UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

~~June~~July 2113, 2021

INTEC PHARMA LTD.

(Exact name of registrant as specified in its charter)

Israel

001-37521

N/A

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

12 Hartom St. Har Hotzvim
Jerusalem, Israel		9777512
(Address of principal executive offices)		(Zip Code)
+ 972-2-586-4657
(Registrant’s telephone number, including area code) (Former name or former address, if changed since last report)

+ 972-2-586-4657

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for ~~complying~~ complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

Item 5 8.~~07.~~01 ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

~~On June 21, 2021,~~ Intec Pharma Ltd. (the “Company”), orthe directors of the Company (the “Intec ~~Israel~~Board”), ~~held~~Intec aParent, ~~special~~Inc., ~~meeting~~Dillion ~~of shareholders~~Merger ~~(the~~Subsidiary, Inc., Decoy Biosystems, Inc (“~~Special~~Decoy”) ~~Meeting~~and Domestication Merger Sub Ltd. (collectively, “Defendants”) were tonamed ~~consider~~as ~~seven~~defendants ~~proposals~~in ~~related~~connection towith the ~~Company’s~~following ~~merger~~actions: ~~with~~St. ~~Decoy~~Hilarie ~~Biosystems,~~v. ~~Inc~~Intec Pharma Ltd., a ~~Delaware~~Case ~~corporation~~No. 1:21-cv-04000 (~~“Decoy”~~S.D.N.Y.); Tran v. Intec Pharma Ltd., inCase ~~connection~~No. ~~with~~1:21-cv-04026 ~~the~~(S.D.N.Y.); ~~Agreement~~Davidson ~~and~~v. ~~Plan~~Intec ofPharma ~~Merger~~Ltd., ~~and~~Case ~~Reorganization~~No. ~~dated~~1:21-cv-00673 ~~March~~(D. 15Del.); and Figueroa v. Intec Pharma Ltd., ~~2021~~Case No. 1:21-cv-02621 (E.D.N.Y.) (collectively, the “~~Merger Agreement~~Actions”). ~~among~~Plaintiffs in the ~~Company~~Actions alleged, ~~Intec~~among ~~Parent,~~other ~~Inc.~~things, athat ~~Delaware~~the ~~corporation~~members ~~and~~of ~~wholly-owned~~the ~~subsidiary~~Intec Board breached their fiduciary duties by agreeing to the previously disclosed merger of the Company with Decoy (~~“Intec~~the ~~Parent~~“Merger”), ~~Dillon~~and ~~Merger~~misrepresented ~~Subsidiary~~and ~~Inc.,~~failed ato ~~Delaware~~disclose ~~corporation~~in the proxy statement/prospectus (the “~~Merger~~Proxy ~~Sub~~Statement”), ~~Domestication~~ ~~Merger~~which ~~Sub,~~forms ~~Ltd.,~~part anof ~~Israeli~~the ~~company~~Registration ~~and~~Statement aon ~~wholly~~Form S-~~owned~~4 ~~subsidiary~~(File ofNo. ~~Intec~~333-255389) ~~Parent~~ (~~“Domestication~~the ~~Merger~~“Registration ~~Sub~~Statement”) filed by the Company as a co-registrant on April 20, ~~and~~2021 ~~Decoy~~with the U.S. ~~Each~~Securities ofand Exchange Commission (the ~~Company’s~~“Commission”), allegedly ~~proposals~~material ~~was~~information ~~approved~~necessary byfor the ~~requisite~~shareholders ~~vote~~ of the Company’s ~~shareholders as~~to ~~described~~cast ~~below~~an informed vote on the Merger.

AtOn ~~the close of business on~~ May 2012, 2021, ~~the~~solely ~~record~~to ~~date~~eliminate ~~for~~ the ~~Special Meeting~~burden, ~~there~~expense ~~were~~and ~~4,821,971~~risk ~~ordinary shares~~ of ~~the~~further ~~Company outstanding.~~litigation, ~~The~~and ~~holders~~without ofadmitting aany ~~total~~liability ofor 2wrongdoing,~~024,212 ordinary shares of~~ the Company ~~were~~made ~~represented~~certain atsupplemental ~~the~~disclosures ~~Special~~to ~~Meeting~~the inProxy ~~person or~~Statement byforming ~~proxy,~~part ~~representing approximately 42%~~ of ~~the~~Amendment ~~Company’s~~No. ~~ordinary~~1 ~~shares entitled~~ to ~~vote at~~ the ~~Special~~Registration ~~Meeting, which~~Statement ~~total~~filed ~~constituted~~by ~~a quorum for~~ the ~~Special~~Company ~~Meeting~~as ina ~~accordance~~co-registrant with the ~~Company’s~~Commission ~~bylaws~~on May 12, 2021.

~~Set~~Plaintiffs ~~forth~~subsequently ~~below~~voluntarily ~~are~~dismissed the ~~matters~~Actions ~~acted~~(on ~~upon~~May by13, 2021 in the ~~Company’s~~St. ~~shareholders~~Hilarie atand ~~the~~Tran ~~Special~~cases, ~~Meeting~~on ~~and~~July 12, 2021 in the ~~final~~Davidson ~~voting~~case, ~~results~~ and on ~~each~~July 13, ~~such~~2021in ~~matter~~the Figueroa case). ~~Each~~In ~~proposal~~addition, ~~required~~and ~~approval~~in byorder ~~holders~~to ofavoid the uncertainties and costs associated with a ~~majority~~contested ofapplication ~~shares~~for ofPlaintiffs’ ~~the~~attorneys’ ~~Company~~fees ~~present~~and expenses and ~~entitled~~without toany admission ~~vote~~that aPlaintiffs’ ~~meeting~~claims atwere ~~which~~meritorious aor ~~quorum~~that isany ~~present.~~such ~~For~~fees ~~more~~or ~~information~~expenses would be owed, on ~~these~~July ~~proposals~~13, ~~please~~2021, ~~refer~~the Defendants entered into an agreement pursuant to which the Company agreed to pay Plaintiffs’s ~~joint proxy~~counsel ~~statement/prospectus~~a ~~for~~fee in the ~~Special~~amount ~~Meeting~~of $225,000 (the ~~filed~~“Negotiated ~~with~~Attorney ~~the~~Fee”). ~~Securities~~The Negotiated Attorney Fee is made in full satisfaction of any and ~~Exchange~~all ~~Commission~~claims onfor ~~May~~fees or ~~14,~~costs ~~2021~~by any of Plaintiffs’ counsel in the Actions and fully resolves them.

1. Approval of the merger of Merger Sub with and into Decoy, the Merger Agreement and the transactions contemplated thereunder:

For				Against				Abstain				Broker Non-Votes
	768,706				14,460				826			1,240,220

2. Approval of the domestication of the Company from Israel to the State of Delaware by Domestication Merger Sub merging with and into the Company, the Merger Agreement and certain matters related thereto, including Intec Parent’s amended and restated certificate of incorporation:

For				Against				Abstain				Broker Non-Votes
	770,015				13,409				568			1,240,220

3. Approval to grant discretionary authority to the board of directors of the Company to amend the articles of association of the Company to effect a reverse stock split of Intec Israel ordinary shares at a ratio within the range between 1-for-2 and 1-for-4 to be effective at the ratio and on a date to be determined by the board of directors of Intec Israel in its sole discretion, prior to the effectiveness of the Domestication Merger.

For				Against				Abstain				Broker Non-Votes
	1,923,825				92,405				7,892			0

4. Approval to elect Michael J. Newman, Ph.D., Jeffrey A. Meckler, Anthony J. Maddaluna, Hila Karah, Dr. Roger J. Pomerantz, William B. Hayes, Hoonmo Lee and Brian O’Callaghan to serve staggered terms until the first, second and third annual general meeting:

Nominee	For		Against		Abstain		Broker Non-Votes
Michael J. Newmann, Ph.D.		763,139		13,419		7,434	1,240,220
Jeffrey A. Meckler		760,090		15,426		8,476	1,240,220
Anthony J. Maddaluna		763,460		11,886		8,646	1,240,220
Hila Karah		756,240		15,209		12,543	1,240,220
Dr. Roger J. Pomerantz		764,689		10,597		8,706	1,240,220
William B. Hayes		754,043		15,724		14,225	1,240,220
Hoonmo Lee		750,130		20,374		13,488	1,240,220
Brian O’Callaghan		759,929		10,441		13,622	1,240,220

5. Approval and adoption of the Intec Parent Option Plan:

For				Against				Abstain				Broker Non-Votes
	749,039				21,961				12,993			1,240,220

6. Approval of the issuance of such number of Company ordinary shares or Intec Parent common stock in a closing financing as would yield aggregate gross proceeds to the Company or Intec Parent, as applicable, such that the combined net cash of Intec Parent will be not less than $30 million and not more than $50 million:

For				Against				Abstain				Broker Non-Votes
	743,435				28,129				12,429			1,240,220

7. Approval to adjourn the meeting.

For				Against				Abstain				Broker Non-Votes
	2,006,463				10,759				6,990			0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~June~~July 2216, 2021

	INTEC PHARMA LTD.

	By:	/s/ Nir Sassi
		Nir Sassi
		Chief Financial Officer

Filing Compare · Intec Pharma Ltd.