UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2013

PROLOR BIOTECH, INC.

(Exact Name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code (866) 644-7811

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

As disclosed under Item 5.07 of this Current Report on Form 8-K, at the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of PROLOR Biotech, Inc., a Nevada corporation (the “Company”), held on June 4, 2013, the Company’s stockholders approved an amendment to the Modigene Inc. 2007 Equity Incentive Plan (the “2007 Plan Amendment”). The 2007 Plan Amendment is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”), filed with the Securities and Exchange Commission on April 25, 2013, under the caption “Proposal 2: Amendment to the 2007 Equity Incentive Plan”, which description is incorporated by reference in this Item 5.02. The description of the 2007 Plan Amendment is qualified in its entirety by reference to the complete text of the 2007 Plan Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which was also contained in Annex A to the Proxy Statement.

The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting held on June 4, 2013 are as follows:

Proposal 1: Election of the directors named below, each of whom will serve until the 2014 Annual Meeting of Stockholders.

Proposal 2: Approval of the 2007 Plan Amendment.

Proposal 3: Ratification of the appointment of Yarel + Partners CPA as the Company’s independent registered public accounting firm for the 2013 fiscal year.

ITEM 9.01    Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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