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): September 3, 2009
ORAMED
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction
of
incorporation)
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000-50298
(Commission
File Number)
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98-0376008
(IRS
Employer
Identification
No.)
|
Hi-Tech
Park 2/5 Givat Ram
PO
Box 39098
Jerusalem,
Israel 91390
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 972-2-566-0001
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 (see General Instruction A.2. below):
¨ 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))
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ITEM
5.02
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DEPARTURE
OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
OFFICERS.
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On August
31, 2009, Oramed Pharmaceuticals Inc. (“Oramed”), through its Israeli
subsidiary, Oramed Ltd., entered into an amendment to the employment agreement
of Yifat Zommer, Oramed’s Chief Financial Officer, Treasurer and Secretary (the
"Amendment"). Pursuant to the Amendment, Ms. Zommer will no longer be
employed on a part-time basis of 80%, but will rather be a full-time employee
(at least 45 hours a week) and will receive a gross monthly salary of NIS
22,000, an increase of 25%. In accordance with the employment agreement, as
amended, as of October 19, 2009, Ms. Zommer’s gross monthly salary will be NIS
24,200, a 10% increase.
A copy of
the Amendment is attached to this Current Report on Form 8-K as Exhibit 99.1 and
is incorporated herein by reference.
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ITEM
7.01
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REGULATION
FD DISCLOSURE.
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On
September 3, 2009, Oramed Pharmaceuticals Inc. issued a press release announcing
that its Chief Executive Officer, Nadav Kidron will present at the Rodman &
Renshaw’s 11th Annual
Healthcare Conference on Friday September 11, 2009 at 10:00 a.m. EDT at the New
York Palace Hotel in New York City.
A copy of
the press release is attached to this Current Report on Form 8-K as Exhibit 99.2
and is incorporated by reference herein.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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(d)
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Exhibits
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Exhibit
Number
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Description
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99.1
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Press
Release dated September 3, 2009.
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99.2
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Amendment
to Employment Agreement by and between Oramed Ltd. and Yifat Zommer
entered into as of August 31,
2009.
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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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Dated:
September 3, 2009
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By:
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/s/
Nadav Kidron
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Nadav
Kidron
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President,
CEO and Director
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Exhibit
Index
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Exhibit
Number
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Description
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99.1
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Press
Release dated September 3, 2009.
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99.2
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Amendment
to Employment Agreement by and between Oramed Ltd. and Yifat Zommer
entered into as of August 31,
2009.
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Oramed
Pharmaceuticals to Present at Rodman & Renshaw 11th
Annual
Healthcare Conference
JERUSALEM,
Israel – September 3, 2009 – Oramed Pharmaceuticals Inc. (OTC BB: ORMP.OB)
(http://www.oramed.com), a developer of alternative drug delivery systems,
announced today that Nadav Kidron, its Chief Executive Officer, is scheduled to
present at the Rodman & Renshaw’s 11th Annual
Healthcare Conference on Friday September 11, 2009 at 10:00 a.m.
EDT. The conference will be held at the New York Palace Hotel in New
York City.
Nadav
Kidron is scheduled to speak in the Fahnestock Salon on the fifth floor of the
hotel. He will discuss Oramed's strategic initiatives, updates and product
pipeline.
About
Oramed Pharmaceuticals
Oramed
Pharmaceuticals is a technology pioneer in the field of oral delivery solutions
for drugs and vaccines presently delivered via injection. Oramed is seeking to
revolutionize the treatment of diabetes through its patented flagship product,
an orally ingestible insulin capsule currently in phase 2 clinical trials.
Established in 2006, Oramed's technology is based on over 25 years of research
by top research scientists at Jerusalem's Hadassah Medical Center. The Company's
corporate and R&D headquarters are based in Jerusalem.
For more
information, please visit http://www.oramed.com.
Forward-looking
statements
Some of
the statements contained in this press release are forward-looking statements
which involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of the company, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward looking
statements, including the risks and uncertainties related to the progress,
timing, cost, and results of clinical trials and product development programs;
difficulties or delays in obtaining regulatory approval for our product
candidates; competition from other pharmaceutical or biotechnology companies;
and the company's ability to obtain additional funding required to conduct its
research, development and commercialization activities. Please refer to the
company's filings with the Securities and Exchange Commission for a
comprehensive list of risk factors that could cause actual results, performance
or achievements of the company to differ materially from those expressed or
implied in such forward looking statements. The company undertakes no obligation
to update or revise any forward-looking statements.
Company
and Investor Relations Contacts:
Oramed
Pharmaceuticals
Tara
Horn
USA: +1-646-240-4193
Office:
+972-2-566-0001
Email:
tara@oramed.com
Oramed Pharmaceuticals,
Inc. | Kefar Hi-Tech 2/5 Po Box
39098, Jerusalem, Israel 91390. | www.oramed.com
Phone:
011-972-2-566-0001 | Fax: 011
972-2-566-0004 | Email:
office@oramed.com
Amendment
to Employment Agreement
This
Amendment to the Employment Agreement (this “Amendment”) is entered into as of
this 31st day of
August 2009, by and between Yifat Zommer, an individual
residing at Ramat Gan, Israel (the “Executive”), and ORAMED Ltd., a company
incorporated under the laws of the State of Israel, with an address at Hi-Tech
Park 2/5 Givat Ram, Jerusalem, Israel 91390 (the ”Company”).
WHEREAS, the Company and the
Executive entered into an Employment Agreement, dated as of April 19, 2009 (the
“Employment Agreement”);
and
WHEREAS, Company and the
Executive desire to amend some of terms and conditions of the Original
Agreement.
NOW, THEREFORE, the Company
and the Executive agree as follows:
1. In
Section 1.3 - Scope of
service of the Original Agreement the following paragraph is hereby
added:
As
of August 16, 2009, the Executive shall perform her work on the basis
of a 100% position, which will comprise five full working days (i.e. at least
forty-five (45) hours a week) until the termination of the Executive's
employment by the Company (or sooner, if so requested by the Company), for any
reason whatsoever.
2. In
Section 2.1(a) - Salary of the
Original Agreement the following paragraph is hereby added:
As of
August 16, 2009, the Executive shall be entitled to a gross monthly salary of
NIS 22,000. Beginning on October 19, 2009, the gross monthly salary will be
increased to NIS 24,200 (the “Salary”).
3. Except
for the changes and/or additions stated herein, all the other terms of the
Employment Agreement shall remain valid and bind the parties without any change.
In the case of a contradiction between the provisions of this Amendment and the
provisions of the Employment Agreement, the provisions of this Amendment shall
prevail. Without limiting the generality of the foregoing, the term “Agreement”
as used in the Employment Agreement shall be deemed to be the Employment
Agreement as amended by this Amendment.
IN
WITNESS WHEREOF, the parties have executed this Amendment to Employment
Agreement as of the date first written above.
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Oramed
Pharmaceuticals Inc.
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Nadav
Kidron, CEO
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Yifat
Zommer
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