Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On February 23, 2023, the board of directors of Oramed Pharmaceuticals Inc. (the
"Company") adopted Fourth Amended and Restated By-laws (the "By-laws"), which
became effective immediately, to among other things, (i) implement rules for
stockholder action by written consent, including procedures for a record date to
be set by the board of directors of the Company in connection with such action,
information requirements, the engagement of an independent inspector of election
and timing requirements, (ii) eliminate outdated or unnecessary provisions that
are governed by the Delaware General Corporation Law, (iii) limit the Company's
required indemnification of a person party to or threatened to be made a party
to any proceeding commenced by such person only if the commencement of such
proceeding was authorized by the Board, (iv) reduce any obligation to indemnify
or advance expenses to a person serving at the Company's request as a director
or officer of another entity by any amount such person may collect as
indemnification or advancement of expenses from such other entity and (v) with
respect to the ability of the stockholders of the Company to alter, amend or
repeal the By-laws or adopt new by-laws of the Company, require the affirmative
vote of the holders of a majority in voting power of the outstanding shares of
capital stock of the Company entitled to vote thereon.
The foregoing description of the By-laws is qualified in its entirety by
reference to the full text of the By-laws, a copy of which is filed as Exhibit
3.1 to this Current Report on Form 8-K and which is incorporated herein by
reference. In addition, a marked copy of the By-laws indicating the changes made
to such document is filed as Exhibit 3.2 to this Current Report on Form 8-K,
which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Fourth Amended and Restated By-laws, adopted effective February 23,
2023. (Filed herewith).
3.2 Fourth Amended and Restated By-laws, adopted effective February 23,
2023 (marked copy). (Filed herewith).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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