|
Item 1.01
|
Entry into a
Material Definitive Agreement.
|
On
May 4, 2020, Intec Pharma Ltd. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with certain institutional investors (the “Purchasers”), pursuant to which the Company agreed to sell and issue, in
a registered direct offering, 16,291,952 of the Company’s ordinary shares (the “Ordinary Shares”) at a purchase
price per share of $0.30690 (the “Shares”) for aggregate gross proceeds to the Company of approximately $5.0 million,
before deducting the placement agent’s fees and other estimated offering expenses payable by the Company.
Pursuant
to the Purchase Agreement, in a concurrent private placement, the Company has also agreed to sell and issue to the Purchasers
unregistered warrants to purchase up to 8,145,976 Ordinary Shares. The warrants will be immediately exercisable and will expire
five and one-half years from issuance and are exercisable at an exercise price of $0.245 per share, subject to adjustment as set
forth therein. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the
shares underlying the warrants.
The
offering is expected to close on or about May 6, 2020, subject to satisfaction of customary closing conditions.
The
Purchase Agreement also contains representations, warranties, indemnification and other provisions customary for transactions
of this nature.
The
Company also entered into a letter agreement (the “Placement Agent Agreement”) with H.C. Wainwright & Co., LLC
(“Wainwright”), pursuant to which Wainwright agreed to serve as the exclusive placement agent for the Company in connection
with the offering. The Company agreed to pay Wainwright a cash placement fee equal to 7% of the aggregate purchase price for the
Ordinary Shares sold in the offering, a management fee of 1% of the aggregate purchase price for the Ordinary Shares sold in the
offering, a non-accountable expense allowance of $75,000 and clearing expenses of $12,900.
The
Shares to be issued in the registered direct offering will be issued pursuant to a prospectus supplement dated as of May 4, 2020
which will be filed with the SEC, in connection with a takedown from the Company’s shelf registration statement on Form
S-3 (File No. 333-230016) (the “Registration Statement”), which became effective on March 28, 2019, and the base prospectus
dated as of March 28, 2019 contained in such Registration Statement. This Current Report on Form 8-K shall not constitute an offer
to sell or the solicitation to buy nor shall there be any sale of the shares or warrants in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
state or jurisdiction.
The
warrants and the shares underlying the warrants are being offered and sold pursuant to an exemption from the registration requirements
under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation
D promulgated thereunder. The Purchasers have represented that they are accredited investors, as that term is defined in Regulation
D, or qualified institutional buyer as defined in Rule 144(A)(a), and have acquired the warrants and the shares underlying the
warrants as principal for their own account and have no arrangements or understandings for any distribution thereof. The offer
and sale of the foregoing securities is being made without any form of general solicitation or advertising. The warrants and the
shares underlying the warrants have not been registered under the Securities Act or applicable state securities laws. Accordingly,
the warrants and underlying shares may not be offered or sold in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities
laws.
The
foregoing descriptions of the Purchase Agreement and the warrants are not complete and are qualified in their entireties by reference
to the full text of such documents, copies of which are filed as exhibits to this Current Report on Form 8-K and are incorporated
by reference herein.
A
copy of the opinion of Meitar | Law Offices relating to the validity of the shares of Ordinary Shares issued in the offering is
attached as Exhibit 5.1 hereto.
On
May 4, 2020, the Company also issued a press release announcing the offering. A copy of the press release is attached as Exhibit
99.1 hereto.