CUSIP No. 68403P203
|
13D
|
Page 2 of 8 Pages
|
1
|
NAME OF REPORTING PERSON
Regals Capital Management LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,316,327
(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,316,327
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,316,327
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Includes 1,186,822 shares of common stock and 129,505
shares of common stock underlying currently exercisable warrants.
|
CUSIP No. 68403P203
|
13D
|
Page 3 of 8 Pages
|
1
|
NAME OF REPORTING PERSON
Regals Fund LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
WC
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
SOLE
VOTING POWER
0
|
8
|
SHARED
VOTING POWER
1,316,327
(1)
|
9
|
SOLE
DISPOSITIVE POWER
0
|
10
|
SHARED
DISPOSITIVE POWER
1,316,327
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,316,327
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE OF REPORTING PERSON
PN
|
(1)
|
Includes 1,186,822 shares of common stock and 129,505 shares of common stock underlying currently exercisable warrants.
|
CUSIP No. 68403P203
|
13D
|
Page 4 of 8 Pages
|
1
|
NAME OF REPORTING PERSON
David M. Slager
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
3
|
SEC USE ONLY
|
4
|
SOURCE OF FUNDS
N/A
|
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
|
Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
|
7
|
SOLE
VOTING POWER
5,697
|
8
|
SHARED
VOTING POWER
1,316,327
(1)
|
9
|
SOLE
DISPOSITIVE POWER
5,697
|
10
|
SHARED
DISPOSITIVE POWER
1,316,327
(1)
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,322,024
(2)
|
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%
|
14
|
TYPE OF REPORTING PERSON
I
N
|
(1)
|
Includes 1,186,822
shares of common stock and 129,505 shares of common stock underlying currently exercisable warrants.
|
(2)
|
Includes 1,186,822
shares of common stock, 129,505 shares of common stock underlying currently exercisable warrants and 5,697 shares of common
stock issuable upon the exercise of outstanding stock options.
|
CUSIP No. 68403P203
|
13D
|
Page 5 of 8 Pages
|
Item
1.
|
Security
and Issuer.
|
The
class of equity securities to which this Schedule 13D relates is the common stock, $0.012 par value per share (the “Common
Stock”), of Oramed Pharmaceuticals Inc., a Delaware corporation (the “Issuer”). The Issuer’s principal
executive offices are located at Hi-Tech Park 2/4, Givat Ram, Jerusalem, 91390 Israel.
Item
2.
|
IdentiTy
and Background.
|
This
Schedule 13D is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
(1) Regals
Capital Management LP (“Regals Management”) is a Delaware limited partnership with principal business offices at 152
West 57
th
Street, 9
th
Floor, New York, New York 10019. Regals Management serves as investment manager to
Regals Fund LP (“Regals Fund”). Regals Management’s principal business is provision of investment advisory services
to Regals Fund .
During
the last five years, Regals Management has not been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors), and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such
that, as a result of such proceeding, it is or has been subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(2) Regals
Fund is a Delaware limited partnership with principal business offices at 152 West 57
th
Street, 9
th
Floor,
New York, New York 10019. Regals Fund’s principal business is fund management.
During
the last five years, Regals Fund has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors),
and has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as a
result of such proceeding, it is or has been subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(3) David
M. Slager (“Mr. Slager”) is a citizen of the Netherlands with a business address at 152 West 57
th
Street,
9
th
Floor, New York, New York 10019. Mr. Slager serves as a member of the Board of Directors of the Issuer and is the
founder and Chairman of Regals Management and the Portfolio Manager of Regals Fund.
During
the last five years, Mr. Slager has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors),
and he has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction such that, as
a result of such proceeding, he is or has been subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
Item
3.
|
Source
and Amount of Funds or Other Consideration.
|
Regals
Fund acquired the securities reported from its working capital.
Also
see Item 6 below.
CUSIP No. 68403P203
|
13D
|
Page 6 of 8 Pages
|
Item
4.
|
Purpose
of Transaction.
|
The
Reporting Persons acquired the Common Stock for investment purposes. In addition, Mr. Slager acquired a portion of the Common
Stock pursuant to a grant of options for Mr. Slager’s service as a member of the Board of Directors of the Issuer.
The
Reporting Persons may, from time to time, engage in discussions with the Issuer, its Board of Directors and officers, other shareholders
and other persons on matters that relate to the management, operations, business, assets, capitalization, financial condition,
strategic plans, governance and the future of the Issuer. The Reporting Persons may make purchases of Common Stock of the Issuer
from time to time, in the open market or in private transactions, depending upon various factors, including without limitation,
the Issuer’s business, prospects and financial condition, the market for such shares, actions taken by the Issuer’s
Board of Directors, general economic and stock market conditions, proposals from time to time sought by or presented to them and
other factors. The Reporting Persons intend to closely monitor their investments and may from time to time take advantage of opportunities
presented to him. The Reporting Persons may in the future formulate plans or proposals regarding the Issuer, including possible
future plans or proposals concerning events or transactions of the kind described in Item 4(a) through (j) of Schedule 13D.
The
Reporting Persons have no current plans or proposals which relate to or would result in any of the actions described in subsections
(a) through (j) of Item 4 of Schedule 13D, although each of the Reporting Persons reserves the right to formulate such plans or
proposals in the future. Mr. Slager is eligible to receive awards pursuant to the Issuer’s equity compensation plans, in
his capacity as a member of the Board of Directors of the Issuer.
Item
5.
|
Interest
in Securities of the Issuer.
|
(a)
|
Amount
beneficially owned and percentage of class:
|
Regals
Management and Regals Fund may be deemed to beneficially own 1,316,327 shares of Common Stock of the Issuer, which constitute
9.9% of the outstanding shares of Common Stock of the Issuer, based upon 13,283,352 shares of Common Stock issued and outstanding
as of January 10, 2017, as reported in Issuer’s Form 10-Q filed on January 11, 2017. Such shares of Common Stock include
129,505 currently exercisable warrants.
Mr.
Slager may be deemed to beneficially own 1,322,024 shares of Common Stock of the Issuer, which constitute 9.9% of the outstanding
shares of Common Stock of the Issuer, based upon 13,283,352 shares of Common Stock issued and outstanding as of January 10, 2017,
as reported in Issuer’s Form 10-Q filed on January 11, 2017. Such shares of Common Stock include 129,505 currently exercisable
warrants and 5,697 shares of Common Stock issuable upon the exercise of outstanding stock options.
(b)
|
Number
of Shares as to which such person has:
|
|
(i)
|
Sole
power to vote or to direct the vote:
|
|
Regals
Management:
|
0
|
|
|
|
|
Regals
Fund:
|
0
|
|
|
|
|
Mr.
Slager:
|
5,697
|
|
(ii)
|
Shared
power to vote or to direct the vote:
|
|
Regals
Management:
|
1,316,327
|
|
|
|
|
Regals
Fund:
|
1,316,327
|
|
|
|
|
Mr.
Slager:
|
1,316,327
|
CUSIP No. 68403P203
|
13D
|
Page 7 of 8 Pages
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of:
|
|
Regals
Management:
|
0
|
|
|
|
|
Regals
Fund:
|
0
|
|
|
|
|
Mr.
Slager:
|
5,697
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of:
|
|
Regals
Management:
|
1,316,327
|
|
|
|
|
Regals
Fund:
|
1,316,327
|
|
|
|
|
Mr.
Slager:
|
1,316,327
|
(c)
|
On
February 9, 2017, the Issuer granted Mr. Slager 5,697 shares of Common Stock issuable upon the exercise of outstanding stock
options, at an exercise price of $6.37, in accordance with the written consent of the Compensation Committee of the Board
of Director’s of the Issuer and the terms of the Stock Option Award Agreement between Mr. Slager and the Issuer. No
other transactions have been effected by the Reporting Persons in the Issuer’s securities in the past 60 days.
|
(d)
|
No
other person is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities covered by this Schedule 13D.
|
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
In
connection with the Issuer’s private placement of its Common Stock in 2013, the Issuer entered into a letter agreement with
Mr. Slager pursuant to which the Issuer agreed not to issue stock options with an exercise price below $6.00 per share and not
to grant more than 125,000 stock options in any calendar year without the consent of certain stockholders.
Mr.
Slager became a director of the Issuer in August 2016. In connection with such appointment, the Issuer entered into an indemnification
agreement with Mr. Slager in which it agreed to indemnify Mr. Slager for any liability he may incur by reason of the fact that
he serves as a director, to the maximum extent permitted by law.
Item
7.
|
Material
to be Filed as Exhibits.
|
99.1
|
|
Letter
Agreement, dated as of February 5, 2013, between Oramed Pharmaceuticals Inc. and David M. Slager. (Incorporated by reference
to Oramed Pharmaceutical Inc.’s Annual Report on Form 10-K for the fiscal year ended August 31, 2016.)
|
|
|
|
99.2
|
|
Agreement
of Joint Filing, dated as of February 14, 2017, by and among Regals Capital Management LP, Regals Fund LP, and David
M. Slager. (Filed herewith.)
|
CUSIP No. 68403P203
|
13D
|
Page 8 of 8 Pages
|
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
Dated:
February 14, 2017
|
|
|
|
Regals
Capital Management LP
|
|
By:
Regals Capital Holdings LLC, its general partner
|
|
|
|
|
By:
|
/s/
David M. Slager
|
|
Name:
|
David
M. Slager
|
|
Title:
|
Managing
Member
|
|
|
|
|
Regals
Fund LP
|
|
By:
Regals Fund GP LLC, its general partner
|
|
|
|
|
By:
|
/s/
David M. Slager
|
|
Name:
|
David
M. Slager
|
|
Title:
|
Managing
Member
|
|
|
|
|
David
M. Slager
|
|
|
|
|
By:
|
/s/
David M. Slager
|
Attention.
Intentional misstatements or omissions of fact constitute Federal criminal violations (s
ee
18 U.S.C.
1001).