Item
1.01 Entry into a Material Definitive Agreement.
On August 7,
2020, Intec Pharma Ltd. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with Aspire Capital Fund, LLC (“Aspire Capital”), pursuant to which the Company agreed to sell
7,125,000 of its ordinary shares (the “Shares”) at a purchase price of $0.3511 per share and pre-funded warrants
(the “Pre-funded Warrants”) to purchase 7,125,000 of its ordinary shares at a purchase price of $0.3411 per
warrant to Aspire Capital in a registered direct offering, without an underwriter or placement agent. The closing of the
Offering is scheduled to occur on August 10, 2020, subject to satisfaction of customary closing conditions.
The gross proceeds
to the Company from this offering are expected to be approximately $4.9 million, before deducting a commitment fee payable to Aspire
of $250,000 and other offering expenses. The Company intends to use the net proceeds from the offering to fund its research and
development activities and for working capital and general corporate purposes.
The Pre-funded Warrants
will have an exercise price of $0.01 per share, which is subject to adjustment in the event of certain share dividends and distributions,
share splits, share combinations, reclassifications or similar events affecting the Company’s ordinary shares and also upon
any distributions of assets to the Company’s shareholders. Each Pre-funded Warrant will be exercisable upon issuance and
will terminate upon exercise in full. The Pre-funded Warrants contain provisions that prohibit exercise if the holder, together
with its affiliates, would beneficially own in excess of 9.99% of the number of the Company’s ordinary shares outstanding
immediately after giving effect to such exercise. The holder of the Pre-funded Warrants may increase or decrease this percentage,
but not in excess of 19.99%, by providing at least 61 days’ prior notice to the Company. In the event of certain corporate
transactions, the holder of the Pre-funded Warrants will be entitled to receive, upon exercise of the Pre-funded Warrants, the
kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-funded Warrants
immediately prior to such transaction.
The Shares, the Pre-funded
Warrants and the ordinary shares underlying the Pre-funded Warrants to be issued in the registered direct offering will be issued
pursuant to a prospectus supplement dated as of August 7, 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.
Copies of the form
of Purchase Agreement and form of Pre-funded Warrant are filed as Exhibits 10.1 and 4.1, respectively. The foregoing descriptions
of the terms of the Purchase Agreement and the Pre-funded Warrant are qualified in their entirety by reference to such exhibits.
A copy of the opinion of Meitar | Law Offices relating to the validity of the shares of the ordinary shares issued in the offering
hereto and a copy of the opinion of McDermott Will & Emery LLP relating to the legality of the issuance and sale of the Pre-funded
Warrants issued in the offering is attached as Exhibits 5.1 and 5.2 hereto, respectively.
On August 7, 2020,
the Company also issued a press release announcing the offering. A copy of the press release is attached as Exhibit 99.1 hereto.