Securities Registration: Employee Benefit Plan (s-8)
September 28 2016 - 8:49AM
Edgar (US Regulatory)
As filed with the Securities and
Exchange Commission on September 27, 2016
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER THE
SECURITIES
ACT OF 1933
ORAMED
PHARMACEUTICALS INC.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
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98-0376008
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(State
or Other Jurisdiction of
Incorporation
or Organization)
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(I.R.S.
Employer
Identification
No.)
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Hi-Tech
Park 2/4 Givat Ram, PO Box 39098, Jerusalem, Israel
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91390
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Oramed
Pharmaceuticals Inc. Second Amended and Restated 2008 Stock Incentive Plan
(Full
Title of the Plan)
Vcorp
Services, LLC
1811
Silverside Road
Wilmington,
Delaware 19810
(Name
and address of agent for service)
(800)
624-0909
(Telephone
number, including area code, of agent for service)
Copies
to:
Oded
Har-Even, Esq.
Howard
E. Berkenblit, Esq.
Zysman,
Aharoni, Gayer and
Sullivan
& Worcester LLP
1633
Broadway
New
York, NY 10019
Telephone:
(212) 660-3000
Facsimilie:
(212) 660-3001
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. (Check one):
Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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(Do
not check if a smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be Registered
(1)
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Proposed maximum offering price per share
(2)
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Proposed maximum aggregate offering price
(2)
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Amount of registration fee
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Common Stock, $0.012 par value per share
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1,000,000
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$
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7.615
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$
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7,615,000
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$
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766.84
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(1) Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “
Securities Act
”), the shares being registered
hereunder include such indeterminate number of shares of our common stock as may be issued from time to time with respect to the
shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.
(2) Estimated
solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act and based
upon the average of the high and low prices of the registrant’s common stock as reported on the Nasdaq Capital Market on
September 26, 2016.
The
prospectus meeting the requirements of Section 10(a) of the Securities Act, which is being provided to participants in the Oramed
Pharmaceuticals Inc. Second Amended and Restated 2008 Stock Incentive Plan (the “
Plan
”) in conjunction with
this registration statement also relates to the shares registered under the Registration Statements on Form S-8 dated December
22, 2009, July 29, 2013 and October 2, 2014 (File Nos. 333-163919, 333-190222 and 333-199120, respectively) of Oramed Pharmaceuticals
Inc. (the “
Prior Registration Statements
”).
Registration
of Additional Securities – Explanatory Note
We
are filing this registration statement to register an additional 1,000,000 shares of our common stock for issuance under the Plan.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference,
except for Item 3 and Item 8 of Part II of the Prior Registration Statements, which are being updated by this registration statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following additional documents, which have been filed by us with the Securities and Exchange Commission (the “
Commission
”),
are incorporated by reference in and made a part of this registration statement, as of their respective dates:
(a) Our
Annual Report on Form 10-K for the fiscal year ended August 31, 2015, filed with the Commission on November 25, 2015;
(b) Our
Quarterly Reports on Form 10-Q for the quarterly period ended November 30, 2015, filed with the Commission on January 13, 2016;
for the quarterly period ended February 29, 2016, filed with the Commission on April 6, 2016; and for the quarterly period ended
May 31, 2016, filed with the Commission on July 6, 2016;
(c) Our
Current Reports on Form 8-K filed with the Commission on September 3, 2015, October 15, 2015, October 26, 2015, November 30, 2015,
December 28, 2015, January 20, 2016, May 18, 2016, June 16, 2016, July 27, 2016, July 28, 2016 (Item 8.01 only), August 5, 2016
and August 31, 2016; and
(d) The
description of our common stock contained in our Form 8-A filed with the Commission on May 29, 2003, as updated by our Form
8-A filed with the Commission on February 7, 2013.
All
documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration
statement and to be part hereof from the date of filing of such documents.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed
document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item
8. Exhibits.
The
following exhibits are filed as part of this registration statement:
EXHIBIT
INDEX
EXHIBIT NO.
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DESCRIPTION
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5.1
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Opinion
of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP.*
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10.1
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Oramed
Pharmaceuticals Inc. Second Amended and Restated 2008 Stock Incentive Plan
(Incorporated
by reference to Appendix A of the registrant's Definitive Proxy Statement on Schedule
14A filed with the Commission on August 4, 2016).
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23.1
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Consent
of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP
(Contained in the opinion
of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP filed herewith as Exhibit
5.1).
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23.2
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Consent
of Kesselman & Kesselman, Independent Registered Public Accounting Firm.*
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24
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Powers
of Attorney
(Included in the signature page to this registration statement).
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*
filed herewith
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 Jerusalem, Israel, on September 27, 2016.
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ORAMED
PHARMACEUTICALS INC.
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By:
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/s/
Nadav Kidron
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Name:
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Nadav
Kidron
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Title:
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President
and Chief Executive Officer
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Each
person whose signature appears below authorizes each of Nadav Kidron and Yifat Zommer, or either of them acting individually,
as his or her true and lawful attorney-in-fact, each with full power of substitution, to sign the Registration Statement on Form
S-8 of Oramed Pharmaceuticals Inc., including any and all post-effective amendments, in the name and on behalf of each such person,
individually and in each capacity stated below, and to file the same, with exhibits thereto and other documents in connection
therewith with the Securities and Exchange Commission.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed below by the following
persons in the capacities and on the dates indicated.
Signature
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Title
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Date
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/s/
Nadav Kidron
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September
27, 2016
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Nadav
Kidron
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President,
Chief Executive Officer and Director
(Principal Executive Officer)
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/s/
Yifat Zommer
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September
27, 2016
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Yifat
Zommer
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Chief
Financial Officer, Treasurer and Secretary
(Principal Financial Officer and Principal Accounting Officer)
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/s/
Aviad Friedman
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September
27, 2016
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Aviad
Friedman
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Director
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/s/
Miriam Kidron
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September
27, 2016
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Miriam
Kidron
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Director
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/s/
Xiaopeng Li
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September
27, 2016
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Xiaopeng
Li
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Director
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/s/
Kevin Rakin
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September
27, 2016
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Kevin
Rakin
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Director
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/s/
Leonard Sank
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September
27, 2016
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Leonard
Sank
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Director
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David
Slager
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Director
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