S-8

As filed with the Securities and Exchange Commission on June 12, 2013

Registration No. 333-_____

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PROLOR BIOTECH, INC.
(Exact name of registrant as specified in its charter)

Nevada	20-0854033
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

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7 Golda Meir Street
Weizmann Science Park
Nes-Ziona, Israel, 74140

(Address of principal executive offices)

Modigene Inc. 2007 Equity Incentive Plan

(Full title of the plan)

Shai Novik

President

7 Golda Meir Street
Weizmann Science Park

Nes-Ziona, Israel, 74140

(866) 644-7811

(Telephone number, including area code, of agent for service)

Copies to:

Robert L. Grossman, Esq.

Greenberg Traurig, P.A.

333 S.E. 2^nd Avenue

Suite 4400

Miami, Florida 33131

(305) 579-0500

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	x
Non-accelerated filer	¨	(Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of securities to be registered	Amount to be registered(1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, par value $0.00001 per share to be issued under the Modigene Inc. 2007 Equity Incentive Plan	4,000,000	$5.92	$23,680,000	$3,229.95

(1) Pursuant to Rule 416(c) of the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall also cover any additional shares of common stock, $0.00001 par value per share (“Common Stock”), of PROLOR Biotech, Inc., a Nevada corporation (the “Registrant”), which become issuable under the Modigene Inc. 2007 Equity Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that results in an increase in the number of the Registrant’s outstanding shares of Common Stock.

(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) of the Securities Act based on the average of the average of the high and low price per share of Common Stock as reported by the NYSE MKT on June 6, 2013.

STATEMENT OF INCORPORATION BY REFERENCE

This Registration Statement on Form S-8 is being filed by PROLOR Biotech, Inc., a Nevada corporation (the “Company”), for the purpose of registering a total of 4,000,000 additional shares of its common stock, par value $0.00001 per share (“Common Stock”), issuable pursuant to the Modigene Inc. 2007 Equity Incentive Plan, for which previously filed Registration Statement on Form S-8 (File No. 333-163795) is effective (the “Prior Registration Statement”). Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement, as filed with the Securities and Exchange Commission (the “Commission”) on December 17, 2009, is incorporated herein by reference.

Part II

Item 3.Incorporation of Documents by Reference.

The following documents, which have been filed by the Company with the Commission are incorporated herein by reference:

(a) Annual Report on Form 10-K for the year ended December 31, 2012, filed with the Commission on March 15, 2013;

(b) Definitive Proxy Statement for the Company’s 2013 Annual Meeting of Stockholders, filed with the Commission on April 25, 2013;

(c) Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the Commission on May 10, 2013;

(d) Current Reports on Forms 8-K, filed with the Commission on February 8, 2013, April 24, 2013, April 29, 2013, June 4, 2013 and June 7, 2013 (not including any information furnished under Items 2.02, 7.01 or 9.01 of any such Form 8-K); and

(e) The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form 8-A (Commission File No. 001-34676) filed with the Commission on June 19, 2007 and any amendments to such Registration Statement filed subsequently thereto, including any amendment or report filed for the purpose of updating such description.

Additionally, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (not including any information furnished under Items 2.02, 7.01 or 9.01 of Form 8-K, which information is not incorporated by reference herein) prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part of this registration statement from the date of filing of such documents. Any statement contained in a document incorporated herein by reference will be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained herein, or in a subsequently filed document incorporated herein by reference, modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to constitute a part of this registration statement.

Item 8. Exhibits.

See “Exhibit Index” following the signature page to this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, 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 the City of Nes-Ziona, State of Israel, on June 10, 2013.

PROLOR BIOTECH, INC.
By:	/s/ Shai Novik
Name:	Shai Novik
Title:	President

POWER OF ATTORNEY

Each person whose signature appears below hereby appoints Abraham (Avri) Havron and Shai Novik his or her true and lawful attorney-in-fact with authority to execute in the name of each such person, and to file with the Securities and Exchange Commission, together with any exhibits thereto and other documents therewith, any and all amendments (including without limitation post-effective amendments) to this registration statement necessary or advisable to enable the registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, which amendments may make such other changes in the registration statement as the aforesaid attorney-in-fact executing the same deems appropriate. Pursuant to the requirements of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Abraham Havron
Abraham (Avri) Havron	Chief Executive Officer (Principal Executive Officer) and Director	June 10, 2013
/s/ Steve Schaeffer
Steve Schaeffer	Chief Financial Officer	June 10, 2013
	(Principal Financial and Accounting Officer)
/s/ Shai Novik
Shai Novik	President and Director	June 10, 2013
Fuad Fares	Director
Dr. Phillip Frost, M.D.	Director
/s/ Jane H. Hsiao, Ph.D MBA
Jane H. Hsiao, Ph.D. MBA	Director	June 10, 2013
/s/ Adam Stern
Adam Stern	Director	June 10, 2013
/s/ Marian Gorecki
Marian Gorecki	Director	June 10, 2013
/s/ Steven D. Rubin
Steven D. Rubin	Director	June 10, 2013

EXHIBIT INDEX

Exhibit No.	Description
4.1	Amended and Restated Articles of Incorporation of the Company, as amended, filed as Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, filed with the SEC on August 14, 2009 and incorporated by reference herein.
4.2	Amended and Restated Bylaws of the Company, filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on May 14, 2007 and incorporated by reference herein.
5.1	Opinion of Greenberg Traurig, LLP
23.1	Consent of Yarel + Partners CPA, Independent Registered Public Accounting Firm.
23.2	Consent of Greenberg Traurig, LLP (included in Exhibit 5.1 to this Registration Statement).
24.1	Power of Attorney (included on signature pages hereto).

EX-5.1

June 12, 2013

PROLOR Biotech, Inc.

7 Golda Meir Street

Weizmann Science Park

Nes-Ziona, Israel 74140

Re: Registration Statement on Form S-8 for the Modigene Inc. 2007 Equity Incentive Plan.

Ladies and Gentlemen,

On or about the date hereof, PROLOR Biotech, Inc., a Nevada corporation (f/k/a Modigene Inc., the “Company”), transmitted for filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the offering and sale by the Company of up to an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.00001 per share (“Common Stock”), under the Modigene Inc. 2007 Equity Incentive Plan (the “Plan”). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.

In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of: (i) the Articles of Incorporation and Bylaws of the Company, each as amended to the date hereof; (ii) records of corporate proceedings of the Company related to the Plan; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photocopies. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.

Based upon the foregoing examination and assuming that (i) the Company reserves for issuance an adequate number of authorized and unissued shares of Common Stock for issuance under the Plan and (ii) the consideration, if any, required to be paid in connection with the issuance and sale of shares of Common Stock under the Plan is actually received by the Company as provided in the Plan, we are of the opinion that the shares of Common Stock issued under the Plan will be duly authorized, validly issued, fully paid and nonassessable.

June 12, 2013

PROLOR Biotech, Inc.

Page 2 of 2

This opinion is rendered solely in connection with the transactions covered hereby. This opinion may not be relied upon by you for any other purpose, or furnished to, quoted to or relied upon by any other person, firm or corporation for any purpose, without our prior written consent.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder.

The opinions expressed herein are specifically limited to the laws of the State of Nevada and the federal laws of the United States of America and are as of the date hereof. We assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

Sincerely,

GREENBERG TRAURIG, LLP

/s/ Greenberg Traurig, LLP

EX-23.1

   

Consent of Independent Registered Public Accounting Firm

To the Board of Directors

Prolor Biotech Inc.

Gentlemen:

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Prolor Biotech Inc. (the “Company”) of our reports dated March 12, 2013 relating to the consolidated financial statements and to internal controls of the Company and its subsidiaries which appear in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2013.

/s/ Yarel + Partners

Yarel + Partners

Certified Public Accountants

Tel Aviv, Israel

June 10, 2013