Securities Registration: Employee Benefit Plan (s-8)
August 27 2018 - 8:04AM
Edgar (US Regulatory)
Registration
No. 333 - _________
As
filed with the Securities and Exchange Commission on August 27, 2018
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
INTEC
PHARMA LTD.
(Exact
name of Registrant as specified in its charter)
Israel
|
Not Applicable
|
(State or other jurisdiction of
|
(IRS Employer
|
incorporation or Organization)
|
Identification No.)
|
12
Hartom Street
Har
Hotzvim, Jerusalem 9777512, Israel
(+972)
(2) 586-4657
(Address
of principal executive offices)
Intec
Pharma Ltd. 2015 Equity Incentive Plan
(Full
title of the plan)
Intec
Pharma, Inc.
3
Columbus Circle - 15th Floor
New York, NY 10019
(646)
374-8050
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
With
copies to:
Shachar
Hadar
Meitar
Liquornik Geva Leshem Tal
16
Abba Hillel Silver Rd.
Ramat
Gan 52506, Israel
Tel: (+972)
(3) 610-3100
|
Gary
Emmanuel, Esq.
McDermott
Will & Emery LLP
340 Madison Avenue
New York, NY 10173
Tel:
(212) 547-5400
|
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
|
Accelerated
filer ☐
|
Non-accelerated
filer (Do not check if a smaller reporting company)
|
Smaller
reporting company ☐
|
|
Emerging
growth company ☒
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
Title
of Securities
to
be Registered
|
|
Amount
to be
Registered
|
|
|
Proposed
Maximum
Offering
Price Per
Security
|
|
|
Proposed
Maximum
Aggregate
Offering
Price
|
|
|
Amount
of
Registration
Fee
|
|
Ordinary
Shares, no par value
|
|
|
1,000,000
|
(1)
|
|
$
|
4.06
|
(2)
|
|
$
|
4,060,000
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(2)
|
|
$
|
505.5
|
|
(1)
This registration statement on Form S-8 (this “
Registration Statement
”) covers 1,000,000 ordinary shares, no
par value (the “
Shares
”) of Intec Pharma Ltd. (the “
Registrant
” or “
Company
”),
which may be issued under the Registrant’s 2015 Equity Incentive Plan (the “
Plan
”). In addition, pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “
Securities Act
”), this Registration Statement
shall also cover any additional ordinary shares that become issuable under the Plan by reason of any share dividend, share split,
recapitalization or similar transaction effected without the receipt of consideration which results in an increase in the number
of the Company’s outstanding Ordinary Shares.
(2)
Calculated pursuant to Rule 457(c) and (h) under the Securities Act. The proposed maximum offering price per ordinary share is
$4.06, which represents the average of the high and low prices per share of the Registrant’s ordinary shares as reported
on the Nasdaq Capital Market on August 20, 2018.
EXPLANATORY
NOTE
This
Registration Statement registers an additional 1,000,000 Shares of the Company, which may be issued under the Plan. In accordance
with General Instruction E of Form S-8, the contents of the Company’s Registration Statements on Form S-8 (File Nos. 333-209700,
333-212801 and 333-222217) relating to the Plan, filed with the Securities and Exchange Commission (the “
Commission
”)
on February 25, 2016 and August 1, 2016, each as amended each by Post-Effective Amendments No. 1, filed with the Commission on
April 7, 2017, and on December 21, 2017, are incorporated herein by reference except for Items 3 and 8 of the Company’s Registration
Statement, which are included in this Registration Statement.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item
1. Plan Information*
Item
2. Registrant Information and Employee Plan Annual Information*
*The
documents containing the information specified in this Part I of Form S-8 (plan information and registrant information and employee
plan annual information) will be sent or given to employees as specified by Securities and Exchange Commission Rule 428(b)(1).
Such documents need not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents, which have been filed with the Commission by the Company, are incorporated herein by reference into this
Registration Statement:
|
(a)
|
The
Company’s Annual Report on Form 20-F for the fiscal year ended on December 31, 2017, filed with the Commission on March
9, 2018;
|
|
(b)
|
The
description of the Company’s Ordinary Shares contained in Item 1 of the registration statement on Form 8-A (File No.
001-37521), filed with the Commission on July 28, 2015, including any amendment or report filed for the purpose of updating
such description; and
|
|
(c)
|
Our
Reports on Form 6-K furnished to the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act on January 3, 2018,
January 8, 2018, January 31, 2018, March 12, 2018, March 26, 2018, April 13, 2018, May 15, 2018 (with respect to delisting
from Tel Aviv Stock Exchange and with respect to first quarter 2018 financial results, exhibits 99.2 and 99.3 only), May 18,
2018, May 23, 2018 (exhibit 99.1 only), June 28, 2018, June 29, 2018 and August 15, 2018 (exhibits 99.2 and 99.3 only) .
|
In
addition, all documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Securities Exchange Act of 1934, as amended, and certain Reports on Form 6-K furnished by the Company to the Commission
(which indicate that they are incorporated herein by reference), after the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement which indicates that all securities have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereof from the date of filing or furnishing of such documents or reports, to the extent not superseded by documents
or reports subsequently filed or made.
Item
8. Exhibits
See
attached Exhibit Index.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Jerusalem, Israel on the 27
th
day of August, 2018.
|
INTEC
PAHRMA LTD.
|
|
|
|
By:
|
/s/
Jeffrey A. Meckler
|
|
Name:
Jeffery A. Meckler
|
|
Title:
Chief Executive Officer and Vice Chairman
|
POWER
OF ATTORNEY
We,
the undersigned directors and/or officers of the Registrant, hereby severally constitute and appoint Jeffrey A. Meckler and Nir
Sassi, and each of them singly, our true and lawful attorneys, with full power to any of them, and to each of them singly, to
sign for us and in our names in the capacities indicated below the registration statement on Form S-8 filed herewith, and
any and all amendments to said registration statement, and any registration statement filed pursuant to Rule 462(b) under
the Securities Act, and to file or cause to be filed the same, with all exhibits thereto and other documents in connection therewith,
with the Commission, granting unto said attorneys, and each of them, full power and authority to do and perform each and every
act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as each of them
might or could do in person, and hereby ratifying and confirming all that said attorneys, and each of them, or their substitute
or substitutes, shall do or cause to be done by virtue of this Power of Attorney.
Pursuant
to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities
indicated as of the 27
th
day of August, 2018.
Signature
|
|
Title
|
|
|
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/s/ Dr. John W. Kozarich
|
|
Chairman of the Board of Directors
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Dr. John W. Kozarich
|
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|
|
|
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/s/ Jeffery A. Meckler
|
|
Chief Executive Officer and Vice Chairman (principal executive
officer)
|
Jeffery A. Meckler
|
|
|
|
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/s/ Nir Sassi
|
|
Chief Financial Officer (principal financial and accounting officer)
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Nir Sassi
|
|
|
|
|
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/s/ Gil Bianco
|
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Director
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Gil Bianco
|
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|
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/s/ Hila Karah
|
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Director
|
Hila Karah
|
|
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/s/ Issac Silberman
|
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Director
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Issac Silberman
|
|
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/s/ Anthony J. Maddaluna
|
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Director
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Anthony J. Maddaluna
|
|
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/s/ Dr. Roger J. Pomerantz
|
|
Director
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Dr. Roger J. Pomerantz
|
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/s/ William B. Hayes
|
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Director
|
William B. Hayes
|
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SIGNATURE
OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant
to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United
States of Intec Pharma Ltd. has signed this Registration Statement on this 27
th
day of August, 2018.
|
INTEC PHARMA, INC.
|
|
|
|
By:
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/s/ Nir
Sassi
|
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Name: Nir Sassi
|
|
Title: Secretary
|
EXHIBIT
INDEX
*
Filed herewith.
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