UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 1323, 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))

☐	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(s) 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 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

~~Intec~~As ~~Pharma~~of ~~Ltd.~~July ~~(the~~23, ~~“Company”)~~2021, the ~~directors~~authorized ofshare ~~the~~capital ~~Company~~of ~~(the “~~Intec ~~Board”),~~Pharma ~~Intec Parent, Inc~~Ltd., ~~Dillion~~as ~~Merger Subsidiary,~~Israeli ~~Inc.,~~company ~~Decoy Biosystems, Inc~~ (~~“Decoy”)~~the ~~and Domestication Merger Sub Ltd. (collectively,~~ “~~Defendants~~Company”) ~~were named as defendants in connection with the following actions: St. Hilarie v. Intec Pharma Ltd.~~, ~~Case~~is No17.5 ~~1:21-cv-04000 (S.D.N.Y.);~~million ~~Tran~~ordinary ~~v. Intec Pharma Ltd.~~shares, ~~Case~~of ~~No.~~which ~~1:21-cv-04026 (S.D.N.Y.); Davidson v. Intec Pharma Ltd.~~7,370,883 ~~Case~~ordinary ~~No.~~shares ~~1:21-cv-00673~~are (Doutstanding. ~~Del.);~~ ~~and~~In ~~Figueroa~~addition v.there ~~Intec Pharma Ltd., Case No. 1~~are:~~21-cv-02621~~ ~~(E.D.N.Y.) (collectively~~908,601 ~~the~~ordinary ~~“Actions”).~~shares ~~Plaintiffs in~~issuable ~~the~~upon ~~Actions alleged, among other things, that~~ the ~~members of the Intec Board breached their fiduciary duties by agreeing to the previously~~ ~~disclosed~~exercise ~~merger~~ of ~~the~~outstanding ~~Company~~warrants; ~~with~~230,805 ~~Decoy~~ordinary ~~(the~~shares ~~“Merger”)~~issuable ~~and~~upon ~~misrepresented and failed to disclose in~~ the ~~proxy~~exercise ~~statement/prospectus (the “Proxy Statement”), which forms part~~ of ~~the~~outstanding ~~Registration~~options ~~Statement~~granted onunder ~~Form S-4 (File No. 333-255389) (~~the ~~“Registration~~Company’s ~~Statement”)~~equity ~~filed~~incentive byplans; ~~the Company as a co-registrant on April 20, 2021 with the U.S. Securities~~ and ~~Exchange Commission (the “Commission”)~~213, ~~allegedly~~303 ~~material~~ordinary ~~information~~shares ~~necessary~~available for ~~the~~future ~~shareholders~~equity-based ofawards under the Company’s to2015 ~~cast~~Equity ~~an informed vote on the Merger~~Incentive Plan.

On ~~May~~July 1223, 2021, ~~solely~~the toBoard ~~eliminate~~of Directors (the ~~burden~~“Board”) of Intec Parent, ~~expense~~Inc. (“Intec Parent”), a Delaware corporation and ~~risk~~wholly owned subsidiary of ~~further~~the ~~litigation~~Company, ~~and~~appointed ~~without~~each ~~admitting~~of ~~any~~Hila ~~liability~~Karah, orAnthony ~~wrongdoing~~J. Maddauluna, William B. Hayes and Dr. Roger J. Pomerantz as directors of Intec Parent (the “Director Appointments”). Dr. Roger J. Pomerantz also was appointed as Chairman of the Company’s ~~made~~board ~~certain~~of ~~supplemental~~directors. ~~disclosures~~Jeffrey Meckler was previously appointed as a director of Intec Parent and will continue to serve as a director. The Board also established three standing committees (the ~~Proxy~~Audit ~~Statement~~Committee, ~~forming~~the ~~part~~Nominating Committee and the Compensation Committee) and appointed directors to the standing committees (the “Committee Appointments”). In addition, the Board appointed the following persons as officers of ~~Amendment~~Intec NoParent (the “Officer Appointments”): Jeffrey Meckler (Chief Executive Officer); Nir Sassi (Chief Financial Officer); and Walt Linscott (Chief Business Officer). 1The toDirector Appointments, the ~~Registration~~Committee ~~Statement~~Appointments ~~filed~~and bythe Officer Appointments are described in the ~~Company~~Current asReport aon coForm 8-~~registrant~~K ~~with~~filed ~~the~~by ~~Commission~~Intec Parent on ~~May~~July 1223, 2021.

~~Plaintiffs~~On ~~subsequently~~July ~~voluntarily~~23, ~~dismissed~~2021, ~~the~~Intec ~~Actions~~Parent ~~(on~~amended ~~May~~and ~~13,~~restated ~~2021~~its incertificate ~~the~~of ~~St.~~incorporation ~~Hilarie~~ and ~~Tran~~its ~~cases~~bylaws, oneffective ~~July 12~~immediately, ~~2021~~ as described in the ~~Davidson~~registration ~~case,~~statement ~~and~~ on ~~July 13~~Form S-4, ~~2021in~~as ~~the~~amended ~~Figueroa~~(File ~~case)~~No. ~~In addition~~333-255389), ~~and~~filed inby ~~order to avoid~~ the ~~uncertainties and~~Company ~~costs associated with a contested application for Plaintiffs’ attorneys’ fees~~ and ~~expenses~~Intec ~~and~~Parent ~~without~~as ~~any admission~~co-registrants ~~that~~with ~~Plaintiffs’~~the ~~claims~~Securities ~~were~~and ~~meritorious~~Exchange orCommission ~~that any such fees or expenses would be owed,~~ on ~~July~~May 1312, 2021, ~~the~~and ~~Defendants entered into an agreement pursuant to which~~ the ~~Company~~Current ~~agreed~~Report toon ~~pay~~Form ~~Plaintiffs’~~8-K ~~counsel~~filed aby ~~fee~~Intec inParent ~~the~~on ~~amount~~July ~~of $225~~23,~~000 (the~~ ~~“Negotiated Attorney Fee”)~~2021. ~~The Negotiated Attorney Fee is made in full satisfaction of any and all claims for fees or costs by any of Plaintiffs’ counsel in the Actions and fully resolves them.~~

SIGNATURES

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

Date: July 1623, 2021

	INTEC PHARMA LTD.

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

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