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): January 11, 2010
ORAMED
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-50298
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98-0376008
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
7.01
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REGULATION
FD DISCLOSURE
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On
January 11, 2010, Oramed Pharmaceuticals Inc. issued a press release announcing
that it had filed two registration statements on Form S-1 with the Securities
and Exchange Commission.
One
registration statement relates to a proposed public offering by Oramed of 24
million shares of common stock and warrants to purchase 12 million shares of
common stock, as well as warrants to purchase up to approximately 2.5 million
shares of common stock issuable to the placement agent of the
offering.
This
offering shall be made only by means of a prospectus. Copies of the preliminary
prospectus, when available, may be obtained from Oramed. The
registration statement may be accessed through the SEC’s website at
www.sec.gov.
Oramed
expects to use the net proceeds from the offering to fund its planned research
and development activities, as well as some other general and administrative
costs.
The
second filing is a shelf registration statement relating to a resale offering by
certain Oramed stockholders of approximately 8.5 million shares of common stock
and approximately 4.8 million shares of common stock issuable upon the exercise
of warrants held by stockholders of Oramed who purchased such securities in
private placement transactions.
A copy of
the press release is attached to this Current Report on Form 8-K as Exhibit 99.1
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 January 11,
2010.
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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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Dated:
January 11, 2010
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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 January 11,
2010.
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Oramed
Pharmaceuticals Announces
Filing
of Two Registration Statements
JERUSALEM, Israel – January 11, 2010
– Oramed Pharmaceuticals Inc. (OTCBB: ORMP.OB), a developer of
alternative drug delivery systems, today announced that it has filed two
registration statements on Form S-1 with the Securities and Exchange
Commission.
One
registration statement relates to a proposed public offering by Oramed of 24
million shares of common stock and warrants to purchase 12 million shares of
common stock, as well as warrants to purchase up to approximately 2.5 million
shares of common stock issuable to the placement agent of the
offering.
This
offering shall be made only by means of a prospectus. Copies of the preliminary
prospectus, when available, may be obtained from Oramed. The
registration statement may be accessed through the SEC’s website at
www.sec.gov.
Oramed
expects to use the net proceeds from the offering to fund its planned research
and development activities, as well as some other general and administrative
costs.
The
second filing is a shelf registration statement relating to a resale offering by
certain Oramed stockholders of approximately 8.5 million shares of common stock
and approximately 4.8 million shares of common stock issuable upon the exercise
of warrants held by stockholders of Oramed who purchased such securities in
private placement transactions.
This
press release is made in accordance with Rule 135 under the Securities Act.
Registration statements relating to these securities have been filed with the
Securities and Exchange Commission but have not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the applicable registration statement becomes effective. This press release
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.
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 Oramed, 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 Oramed’s ability to obtain
additional funding required to conduct its research, development and
commercialization activities. Please refer to Oramed’s filings with the
Securities and Exchange Commission for a comprehensive list of risk factors that
could cause actual results, performance or achievements of Oramed to differ
materially from those expressed or implied in such forward looking statements.
Oramed undertakes no obligation to update or revise any forward-looking
statements.
Company
Contact:
Oramed
Pharmaceuticals
Tara Horn
Phone:
+972-54-334-318
Email:
Tara@oramed.com