JERUSALEM, July 26, 2021 /PRNewswire/ -- Intec Pharma Ltd.
(NASDAQ: NTEC) ("Intec Israel" or
the "Company"), today announced that its wholly-owned subsidiary,
Intec Parent, Inc. ("Intec US"),
entered into a securities purchase agreement with a single,
healthcare-focused institutional investor to raise $30 million in a private placement. The private
placement is being consummated to satisfy one of the closing
conditions of the previously announced reverse merger with Decoy
Biosystems, Inc. (the "Decoy Merger").
In connection with the Decoy Merger, Intec Israel plans to effect a 1-for-4 reverse
share split of its outstanding ordinary shares for the purpose of
meeting Nasdaq's initial listing requirements. Upon effectiveness
of the reverse share split, every four shares of Intec Israel's outstanding ordinary shares will
be combined into one ordinary share. In addition, proportionate
adjustments will be made to the exercise prices and number of
underlying shares of Intec Israel's
outstanding options and warrants and to the number of shares
issuable under Intec Israel's
existing option plans.
Following completion of the reverse share split, Intec Israel plans to effect a domestication
merger whereby Domestication Merger Sub Ltd. ("Domestication Merger
Sub"), an Israeli company and a wholly-owned subsidiary of Intec
US, will merge with and into Intec
Israel with Intec Israel
being the surviving entity and a wholly-owned subsidiary of Intec
US (the "Domestication Merger"). In connection with the
Domestication Merger, all of Intec
Israel's ordinary shares outstanding immediately prior to
the Domestication Merger will convert, on a one-for-one basis, into
shares of common stock of Intec US, par value $0.01 per share, and all options and warrants to
purchase Intec Israel's ordinary
shares outstanding immediately prior to the Domestication Merger
will be exchanged for equivalent securities of Intec US.
Intec Israel will continue to
possess all of its assets, rights, powers and property as
constituted immediately prior to the Domestication Merger and it
will continue to be subject to all of its debts, liabilities and
obligations as constituted immediately prior to the Domestication
Merger.
Both the reverse share split and Domestication Merger will take
place prior to completion of the private placement and Decoy
Merger. The reverse share split is scheduled to become effective
after trading closes on July 26, 2021
and the Domestication Merger is scheduled to enter into effect
prior to market open on July 27,
2021. Following the reverse share split and Domestication
Merger, Intec US will begin trading on the Nasdaq Capital Market
instead of Intec Israel at the
commencement of trading on July 27,
2021 under Intec Israel's
existing symbol "NTEC" but with a new CUSIP number (45828B 100).
Pursuant to the securities purchase agreement entered into by
and between Intec US and the investor, Intec US will issue
10,909,091 (or 2,727,273 on a post-split basis) shares of its
common stock (or common stock equivalents in lieu thereof) and
warrants to purchase up to 10,909,091 (or 2,727,273 on a post-split
basis) shares of its common stock, at an effective purchase price
of $2.75 (or $11.00 on a post-split basis) per share and
associated warrant. The warrants will have a term of five and
one-half years, be exercisable immediately following the issuance
date and have an exercise price of $2.75 (or $11.00 on
a post-split basis) per share.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the private placement.
Intec US intends to use the net proceeds of the private
placement for working capital purposes. The completion of the
private placement is a closing condition to the Decoy Merger and
the private placement is expected to occur immediately prior to the
closing of the Decoy Merger on or about August 3, 2021, subject to satisfaction of
customary closing conditions.
The offer and sale of the foregoing securities are being made in
a transaction not involving a public offering and have not been
registered under the Securities Act of 1933, as amended (the
"Securities Act"), or applicable state securities laws.
Accordingly, the securities may not be reoffered or resold
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.
Under a registration rights agreement with the investor, the
Company is required to file an initial registration statement with
the Securities and Exchange Commission (the "SEC") covering the
resale of the shares of common stock (or common stock equivalents
in lieu thereof) to be issued to the investor (including the shares
of common stock underlying the warrants) within 30 days and to use
best efforts to have the registration statement declared effective
as promptly as practical thereafter, and in any event no later than
75 days in the event of a "full review" by the Securities and
Exchange Commission.
The Domestication Merger and reverse share split will not affect
any shareholder's ownership percentage of Intec Israel's ordinary shares, except to the
extent that the reverse share split would result in any shareholder
owning a fractional share. Fractional ordinary shares will be
rounded up to the nearest whole share. As a result of the reverse
share split, the number of outstanding ordinary shares of
Intec Israel will be reduced from
approximately 7,370,883 ordinary shares to approximately 1,842,721
ordinary shares.
Registered shareholders holding their ordinary shares in
book-entry or through a bank, broker or other nominee form do not
need to take any action in connection with the reverse share split
and Domestication Merger. For those shareholders holding physical
share certificates, the Company's transfer agent, VStock Transfer,
LLC, will send instructions for exchanging those certificates for
new certificates representing the post-split number of shares.
VStock Transfer, LLC can be reached at (212) 828-8436.
Additional information about the reverse share split,
Domestication Merger and Decoy Merger can be found in the Company's
proxy statement/prospectus included in the registration statement
on Form S-4 filed with the Securities and Exchange Commission on
May 12, 2021, a copy of which is also
available at www.sec.gov or at https://www.intecpharma.com.com/
under the SEC Filings tab located on the Investor Relations
page.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
About Intec Pharma Ltd.
Intec Pharma is a clinical-stage biopharmaceutical company
focused on developing drugs based on its proprietary Accordion Pill
platform technology. The Company's Accordion Pill is an oral drug
delivery system that is designed to improve the efficacy and safety
of existing drugs and drugs in development by utilizing an
efficient gastric retention and specific release mechanism. For
more information, visit www.intecpharma.com. Intec Pharma routinely
posts information that may be important to investors in the
Investor Relations section of its website.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements as
defined in the Private Securities Litigation Reform Act. These
include statements regarding management's expectations, beliefs and
intentions regarding, among other things, our product development
efforts, business, financial condition, results of operations,
strategies, plans and prospects. Forward-looking statements can be
identified by the use of forward-looking words such as "believe",
"expect", "intend", "plan", "may", "should", "could", "might",
"seek", "target", "will", "project", "forecast", "continue" or
"anticipate" or their negatives or variations of these words or
other comparable words or by the fact that these statements do not
relate strictly to historical matters. For example, forward-looking
statements are used in this press release when Intec Israel discusses its plans to effect a
reverse share split and Domestication Merger, the expected timing
of the reverse share split, Domestication Merger and completion of
the private placement and intended use of proceeds. Forward-looking
statements relate to anticipated or expected events, activities,
trends or results as of the date they are made. Because
forward-looking statements relate to matters that have not yet
occurred, these statements are inherently subject to risks and
uncertainties that could cause our actual results to differ
materially from any future results expressed or implied by the
forward-looking statements. Many factors could cause actual
activities or results to differ materially from the activities and
results anticipated in forward-looking statements, including, but
not limited to, the following: risks associated with Intec Pharma's
and Decoy's ability to consummate the Decoy Merger and the timing
of the closing of the Decoy Merger, including the risks that a
condition to closing would not be satisfied within the expected
timeframe or at all or that the closing of the Decoy Merger will
not occur; risks related to the ability to consummate certain
closing conditions including the private placement and the
disposition of the Accordion Pill business, the occurrence of any
event, change, or other circumstances that could give rise to the
termination of the merger agreement; the outcome of any legal
proceedings that may be instituted against Intec Pharma or Decoy
following the announcement of the merger agreement and the
transactions contemplated therein; unanticipated difficulties or
expenditures relating to the Decoy Merger, the response of business
partners and competitors to the announcement of the Decoy Merger,
and/or potential difficulties in employee retention as a result of
the announcement and pendency of the Decoy Merger; the occurrence
of any event, change, or other circumstance that could give rise to
the termination of the merger agreement or could otherwise cause
the transaction to fail to close; the inability to list the merger
shares on Nasdaq or maintain the listing of the combined company's
shares of common stock on Nasdaq following the Decoy Merger; the
ability to recognize the anticipated benefits of the Decoy Merger.
Risks and uncertainties relating to Decoy that may cause actual
results to differ materially from those expressed or implied in any
forward-looking statement include, but not limited to: Decoy's
plans to develop and potentially commercialize its technology, the
timing and cost of Decoy's planned investigational new drug
application and any clinical trials, the completion and receiving
favorable results in any clinical trials, Decoy's ability to obtain
and maintain regulatory approval of any product candidate, Decoy's
ability to protect and maintain its intellectual property and
licensing arrangements, Decoy's ability to develop, manufacture and
commercialize its product candidates, the risk of product liability
claims, the availability of reimbursement, the influence of
extensive and costly government regulation, and Decoy's estimates
regarding future revenue, expenses capital requirements and the
need for additional financing following Decoy Merger. These risks,
as well as other risks and uncertainties associated with Decoy
Merger, are discussed in the proxy statement/prospectus that is
included in the registration statement on Form S-4 that was filed
with the SEC in connection with the Decoy Merger. Additional risks
and uncertainties are identified and discussed under the heading
"Risk Factors" in Intec Israel's
Annual Report and other period filings with the SEC. All
forward-looking statements speak only as of the date of this
presentation and are expressly qualified in their entirety by the
cautionary statements included in this presentation. Neither
Intec Israel nor Decoy undertake any
obligation to update or revise forward-looking statements to reflect
events or circumstances that arise after the date made or to reflect
the occurrence of unanticipated events, except as required by
applicable law.
Intec Pharma Investor Contact:
Will O'Connor
Stern IR
+1 212-362-1200
will@sternir.com
View original
content:https://www.prnewswire.com/news-releases/intec-announces-30-million-private-placement-ahead-of-decoy-merger-301340865.html
SOURCE Intec Pharma Ltd.