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

On February 4, 2013, the Compensation Committee of the Board of Directors (the "Committee") of PROLOR Biotech, Inc., a Nevada corporation (the "Company") awarded 100,000 shares of restricted common stock, par value $0.00001 per share, of the Company ("Common Stock") to each of Dr. Abraham Havron, the Company's Chief Executive Officer, and Mr. Shai Novik, the Company's President, and 50,000 shares of restricted Common Stock to Dr. Eyal Fima, Chief Operating Officer of the Company's wholly owned subsidiary, Prolor Biotech, Ltd. In addition, the Committee awarded options to purchase 400,000 shares of Common Stock to each of Dr. Havron and Mr. Novik and options to purchase 200,000 shares of Common Stock to Dr. Fima. All of the foregoing awards were made under the Company's 2007 Equity Incentive Plan, which the Committee amended on February 4, 2013 to increase the number of shares of Common Stock available for awards thereunder from 6,000,000 to 10,000,000 (the "Plan Amendment"). The Plan Amendment will become effective only upon approval thereof by the Company's stockholders at the Company's 2013 Annual Meeting. Of the foregoing awards, options to purchase 80,000 shares of Common Stock, in the case of each of Dr. Havron and Mr. Novik, and options to purchase 66,000 shares of Common Stock, in the case of Dr. Fima, were granted subject to approval of the Plan Amendment by the Company's stockholders. All Common Stock and option awards described in this Current Report on Form 8-K vest in twelve equal monthly installments, commencing on March 4, 2013.