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): April 9, 2020

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

As previously reported, on a Current Report on Form 8-K dated February 27, 2020, Oramed Pharmaceuticals Inc., a Delaware corporation, or the Company, entered into an underwriting agreement dated February 27, 2020, or the Underwriting Agreement, with National Securities Corporation., a wholly owned subsidiary of National Holdings Corporation, or the Underwriter, in connection with a public offering, or the Offering, of 5,250,000 shares of the Company’s common stock, par value $0.012 per share, or the Common Stock, at an offering price of $4.00 per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter a 45-day option, or the Over-Allotment Option, to purchase from the Company up to an additional 787,500 shares of Common Stock, or the Additional Shares, at the public offering price. In connection with the Offering, the Company also agreed to issue to the Underwriter, or its designees, warrants, or the Underwriter’s Warrants, to purchase up to an aggregate of 7% of the shares of Common Stock sold in the Offering (including any Additional Shares), at an exercise price of $4.80 per share.  The Underwriter’s Warrants to be issued in the Offering will be exercisable at any time and from time to time, in whole or in part, commencing six months from issuance for a period of three years from the date of issuance.

On April 9, 2020, the Company issued 180,561 shares of Common Stock and 12,640 Underwriter’s Warrants pursuant to a partial exercise by the Underwriter of the Over-Allotment Option, or the Partial Over-Allotment Option Exercise. The net proceeds to the Company from the Offering, including from the Partial Over-Allotment Option Exercise, after deducting the underwriting discount and the Company’s estimated Offering expenses, are expected to be approximately $20.2 million. The Company intends to use the net proceeds of the Offering for its anticipated Phase 3 clinical trial in ORMD-0801 (Oral Insulin) and for other clinical trials and research and development activities as well as for general corporate purposes.

The Common Stock, the Underwriter’s Warrants and the shares of common stock issuable upon the exercise thereof were issued pursuant to a prospectus supplement dated as of February 27, 2020, which was filed with the Securities and Exchange Commission, or the SEC, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. No. 333-236194), which became effective on February 10, 2020, and the base prospectus dated as of February 10, 2020 contained in such registration statement. This Current Report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the 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. 

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.

April 9, 2020