Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1, 2012, the Board of Directors (the "Board") of PROLOR Biotech, Inc., a Nevada corporation (the "Company"), appointed Adam K. Stern as a director to fill a vacancy on the Board. The Board has determined that Mr. Stern is independent under the rules of the NYSE MKT. Mr. Stern previously served as a director of the Company from May 2007 until June 2011, and he is currently the head of Private Equity Banking at Aegis Capital and CEO of SternAegis Ventures.

There are no arrangements or understandings between Mr. Stern and any other person pursuant to which Mr. Stern was appointed as a director of the Company.

Since the beginning of the Company's last fiscal year, the Company has not engaged in any transactions, and there are no proposed transactions, or series of similar transactions, in which Mr. Stern was or is to be a participant and in which any related person had a direct or indirect material interest in which the amount involved exceeds or exceeded $120,000.