Amended Statement of Ownership (sc 13g/a)
February 09 2021 - 3:53PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE 13G/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
ORAMED PHARMACEUTICALS INC.
(Name of Issuer)
Common
Stock, par value $0.012 per share
(Title of
Class of Securities)
68403P203
(CUSIP Number)
December
31, 2020
(Date of
Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 68403P203
|
13G/A
|
Page 2 of 10 Pages
|
1.
|
Names of Reporting Persons
Regals Capital Management LP
|
2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,344,123
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,344,123
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,123
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.04%
|
12.
|
Type of Reporting Person (See Instructions)
IN
|
CUSIP No. 68403P203
|
13G/A
|
Page 3 of 10 Pages
|
1.
|
Names of Reporting Persons
Regals Fund LP
|
2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,344,123
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,344,123
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,123
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.04%
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 68403P203
|
13G/A
|
Page 4 of 10 Pages
|
1.
|
Names of Reporting Persons
David M. Slager
|
2.
|
Check the Appropriate Box if a Member of a Group
(See Instructions)
|
(a) ☐
(b) ☐
|
3.
|
SEC Use Only
|
4.
|
Citizenship or Place of Organization
Netherlands
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
5.
|
Sole Voting Power
0
|
6.
|
Shared Voting Power
1,344,123
|
7.
|
Sole Dispositive Power
0
|
8.
|
Shared Dispositive Power
1,344,123
|
9.
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,344,123
|
10.
|
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
|
¨
|
11.
|
Percent of Class Represented by Amount in Row (9)
5.04%
|
12.
|
Type of Reporting Person (See Instructions)
PN
|
CUSIP No. 68403P203
|
13G/A
|
Page 5 of 10 Pages
|
This Amendment No.
1 is filed with respect to shares of Common Stock (as defined below) of Oramed Pharmaceuticals, Inc. beneficially owned by the
Reporting Persons (as defined below) as of December 31, 2020, and amends and reinstates the Schedule 13G filed by the Reporting
Persons on February 11, 2020.
|
Item 1(a).
|
Name of Issuer
|
Oramed Pharmaceuticals Inc.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices
|
1185 Avenue of the Americas,
Suite 228, New York, NY 10036.
|
Item 2(a).
|
Name of Person Filing
|
This Schedule is filed on
behalf of each of the following Reporting Persons:
(1) Regals Capital Management LP (“Regals
Management”)
(2) Regals Fund LP (“Regals Fund”)
(3) David M. Slager (“Mr. Slager”)
|
Item 2(b).
|
Address of Principal Business Offices or, if None, Residence
|
The address of each Reporting
Person is:
c/o Regals Capital Management
LP
152 West 57th Street, 9th Floor
New York, NY 10019
Each of Regals Management and Regals Fund
is a Delaware limited partnership.
Mr. Slager is a citizen of The Netherlands.
|
Item 2(d).
|
Title of Class of Securities
|
Common Stock.
|
Item 3.
|
If the statement is being filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person
is a:
|
Not Applicable
CUSIP No. 68403P203
|
13G/A
|
Page 6 of 10 Pages
|
(a) Amount
beneficially owned:
Each Reporting Person may be deemed to
beneficially own 1,344,123 shares of Common Stock of the Issuer, including 20,000 shares underlying currently exercisable shares.
Regals Management is the investment manager of Regals Fund, the owner of record of the Common Stock reported in this Schedule.
Mr. Slager is the managing member of the general partner of Regals Management. All investment decisions are made by Mr. Slager,
and thus the power to vote or direct the votes of these shares of Common Stock, as well as the power to dispose or direct the disposition
of such shares of common stock is held by Slager through Regals Management.
(b) Percent
of class:
Each Reporting Person may be deemed to
beneficially own 5.04% of the outstanding shares of Common Stock of the Issuer based upon 26,661,004 shares of Common Stock issued
and outstanding as of January 14, 2021, as reported in Issuer’s Quarterly Report form 10-Q, filed with the Securities and
Exchange Commission on January 14, 2021.
(c) Number
of shares as to which the person has:
(i)
Sole power to vote or to direct the vote:
Regals Management:
|
|
|
0
|
|
Regals Fund:
|
|
|
0
|
|
Mr. Slager:
|
|
|
0
|
|
(ii)
Shared power to vote or to direct the vote:
Regals Management:
|
|
|
1,344,123
|
|
Regals Fund:
|
|
|
1,344,123
|
|
Mr. Slager:
|
|
|
1,344,123
|
|
(iii)
Sole power to dispose or to direct the disposition of:
Regals Management:
|
|
|
0
|
|
Regals Fund:
|
|
|
0
|
|
Mr. Slager:
|
|
|
0
|
|
(iv)
Shared power to dispose or to direct the disposition of:
Regals Management:
|
|
|
1,344,123
|
|
Regals Fund:
|
|
|
1,344,123
|
|
Mr. Slager:
|
|
|
1,344,123
|
|
Reference
is made to Item 4(a) above as to the Issuer’s Common Stock that may be deemed to be beneficially owned by the Reporting Persons.
|
Item 5.
|
Ownership of Five Percent or Less of a Class
|
Not Applicable
|
Item 6.
|
Ownership of More Than Five Percent on Behalf of Another
Person
|
Not Applicable
CUSIP No. 68403P203
|
13G/A
|
Page 7 of 10 Pages
|
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported
on By the Parent Holding Company or Control Person
|
Not Applicable
|
Item 8.
|
Identification and Classification of Members of the Group
|
Not Applicable
|
Item 9.
|
Notice of Dissolution of Group
|
Not Applicable
By signing below each
Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and
are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. 68403P203
|
13G/A
|
Page 8 of 10 Pages
|
SIGNATURE
After reasonable inquiry and to the best
of its knowledge and belief, each Reporting Person certifies that the information set forth in this statement is true, complete
and correct.
Dated: February
9, 2021
|
Regals Capital
Management LP
|
|
By: Regals Capital Holdings
LLC, its general partner
|
|
|
|
/s/ David
M. Slager
|
|
Name: David M. Slager
|
|
Title: Managing Member
|
|
|
Dated: February
9, 2021
|
Regals Fund LP
|
|
By: Regals Fund GP LLC,
its general partner
|
|
|
|
/s/ David
M. Slager
|
|
Name: David M. Slager
|
|
Title: Managing Member
|
|
|
Dated: February
9, 2021
|
David M. Slager
|
|
|
|
/s/ David
M. Slager
|
|
Name: David M. Slager
|
Attention. Intentional misstatements or omissions of
fact constitute Federal criminal violations (see 18 U.S.C. 1001).
CUSIP No. 68403P203
|
13G/A
|
Page 9 of 10 Pages
|
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