Current Report Filing (8-k)
December 01 2020 - 5:24PM
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): December 1, 2020
ORAMED
PHARMACEUTICALS INC.
|
(Exact
name of registrant as specified in its charter)
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DELAWARE
|
|
001-35813
|
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98-0376008
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(State
or Other Jurisdiction
|
|
(Commission
|
|
(IRS
Employer
|
of
Incorporation)
|
|
File
Number)
|
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Identification
No.)
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1185
Avenue of the Americas, Third Floor, 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:
☐ 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))
☐ 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
|
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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. ☐
Item
1.01. Entry into a Material Definitive Agreement.
On December 1, 2020,
Oramed Pharmaceuticals Inc. (the “Company”) entered into an equity distribution agreement (the “Equity Distribution
Agreement”) with Canaccord Genuity LLC, as agent (“Canaccord Genuity”), pursuant to which the Company may issue
and sell shares of its common stock having an aggregate offering price of up to $40 million from time to time through Canaccord
Genuity. The Equity Distribution Agreement will replace that certain Equity Distribution Agreement, dated as of September 5, 2019
(the “2019 Equity Distribution Agreement”), between the Company and Canaccord Genuity, as amended, once it has been
exhausted. From December 2, 2019 through December 1, 2020, the Company sold an aggregate of 2,212,621 shares of common stock pursuant
to the 2019 Equity Distribution Agreement for aggregate gross proceeds of $10,641,934, and as a result an aggregate of $4,358,066
remains available for sale under the 2019 Equity Distribution Agreement in addition to the $40,000,000 that the Company may offer
and sell under the Equity Distribution Agreement.
Any
sales of shares of common stock pursuant to the Equity Distribution Agreement will be made under the Company’s currently
effective shelf registration statement on Form S-3 (File No. 333-236194), the prospectus contained therein and the prospectus
supplement dated and filed on December 1, 2020. Canaccord Genuity may sell common stock (A) in privately negotiated transactions
with the Company’s consent; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at
the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales
made directly on The Nasdaq Capital Market or sales made into any other existing trading market for the Company’s common
stock. Subject to the terms and conditions of the Equity Distribution Agreement, Canaccord Genuity will use its commercially reasonable
efforts to sell the shares of the Company’s common stock from time to time, based upon the Company’s instructions
(including any price, time or size limits or other parameters or conditions that the Company may impose). The Company will pay
to Canaccord Genuity a cash commission of 3.0% of the gross proceeds from the sale of any shares of common stock by Canaccord
Genuity under the Equity Distribution Agreement. The Company will also reimburse Canaccord Genuity for certain specified expenses
in connection with entering into the Equity Distribution Agreement. The Company and Canaccord Genuity have also provided each
other with customary indemnification rights.
The
Company is not obligated to make any sales of common stock under the Equity Distribution Agreement and no assurance can be given
that the Company will sell any shares under the Equity Distribution Agreement, or, if it does, as to the price or amount of shares
that the Company will sell, or the dates on which any such sales will take place. The Equity Distribution Agreement may be terminated
by either party at any time upon five days’ notice to the other party, or by Canaccord Genuity at any time in certain circumstances.
The
foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the
full text of the Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these 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.
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Item
9.01.
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Financial
Statements and Exhibits.
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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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|
|
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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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December
1, 2020
2
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