0001213900-22-016230 | 10-QT | XBRL Viewer | Oramed Pharmaceuticals INC

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	4 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (12,255)	$ (7,324)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation	18	7
Exchange differences and interest on deposits and held to maturity bonds	(34)	(13)
Changes in fair value of investments	72	(123)
Stock-based compensation	1,776	413
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(460)	(448)
Accounts payable, accrued expenses and related parties	689	150
Deferred revenues	(904)	(904)
Liability for employee rights upon retirement	1	2
Other liabilities	(25)	(23)
Total net cash used in operating activities	(11,122)	(8,263)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in short-term deposits	(100,000)	(12,460)
Purchase of held to maturity securities		(678)
Purchase of corporate bonds designated as fair value		(1,091)
Proceeds from sale of short-term deposits		8,960
Proceeds from maturity of held to maturity securities	761	2,410
Proceeds from sale of mutual funds		775
Funds in respect of employee rights upon retirement		(1)
Purchase of property and equipment	(9)	(320)
Total net cash provided by (used in) investing activities	(99,248)	(2,405)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of issuance costs	59,933	13,001
Proceeds from exercise of options	639
Total net cash provided by financing activities	60,572	13,001
EFFECT OF EXCHANGE RATE CHANGES ON CASH	9	1
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(49,789)	2,334
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	77,245	19,296
CASH AND CASH EQUIVALENTS AT END OF PERIOD	27,456	21,630
(A) SUPPLEMENTARY DISCLOSURE ON CASH FLOWS -
Interest received	128	152
(B) SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Recognition of operating lease right of use assets and liabilities		$ 582

Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands	Common Stock	Additional paid-in capital	Accumulated deficit	Total stockholders’ equity	Non- controlling interests	Total
BALANCE at Aug. 31, 2020	$ 284	$ 125,209	$ (92,614)			$ 32,879
BALANCE (in Shares) at Aug. 31, 2020	23,675
ISSUANCE OF COMMON STOCK, NET	$ 36	12,965				13,001
ISSUANCE OF COMMON STOCK, NET (in Shares)	2,985
STOCK-BASED COMPENSATION		413				413
NET LOSS			(7,324)			(7,324)
BALANCE at Dec. 31, 2020	$ 320	138,587	(99,938)			38,969
BALANCE (in Shares) at Dec. 31, 2020	26,660
BALANCE at Aug. 31, 2021	$ 424	230,201	(114,852)	$ 115,773	$ 744	116,517
BALANCE (in Shares) at Aug. 31, 2021	35,293
ISSUANCE OF COMMON STOCK, NET	$ 32	59,901		59,933		59,933
ISSUANCE OF COMMON STOCK, NET (in Shares)	2,631
EXERCISE OF WARRANTS AND OPTIONS	$ 1	638		639		639
EXERCISE OF WARRANTS AND OPTIONS (in Shares)	92
STOCK-BASED COMPENSATION	$ 2	1,774		1,776		1,776
STOCK-BASED COMPENSATION (in Shares)	142
NET LOSS			(11,668)	(11,668)	(587)	(12,255)
BALANCE at Dec. 31, 2021	$ 459	$ 292,514	$ (126,520)	$ 166,453	$ 157	$ 166,610
BALANCE (in Shares) at Dec. 31, 2021	38,158

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- Definition

Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.

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+ Details

Leases (Details) - Schedule of operating right-of-use assets and operating lease liabilities - USD ($) $ in Thousands	Dec. 31, 2021	Aug. 31, 2021
Schedule of operating right-of-use assets and operating lease liabilities [Abstract]
Operating right-of-use assets	$ 500	$ 533
Operating lease liabilities, current	130	130
Operating lease liabilities long-term	370	403
Total operating lease liabilities	$ 500	$ 533

Subsequent Events (Details) - Subsequent Event [Member] $ / shares in Units, $ in Thousands	Jan. 03, 2022 USD ($) $ / shares shares
Subsequent Events (Details) [Line Items]
Aggregate shares of common stock	150,000
Market share price (in Dollars per share) \| $ / shares	$ 13.89
RSUs on the date of grant (in Dollars) \| $	$ 2,882
Aggregate shares of common stock, description	the Company granted options to purchase an aggregate of 321,500 shares of common stock of the Company to the Company's employees and board members at an exercise price of $13.89 per share (equivalent to the closing price of the Company’s common stock on the date of grant) as follows: 107,000 to the President and Chief Executive Officer; 72,000 to the Chief Scientific Officer; 36,000 to the Chief Operating Officer, 32,000 to the Chief Financial Officer and Treasurer and 32,000 to the Chief Commercial Officer, an aggregate of 40,000 to four board members and 2,500 to an employee. The options will vest in four equal annual instalments on each of January 1, 2023, 2024, 2025 and 2026. These options expire on January 3, 2032. The fair value of all these options on the date of grant was $2,627, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $13.89; dividend yield of 0% for all years; expected volatility of 62.94%; risk-free interest rates of 1.46%; and expected term of 6.25 years. d.On January 3, 2022, the Company granted options to purchase an aggregate of 30,000 shares of common stock of the Company to the Company's Chief Legal Officer and Secretary (effective as of the time his employment with the Company commenced on January 9, 2022), at an exercise price of $12.03 per share (equivalent to the closing price of the Company’s common stock on January 10, 2022 which represents the first trading date after his employment with the Company commenced). The options will vest in four equal annual instalments on each of January 1, 2023, 2024, 2025 and 2026. These options expire on January 3, 2032.
Nasdaq Capital Market [Member]
Subsequent Events (Details) [Line Items]
Fair value of date of grant (in Dollars) \| $	$ 2,084
Market share price (in Dollars per share) \| $ / shares	$ 13.89
Employees and Board Members [Member]
Subsequent Events (Details) [Line Items]
Aggregate of restricted stock units	207,500
Chief Executive Officer [Member]
Subsequent Events (Details) [Line Items]
Aggregate of restricted stock units	63,000
Chief Scientific Officer [Member]
Subsequent Events (Details) [Line Items]
Aggregate of restricted stock units	42,000
Chief Operating Officer [Member]
Subsequent Events (Details) [Line Items]
Aggregate of restricted stock units	21,000
Chief Financial Officer [Member]
Subsequent Events (Details) [Line Items]
Aggregate of restricted stock units	19,000
Chief Commercial Officer [Member]
Subsequent Events (Details) [Line Items]
Aggregate of restricted stock units	19,000
Chief Legal Officer [Member]
Subsequent Events (Details) [Line Items]
Aggregate of restricted stock units	18,000
Aggregate shares of common stock, description	the Company granted options to purchase an aggregate of 30,000 shares of common stock of the Company to the Company's Chief Legal Officer and Secretary (effective as of the time his employment with the Company commenced on January 9, 2022), at an exercise price of $12.03 per share (equivalent to the closing price of the Company’s common stock on January 10, 2022 which represents the first trading date after his employment with the Company commenced). The options will vest in four equal annual instalments on each of January 1, 2023, 2024, 2025 and 2026. These options expire on January 3, 2032. The fair value of all these options on the date of grant was $214, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $12.03; dividend yield of 0% for all years; expected volatility of 63.19%; risk-free interest rates of 1.62%; and expected term of 6.25 years.
Board Members [Member]
Subsequent Events (Details) [Line Items]
Aggregate of restricted stock units	24,000
Employee [Member]
Subsequent Events (Details) [Line Items]
Aggregate of restricted stock units	1,500

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands			4 Months Ended
	Nov. 03, 2021	Sep. 02, 2021	Mar. 30, 2022	Dec. 31, 2021
Stockholders' Equity (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Plan Modification, Description and Terms	the Company entered into a securities purchase agreement with several institutional and accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell, in a registered direct offering (the “Offering”), an aggregate of 2,000,000 shares of the Company’s common stock to the Purchasers for an offering price of $25.00 per share. The closing of the sale of the shares occurred on November 5, 2021. The net proceeds to the Company from the Offering, after deducting the placement agent’s fees and expenses and the Company’s Offering expenses, were approximately $46,375.
Shares issued		33,333
Percentage of common stock		25.00%
Total value of restricted stock unit (in Dollars)				$ 662
Sale Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate offering price (in Dollars)		$ 100,000
Agent commission rate		3.00%
Shares, issued				565,120
Aggregate net proceeds (in Dollars)				$ 12,298
New Sales Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate offering price (in Dollars)		$ 574
New Equity Distribution Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Shares, issued				16,667
Employees and Board Members [Member]
Stockholders' Equity (Details) [Line Items]
Aggregate of shares of common stock		50,000,000
Exercise price (in Dollars per share)		$ 20.19
Shares of options, description				The options shall vest in four equal installments of 12,500 options on each of June 27, 2022, June 27, 2023, June 27, 2024 and June 27, 2025.
Stock price (in Dollars per share)		$ 20.19
Expected dividend yield		0.00%
Expected volatility		61.62%
Risk-free interest rate		0.93%
Expected term		6 years 1 month 28 days
Granted shares		50,000
Forecast [Member] \| Sale Agreement [Member]
Stockholders' Equity (Details) [Line Items]
Shares, issued			841,638
Aggregate net proceeds (in Dollars)			$ 15,275

Fair Value

4 Months Ended

Dec. 31, 2021

Fair Value Disclosures [Abstract]

FAIR VALUE

NOTE 3 - FAIR VALUE:

The Company measures fair value and discloses fair value measurements for financial assets. Fair value is based on the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:

Level 1:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:

Observable prices that are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3:

Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

As of December 31, 2021, the assets measured at fair value are comprised of equity securities (Level 1). The fair value of held to maturity bonds as presented in note 4 was based on a Level 2 measurement.

As of December 31, 2021, the carrying amounts of cash equivalents, short-term deposits and accounts payable approximate their fair values due to the short-term maturities of these instruments.

As of December 31, 2021, the carrying amounts of long-term deposits approximate their fair values due to the stated interest rates which approximate market rates.

The amounts funded in respect of employee rights are stated at cash surrender value which approximates its fair value.

There were no Level 3 items for the periods between September 1 through December 31, 2021 or September 1 through December 31, 2020.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	4 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Statement of Comprehensive Income [Abstract]
REVENUES	$ 904	$ 904
RESEARCH AND DEVELOPMENT EXPENSES	9,037	6,889
SALES AND MARKETING EXPENSES	898
GENERAL AND ADMINISTRATIVE EXPENSES	3,295	1,576
OPERATING LOSS	12,326	7,561
FINANCIAL INCOME	(158)	(260)
FINANCIAL EXPENSES	87	23
NET LOSS FOR THE PERIOD	12,255	7,324
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	587
NET LOSS ATTRIBUTABLE TO STOCKHOLDERS	$ 11,668	$ 7,324
LOSS PER SHARE
BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK (in Dollars per share)	$ 0.31	$ 0.3
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK (in Shares)	37,113,137	24,394,010

Leases (Details) - Schedule of minimum lease payments for the company’s right-of-use assets - USD ($)
$ in Thousands

Dec. 31, 2021

Aug. 31, 2021

Schedule of minimum lease payments for the company’s right-of-use assets [Abstract]

2022

$ 155

$ 156

2023

140

138

2024

140

136

2025

136

Total undiscounted lease payments

528

565

Less: Interest

^[1]

(28)

(32)

Present value of lease liabilities

$ 500

$ 533

[1]	Future lease payments were discounted by 3% interest rate.

Marketable Securities (Details) - Schedule of amortized cost and estimated fair value of held-to-maturity securities - USD ($) $ in Thousands	4 Months Ended
	Dec. 31, 2021	Aug. 31, 2021
Short-term:
Amortized cost	$ 10,422	$ 11,271
Gross unrealized gains (losses)	(144)	512
Estimated fair value	10,278	11,783
Commercial Bonds [Member]
Short-term:
Amortized cost	6,432	4,463
Gross unrealized gains (losses)	(115)	(98)
Estimated fair value	$ 6,317	$ 4,365
Average yield to maturity rate	1.37%	1.73%
Accrued Interest [Member]
Short-term:
Amortized cost	$ 115	$ 116
Gross unrealized gains (losses)
Estimated fair value	115	116
Long-term [Member]
Short-term:
Amortized cost	3,875	6,692
Gross unrealized gains (losses)	(29)	610
Estimated fair value	$ 3,846	$ 7,302
Average yield to maturity rate	1.20%	1.08%

Significant Accounting Policies (Details) - USD ($) $ in Thousands	1 Months Ended	4 Months Ended
	Dec. 28, 2015	Dec. 31, 2021	Dec. 31, 2020	Mar. 18, 2021
Significant Accounting Policies (Details) [Line Items]
Weighted average number of common stock (in Shares)		3,894,588	5,268,347
Recognized revenue aggregate amount		$ 16,339
Deferred revenue recognized		904
Deferred revenue recognized remaining amount		6,043
License Agreement [Member]
Significant Accounting Policies (Details) [Line Items]
Total consideration	$ 49,500
Value of common stock issued	38,883	$ 22,382
Stock Purchase Agreement [Member]
Significant Accounting Policies (Details) [Line Items]
Value of common stock issued	10,617
issuance expenses	$ 23
HTIT [Member]
Significant Accounting Policies (Details) [Line Items]
Oravax issued (in Shares)				1,890,000
Capital stock percentage				63.00%

Commitments

4 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS

NOTE 2 - COMMITMENTS:

In March 2011, the Subsidiary sold shares of its investee company, Entera Bio Ltd. (“Entera”) to D.N.A Biomedical Solutions Ltd. (“D.N.A”), retaining 117,000 ordinary shares (after giving effect to a stock split by Entera in July 2018). In consideration for the shares sold to D.N.A, the Company received, among other payments, ordinary shares of D.N.A (see also note 4).

As part of this agreement, the Subsidiary entered into a patent transfer agreement according to which the Subsidiary assigned to Entera all of its rights to a patent application related to the oral administration of proteins that it has licensed to Entera since August 2010, in return for royalties of 3% of Entera’s net revenues and a license back of that patent application for use in respect of diabetes and influenza. As of December 31, 2021, Entera had not paid any royalties to the Subsidiary. On December 11, 2018, Entera announced that it had entered into a research collaboration and license agreement with Amgen, Inc. (“Amgen”). To the extent the Amgen license results in net revenues as defined in the patent transfer agreement, the Subsidiary will be entitled to the aforementioned royalties. As part of a consulting agreement with a third party dated February 15, 2011, the Subsidiary is obliged to pay this third party royalties of 8% of the net royalties received in respect of the patent that was sold to Entera in March 2011.

According to the HTIT License Agreement, the Company granted HTIT an exclusive commercialization license in the territory of the People’s Republic of China, Macau and Hong Kong (the “Territory”), related to the Company’s oral insulin capsule, ORMD-0801 (the “Product”). Pursuant to the HTIT License Agreement, HTIT will conduct, at its own expense, certain pre-commercialization and regulatory activities with respect to the Subsidiary’s technology and ORMD-0801 capsule, and will pay to the Subsidiary (i) royalties of 10% on net sales of the related commercialized products to be sold by HTIT in the Territory (“Royalties”), and (ii) an aggregate of $37,500, of which $3,000 was payable immediately, $8,000 will be paid subject to the Company entering into certain agreements with certain third parties, and $26,500 will be paid upon achievement of certain milestones and conditions. In the event that the Company does not meet certain conditions, the Royalties rate may be reduced to a minimum of 8%. Following the final expiration of the Company’s patents covering the technology in the Territory in 2033, the Royalties rate may be reduced, under certain circumstances, to 5%.

The royalty payment obligation shall apply during the period of time beginning upon the first commercial sale of the Product in the Territory, and ending upon the later of (i) the expiration of the last-to-expire licensed patents in the Territory; and (ii) 15 years after the first commercial sale of the Product in the Territory (the “Royalty Term”).

The HTIT License Agreement shall remain in effect until the expiration of the Royalty Term. The HTIT License Agreement contains customary termination provisions.

Among others, the Company’s involvement through the product submission date will include consultancy for the pre-commercialization activities in the Territory, as well as advisory services to HTIT on an ongoing basis.

As of December 31, 2021, the Company has received milestone payments in an aggregate amount of $20,500 as follows: the initial payment of $3,000 was received in January 2016. Following the achievement of certain milestones, the second and third payments of $6,500 and $4,000, respectively, were received in July 2016, the fourth milestone payment of $4,000 was received in October 2016 and the fifth milestone payment of $3,000 was received in January 2019.

On August 21, 2020, the Company received a letter from HTIT, disputing certain pending payment obligations of HTIT under the TLA. The payment obligation being disputed is $6,000, out of which only an amount of $2,000 has been received and has been included in deferred revenue in each of the consolidated balance sheets as of December 31, 2021 and as of August 31, 2021. The Company wholly disputes the claims made by HTIT and has been engaged in discussions and exchanges with HTIT in an attempt to clarify and resolve disagreements between the parties regarding milestone payments and work plan implementation.

In addition, on November 30, 2015, the Company entered into the SPA with HTIT, according to which, the Company issued 1,155,367 shares of common stock to HTIT for $12,000. The transaction closed on December 28, 2015.

The HTIT License Agreement and the SPA were considered a single arrangement with multiple deliverables. The Company allocated the total consideration of $49,500 between the HTIT License Agreement and the SPA according to their fair value, as follows: $10,617 was allocated to the issuance of common stock (less issuance expenses of $23), based on the quoted price of the Company’s shares on the closing date of the SPA on December 28, 2015, and $38,883 was allocated to the HTIT License Agreement. The Company determined that revenues are recognized over time through the expected product submission date in June 2023.

In July 2015, according to the letter of intent signed between the parties or their affiliates, HTIT’s affiliate paid the Subsidiary a non-refundable amount of $500 as a no-shop fee. The no-shop fee was deferred and the related revenue is recognized over the estimated term of the HTIT License Agreement.

For the Company’s revenue recognition policy see note 1c.

On December 18, 2017, the Subsidiary entered into an agreement with a vendor for the process development and production of one of its oral capsule ingredients in the amount of $2,905 that will be paid over the term of the engagement and based on the achievement of certain development milestones, of which $1,592 was recognized in research and development expenses through December 31, 2021.

On September 2, 2020 (effective as of January 15, 2020), the Subsidiary entered into a CRO Services Agreement with a third party to retain it as a clinical research organization (“CRO”) for the Subsidiary’s phase 3 clinical trial for its oral insulin. As consideration for its services, the Subsidiary will pay the CRO a total amount of $21,589 during the term of the engagement and based on achievement of certain milestones, of which $10,235 was recognized in research and development expenses through December 31, 2021.

On September 16, 2020 (effective as of January 15, 2020), the Subsidiary entered into a CRO Services Agreement with a third party to retain it as a CRO for the Subsidiary’s phase 3 clinical trial for its oral insulin. As consideration for its services, the Subsidiary will pay the CRO a total amount of $12,343 during the term of the engagement and based on achievement of certain milestones, of which $4,926 was recognized in research and development expenses through December 31, 2021.

On December 2, 2021, the Subsidiary entered into an addendum (the “Addendum”) to the current lease agreement for its facilities in Israel. The Addendum refers to the lease of an additional space of 264 square meters for a period of 60 months commencing February 1, 2022. The Subsidiary has the option to extend the period for another 60 months. The annual lease payment, including management fees, is approximately NIS 435 ($140). As security for its obligation under this lease agreement, the Company provided a bank guarantee in an amount equal to four monthly lease payments. For accounting purposes, the lease commenced on February 1, 2022 as the Subsidiary did not have access to the space until that date.

Grants from the Israel Innovation Authority (“IIA”)

Under the terms of the Company’s funding from the IIA, royalties of 3% are payable on sales of products developed from a project so funded, up to a maximum amount equaling 100%-150% of the grants received (dollar linked) with the addition of interest at an annual rate based on LIBOR.

At the time the grants were received, successful development of the related projects was not assured. The total amount received through December 31, 2021 was $2,207 ($2,514 including interest).

As of December 31, 2021, the liability to the IIA was $207.

The royalty expenses which are related to the funded project were recognized in cost of revenues in the relevant periods.

Leases (Details)	4 Months Ended
Leases (Details)	Dec. 31, 2021
Leases [Abstract]
Lease term, description	The Company has various operating leases for office space and vehicles that expire through 2025.
Future lease payments , interest rate percentage	3.00%

Related Party Transactions

4 Months Ended

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

NOTE 7 - RELATED PARTY TRANSACTIONS:

On July 1, 2008, the Subsidiary entered into two consulting agreements with KNRY Ltd. (“KNRY”), an Israeli company owned by the Chief Scientific Officer, whereby the President and Chief Executive Officer and the Chief Scientific Officer, through KNRY, provide services to the Company (the “Consulting Agreements”). The Consulting Agreements are both terminable by either party upon 140 days prior written notice. The Consulting Agreements, as amended, provide that KNRY will be reimbursed for reasonable expenses incurred in connection with the performance of the Consulting Agreements and that the monthly consulting fee paid to the President and Chief Executive Officer and the Chief Scientific Officer is NIS 146,705 ($47) and NIS 106,400 ($34), respectively.

In addition to the Consulting Agreements, based on a relocation cost analysis, the Company pays for certain direct costs, related taxes and expenses incurred in connection with the relocation of the President and Chief Executive Officer to the U.S. During the four months ended December 31, 2021, such relocation expenses were $109, compared to $92 for the four months ended December 31, 2020.

Marketable Securities (Tables)

4 Months Ended

Dec. 31, 2021

Investments, Debt and Equity Securities [Abstract]

Schedule of marketable securities include investments in equity securities

	December 31, 2021		August 31, 2021
Short-term:
D.N.A (see b below)	$	863	$	701
Entera (see c below)		337		571
Held to maturity bonds (see d below)		6,547		4,579
	$	7,747	$	5,851
Long-term:
Held to maturity bonds (see d below)	$	3,875	$	6,692
	$	11,622	$	12,543

Schedule of amortized cost and estimated fair value of held-to-maturity securities

	December 31, 2021
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	6,432	$	(115	)	$	6,317		1.37	%
Accrued interest		115		-			115

Long-term		3,875		(29	)		3,846		1.20	%
	$	10,422	$	(144	)	$	10,278

	August 31, 2021
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	4,463	$	(98	)	$	4,365		1.73	%
Accrued interest		116		-			116

Long-term		6,692		610			7,302		1.08	%
	$	11,271	$	512		$	11,783

Related Party Transactions (Details) $ in Thousands	1 Months Ended		4 Months Ended
Related Party Transactions (Details) $ in Thousands	Jul. 01, 2008 USD ($)	Jul. 01, 2008 ILS (₪)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Related Party Transactions (Details) [Line Items]
Relocation expenses			$ 109	$ 92
Chief Executive Officer [Member]
Related Party Transactions (Details) [Line Items]
Consulting agreements fee	$ (47)	₪ 146,705
Chief Strategy Officer [Member]
Related Party Transactions (Details) [Line Items]
Consulting agreements fee	$ (34)

Stockholders' Equity

4 Months Ended

Dec. 31, 2021

Stockholders' Equity Note [Abstract]

STOCKHOLDERS’ EQUITY

NOTE 5 - STOCKHOLDERS’ EQUITY:

On September 1, 2021, the Company entered into a controlled equity offering agreement (the “Cantor Equity Distribution Agreement”) with Cantor Fitzgerald & Co., as agent, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $100,000, through a sales agent, subject to certain terms and conditions. Any shares sold will be sold pursuant to our effective shelf registration statement on Form S-3 including a prospectus dated July 26, 2021 and prospectus supplement dated September 1, 2021. The Company paid the sales agent a cash commission of 3.0% of the gross proceeds of the sale of any shares sold through the sales agent under the Cantor Equity Distribution Agreement. As of December 31, 2021, 565,120 shares were issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $12,298. As of March 30, 2022, 841,638 shares were issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $15,275.

On November 3, 2021, the Company entered into a securities purchase agreement with several institutional and accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell, in a registered direct offering (the “Offering”), an aggregate of 2,000,000 shares of the Company’s common stock to the Purchasers for an offering price of $25.00 per share. The closing of the sale of the shares occurred on November 5, 2021. The net proceeds to the Company from the Offering, after deducting the placement agent’s fees and expenses and the Company’s Offering expenses, were approximately $46,375.

The following are the significant stock options transactions with employees and board members made during the four months ended December 31, 2021:

On September 1, 2021, the Company granted options to purchase an aggregate of 50,000 shares of common stock of the Company at an exercise price of $20.19 per share (equivalent to the closing price of the Company’s common stock on the date of grant) to the Chief Financial Officer. The options shall vest in four equal installments of 12,500 options on each of June 27, 2022, June 27, 2023, June 27, 2024 and June 27, 2025. These options expire on September 1, 2031. The fair value of all these options on the date of grant was $574, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $20.19; dividend yield of 0% for all years; expected volatility of 61.62%; risk-free interest rates of 0.93%; and expected term of 6.16 years.

On September 1, 2021, the Company granted 50,000 RSUs to the Chief Financial Officer that shall vest as follows:

33,333 if the closing price per share of the Company’s common stock will be at least $25.00 for at least 20 days out of any 30-trading day period; and

If the first condition is met any time before June 27, 2022, then the RSUs will vest in three equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024).

If the first condition is met any time between June 27, 2022 and June 27, 2023, then 1/3 of the RSUs will vest immediately, and the remainder will vest in two equal installments (on June 27, 2023 and June 27, 2024).

If the first condition is met anytime between June 27, 2023 and June 27, 2024, then 2/3 of the RSUs will vest immediately, and the remaining 1/3 will vest on June 27, 2024).

If the first condition is met any time after June 27, 2024, then the RSUs will vest immediately.

16,667 upon achievement of a certain licensing agreement as specified by the Board of Directors; and

If the first condition is met any time before June 27, 2022, then the RSUs will vest in three equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024).

If the first condition is met any time between June 27, 2023 and June 27, 2024, then 2/3 of the RSUs will vest immediately, and the remaining 1/3 will vest on June 27, 2024).

If the first condition is met any time after June 27, 2024, then the RSUs will vest immediately.

These RSUs expire on September 1, 2031.

The total value of the RSUs is $662, using the Monte-Carlo model for RSUs with market conditions.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/topic&trid=2208762

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Section 50
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
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-Publisher FASB
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Leases

4 Months Ended

Dec. 31, 2021

Leases [Abstract]

LEASES

NOTE 6 - LEASES

The right-of-use asset and lease liability are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate based on the information available at the date of adoption in determining the present value of the lease payments. The Company’s incremental borrowing rate is estimated to approximate the interest rate on similar terms and payments and in economic environments where the leased asset is located.

The Company has various operating leases for office space and vehicles that expire through 2025. Below is a summary of our operating right-of-use assets and operating lease liabilities as of December 31, 2021 and August 31, 2021:

	December 31, 2021		August 31, 2021
Operating right-of-use assets	$	500	$	533

Operating lease liabilities, current		130		130
Operating lease liabilities long-term		370		403
Total operating lease liabilities	$	500	$	533

Minimum lease payments for the Company’s right-of-use assets over the remaining lease periods as of December 31, 2021 and August 31, 2021 are as follows:

	December 31, 2021			August 31, 2021
2022	$	155		$	156
2023		140			138
2024		140			136
2025		93			136
Total undiscounted lease payments		528			565
Less: Interest*		(28	)		(32	)
Present value of lease liabilities	$	500		$	533

Future lease payments were discounted by 3% interest rate.

Document And Entity Information - shares	4 Months Ended
Document And Entity Information - shares	Dec. 31, 2021	Mar. 30, 2022
Document Information Line Items
Entity Registrant Name	ORAMED PHARMACEUTICALS INC.
Trading Symbol	ORMP
Document Type	10-QT
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		38,564,016
Amendment Flag	false
Entity Central Index Key	0001176309
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Dec. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	false
Document Transition Report	true
Document Period Start Date	Sep. 01, 2021
Entity File Number	001-35813
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-0376008
Entity Address, Address Line One	1185 Avenue of the Americas
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	844
Local Phone Number	967-2633
Title of 12(b) Security	Common Stock, par value $0.012
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Dec. 31, 2021	Aug. 31, 2021
CURRENT ASSETS:
Cash and cash equivalents	$ 27,456	$ 77,245
Short-term deposits	111,077	11,044
Marketable securities	7,747	5,851
Prepaid expenses and other current assets	1,657	1,197
Total current assets	147,937	95,337
LONG-TERM ASSETS:
Long-term deposits	25,094	25,016
Marketable securities	3,875	6,692
Amounts funded in respect of employee rights upon retirement	26	24
Property and equipment, net	388	397
Operating lease right-of-use assets	500	533
Total long-term assets	29,883	32,662
Total assets	177,820	127,999
CURRENT LIABILITIES:
Accounts payable and accrued expenses	4,535	3,792
Deferred revenues	2,703	2,703
Payable to related parties		54
Operating lease liabilities	130	130
Total current liabilities	7,368	6,679
LONG-TERM LIABILITIES:
Long-term deferred revenues	3,340	4,244
Employee rights upon retirement	22	21
Provision for uncertain tax position	11	11
Operating lease liabilities	370	403
Other liabilities	99	124
Total long-term liabilities	3,842	4,803
COMMITMENTS (note 2)
EQUITY ATTRIBUTABLE TO COMPANY’S STOCKHOLDERS:
Common stock, $0.012 par value (60,000,000 authorized shares; 38,158,792 and 35,293,889 shares issued and outstanding as of December 31, 2021 and August 31, 2021, respectively)	459	424
Additional paid-in capital	292,514	230,201
Accumulated deficit	(126,520)	(114,852)
Total stockholders’ equity	166,453	115,773
Non-controlling interests	157	744
Total equity	166,610	116,517
Total liabilities and equity	$ 177,820	$ 127,999

Interim Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Dec. 31, 2021	Aug. 31, 2021
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.012	$ 0.012
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	38,158,792	35,293,889
Common stock, shares outstanding	38,158,792	35,293,889

Leases (Tables)

4 Months Ended

Dec. 31, 2021

Leases [Abstract]

Schedule of operating right-of-use assets and operating lease liabilities

	December 31, 2021		August 31, 2021
Operating right-of-use assets	$	500	$	533

Operating lease liabilities, current		130		130
Operating lease liabilities long-term		370		403
Total operating lease liabilities	$	500	$	533

Schedule of minimum lease payments for the company’s right-of-use assets

	December 31, 2021			August 31, 2021
2022	$	155		$	156
2023		140			138
2024		140			136
2025		93			136
Total undiscounted lease payments		528			565
Less: Interest*		(28	)		(32	)
Present value of lease liabilities	$	500		$	533

Future lease payments were discounted by 3% interest rate.

Commitments (Details) $ in Thousands				1 Months Ended									4 Months Ended
Commitments (Details) $ in Thousands	Sep. 16, 2020 USD ($)	Sep. 02, 2020 USD ($)	Dec. 28, 2015 USD ($)	Aug. 21, 2020 USD ($)	Jan. 31, 2019 USD ($)	Dec. 18, 2017 USD ($)	Oct. 31, 2016 USD ($)	Jul. 31, 2016 USD ($)	Jan. 31, 2016 USD ($)	Nov. 30, 2015	Jul. 31, 2015 USD ($)	Mar. 31, 2011 shares	Dec. 31, 2021 USD ($)	Dec. 02, 2021 USD ($)	Dec. 02, 2021 ILS (₪)	Aug. 21, 2021 USD ($)	Feb. 15, 2011
Commitments (Details) [Line Items]
License agreement, description													(i) royalties of 10% on net sales of the related commercialized products to be sold by HTIT in the Territory (“Royalties”), and (ii) an aggregate of $37,500, of which $3,000 was payable immediately, $8,000 will be paid subject to the Company entering into certain agreements with certain third parties, and $26,500 will be paid upon achievement of certain milestones and conditions. In the event that the Company does not meet certain conditions, the Royalties rate may be reduced to a minimum of 8%. Following the final expiration of the Company’s patents covering the technology in the Territory in 2033, the Royalties rate may be reduced, under certain circumstances, to 5%.
Aggregate amount													$ 20,500
Initial payment									$ 3,000
Payment obligation disputed				$ 6,000
Deferred revenue																$ 2,000
Stock purchase agreement with HTIT description										the Company entered into the SPA with HTIT, according to which, the Company issued 1,155,367 shares of common stock to HTIT for $12,000. The transaction closed on December 28, 2015.
Total consideration													49,500
Issuance of common stock													10,617
Issuance expense													23
License agreement			$ 38,883
Non refundable amount											$ 500
Annual lease payment														$ 140	₪ 435
Total amount received													2,207
Liability													$ 207
Royalty [Member]
Commitments (Details) [Line Items]
Royalty term													15 years
London Interbank Offered Rate (LIBOR) [Member]
Commitments (Details) [Line Items]
Total amount received													$ 2,514
Entera Bio Ltd. [Member] \| D.N.A [Member]
Commitments (Details) [Line Items]
Retaining shares (in Shares) \| shares												117,000
Ownership percentage retained												3.00%
Royalty percentage																	8.00%
Israel Innovation Authority [Member]
Commitments (Details) [Line Items]
Royalty percentage													3.00%
Minimum [Member] \| Israel Innovation Authority [Member]
Commitments (Details) [Line Items]
Royalty percentage													100.00%
Maximum [Member] \| Israel Innovation Authority [Member]
Commitments (Details) [Line Items]
Royalty percentage													150.00%
Vendor Two [Member]
Commitments (Details) [Line Items]
Research and development expenses recognized		$ 10,235
Commitments for consulting services		$ 21,589
Vendor Three [Member]
Commitments (Details) [Line Items]
Research and development expenses recognized	$ 4,926
Commitments for consulting services	$ 12,343
Vendor One [Member]
Commitments (Details) [Line Items]
Commitments for consulting services						$ 2,905
Research and development expenses recognized						$ 1,592
Milestone Two [Member]
Commitments (Details) [Line Items]
Milestone Payments								$ 6,500
Milestones Three [Member]
Commitments (Details) [Line Items]
Milestone Payments								$ 4,000
Milestone Four [Member]
Commitments (Details) [Line Items]
Milestone Payments							$ 4,000
Milestone Five [Member]
Commitments (Details) [Line Items]
Milestone Payments					$ 3,000

Marketable Securities (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Marketable Securities (Details) [Line Items]
Cost of securities	$ 595
D.N.A [Member]
Marketable Securities (Details) [Line Items]
Ownership percentage	1.70%
Entera [Member]
Marketable Securities (Details) [Line Items]
Cost method investment	$ 1
Short-Term Marketable Securities [Member]
Marketable Securities (Details) [Line Items]
Held to maturity securities maturity	12 months
Long-Term Marketable Securities [Member]
Marketable Securities (Details) [Line Items]
Held to maturity securities maturity	1 year

Marketable Securities (Details) - Schedule of marketable securities include investments in equity securities - USD ($) $ in Thousands	Dec. 31, 2021	Aug. 31, 2021
Short-term:
Short-term	$ 7,747	$ 5,851
Long-term:
Long-term	11,622	12,543
Held to maturity bonds [Member]
Long-term:
Long-term	3,875	6,692
D.N.A [Member]
Short-term:
Short-term	863	701
Entera [Member]
Short-term:
Short-term	337	571
Held to maturity bonds [Member]
Short-term:
Short-term	$ 6,547	$ 4,579

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

Subsequent Events

4 Months Ended

Dec. 31, 2021

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 8 – SUBSEQUENT EVENTS:

On January 3, 2022, the Company granted an aggregate of 150,000 shares of the Company’s common stock to the Company’s President and Chief Executive Officer. The total fair value of these shares on the date of grant was $2,084, using the quoted closing market share price of $13.89 on the Nasdaq Capital Market on the date of grant.

On January 3, 2022, the Company granted an aggregate of 207,500 RSUs representing a right to receive shares of the Company’s common stock to the Company's employees and board members as follows: 63,000 to the President and Chief Executive Officer; 42,000 to the Chief Scientific Officer; 21,000 to the Chief Operating Officer, 19,000 to the Chief Financial Officer and Treasurer, 19,000 to the Chief Commercial Officer, 18,000 to the Chief Legal Officer and Secretary (effective as of the time his employment with the Company commenced on January 9, 2022), an aggregate of 24,000 to four board members and 1,500 to an employee. The RSUs will vest in four equal annual instalments on each of January 1, 2023, 2024, 2025 and 2026. These RSUs expire on January 3, 2032. The total fair value of these RSUs on the date of grant was $2,882, using the quoted closing market share price of $13.89 on the Nasdaq Capital Market on the date of grant.

On January 3, 2022, the Company granted options to purchase an aggregate of 321,500 shares of common stock of the Company to the Company's employees and board members at an exercise price of $13.89 per share (equivalent to the closing price of the Company’s common stock on the date of grant) as follows: 107,000 to the President and Chief Executive Officer; 72,000 to the Chief Scientific Officer; 36,000 to the Chief Operating Officer, 32,000 to the Chief Financial Officer and Treasurer and 32,000 to the Chief Commercial Officer, an aggregate of 40,000 to four board members and 2,500 to an employee. The options will vest in four equal annual instalments on each of January 1, 2023, 2024, 2025 and 2026. These options expire on January 3, 2032. The fair value of all these options on the date of grant was $2,627, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $13.89; dividend yield of 0% for all years; expected volatility of 62.94%; risk-free interest rates of 1.46%; and expected term of 6.25 years.

On January 3, 2022, the Company granted options to purchase an aggregate of 30,000 shares of common stock of the Company to the Company's Chief Legal Officer and Secretary (effective as of the time his employment with the Company commenced on January 9, 2022), at an exercise price of $12.03 per share (equivalent to the closing price of the Company’s common stock on January 10, 2022 which represents the first trading date after his employment with the Company commenced). The options will vest in four equal annual instalments on each of January 1, 2023, 2024, 2025 and 2026. These options expire on January 3, 2032. The fair value of all these options on the date of grant was $214, using the Black Scholes option-pricing model and was based on the following assumptions: stock price of $12.03; dividend yield of 0% for all years; expected volatility of 63.19%; risk-free interest rates of 1.62%; and expected term of 6.25 years.

Marketable Securities

4 Months Ended

Dec. 31, 2021

Investments, Debt and Equity Securities [Abstract]

MARKETABLE SECURITIES

NOTE 4 - MARKETABLE SECURITIES:

The Company’s marketable securities include investments in equity securities of D.N.A and Entera and in held to maturity bonds.

Composition:

	December 31, 2021		August 31, 2021
Short-term:
D.N.A (see b below)	$	863	$	701
Entera (see c below)		337		571
Held to maturity bonds (see d below)		6,547		4,579
	$	7,747	$	5,851
Long-term:
Held to maturity bonds (see d below)	$	3,875	$	6,692
	$	11,622	$	12,543

D.N.A

The D.N.A ordinary shares are traded on the Tel Aviv Stock Exchange. The fair value of those securities is measured at the quoted prices of the securities on the measurement date.

As of December 31, 2021, the Company owns approximately 1.7% of D.N.A’s outstanding ordinary shares.

The cost of the securities as of December 31, 2021 and August 31, 2021 was $595.

Entera

Entera ordinary shares have been traded on The Nasdaq Capital Market since June 28, 2018. The Company measures the investment at fair value from such date, since it has a readily determinable fair value (prior to such date the investment was accounted for as a cost method investment (amounting to $1)).

Held to maturity securities

The amortized cost and estimated fair value of held to maturity securities as of December 31, 2021, were as follows:

	December 31, 2021
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	6,432	$	(115	)	$	6,317		1.37	%
Accrued interest		115		-			115

Long-term		3,875		(29	)		3,846		1.20	%
	$	10,422	$	(144	)	$	10,278

The amortized cost and estimated fair value of held to maturity securities as of August 31, 2021, were as follows:

	August 31, 2021
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	4,463	$	(98	)	$	4,365		1.73	%
Accrued interest		116		-			116

Long-term		6,692		610			7,302		1.08	%
	$	11,271	$	512		$	11,783

Held to maturity securities which will mature during the 12 months from the balance sheet date are included in short-term marketable securities. Held to maturity securities with maturity dates of more than one year are considered long-term marketable securities.

Significant Accounting Policies

4 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:

General:

Incorporation and operations

Oramed Pharmaceuticals Inc. (collectively with its subsidiaries, the “Company”, unless the context indicates otherwise) was incorporated on April 12, 2002.

On February 17, 2006, the Company entered into an agreement with Hadasit Medical Services and Development Ltd. to acquire the provisional patent related to an orally ingestible insulin capsule to be used for the treatment of individuals with diabetes.

On May 14, 2007, the Company incorporated a wholly-owned subsidiary in Israel, Oramed Ltd. (the “Subsidiary”), which is engaged in research and development.

On July 30, 2019, the Subsidiary incorporated a wholly-owned subsidiary in Hong Kong, Oramed HK Limited (the “Hong Kong Subsidiary”). As of December 31, 2021, the Hong Kong Subsidiary has no operations.

On March 18, 2021, the Company entered into a license agreement (the “Oravax License Agreement”) with Oravax Medical Inc. (“Oravax”) and into a stockholders agreement with Akers Biosciences Inc. (“Akers”), Premas Biotech Pvt. Ltd. (“Premas”), Cutter Mill Capital LLC and Run Ridge LLC (the “Stockholders Agreement”). According to the Stockholders Agreement, Oravax issued 1,890,000 shares of its capital stock to the Company, representing 63% of the issued and outstanding share capital of Oravax, on a fully diluted basis, as of the date of issuance. Consequently, Oramed consolidates Oravax in its consolidated financial statements since that time.

Change in Fiscal Year

On February 28, 2022, the Board of Directors approved a change of the Company’s fiscal year from the period beginning on September 1 and ending on August 31 to the period beginning on January 1 and ending on December 31. As a result, this report on Form 10-Q is a transition report and includes financial information for the transition period from September 1, 2021 through December 31, 2021, or the Transition Period. Subsequent to this report, the Company’s fiscal year will begin on January 1 and end on December 31.

Development and Liquidity Risks

The Company is engaged in research and development in the biotechnology field for innovative pharmaceutical solutions, including an orally ingestible insulin capsule to be used for the treatment of individuals with diabetes, and the use of orally ingestible capsules for delivery of other polypeptides, and has not generated significant revenues from its operations. Based on the Company’s current cash resources and commitments, the Company believes it will be able to maintain its current planned development activities and the corresponding level of expenditures for at least the next 12 months, although no assurance can be given that the Company will not need additional funds prior to such time. If there are unexpected increases in its operating expenses, the Company may need to seek additional financing during the next 12 months. Successful completion of the Company’s development programs and its transition to normal operations is dependent upon obtaining necessary regulatory approvals from the U.S. Food and Drug Administration prior to selling its products within the United States, obtaining foreign regulatory approvals to sell its products internationally, or entering into licensing agreements with third parties. There can be no assurance that the Company will receive regulatory approval of any of its product candidates, and a substantial amount of time may pass before the Company achieves a level of revenues adequate to support its operations, if at all. The Company also expects to incur substantial expenditures in connection with the regulatory approval process for each of its product candidates during their respective developmental periods. Obtaining marketing approval will be directly dependent on the Company’s ability to implement the necessary regulatory steps required to obtain marketing approval in the United States and in other countries. The Company cannot predict the outcome of these activities.

In addition to the foregoing, based on the Company’s current assessment, the Company does not expect any material impact on its development timeline and its liquidity due to the worldwide spread of the COVID-19 virus. However, the Company has experienced delays in clinical trials due to slow-downs of recruitment for trials generally. The Company may experience further delays if the pandemic continues for an extended period of time and it is continuing to assess the effect on its operations by monitoring the spread of COVID-19 and the actions implemented by governments to combat the virus throughout the world.

Loss per common share

Basic and diluted net loss per common share are computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding for each period. Outstanding stock options, warrants and restricted stock units (“RSUs”) have been excluded from the calculation of the diluted loss per share because all such securities are anti-dilutive for all periods presented. The weighted average number of common stock options, warrants and RSUs excluded from the calculation of diluted net loss was 3,894,588 and 5,268,347 for the four month periods ended December 31, 2021 and December 31, 2020, respectively.

Revenue recognition

On November 30, 2015, the Company entered into a Technology License Agreement (the “TLA”), with Hefei Tianhui Incubator of Technologies Co. Ltd. (“HTIT”) and on December 21, 2015, the parties entered into an Amended and Restated Technology License Agreement that was further amended by the parties on June 3, 2016 and July 24, 2016 (the “HTIT License Agreement”). The HTIT License Agreement and a stock purchase agreement, dated November 30, 2015, between the Company and HTIT (the “SPA”) were considered a single arrangement with multiple deliverables. The Company allocated the total consideration of $49,500 between the HTIT License Agreement and the SPA according to their fair value, as follows: $10,617 was allocated to the issuance of common stock (less issuance expenses of $23), based on the quoted price of the Company’s shares on the closing date of the SPA on December 28, 2015, and $38,883 was allocated to the HTIT License Agreement.

Under Accounting Standard Codification, (“ASC”) 606, the Company identified a single performance obligation in the agreement and determined that the license and services are not

distinct as the license and services are highly dependent on each other. In other words, HTIT cannot benefit from the license without the related services, and vice versa.

Since the customer benefits from the services as the entity performs, revenue is recognized over time through the expected product submission date in June 2023, using the input method. The Company used the input method to measure the process for the purpose of recognizing revenue, which approximates the straight line attribution. The Company used significant judgment when it determined the product submission date.

Under ASC 606, the consideration that the Company would be entitled to upon the achievement of contractual milestones, which are contingent upon the occurrence of future events, are a form of variable consideration. When assessing the portion, if any, of such milestones-related consideration to be included in the transaction price, the Company first assesses the most likely outcome for each milestone and excludes the consideration related to milestones of which the occurrence is not considered the most likely outcome.

The Company then evaluates if any of the variable consideration determined in the first step is constrained by including in the transaction price variable consideration to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company used significant judgment when it determined the first step of variable consideration.

The potential future royalty consideration is also considered a form of variable consideration under ASC 606 as it is based on a percentage of potential future sales of the Company’s products. However, the Company applies the sales-based royalty exception and accordingly will recognize the sales-based royalty amounts when the related sale has occurred. To date, the Company has not recognized any royalty-related revenue.

As of December 31, 2021, an aggregate amount of $22,382 was allocated to the HTIT License Agreement, all of which were received through the balance sheet date. Through December 31, 2021, the Company has recognized revenue associated with this agreement in the aggregate amount of $16,339, of which $904 was recognized in the transition period between September 1, 2021 and December 31, 2021, and deferred the remaining amount of $6,043 which is presented as deferred revenues on the condensed consolidated balance sheet.

Condensed consolidated financial statements preparation

The condensed consolidated financial statements included herein have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and, on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2021 (the “2021 Form 10-K”). These condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair statement of the results of the periods presented. Certain information and disclosures normally included in annual consolidated financial statements have been omitted in this interim period report pursuant to the rules and regulations of the Securities and Exchange Commission. Because the condensed consolidated interim financial statements do not include all of the information and disclosures required by U.S. GAAP for annual financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the 2021 Form 10-K. The results for interim periods are not necessarily indicative of a full fiscal year’s results.

Recently issued accounting pronouncements, not yet adopted

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the current incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance will be effective for the fiscal year beginning after December 15, 2022, including interim periods within that year. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

Accounting Policies, by Policy (Policies)

4 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

General

General:

Incorporation and operations

Oramed Pharmaceuticals Inc. (collectively with its subsidiaries, the “Company”, unless the context indicates otherwise) was incorporated on April 12, 2002.

On May 14, 2007, the Company incorporated a wholly-owned subsidiary in Israel, Oramed Ltd. (the “Subsidiary”), which is engaged in research and development.

Change in Fiscal Year

Development and Liquidity Risks

Loss per common share

Revenue recognition

On November 30, 2015, the Company entered into a Technology License Agreement (the “TLA”), with Hefei Tianhui Incubator of Technologies Co. Ltd.

Loss per common share

Loss per common share

Revenue recognition

Revenue recognition

Under Accounting Standard Codification, (“ASC”) 606, the Company identified a single performance obligation in the agreement and determined that the license and services are not

distinct as the license and services are highly dependent on each other. In other words, HTIT cannot benefit from the license without the related services, and vice versa.

Condensed consolidated financial statements preparation

Condensed consolidated financial statements preparation

Recently issued accounting pronouncements, not yet adopted

Recently issued accounting pronouncements, not yet adopted