Current Report Filing (8-k)
April 09 2020 - 4:43PM
Edgar (US Regulatory)
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):
April 9, 2020
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ORAMED
PHARMACEUTICALS INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35813
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98-0376008
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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1185 Avenue of the Americas, Suite 228, New York, New York
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10036
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading symbol
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Name of each exchange on which registered
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Common Stock, par value $0.012
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ORMP
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The Nasdaq Capital Market, Tel Aviv Stock
Exchange
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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. ☐
As
previously reported, on a Current Report on Form 8-K dated February 27, 2020, Oramed Pharmaceuticals Inc., a Delaware corporation,
or the Company, entered into an underwriting agreement dated February 27, 2020, or the Underwriting Agreement, with National Securities
Corporation., a wholly owned subsidiary of National Holdings
Corporation, or the Underwriter, in connection with a public offering, or the Offering, of 5,250,000 shares of the Company’s
common stock, par value $0.012 per share, or the Common Stock, at an offering price of $4.00 per share. Under the terms of the
Underwriting Agreement, the Company granted the Underwriter a 45-day option, or the Over-Allotment Option, to purchase from the
Company up to an additional 787,500 shares of Common Stock, or the Additional Shares, at the public offering price. In connection
with the Offering, the Company also agreed to issue to the Underwriter, or its designees, warrants, or the Underwriter’s
Warrants, to purchase up to an aggregate of 7% of the shares of Common Stock sold in the Offering (including any Additional Shares),
at an exercise price of $4.80 per share. The Underwriter’s Warrants to be issued in the Offering will be exercisable
at any time and from time to time, in whole or in part, commencing six months from issuance for a period of three years from the
date of issuance.
On
April 9, 2020, the Company issued 180,561 shares of Common Stock and 12,640 Underwriter’s Warrants pursuant to a partial
exercise by the Underwriter of the Over-Allotment Option, or the Partial Over-Allotment Option Exercise. The net proceeds
to the Company from the Offering, including from the Partial Over-Allotment Option Exercise, after deducting the underwriting discount
and the Company’s estimated Offering expenses, are expected to be approximately $20.2 million. The Company intends to use
the net proceeds of the Offering for its anticipated Phase 3 clinical trial in ORMD-0801 (Oral Insulin) and for other clinical
trials and research and development activities as well as for general corporate purposes.
The
Common Stock, the Underwriter’s Warrants and the shares of common stock issuable upon the exercise thereof were issued pursuant
to a prospectus supplement dated as of February 27, 2020, which was filed with the Securities and Exchange Commission, or the SEC,
in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. No. 333-236194), which
became effective on February 10, 2020, and the base prospectus dated as of February 10, 2020 contained in such registration statement.
This Current Report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the securities
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction.
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.
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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 CEO
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April 9, 2020
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