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, 2017
| 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.) |
Hi-Tech
Park 2/4 Givat Ram, PO Box 39098, |
91390 | |
| (Address of Principal Executive Offices) | (Zip Code) |
+972-2-566-0001
(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))
Indicate by check mark whether the registrant is an emerging growth company as defined in 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, 2017, Oramed Pharmaceuticals Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders. The final voting results are set forth below.
Stockholders voted on the following proposals:
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 | ||||||||||||
| Miriam Kidron | 4,501,507 | 165,409 | 21,183 | 3,856,779 | ||||||||||||
| Nadav Kidron | 4,558,261 | 108,655 | 21,183 | 3,856,779 | ||||||||||||
| Aviad Friedman | 4,638,735 | 30,399 | 18,965 | 3,856,779 | ||||||||||||
| Xiaopeng Li | 4,493,283 | 164,653 | 30,163 | 3,856,779 | ||||||||||||
| Kevin Rakin | 4,639,275 | 20,413 | 28,411 | 3,856,779 | ||||||||||||
| Leonard Sank | 4,635,371 | 24,863 | 27,865 | 3,856,779 | ||||||||||||
| David Slager | 4,639,890 | 19,763 | 28,446 | 3,856,779 | ||||||||||||
Proposal No. 2 — Ratification of the Amendment to the Company’s Certificate of Incorporation.
The stockholders ratified the amendment to the Company’s Certificate of Incorporation filed on July 25, 2014 to increase the Company’s authorized common stock from 16,666,667 to 30,000,000 shares. The votes were as follows:
| For | Against | Abstain | Broker
Non-Votes | |||
| 7,895,809 | 563,265 | 85,804 | N/A |
Proposal No. 3 — Ratification of Auditors.
The stockholders ratified the appointment of Kesselman & Kesselman, certified public accountants in Israel, a member of PricewaterhouseCoopers International Limited, as the independent registered public accounting firm of the Company for the fiscal year ending August 31, 2017. The votes were as follows:
| For | Against | Abstain | Broker
Non-Votes | |||
| 8,408,650 | 100,264 | 35,964 | N/A |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Certificate of Correction, dated August 30, 2017. |
| 2 |
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.
| ORAMED PHARMACEUTICALS INC. | ||
| By: | /s/ Nadav Kidron | |
| Name: | Nadav Kidron | |
| Title: | President and CEO | |
September 5, 2017
3
Exhibit 3.1
CERTIFICATE OF CORRECTION
TO
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION
OF
ORAMED PHARMACEUTICALS INC.
Pursuant to Section 103(f) of the
General Corporation Law of the State of Delaware
Oramed Pharmaceuticals Inc., a corporation incorporated and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”)
DOES HEREBY CERTIFY:
| 1. | The name of the corporation is Oramed Pharmaceuticals Inc. |
| 2. | That a Certificate of Amendment to the Certificate of Incorporation of the Corporation (the “Certificate of Amendment”) was filed with the Secretary of State of Delaware on July 25, 2014. The Certificate of Amendment requires correction as permitted by subsection (f) of Section 103 of the DGCL. |
| 3. | The inaccuracy or defect of the Certificate of Amendment is that the Certificate of Amendment was not duly adopted by a majority of the stockholders of the Corporation in accordance with the applicable provisions of Section 242 of the DGCL. |
| 4. | Article SECOND of the Certificate of Amendment is corrected to read as follows: |
“SECOND: This foregoing amendment to the Certificate of Incorporation of the Corporation was duly adopted by vote of the directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 141, 222 and 242 of the DGCL.”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Correction to be executed this 30th day of August, 2017.
| ORAMED PHARMACEUTICALS INC. | ||
| By: | /s/ Nadav Kidron | |
| Name: | Nadav Kidron | |
| Title: | Chief Executive Officer | |