ~~continue~~set toforth ~~advance~~in ~~discussions~~the ~~with~~Merger ~~other~~Agreement, ~~potential~~after ~~pharmaceutical~~completion ~~partners~~of ~~for~~the Domestication Merger and subject to the ~~development~~satisfaction of ~~new~~the ~~custom-designed~~other ~~APs. We~~closing ~~believe~~conditions of the ~~data~~Merger, ~~from~~on ~~our~~the ~~ACCORDANCE~~Closing ~~trial~~Date, ~~enhances~~the ~~those~~Merger ~~discussions~~Sub aswill itmerge ~~validates~~with ~~the~~and APinto ~~platform~~Decoy, ~~and~~with ~~provides~~Decoy ~~long-term~~being ~~safety~~the surviving entity. ~~data~~As a result of the Merger, Decoy will become a wholly owned subsidiary of Intec Parent.

InSubject ~~late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread~~ to ~~countries across~~ the ~~globe,~~terms ~~including in Israel~~ and ~~the~~conditions ~~United States. Many countries around the world, including in Israel and the United States, have implemented significant governmental measures to control the spread~~ of the ~~virus,~~Merger ~~including temporary closure of businesses~~Agreement, ~~severe~~at ~~restrictions on travel and~~ the ~~movement~~effective oftime ~~people, and other material limitations on the conduct~~ of ~~business. We implemented remote working and work place protocols for our employees in accordance with government requirements. The implementation of measures to prevent~~ the ~~spread of coronavirus have resulted in disruptions to our partnering efforts which depend~~Merger, ~~in part, on attendance at in-person meetings, industry conferences and other events. It is still early to assess the full impact of the coronavirus outbreak and the extent to~~ which ~~the coronavirus impacts our operations~~ will ~~depend~~occur on ~~future developments, which are highly uncertain and cannot be predicted with confidence, including~~ the ~~duration~~Closing ~~and severity of the outbreak~~Date, ~~and the actions that may be required to contain the coronavirus~~ or ~~treat~~the ~~its~~Effective ~~impact.~~Time:

	●	each outstanding share of Decoy common stock, par value $0.001 per share, or the Decoy Common Stock (other than any shares held as treasury stock (which will be cancelled) and any dissenting shares and after giving effect to the conversion of Decoy SAFEs (Simple Agreements for Future Equity) and Decoy preferred stock, par value $0.001 per share, into Decoy Common Stock) will be converted into shares of Intec Parent Common Stock, based on the exchange ratio as described below, and

	●	each outstanding and unexercised Decoy stock option, whether vested or unvested, will be converted into a stock option exercisable for that whole number of shares of Intec Parent Common Stock equal to the product, rounded down, of (x) the aggregate number of shares of Decoy Common Stock for which such stock option was exercisable and (y) the exchange ratio.

The shares of Intec Parent Common Stock issuable in exchange for shares of Decoy Common Stock as described above are referred to as the “Merger Shares.”

Under the exchange ratio formula in the Merger Agreement, without taking into consideration the effect of the respective levels of cash and liabilities of each of Intec Israel, each Intec Israel subsidiary, Merger Sub, Domestication Merger Stub and Intec Parent, or the Intec entities, and Decoy, which will result in an adjustment to such exchange ratio, following the closing of the Merger, or the Closing, the former Decoy securityholders immediately before the Merger are expected to own approximately 75% of the aggregate number of the outstanding securities of Intec Parent, and the securityholders of Intec Israel immediately before the Domestication Merger are expected to own approximately 25% of the aggregate number of the outstanding securities of Intec Parent, calculated on a fully diluted basis. The actual allocation will be subject to adjustment based on, among other things, the respective net cash balances of Decoy and the consolidated Intec entities net cash balance (including, in the case of Intec Israel, any proceeds from the Disposition, described below), subject to certain exceptions. As further described below, the Closing is also conditioned on completion of the Domestication Merger, the Disposition, and on a Closing Financing, as described herein, by Intec Israel or Intec Parent, which will dilute securityholders of both Intec Israel and Decoy on a pro-rata basis, subject to certain exceptions.

Disposition of Accordion Pill Business

In accordance with the terms of the Merger Agreement, Intec Israel agreed that prior to the Closing Date it would use commercially reasonable efforts to enter into one or more agreements providing for the sale, transfer or assignment of Intec Israel’s Accordion Pill business by way of an asset sale or a sale of the entire issued share capital of Intec Israel or that it would otherwise take steps related to the divestment or disposal and satisfaction of liabilities related to the same, to be effected immediately after the Closing, or the Disposition.

The Closing Financing

The Closing is conditioned on one or more closing or pre-closing financing transactions by Intec Israel or Intec such that immediately following the Closing of the Merger (taking into account the proceeds to be received with respect to such financing(s)), the combined net cash of Decoy and the Intec entities will be not less than $30 million and not more than $50 million and which incorporates an agreed minimum valuation for Intec Parent following the Closing.

Recent Developments

In December 2020, we initiated a clinical trial in Israel evaluating the safety, tolerability and PK of an optimized AP-THC. Initial results demonstrated that the optimized AP-THC was able to achieve better controlled release profile with prolonged exposure and shorter lag time compared with Marinol which is a prescription medicine in the United States. The active ingredient in Marinol is Dronabinol, which is synthetic THC.

Results of Operations

The table below provides our results of operations for the periods indicated.

	Three months ended September 30						Nine months ended September 30
	Three months ended March 31
	2020			2019			2020			2019
	2021			2020
	(dollars in thousands)						~~(dollars in thousands)~~
Research and development expenses, net	$	(2,112	)	$	(8,448	)	$	(5,411	)	$	(24,850	)
Research and development expenses	$	(2,157	)	$	(2,024	)
General and administrative expenses		(12,~~529~~021	)		(21,~~157~~715	)		~~(4,874~~	)		~~(6,491~~	)
Impairment of long-lived assets		-			(9,759	)		-			(9,759	)
Operating loss		(4,178	)		(3,739	)
Operating loss		(3,641	)		(20,364	)		(10,285	)		(41,100	)
Financial expenses, net		(31	)		(70	)
Financial income (expenses), net		(57	)		14			(123	)		157
Loss before income tax		(4,209	)		(3,809	)
Loss before income tax		(3,698	)		(20,350	)		(10,408	)		(40,943	)
Income tax		(20	)		(61	)
Tax benefit (Income tax)		(42	)		(28	)		(149	)		(100	)
Net loss	$	(4,229	)	$	(3,870	)
Net loss	$	(3,740	)	$	(20,378	)	$	(10,557	)	$	(41,043	)

3Three Months Ended March 31, 2021 Compared to Three Months Ended March 31, 2020

~~Three~~Research and ~~Nine~~Development ~~Months Ended September 30, 2020 Compared to Three and Nine Months Ended September 30, 2019~~Expenses

~~Research~~Our research and ~~Development~~development ~~Expenses~~expenses for the three months ended March 31, ~~Net~~2021 amounted to approximately $2.1 million, an increase of $100,000, or approximately 5%, compared to approximately $2.0 million for the three months ended March 31, 2020. The increase was primarily related to the accelerated depreciation for property and equipment following the proposed Merger.

Our research and development expenses, net, for the three months ended September 30, 2020 amounted to approximately $2.1 million, a decrease of approximately $6.3 million, or 75%, compared to approximately $8.4 million for the three months ended September 30, 2019. Our research and development expenses, net, for the nine months ended September 30, 2020 amounted to approximately $5.4 million, a decrease of approximately $19.5 million, or 80%, compared to approximately $24.9 million for the nine months ended September 30, 2019. The decrease for the three and nine-month periods was primarily due to the completion of our ACCORDANCE study and Open Label Extension study during 2019, a decrease in expenses related to the scale up activities of the commercial scale manufacturing line, a decrease in payroll and related expenses, mostly due to reduction in headcount, and a decrease in share-based compensation.

General and Administrative Expenses

Our general and administrative expenses for the three months ended ~~September~~March 3031, ~~2020~~2021 amounted to approximately $12.50 million, aan ~~decrease of~~increase ~~approximately~~ of $~~700~~300,000, or 32approximately 18%, compared to approximately $21.27 million for the three months ended ~~September~~March 3031, ~~2019. Our general and administrative expenses for the nine months ended September 30,~~ 2020 ~~amounted to approximately $4~~.9 ~~million,~~The aincrease ~~decrease~~was ofprimarily ~~approximately~~related ~~$1.6~~to ~~million,~~professional orservices ~~25%,~~expenses ~~compared~~related to ~~approximately $6.5 million for~~ the ~~nine~~Merger ~~months~~Agreement ~~ended~~that ~~September~~was ~~30,~~recorded ~~2019.~~in ~~The decrease for~~ the three ~~and nine~~-month ~~periods~~ended ~~was~~March ~~primarily related to a decrease in payroll and related expenses~~31, ~~including reduction in headcount, a decrease in share-based compensation and reduction in associated expenses~~2021.

Operating Loss

AsBecause ~~a result~~ of the foregoing, for the three months ended ~~September~~March 3031, ~~2020~~2021 our operating loss was approximately $34.61 million, ~~a decrease~~an ofincrease ~~approximately $16.8 million, or 82%, compared to our operating loss for the three months ended September 30, 2019~~ of ~~approximately~~ $~~20.4 million. For the nine months ended September 30~~400, ~~2020 our operating loss was approximately $10.3 million~~000, aor ~~decrease of~~ approximately ~~$30.8 million, or 75~~11%, compared to our operating loss for the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~ 2020 of approximately $413.17 million. The ~~decrease for the three and nine-month periods~~ increase was mainly due to aan ~~decrease~~increase in ~~research and development expenses, net and~~ general and administrative expenses, as detailed above. In addition, for the three and nine months ended September 30, 2019, we recorded an impairment charge of approximately $9.8 million of our Production Line and Equipment, net, from the liability described in note 3a to the condensed consolidated financial statements, together "AP-CD/LD Assets, net", which represents the excess carrying value compared to the fair value of the AP-CD/LD Assets, net.

Financial ~~Income (expenses)~~Expenses, Net

For the three months ended ~~September~~March 3031, ~~2020~~2021, we had financial expenses from foreign currency exchange expenses in the amount of ~~approximately~~ ~~$62,000 and bank fees, offset by financial income from interest on cash and cash equivalents in the amount of~~ approximately $9,000. For the three months ended September 30, 2019, we had financial income from interest on cash and cash equivalents in the amount of approximately $44,000 offset by financial expenses from foreign currency exchange expenses in the amount of approximately $28,000 and bank fees.

For the ~~nine~~three months ended ~~September~~March 3031, 2020, we had financial expenses from foreign currency exchange expenses in the amount of approximately $~~151~~79,000 and bank fees, offset by financial income from interest on cash and cash equivalents in the amount of approximately $3610,000 ~~and~~ and financial income from change in fair value of marketable securities in the amount of approximately $2,000. For the nine months ended September 30, 2019, we had financial income from interest on cash and cash equivalents in the amount of approximately $326,000 offset by financial expenses from foreign currency exchange expenses in the amount of approximately $156,000 and bank fees.

Income tax

For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2020~~2021 and ~~2019~~2020, we have not generated taxable income in Israel. However, for the three months ended ~~September 30~~March 31, ~~2020~~2021 and ~~2019,~~2020 we incurred tax expenses in ~~our~~Intec UPharma Inc.S. ~~subsidiary~~ in the amount of $4220,000 and $2861,000, ~~respectively,~~ ~~and for the nine months ended September 30, 2020 and 2019 we incurred tax expenses in our U.S. subsidiary in the amount of $149,000 and $100,000,~~ respectively.

Net Loss

~~Based~~Because onof the foregoing, for the three months ended ~~September~~March 3031, ~~2020~~2021 our net loss was approximately $34.72 million, aan ~~decrease~~increase of ~~approximately~~ $~~16.7 million~~300, ~~or 82%~~000, ~~compared to net loss for the three months ended September 30, 2019 of approximately $20.4 million. For~~or ~~the nine months ended September 30, 2020 our net loss was~~ approximately ~~$10.6 million, a decrease of approximately $30.4 million, or 74~~8%, compared to our net loss for the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020 of approximately $413.09 million. The ~~decrease~~increase ~~for the three and nine-month periods~~ was mainly due to aan ~~decrease~~increase in ~~research and development expenses, net,~~ general and administrative ~~expenses~~ ~~and the impairment charge incurred in 2019~~expenses, as detailed above.

Liquidity and Capital Resources

Since our inception, we have funded our operations primarily through public and private offerings (in Israel and in the U.S.) of our equity securities, grants from the IIA and other grants from organizations such as the Michael J. Fox Foundation, and payments received under the feasibility and related agreements we have entered into with multinational pharmaceutical companies, pursuant to which we are entitled to full coverage of our development costs with regard to the projects specified in those agreements.

As of ~~September~~March 3031, ~~2020~~2021, we had cash and cash equivalents and restricted cash of approximately $1711.1 million. As of December 31, ~~2019~~2020, we had cash and cash equivalents ~~and marketable securities~~ of approximately $1014.1 million. In February 2020, we completed an underwritten public offering, pursuant to which we issued 764,000 ordinary shares, pre-funded warrants to purchase 48,500 ordinary shares and warrants to purchase 812,500 ordinary shares. Each pre-funded warrant was exercisable at an exercise price of $0.002 per share. All the pre-funded warrants were exercised following the closing of the offering. Each ordinary share and warrant or pre-funded warrant and warrant were sold together at a combined price of $8.00. Each warrant is exercisable at an exercise price of $8.00 per share and has a term of five years from the date of issuance. The total net proceeds were approximately $5.7 million~~, after deducting underwriting discounts, commissions and other offering expenses in the amount of approximately $800,000~~. In addition, in May 2020, we completed a registered direct offering with certain institutional investors pursuant to which we sold 814,598 ordinary shares and in a concurrent private placement, we issued to the investors in the offering warrants to purchase up to 407,299 ordinary shares. The warrants are immediately exercisable and expire five and one-half years from issuance at an exercise price of $4.90 per share, subject to adjustment as set forth therein. The total net proceeds were approximately $4.5 million, after deducting placement agent and other offering expenses in the amount of approximately $500,000. In August 2020, we completed a further registered direct offering with Aspire Capital Fund, LLC, or Aspire Capital, pursuant to which we sold 356,250 ordinary shares at a purchase price of $7.022 per share and pre-funded warrants to purchase 356,250 ordinary shares at a purchase price of $6.822 per warrant to Aspire Capital. The pre-funded warrants have an exercise price of $0.20 per share and are exercisable until exercised in full. The total net proceeds were approximately $4.6 million, after deducting offering expenses.

Net cash used in operating activities was approximately $84.93 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 compared with net cash used in operating activities of approximately $235.91 million for the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020. This decrease resulted primarily from the achanges ~~decrease~~ in ~~our~~operating ~~research~~asset and ~~development~~liability ~~activities~~items ~~in the amount~~ of approximately $191.43 million, offset by ~~changes~~ an increase in ~~operating~~our ~~asset~~general and ~~liability~~administrative expenses ~~items~~in the amount of approximately $4300,000.~~1 million.~~

We had ~~positive~~negative cash flow from investing activities of approximately $~~756~~1,000 for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 compared to ~~negative~~ positive cash flow from investing activities of approximately $~~2.5~~769,000 ~~million~~ for the ~~nine~~three months ended ~~September~~March 3031, ~~2019~~2020. This change resulted primarily from anproceeds ~~investment~~from indisposal ~~the establishment~~ of ~~the~~marketable ~~commercial~~securities ~~scale manufacturing line~~ in the ~~amount~~three-month ~~of approximately $2.3 million in the nine months~~ ended ~~September~~March 3031, ~~2019 and an increase in purchase of property and equipment in the amount of approximately $775,000~~2020.

Net cash provided by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021 was approximately $~~15.9 million~~956,000, which was provided ~~primarily~~ by the proceeds from ~~our~~exercise ~~registered~~of ~~direct offering~~warrants in ~~August~~February ~~2020~~2021. ~~that~~Net ~~resulted~~cash inprovided ~~net~~by ~~proceeds~~financing ofactivities ~~approximately~~for ~~$4.6~~the ~~million,~~three ~~proceeds~~months ~~from~~ended ~~our~~March ~~registered~~31, ~~direct offering~~2020 inwas ~~May 2020 that resulted in net proceeds of~~ approximately $46.51 million, ~~and~~which was provided by the proceeds from our underwritten public offering in February 2020 that resulted in net proceeds of approximately $5.7 million. ~~Net~~and ~~cash provided~~ by ~~financing activities for~~ the ~~nine months ended September 30, 2019 was approximately $2.2 million, which was provided by~~ funds received from the sale of our ordinary shares under our “at-the-market” equity offering program ~~and~~that ~~proceeds~~resulted ~~from~~in ~~the~~net ~~exercise~~proceeds of ~~options~~approximately ~~by employees~~$421,000.

At-the-Market Equity Offering Program

Pursuant to that certain Sales Agreement, dated March 1, 2019, or the Sales Agreement, by and between us and Cowen and Company, LLC, we may elect from time to time, to offer and sell ordinary shares through an “at the market offering” as defined in Rule 415(a)(4), or the ATM Offering, promulgated under the Securities Act having an aggregate offering price of up to $75,000,000. Under a prospectus supplement dated March 28, 2019, we sold an aggregate of 138,794 ordinary shares for gross proceeds of $2.6 million. On March 13, 2020, we updated the aggregate amount that may be issued and sold under the ATM Offering and filed a prospectus supplement pursuant to which we may offer and sell, from time to time, ordinary shares having an aggregate offering price of up to $9.8 million. From March 13, 2020 to May 4, 2020, we did not issue or sell any of our ordinary shares under the ATM Offering. On May 4, 2020, we terminated the prospectus supplement dated March 13, 2020, but the Sales Agreement remains in full force and effect.

Aspire Capital Financing Arrangement

On December 2, 2019, we entered into a purchase agreement, orwith ~~the~~Aspire ~~Purchase~~Capital ~~Agreement~~Fund LLC, ~~with~~or Aspire Capital, ~~pursuant~~which was tosubsequently amended on May 16, 2021, or the Purchase Agreement,which provides that, upon the terms and conditions set forth therein, Aspire Capital is committed to purchase up to an aggregate of $10.0 million of our ordinary shares over the 30-month term of the Purchase Agreement. Concurrently with entering into the Purchase Agreement, we also entered into a registration rights agreement with Aspire Capital, or the Registration Rights Agreement, in which we agreed to file with the SEC one or more registration statements, as necessary, and to the extent permissible and subject to certain exceptions, to register for sale under the Securities Act for the sale of our ordinary shares that have been and may be issued to Aspire Capital under the Purchase Agreement.

5Concurrently with entering into the Purchase Agreement, we also entered into a registration rights agreement with Aspire Capital, or the Registration Rights Agreement, in which we agreed to file with the SEC one or more registration statements, as necessary, and to the extent permissible and subject to certain exceptions, to register for sale under the Securities Act for the sale of our ordinary shares that have been and may be issued to Aspire Capital under the Purchase Agreement.

We filed with the SEC a prospectus supplement to our effective shelf registration statement on Form S-3 (File No. 333-230016) registering all of the ordinary shares that may be offered to Aspire Capital from time to time. Under the Purchase Agreement, on any trading day selected by us, we have the right, in our sole discretion, to present Aspire Capital with a purchase notice, each, a Purchase Notice, directing Aspire Capital (as principal) to purchase up to 10,000 of our ordinary shares in an amount no greater than $500,000 per business day, up to $10.0 million of our ordinary shares in the aggregate at a per share price, or the Purchase Price, equal to the lesser of:

● the lowest sale price of our ordinary shares on the purchase date; or

	●	the lowest sale price of our ordinary shares on the purchase date; or

	●	the arithmetic average of the three (3) lowest closing sale prices for our ordinary shares during the ten (10) consecutive trading days ending on the trading day immediately preceding the purchase date.

●We and ~~the~~Aspire ~~arithmetic~~Capital ~~average~~also ofmay mutually agree to increase the ~~three~~dollar ~~(3)~~amount ~~lowest~~to ~~closing~~greater ~~sale~~than ~~prices~~$500,000 ~~for~~and ~~our~~the number of ordinary shares ~~during~~that may ~~the~~be ~~ten~~sold ~~(10)~~to ~~consecutive~~as ~~trading~~much ~~days~~as ~~ending~~an onadditional ~~the~~2,000,000 ~~trading~~ordinary ~~day~~shares ~~immediately~~per ~~preceding~~business ~~the~~day, ~~purchase date~~respectively.

WeIn ~~and~~addition, ~~Aspire~~on ~~Capital~~any ~~also~~date ~~may~~on ~~mutually~~which ~~agree~~we submit a Purchase Notice to ~~increase~~Aspire ~~the~~Capital ~~dollar~~in an amount equal to ~~greater~~at ~~than~~least ~~$500~~10,000 ~~and~~ordinary shares, we also have the ~~number~~right, in our sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice, each, a VWAP Purchase Notice, directing Aspire Capital to purchase an amount of ordinary shares equal to up to 30% of the aggregate of our ordinary ~~that~~shares ~~may~~traded beon ~~sold~~our principal market on the next trading day, or the VWAP Purchase Date, subject to asa ~~much~~maximum asnumber anof ~~additional~~12,500 ~~100~~ordinary shares,~~000~~ unless we and Aspire Capital mutually agree otherwise. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for our ordinary shares ~~per~~traded ~~business~~on ~~day,~~our ~~respectively~~principal market on the VWAP Purchase Date.

In addition, on any date on which we submit a Purchase Notice to Aspire Capital in an amount equal to at least 10,000 ordinary shares, we also have the right, in our sole discretion, to present Aspire Capital with a volume-weighted average price purchase notice, each, a VWAP Purchase Notice, directing Aspire Capital to purchase an amount of ordinary shares equal to up to 30% of the aggregate of our ordinary shares traded on our principal market on the next trading day, or the VWAP Purchase Date, subject to a maximum number of 12,500 ordinary shares. The purchase price per share pursuant to such VWAP Purchase Notice is generally 97% of the volume-weighted average price for our ordinary shares traded on our principal market on the VWAP Purchase Date.

The Purchase Price will be adjusted for any reorganization, recapitalization, non-cash dividend, share split, or other similar transaction occurring during the period(s) used to compute the Purchase Price. We may deliver multiple Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long as the most recent purchase has been completed.

The Purchase Agreement provides that we and Aspire Capital shall not effect any sales under the Purchase Agreement on any purchase date where the closing sale price of our ordinary shares is less than $0.25. There are no trading volume requirements or restrictions under the Purchase Agreement, and we will control the timing and amount of sales of our ordinary shares to Aspire Capital. Aspire Capital has no right to require any sales by us, but is obligated to make purchases from us as directed by us in accordance with the Purchase Agreement. There are no limitations on use of proceeds, financial or business covenants, restrictions on future funding, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement. In consideration for entering into the Purchase Agreement, concurrently with the execution of the Purchase Agreement, we issued to Aspire Capital the Commitment Shares. The Purchase Agreement may be terminated by us at any time, at its discretion, without any cost to us. Aspire Capital has agreed that neither we nor any of our agents, representatives and affiliates shall engage in any direct or indirect short-selling or hedging of our ordinary shares during any time prior to the termination of the Purchase Agreement. Any proceeds from us received under the Purchase Agreement are expected to be used to fund our research and development activities, for working capital and for general corporate purposes.

~~The~~In ~~Purchase~~April ~~Agreement~~2021, ~~provides~~we ~~that the number of ordinary shares that may be~~ sold ~~pursuant to the Purchase Agreement will be limited to 350~~319,~~120~~393 ordinary shares, or the Exchange Cap, which represents 19.99% of our outstanding ordinary shares on December 2, 2019, unless shareholder approval or an exception pursuant to the rules of the Nasdaq Capital Market is obtained to issue more than 19.99%. This limitation will not apply if, at any time the Exchange Cap is reached and at all times thereafter, the average price paid for all ordinary shares issued under the Purchase Agreement isat ~~equal~~a topurchase ~~or greater than $9.7956, which is the~~ price ~~equal to the closing sale price~~ of ~~our ordinary shares immediately preceding the execution of the Purchase Agreement~~$3.7767 Weper ~~are~~share, ~~not~~for ~~required or~~a ~~permitted~~total ~~to issue any ordinary shares under the Purchase Agreement if such issuance would breach its obligations under the~~consideration ~~rules or regulations~~ of ~~the~~approximately ~~Nasdaq Capital Market or other applicable law (including, without limitation, the Israeli Companies Law – 1999, as amended, or the Israeli Companies Law)~~$1.2 ~~We may, in our sole discretion, determine whether to obtain shareholder approval to issue more than 19~~million.~~99% of our outstanding ordinary shares hereunder if such issuance would require shareholder approval under the rules or regulations of the Nasdaq Capital Market or the Israeli Companies Law.~~

The Purchase Agreement currently provides that the number of ordinary shares that may be sold pursuant to the Purchase Agreement will be limited to 963,912 ordinary shares, or the Exchange Cap, which represents 19.99% of our outstanding ordinary shares on May 16, 2021, unless shareholder approval or an exception pursuant to the rules of the Nasdaq Capital Market is obtained to issue more than 19.99%. This limitation will not apply if, at any time the Exchange Cap is reached and at all times thereafter, the average price paid for all ordinary shares issued under the Purchase Agreement is equal to or greater than $3.44, which is the price equal to the closing sale price of our ordinary shares immediately preceding the execution of the amendment to the Purchase Agreement. We are not required or permitted to issue any ordinary shares under the Purchase Agreement if such issuance would breach its obligations under the rules or regulations of the Nasdaq Capital Market or other applicable law (including, without limitation, the Israeli Companies Law – 1999, as amended, or the Israeli Companies Law). We may, in our sole discretion, determine whether to obtain shareholder approval to issue more than 19.99% of our outstanding ordinary shares hereunder if such issuance would require shareholder approval under the rules or regulations of the Nasdaq Capital Market or the Israeli Companies Law.

Current Outlook

We believe that we have adequate cash to fund our ongoing activities through the completion of the Merger and into the first quarter of 2022. ~~Our~~However, ~~ability~~changes tomay ~~continue~~occur tothat ~~execute~~would ~~our~~cause ~~operating~~us ~~plan~~to isconsume ~~dependent~~our onexisting ~~our~~cash ~~ability~~prior to ~~obtain~~that ~~additional capital~~time, ~~principally~~including ~~through~~the ~~license~~costs ~~agreements~~to ~~with~~consummate the ~~third~~Merger. ~~parties~~Prior ~~and~~to ~~capital~~closing ~~raising~~of ~~from~~ the ~~public,~~Merger ~~private~~we ~~investors and institutional investors~~agreed, ~~such~~among asother ~~through~~things, ~~the public offering~~ that we ~~completed~~would inuse ~~February~~commercially ~~2020~~reasonable ~~raising~~efforts ato ~~total~~enter into ofone ~~$5.7~~or ~~million,~~more ~~net,~~agreements ~~the~~providing ~~registered direct~~for ~~offering~~the ~~and~~sale, ~~concurrent~~transfer ~~private~~or ~~placement~~assignment or that we ~~completed~~would inotherwise ~~May~~take ~~2020~~steps ~~raising~~related ato ~~total~~the ofdivestment or ~~approximately~~disposal ~~$4.5 million, net,~~ and ~~the~~satisfaction ~~registered~~of ~~direct~~liabilities ~~offering~~of ~~that~~our weAccordion ~~completed~~Pill inbusiness, ~~August~~to ~~2020~~be ~~raising~~effected aimmediately ~~total~~after ~~of approximately $4~~Closing.6 ~~million,~~Although ~~net.~~we ~~We may~~have ~~also~~entered ~~engage~~into ~~with~~the aMerger ~~partner~~Agreement inand ~~order~~intend to ~~share~~consummate the ~~costs~~Merger, ~~associated~~there ~~with~~is ~~the~~no ~~development~~assurance ~~and~~that ~~manufacturing~~it ofwill ~~our~~be ~~product~~able ~~candidates. We~~to ~~are~~successfully ~~closely~~complete the ~~monitoring~~Merger ~~ongoing~~on ~~developments~~a intimely ~~connection~~basis, ~~with~~or ~~the~~at ~~COVID-19~~all. ~~pandemic~~If, ~~which~~for ~~has~~any ~~resulted~~reason, inthe ~~disruptions~~Merger tois ~~our partnering~~not ~~efforts~~consummated and ~~may~~we ~~negatively~~are ~~impact~~unable ~~our~~to ~~commercial~~continue ~~prospects and our ability~~ to ~~raise~~operate ~~capital. As of~~ the Accordion ~~date~~Pill ofbusiness ~~issuance of~~or ~~these~~identify ~~condensed~~and ~~consolidated~~complete ~~financial~~an ~~statements,~~alternative ~~the~~strategic ~~extent~~transaction tolike ~~which~~ the ~~COVID-19~~Merger, ~~pandemic~~we may ~~materially~~be ~~impact~~required ~~our~~to ~~financial~~dissolve ~~condition,~~and ~~liquidity,~~liquidate orour ~~results~~assets. ofIn ~~operations~~such ~~is uncertain. Furthermore~~case, ~~the~~we ~~estimation~~would ~~process~~be required to ~~prepare~~pay ~~our~~all ~~consolidated financial~~of ~~statements~~our ~~required~~debts ~~assumptions to be made about future event~~ and ~~conditions~~contractual ~~and the impact of COVID-19 in our financial results~~obligations, and ~~while~~to weset ~~believe~~aside ~~such~~certain reserves ~~assumptions~~for ~~are~~potential ~~reasonable~~future claims, ~~they are inherently subjective~~ and ~~uncertain.~~there ~~Our~~can ~~actual~~be ~~results could~~no ~~differ~~assurances ~~materially~~as ~~from~~to ~~those~~the ~~estimates.~~amount Asor atiming ~~result~~ of ~~these~~available ~~uncertainties,~~cash ~~there~~left isto ~~substantial doubt about our ability~~distribute to ~~continue~~our asshareholders aafter ~~going~~paying ~~concern.~~our ~~For~~debts ~~more~~and ~~information,~~other ~~see~~obligations ~~note~~and ~~1(a)(2)~~setting inaside ~~our~~funds ~~condensed consolidated financial statements~~ for ~~the nine months ended September 30, 2020~~reserves.

6We are also closely monitoring ongoing developments in connection with the COVID-19 pandemic, which has resulted in disruptions to our partnering efforts and may negatively impact our commercial prospects and our ability to raise capital. As of the date of issuance of these consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact our financial condition, liquidity, or results of operations is uncertain. As a result of these uncertainties, there is substantial doubt about our ability to continue as a going concern within one year after the issuance date of these financial statements. For more information, see note 1(c) in our condensed consolidated financial statements for the three months ended March 31, 2021.

Developing drugs, conducting clinical trials, obtaining commercial manufacturing capabilities and commercializing products is expensive and we will need to raise substantial additional funds to achieve our strategic objectives. We will require significant additional financing in the future to fund our operations, including if and when we progress into additional clinical trials ~~of our product candidates~~, obtain regulatory approval for one or more of our product candidates, obtain commercial manufacturing capabilities and commercialize one or more of our product candidates. Our future capital requirements will depend on many factors, including, but not limited to:

●

the timing of and our ability to complete the Merger;

●

the progress and costs of our clinical trials and other research and development activities;

●

the scope, prioritization and number of our clinical trials and other research and development programs;

●

the amount of revenues and contributions we receive under future licensing, collaboration, development and commercialization arrangements with respect to our product candidates;

●

the impact of the COVID-19 pandemic;

●

the costs of the development and expansion of our operational infrastructure;

●

the costs and timing of obtaining regulatory approval for one or more of our product candidates;

●

the ability of us, or our collaborators, to achieve development milestones, marketing approval and other events or developments under our potential future licensing agreements;

●

the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

●

the costs and timing of securing manufacturing arrangements for clinical or commercial production;

●

the costs of contracting with third parties to provide sales and marketing capabilities for us or establishing such capabilities ourselves;

●

the costs of acquiring or undertaking development and commercialization efforts for any future products, product candidates or technology;

● the magnitude of our general and administrative expenses; ~~● market conditions; and~~

●

market conditions; and

●

any cost that we may incur under future in- and out-licensing arrangements relating to one or more of our product candidates.

Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through capital raising ~~or by out-licensing applications of one or more of our product candidates~~. We cannot be certain that additional funding will be available to us on acceptable terms, if at all. If funds are not available, we may be required to delay, reduce the scope of or eliminate research or development plans for, or commercialization efforts with respect to, one or more of our product candidates and make necessary change to our operations to reduce the level of our expenditures in line with available resources.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have had or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies

This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, ~~which~~ which have been prepared in accordance with U.S. GAAP. The preparation of these consolidated financial statements requires us to make estimates that affect the reported amounts of our assets, liabilities and expenses. Significant accounting policies employed by us, including the use of estimates, are presented in the notes to the consolidated financial statements included elsewhere in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020. We periodically evaluate our estimates, which are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require our subjective or complex judgments, resulting in the need to make estimates about the effect of matters that are inherently uncertain. If actual performance should differ from historical experience or if the underlying assumptions were to change, our financial condition and results of operations may be materially impacted.

Our critical accounting policies and estimates are disclosed in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020. There have been no material changes to those policies during the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021.

Recently Issued Accounting Pronouncements

None.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 4.

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ~~September~~March 3031, ~~2020~~2021. Based on that evaluation, our principal executive officer and principal financial officer have concluded that as of ~~September~~March 3031, ~~2020~~2021 these disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) under the Exchange Act that occurred during the quarter ended ~~September~~March 3031, ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. ~~Litigation~~ Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except ~~There~~as set forth below, there are currently no pending material legal proceedings, and we are currently not aware of any legal ~~proceedings~~ proceedings or claims against us or our property that we believe will have any significant effect on our business, financial position or operating results. None of our officers or directors is a party against us in any legal proceeding.

OnIn ~~December~~May 192021, ~~2019,~~four ~~Zvi~~lawsuits ~~Joseph~~were filed against us and ~~Giora~~the members ~~Carni,~~of ~~former~~our ~~officers~~board ~~and~~of directors ofin ~~the~~federal ~~Company,~~court: ~~filed~~Marc aSt-Hilarie ~~complaint~~v. ~~with~~Intec ~~the~~Pharma ~~Jerusalem~~Ltd, et al., 1:21-cv-04000-JSR ~~District~~(filed ~~Labor~~May ~~Court~~5, ~~alleging~~2021, ~~breach~~Southern District of ~~contract~~New ~~related~~York); toMinh ~~the~~Tran ~~purported~~v. ~~vesting~~Intec ofPharma ~~certain~~Ltd., ~~options~~et ~~issued~~al., to1:21-cv-04026-JSP ~~the~~(filed ~~plaintiffs~~May ~~and~~5, ~~further~~2021, ~~alleging~~Southern ~~payments~~District ~~due~~of ~~for~~New ~~unredeemed~~York); ~~vacation~~Craig ~~days~~Davidson v. ~~The~~Intec ~~plaintiffs~~Pharma ~~are~~Ltd., ~~seeking~~et ~~pecuniary~~al., ~~damages~~1:21-cv-00673-LPS of(filed May ~~NIS 2~~7,~~443,098 (approximately~~ ~~$700~~2021,~~000)~~ ~~plus~~District ~~interest~~of Delaware); and ~~linkage~~Jordan toSanchez ~~the~~Figueroa ~~Israeli~~v. ~~Consumer~~Intec ~~Price~~Pharma ~~Index~~Ltd., Inet ~~addition~~al., ~~the plaintiffs have filed~~1:21-cv-02621-WFK-RML ~~motions~~(filed toMay ~~obtain~~11, ~~liens~~2021, onEastern ~~our~~District ~~assets~~of toNew ~~secure~~York). ~~any~~The ~~future~~Davidson ~~recovery.~~lawsuit ~~These~~also ~~motions~~names ~~were~~Decoy ~~withdrawn~~and ~~pursuant~~certain toentities ~~the Court’s~~involved ~~recommendation~~in at the ~~conclusion~~Merger ofas adefendants. ~~pretrial~~All ~~hearing~~four ~~held~~complaints onallege ~~February~~that 9,we ~~2020.~~and ~~We together with~~ our ~~legal~~board ~~advisors~~violated ~~believe~~federal ~~that we~~securities ~~have~~laws ~~good~~by ~~defense~~allegedly ~~arguments~~ failing to ~~the~~disclose ~~claims~~all ~~against~~material usinformation ~~and~~in ~~filed~~connection awith ~~statement~~the ofMerger. ~~defense~~Since to the ~~complaint~~filing onof ~~March~~these 8lawsuits, ~~2020~~Marc inSt-Hilarie ~~which~~and weMinh ~~rejected~~Tran ~~all~~have filed notices of ~~the~~voluntary ~~plaintiffs’~~dismissal of their claims as moot. ~~Accordingly,~~It weis ~~assessed~~still too early to assess and predict the ~~likelihood~~probable outcome of ~~damages~~these complaints and ~~concluded~~we believe that ~~no provisions~~these lawsuits are ~~needed~~without tomerit beand, ~~recorded~~if ~~within~~any ~~the~~are prosecuted, ~~financial~~intend ~~statements~~to ~~regarding~~defend ~~this~~vigorously ~~matter~~against them.

~~Item~~In ~~1A. Risk~~addition, ~~Factors~~for a discussion of settlement agreement that was resolved during March 2021, see “COMMITMENTS AND CONTINGENT LIABILITIES” included in note 3b to the consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

~~Our business~~Item1A. isRisk ~~subject to risks arising from the outbreak of coronavirus which has impacted and continues to impact our business.~~Factors

~~Public~~Not ~~health~~required epidemics or outbreaks could adversely impact our business. In late 2019, a novel strain of COVID-19, also known as coronavirus, was reported in Wuhan, China. While initially the outbreak was largely concentrated in China, it has now spread to countries across the globe, including in Israel and the United States. Many countries around the world, including in Israel and the United States, have implemented significant governmental measures to control the spread of the virus, including temporary closure of businesses, severe restrictions on travel and the movement of people, and other material limitations on the conduct of business. We implemented remote working and work place protocols for our employees in accordance with government requirements. The implementation of measures to prevent the spread of coronavirus have resulted in disruptions to our partnering efforts which depend, in part, on attendance at in-person meetings, industry conferences and other events. It is still too early to assess the full impact of the coronavirus outbreak and the extent to which the coronavirus impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration and severity of the outbreak, and the actions that may be required to contain the coronavirus or treat its impact. In particular, the continued spread of the coronavirus globally could materially adversely impact our operations and workforce, including our research and development, partnering efforts, and our ability to raise capital, each of which in turn could have a ~~material~~smaller ~~adverse~~reporting ~~impact on our business, financial condition and results of operation~~company.

If we fail to comply with the continued listing requirements of the Nasdaq Capital Market, our ordinary shares may be delisted and the price of our ordinary shares and our ability to access the capital markets could be negatively impacted.

On September 3, 2019, we were notified by Nasdaq that we were not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The notification provided that we had 180 calendar days, or until March 2, 2020, to regain compliance with Nasdaq Listing Rule 5550(a)(2). On March 3, 2020, we were notified by Nasdaq that we are eligible for an additional 180 calendar day period, or until August 31, 2020, to regain compliance. On April 17, 2020, we were notified by Nasdaq that as a result of tolling of compliance periods by Nasdaq, our term to regain compliance was extended until November 13, 2020. To regain compliance, the bid price of our ordinary shares must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. On July 15, 2020, our shareholders approved amendments to our articles of association to effect a reverse share split of our 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 of directors in its sole discretion provided the reverse split is effected no later than July 15, 2021. We subsequently implemented a 1-for-20 reverse share split of our ordinary shares which was effective for Nasdaq marketplace purposes at the open of business on October 30, 2020. If the bid price of our ordinary shares is at least $1.00 per share for at least 10 consecutive days following the effectiveness of the reverse share split, then we expect to regain compliance with the minimum bid price requirement. Nevertheless, it is not uncommon for the market price of a company’s shares to decline in the period following a reverse share split, as has been in our case. Therefore, the percentage decline may be greater than would occur in the absence of a reverse share split. In any event, other factors unrelated to the number of ordinary shares outstanding, such as negative financial or operational results, could adversely affect the market price of our ordinary share to fall below the minimum $1.00 bid price again and could result in a delisting of our ordinary shares. A delisting of our ordinary shares from Nasdaq could materially reduce the liquidity of our ordinary shares and result in a corresponding material reduction in the price of our ordinary shares. In addition, delisting could harm our ability to raise capital on terms acceptable to us, or at all, and may result in the potential loss of confidence by investors, employees and fewer business development opportunities.

The liquidity of our ordinary shares and shareholders’ ability to sell their shares may be affected by our recent reverse share split.

On October 30, 2020, we effected a 1-for-20 reverse share split. As a result of the reverse share split the liquidity of our ordinary shares may decrease as a result of the corresponding reduction in the number of shares that are outstanding following such split. In addition, the reverse share split increased the number of shareholders who own odd lots (less than 100 shares) of our ordinary shares, creating the potential for such shareholders to experience an increase in the cost of selling their shares and greater difficulty effecting such sales.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

~~None~~The following disclosure would have otherwise been filed on Form 8-K under the heading “Item 1.01 Entry into a Material Definitive Agreement”:

On May 16, 2021, we entered into a First Amendment to Ordinary Shares Purchase Agreement, or the Amendment, with Aspire Capital, amending the Purchase Agreement, which provides for among other things, (i) for an updated Exchange Cap, pursuant to which we may issue up to an additional 963,912 ordinary shares which constitutes 19.99% of our ordinary shares outstanding as of the date of entry into the Amendment, unless shareholder approval or an exception pursuant to the rules of the Nasdaq Capital Market is obtained to issue more than 19.99%, and (ii) if shareholder approval is not obtained, such limitation will not apply after the Exchange Cap is reached if at all times thereafter the average purchase price paid for all shares issued under the Purchase Agreement is equal to or greater than $3.44 per share.

For a detailed description of the terms of the Purchase Agreement, see “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Aspire Capital Financing Arrangement.”

Item 6.

Exhibits

Exhibit No.		Exhibit Description
3.1		Articles of Association of Intec Pharma Ltd., as amended (incorporated herein by reference to Exhibit 3.1 ofto the Company’s ~~Current~~ Report on Form 8-K filed with the SEC on October 29, 2020)
10.1*		First Amendment to Ordinary Shares Purchase Agreement, dated as of May 16, 2021, between Intec Pharma Ltd. And Aspire Capital Fund LLC
31.1*		Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
31.2*		Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a), promulgated under the Securities Exchange Act of 1934, as amended
32.1#		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2#		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

101.INS*		XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith
#	Furnished herewith

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Intec Pharma Ltd.
Date: November 5, 2020	By:	/s/ Jeffrey A. Meckler
Date: May 17, 2021	By:	/s/ Jeffrey A. Meckler
		Jeffrey A. Meckler
		Chief Executive Officer and Vice Chairman
		(Principal Executive Officer)
Date: November 5, 2020	By:	/s/ Nir Sassi
Date: May 17, 2021	By:	/s/ Nir Sassi
		Nir Sassi
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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