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 26, 2021
| 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.) |
| 1185 Avenue of the Americas, Third Floor, New York, New York | 10036 | |
| (Address of Principal Executive Offices) | (Zip Code) |
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:
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Common Stock, par value $0.012 | ORMP | The Nasdaq Capital Market, Tel Aviv Stock Exchange |
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. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On September 1, 2021, Oramed Pharmaceuticals Inc. (the “Company”) entered into a controlled equity offering agreement (the “Cantor Equity Distribution Agreement”) with Cantor Fitzgerald & Co., as agent (“Cantor Fitzgerald”), pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $100,000,000 from time to time through Cantor Fitzgerald.
Any sales of shares of common stock pursuant to the Cantor Equity Distribution Agreement will be made pursuant to an effective shelf registration statement on Form S-3, the prospectus contained therein and a prospectus supplement related thereto filed with the U.S. Securities and Exchange Commission. Cantor Fitzgerald may sell the Company’s common stock (A) in privately negotiated transactions with the Company’s consent; (B) as block transactions; or (C) by any other method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including sales made directly on The Nasdaq Capital Market or sales made into any other existing trading market for the Company’s common stock. Subject to the terms and conditions of the Cantor Equity Distribution Agreement, Cantor Fitzgerald will use its commercially reasonable efforts to sell the shares of the Company’s common stock from time to time, based upon the Company’s instructions (including any price, time or size limits or other parameters or conditions that the Company may impose). The Company will pay to Cantor Fitzgerald a cash commission of 3.0% of the gross proceeds from the sale of any shares of common stock by Cantor Fitzgerald under the Cantor Equity Distribution Agreement. The Company will also reimburse Cantor Fitzgerald for certain specified expenses in connection with entering into the Cantor Equity Distribution Agreement. The Company and Cantor Fitzgerald have also provided each other with customary indemnification rights.
The Company is not obligated to make any sales of common stock under the Cantor Equity Distribution Agreement and no assurance can be given that the Company will sell any shares under the Cantor Equity Distribution Agreement, or, if it does, as to the price or amount of shares that the Company will sell, or the dates on which any such sales will take place. The Cantor Equity Distribution Agreement may be terminated by either party at any time upon five days’ notice to the other party, or by Cantor Fitzgerald at any time in certain circumstances.
The foregoing description of the Cantor Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the full text of the Cantor Equity Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K 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.
Item 1.02. Termination of a Material Definitive Agreement.
On August 26, 2021, the Company delivered written notice to Canaccord Genuity LLC to terminate that certain Equity Distribution Agreement dated July 15, 2021 by and between the Company and Canaccord Genuity LLC (the “Canaccord Equity Distribution Agreement”) effective as of August 31, 2021. Pursuant to the Canaccord Equity Distribution Agreement, the Company could issue and sell shares of its common stock having an aggregate offering price of up to $100,000,000 from time to time through Canaccord Genuity. Prior to its termination, the Company received approximately $5,129,000 in net proceeds from the sales of its common stock pursuant to the Canaccord Equity Distribution Agreement. No termination penalties were incurred by the Company in connection with the termination of the Canaccord Equity Distribution Agreement.
The material terms of the Canaccord Equity Distribution Agreement are described in, and the Canaccord Equity Distribution Agreement is filed as Exhibit 1.1 to, the Company’s Current Report on Form 8-K filed on July 15, 2021.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| 1.1 | Equity Distribution Agreement, dated September 1, 2021, by and between the Company and Cantor Fitzgerald & Co. |
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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.
| ORAMED PHARMACEUTICALS INC. | ||
| By: | /s/ Nadav Kidron | |
| Name: | Nadav Kidron | |
| Title: | President and CEO | |
September 1, 2021
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