Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 30, 2021

ORAMED PHARMACEUTICALS INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-35813	98-0376008
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1185 Avenue of the Americas, Third Floor, New York, New York		10036
(Address of Principal Executive Offices)		(Zip Code)

844-967-2633

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, par value $0.012		ORMP		The Nasdaq Capital Market, Tel Aviv Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On August 30, 2021, Oramed Pharmaceuticals Inc. (the "Company") held its 2021 Annual Meeting of Stockholders (the "2021 Annual Meeting"). The final voting results at the 2021 Annual Meeting are set forth below.

Proposal No. 1 — Re-election of Directors.

The stockholders re-elected the following directors of the Company to hold office until the next annual meeting of stockholders and until their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows:

Director Name	For		Against		Abstain		Broker Non-Votes

Aviad Friedman		11,705,383		518,842		803,711		-

Dr. Miriam Kidron		11,453,419		776,749		797,768		-

Nadav Kidron		11,933,630		294,042		800,264		-

Dr. Arie Mayer		10,892,473		1,321,078		814,385		-

Kevin Rakin		10,155,935		2,056,527		815,474		-

Leonard Sank		11,834,896		367,860		825,180		-

Proposal No. 2 — Ratification of the Prior Approval of the 2019 Incentive Plan.

The stockholders ratified the prior approval of the Company’s 2019 Stock Incentive Plan. The votes were as follows:

For		Against		Abstain		Broker Non-Votes

	9,197,665		2,984,635		845,636		-

Proposal No. 3 — Ratification of the Prior Approval of the Amended and Restated 2019 Incentive Plan.

The stockholders ratified the prior approval of the Company’s Amended and Restated 2019 Stock Incentive Plan. The votes were as follows:

For		Against		Abstain		Broker Non-Votes

	9,183,977		2,978,838		865,121		-

Proposal No. 4 — Ratification of the Re-election of Aviad Friedman, Xiaoming Gao, Miriam Kidron, Nadav Kidron, Arie Mayer, Kevin Rakin and Leonard Sank as Directors of the Company.

The stockholders ratified the re-election of Aviad Friedman, Xiaoming Gao, Miriam Kidron, Nadav Kidron, Arie Mayer, Kevin Rakin and Leonard Sank as directors of the Company. The votes were as follows:

For		Against		Abstain		Broker Non-Votes

	11,517,909		687,325		822,702		-

Proposal No. 5 — Amendment to the Company’s Certificate of Incorporation to Effect a Staggered Board Structure.

The stockholders did not approve an amendment to the Company’s Certificate of Incorporation to effect a staggered board structure. The votes were as follows:

For		Against		Abstain		Broker Non-Votes

	8,157,257		4,085,313		785,366		-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.