As filed with the Securities and Exchange Commission on July 12, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
ORAMED PHARMACEUTICALS INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 98-0376008 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
| 1185 Avenue of the Americas, 3rd Floor, New York, New York | 10036 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Oramed Pharmaceuticals Inc. Amended and Restated 2019 Stock Incentive Plan
(Full Title of the Plan)
Vcorp Services, LLC
1811 Silverside Road
Wilmington, Delaware 19810
(Name and address of agent for service)
(888) 528 2677
(Telephone number, including area code, of agent for service)
Copies to:
Oded Har-Even, Esq.
Howard E. Berkenblit, Esq.
Sullivan & Worcester LLP
1633 Broadway
New York, NY 10019
Telephone: (212) 660-3000
Facsimile: (212) 660-3001
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer | ☐ | |
| Non-accelerated filer ☒ | Smaller reporting company | ☒ | |
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
On October 23, 2019, Oramed Pharmaceuticals Inc. (the “Company”) filed a Registration Statement on Form S-8 (File No. 333-234303) (the “Original Registration Statement”) with the Securities and Exchange Commission (the “Commission”) to register an aggregate of 1,000,000 shares of common stock, par value $0.012 per share of the Company (the “Common Stock”), that may be issued pursuant to the Company’s 2019 Stock Incentive Plan (the “2019 Plan”).
On August 11, 2020, the Company filed a Registration Statement on Form S-8 (File No. 333-244380) (the “Second Registration Statement”) with the Commission to register an additional aggregate of 2,000,000 shares of Common Stock that may be issued pursuant to the 2019 Plan.
The Company is filing this Registration Statement on Form S-8 to register an additional 4,500,000 shares of Common Stock which may be issued in connection with securities awards, which may hereafter be granted under the 2019 Plan, as amended.
Pursuant to General Instruction E to Form S-8, the contents of the Original Registration Statement and the Second Registration Statement are incorporated herein by reference, except for Item 3 and Item 8 of Part II of the Original Registration Statement and the Second Registration Statement, which are being updated by this registration statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, which have been filed by us with the Commission, are incorporated by reference in and made a part of this registration statement, as of their respective dates:
(a) Our Annual Report on Form 10-K for the fiscal year ended August 31, 2021, filed with the Commission on November 24, 2021;
(b) Our Quarterly Reports on Form 10-Q for the quarterly period ended November 30, 2021, filed with the Commission on January 11, 2021; for the transition period between September 1, 2021 and December 31, 2022, filed with the Commission on March 30, 2022; and for the quarterly period ended March 31, 2022, filed with the Commission on May 12, 2022;
(c) Our Current Reports on Form 8-K filed with the Commission on September 1, 2021, October 29, 2021, November 4, 2021, December 8, 2021, January 12, 2022, February 28, 2022, April 4, 2022, June 30, 2022 and July 7, 2022; and
(d) The description of our common stock contained in our Form 8-A filed with the Commission on May 29, 2003, as updated by our Form 8-A filed with the Commission on February 7, 2013, including any amendments or reports filed for purposes of updating such description.
All documents subsequently filed by us with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
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Item 8. Exhibits
| * | filed herewith |
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Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on July 12, 2022.
| ORAMED PHARMACEUTICALS INC. | ||
| By: | /s/ Nadav Kidron | |
| Name: | Nadav Kidron | |
| Title: | President and Chief Executive Officer | |
Each person whose signature appears below authorizes each of Nadav Kidron and David Silberman, or either of them acting individually, as his or her true and lawful attorney-in-fact, each with full power of substitution, to sign the Registration Statement on Form S-8 of Oramed Pharmaceuticals Inc., including any and all post-effective amendments, in the name and on behalf of each such person, individually and in each capacity stated below, and to file the same, with exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Nadav Kidron | President, Chief Executive Officer and Director | July 12, 2022 | ||
| Nadav Kidron | (Principal Executive Officer) | |||
| /s/ David Silberman | Chief Financial Officer and Treasurer | July 12, 2022 | ||
| David Silberman | (Principal Financial Officer and Principal Accounting Officer) | |||
| /s/ Miriam Kidron | Director | July 12, 2022 | ||
| Miriam Kidron | ||||
| /s/ Arie Mayer | Director | July 12, 2022 | ||
| Arie Mayer | ||||
| /s/ Yadin Rozov | Director | July 12, 2022 | ||
| Yadin Rozov | ||||
| /s/ Leonard Sank | Director | July 12, 2022 | ||
| Leonard Sank |
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