Oramed Pharmaceuticals : Other Report or Announcement

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): March 18, 2024
			ORAMED PHARMACEUTICALS INC.
	(Exact name of registrant as specified in its charter)
DELAWARE	001-35813			98-0376008
(State or Other Jurisdiction			(Commission File Number)			(IRS Employer
of Incorporation)								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-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
• Pre-commencementcommunications 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 March 18, 2024, Oramed Pharmaceuticals Inc. (the "Company") entered into an at the market offering agreement (the "ATM Agreement") with Rodman & Renshaw LLC and StockBlock Securities LLC as sales agents (each, an "Agent" and together, the "Agents"), pursuant to which the Company may issue and sell in transactions that are deemed to be "at the market" offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), shares of its common stock, par value $0.012 per share, having a maximum aggregate offering price of up to $75,000,000 from time to time through the Agents.

Any sales of shares of common stock pursuant to the ATM Agreement will be made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-257926), which was declared effective by the Securities and Exchange Commission (the "SEC") on July 26, 2021, the prospectus contained therein and a prospectus supplement related thereto dated March 18, 2024, filed with the SEC. The Agents 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, 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 ATM Agreement, each Agent will use its commercially reasonable efforts consistent with normal trading and sales practices 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 each Agent a cash commission of up to 3.0% of the gross proceeds from the sale of any shares of common stock sold by that Agent under the ATM Agreement. The Company will also reimburse the Agents for certain specified expenses in connection with entering into the ATM Agreement. The Company and the Agents have also provided each other with customary indemnification rights.

The Company is not obligated to make any sales of common stock under the ATM Agreement, and the Agents are not obligated to buy or sell any shares under the ATM Agreement, and no assurance can be given that the Company will sell any shares under the ATM 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 ATM Agreement may be terminated by any party at any time upon five days' notice to the other parties, or by the Agents at any time in certain circumstances.

The foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM 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. Any offer will be made only by means of a prospectus, consisting of a prospectus supplement and the accompanying base prospectus, forming a part of the effective registration statement.

Item 1.02. Termination of a Material Definitive Agreement.

On March 12, 2024, the Company delivered written notice to Cantor Fitzgerald & Co. ("Cantor Fitzgerald") to terminate that certain Controlled Equity Offering Agreement, dated September 1, 2021, by and between the Company and Cantor Fitzgerald (the "Cantor Agreement"), effective as of March 17, 2024. Pursuant to the Cantor 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 Cantor Fitzgerald. Prior to its termination, the Company received approximately $26.25 million in net proceeds from the sales of its common stock pursuant to the Cantor Agreement. No termination penalties were incurred by the Company in connection with the termination of the Cantor Agreement.

The material terms of the Cantor Agreement are described in, and the Cantor Agreement was filed as Exhibit 1.1 to, the Company's Current Report on Form 8-K filed on September 1, 2021.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1 At The Market Offering Agreement, dated March 18, 2024, by and among the Company, Rodman & Renshaw LLC and StockBlock Securities LLC.

5.1 Opinion of Sullivan & Worcester LLP.

23.1 Consent of Sullivan & Worcester LLP (contained in Exhibit 5.1).

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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

March 18, 2024

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Exhibit 1.1

Oramed Pharmaceuticals Inc.

Shares of Common Stock (par value $0.012 per share)

AT THE MARKET OFFERING AGREEMENT

March 18, 2024

Rodman & Renshaw LLC

600 Lexington Avenue, 32nd Floor

New York, NY 10022

StockBlock Securities LLC

600 Lexington Avenue, 32nd Floor

New York, New York 10022

Ladies and Gentlemen:

Oramed Pharmaceuticals Inc., a Delaware corporation (the "Company"), confirms its agreement (this "Agreement") with Rodman & Renshaw LLC ("Rodman") and StockBlock Securities LLC ("StockBlock"; each of StockBlock and Rodman individually a "Manager" and together, the "Managers"), as of the date first written above, as follows:

The Company has prepared and filed, in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations thereunder (collectively, the "Securities Act"), with the Securities and Exchange Commission (the "Commission") a "shelf" registration statement on Form S-3 (File No. 333-257926) (the "Initial Registration Statement") under the Securities Act, including a base prospectus, relating to the securities registered pursuant to such registration statement, which registration statement incorporates by reference documents which the Company has filed, or will file, in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "Exchange Act"). Such registration statement has become effective under the Securities Act.

Except where the context otherwise requires, "Registration Statement," as used herein, means the registration statement, as amended, at the time of such registration statement's effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Managers (the "Effective Time"), including (i) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (ii) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of the registration statement at the Effective Time, (iii) any registration statement filed to register the offer and sale of Placement Shares (as defined below) pursuant to Rule 462(b) under the Securities Act and (iv) one or more additional effective registration statements on Form S-3 from time to time that will contain a base prospectus and related prospectus or prospectus supplement, if applicable (which shall be a Prospectus Supplement), with respect to the Placement Shares.

Except where the context otherwise requires, "Base Prospectus," as used herein, means any such base prospectus and any base prospectus furnished to you by the Company and attached to or used with the Prospectus Supplement (as defined below).

Except where the context otherwise requires, "Prospectus Supplement," as used herein, means the final prospectus supplement, relating to the Placement Shares, most recently filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act in the form furnished by the Company to you for use by you in connection with the offering of the Placement Shares.

Except where the context otherwise requires, "Prospectus," as used herein, means the Prospectus Supplement together with the Base Prospectus attached to or used with the Prospectus Supplement or, if any one or more additional effective registration statements on Form S-3 is filed after the date hereof that contain a prospectus with respect to the Placement Shares, such prospectus.

Neither Manager has offered or sold and will not offer or sell, without the Company's consent, any Placement Shares by means of any "free writing prospectus" (as defined in Rule 405 under the Securities Act) that is required to be filed by either Manager or the Company with the Commission pursuant to Rule 433 under the Securities Act.

"Issuer Free Writing Prospectuses," as used herein, means each "issuer free writing prospectus" (as defined in Rule 433(h)(1) under the Securities Act), if any, relating to the Placement Shares.

"Disclosure Package," as used herein, means, with respect to any Placement Shares (including the public offering price of such Placement Shares), the Prospectus and any Issuer Free Writing Prospectuses issued at or prior to the Applicable Time.

"Applicable Time," as used herein, means, with respect to any Placement Shares, the time of sale of such Placement Shares pursuant to this Agreement.

Any reference herein to the Registration Statement, any Base Prospectus, the Prospectus Supplement, or the Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the "Incorporated Documents"), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, any Base Prospectus, the Prospectus Supplement, or the Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of such Base Prospectus, the Prospectus Supplement, or the Prospectus, as the case may be, and deemed to be incorporated therein by reference.

As used in this Agreement, "business day" shall mean a day on which The Nasdaq Capital Market (the "Nasdaq") is open for trading. The terms "herein," "hereof," "hereto," "hereinafter" and similar terms, as used in this Agreement, shall in each case refer to this Agreement as a whole and not to any particular section, paragraph, sentence or other subdivision of this Agreement. The term "or," as used herein, is not exclusive.

1. Issuance and Sale of Placement Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it shall have the option, but not the obligation, to issue and sell through the Managers, acting as sales agents, shares of common stock, $0.012 par value per share (the "Common Shares"), of the Company having an aggregate offering price of up to $75,000,000 (the "Placement Shares"). The Placement Shares will be sold on the terms set forth herein at such times and in such amounts as the Company and the Designated Manager (as defined below) shall agree from time to time. The issuance and sale of the Placement Shares through the Managers will be effected pursuant to the Registration Statement filed by the Company and declared effective by the Commission (or, in the case of the 462(b) Registration Statement, became or will become effective upon filing with the Commission).

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2. Placements.

1. Placement Notice. Each time that the Company wishes to issue and sell Placement Shares hereunder (each, a "Placement"), it will notify a Manager (the "Designated Manager") by e-mail notice (or other method mutually agreed to in writing by the parties) containing the parameters within which it desires to sell the Placement Shares, which shall at a minimum include the number of Placement Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made (a "Placement Notice"), a form of which shall be mutually agreed upon by the Company and the Designated Manager. The Placement Notice shall originate from any of the individuals (each an "Authorized Representative") from the Company set forth on Schedule 1(with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from the Designated Manager set forth on Schedule 1attached hereto, as such Schedule 1may be amended from time to time. The Placement Notice shall be effective upon confirmation by the Designated Manager unless and until (i) the Designated Manager declines to accept the terms contained therein for any reason, in its sole discretion, in accordance with the notice requirements set forth in Section 4; provided the Designated Manager delivers written notice thereof to the Company within two (2) business days after receipt of such Placement Notice, (ii) the entire amount of the Placement Shares have been sold, (iii) the Company suspends or terminates the Placement Notice in accordance with the notice requirements set forth in Section 4, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice, or (v) the Agreement has been terminated under the provisions of Section 12.
2. 1. Placement Fee. The amount of compensation to be paid by the Company to the Designated Manager with respect to each Placement (in addition to any expense reimbursement pursuant to Section 7(i)(ii)) shall be up to 3.0% of gross proceeds from each Placement.
   2. No Obligation. It is expressly acknowledged and agreed that neither the Company nor the Designated Manager will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to the Designated Manager, and then only upon the terms specified therein and herein. It is also expressly acknowledged that the Designated Manager will be under no obligation to purchase Placement Shares on a principal basis. Unless otherwise provided herein, in the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice control.

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1. Sale of Placement Shares by the Managers. Subject to the terms and conditions of this Agreement, upon the Company's issuance of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, or otherwise terminated in accordance with the terms of this Agreement, the Designated Manager will use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Company and as agent, such Placement Shares up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. The Company acknowledges that the Designated Manager will conduct the sale of Placement Shares in compliance with applicable law, rules and regulations including, without limitation, Regulation M under the Exchange Act, and applicable Nasdaq rules and that such compliance may include a delay in commencement of sales efforts after receipt of a Placement Notice. The Designated Manager will provide written confirmation to the Company, as provided in Section 13, no later than the opening of the Trading Day (as defined below) next following the Trading Day on which they have made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the compensation payable by the Company to the Designated Manager with respect to such sales, and the Net Proceeds (as defined below) payable to the Company. The Designated Manager may sell Placement Shares by any method permitted by law deemed to be an "at the market" offering under Rule 415 of the Securities Act, including without limitation sales made directly on the Nasdaq, on any other existing trading market for the Common Shares or to or through a market maker in a transaction consummated other than on an exchange, or in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices. Notwithstanding anything to the contrary set forth in this Agreement or a Placement Notice, the Company acknowledges and agrees that (i) there can be no assurance that the Designated Manager will be successful in selling any Placement Shares or as to the price at which any Placement Shares are sold, if at all, and (ii) the Designated Manager will incur no liability or obligation to the Company or any other person or entity if they do not sell Placement Shares for any reason other than a failure by the Designated Manager to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell on behalf of the Company and as agent such Placement Shares as provided under this Section 3. For the purposes hereof, "Trading Day" means any day on which Nasdaq is open for trading. While a Placement Notice is in effect, neither the Designated Manager nor any of its subsidiaries shall, for its own account, engage in (i) any short sale of any security of the Company, as defined in Regulation SHO under the Exchange Act, or (ii) any market making bidding, stabilization or other trading activity with regard to the Common Shares or related derivative securities, in each case, if such activity would be prohibited under Regulation M under the Exchange Act or other anti- manipulation rules under the Securities Act. For the avoidance of doubt, this restriction shall not apply to (A) transactions by or on behalf of any customer of the Designated Manager or transactions by the Designated Manager to facilitate any such transactions by or on behalf of any customer of the Designated Manager, or (B) bona fide market making activities otherwise in compliance with Regulation M and Regulation SHO.
2. Suspension of Sales.
3. 1. The Company or the Designated Manager may, upon notice to the other party in writing, by telephone (confirmed immediately by verifiable facsimile transmission or e-mail) or by e-mail notice (or other method mutually agreed to in writing by the parties), suspend any sale of Placement Shares; provided, however, that such suspension shall not affect or impair either party's obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. The Company agrees that no such notice shall be effective against the Designated Manager unless it is made to one of the individuals named on Schedule 1hereto, as such Schedule may be amended from time to time.
   2. Notwithstanding any other provision of this Agreement, during any period in which the Company is in possession of material non-public information, the Company and the Designated Manager (provided the Designated Manager has been given prior written notice of such by the Company, which notice the Designated Manager agrees to treat confidentially) agree that no sale of Placement Shares will take place.

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1. Settlement.
2. 1. Settlement of Placement Shares. Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) business day and, on and after May 28, 2024, on the first (1st) Trading Day (or such earlier day as is agreed by the parties to be industry practice for regular-way trading) following the date on which such sales are made (each a "Settlement Date"). The amount of proceeds to be delivered to the Company on a Settlement Date against the receipt of the Placement Shares sold ("Net Proceeds") will be equal to the aggregate sales price at which such Placement Shares were sold, after deduction for (i) the commission or other compensation for such sales payable by the Company to the Designated Manager, as the case may be, pursuant to Section 2hereof, (ii) any other amounts due and payable by the Company to the Designated Manager hereunder pursuant to Section 7(i)hereof, and (iii) any transaction fees imposed by any governmental or self-regulatory organization in respect of such sales.
   2. Delivery of Placement Shares. On each Settlement Date, the Company will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the Designated Manager's accounts or its designee's account at The Depository Trust Company through its Deposit Withdrawal Agent Commission System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares, which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form, the Designated Manager will, on each Settlement Date, deliver the related Net Proceeds in same day funds delivered to an account designated by the Company prior to the Settlement Date. If the Company defaults in its obligation to deliver Placement Shares on a Settlement Date through no fault of the Designated Manager, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 10hereto, it will (i) hold the Designated Manager harmless against any loss, claim, damage, or reasonable documented expense (including reasonable documented legal fees and expenses), as incurred, arising out of or in connection with such default by the Company and (ii) pay to the Designated Manager any commission, discount, or other compensation to which it would otherwise have been entitled absent such default; provided, however, that without limiting Section 10herein, the Company shall not be obligated to pay the Designated Manager any commission, discount or other compensation on any Placement Shares that it is not possible to settle due to: (i) a suspension or material limitation in trading in securities generally on the Nasdaq; or (ii) a material disruption in securities settlement or clearance services in the United States.
   3. Sales Through Managers. The Company agrees that any offer to sell, any solicitation of an offer to buy, or any sales of Placement Shares shall only be effected by or through a Manager, and only a single Manager, on any single given date, and in no event shall the Company request that more than one Manager sell shares on the same day.
3. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, each Manager that as of the date of this Agreement and as of each Applicable Time unless such representation or warranty specifies a different time:
4. 1. the Registration Statement has heretofore become effective under the Securities Act or, with respect to any registration statement to be filed to register the offer and sale of Placement Shares pursuant to Rule 462(b) under the Securities Act, will be filed with the Commission and become effective under the Securities Act no later than 10:00 P.M., New York City time, on the date of determination of the public offering price for the Placement Shares; no stop order of the Commission preventing or suspending the use of any Base Prospectus, the Prospectus Supplement, or the Prospectus, or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have been instituted or, to the Company's knowledge, are contemplated by the Commission;

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1. as of the Effective Time, the Registration Statement complied in all material respects with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Placement Shares as contemplated hereby have been satisfied, including General Instruction I.B.1 of such Form S-3, if applicable; the Registration Statement meets, and the offering and sale of the Placement Shares as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act; the Registration Statement did not, as of the Effective Time, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; the Disclosure Package, as of the Applicable Time, did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; the Prospectus will comply, as of the date that it is filed with the Commission, the time of purchase, and at all times during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Placement Shares, in all material respects, with the requirements of the Securities Act (including, without limitation, Section 10(a) of the Securities Act); at no time during the period that begins on the date of the Prospectus Supplement and ends at the later of the time of purchase, and the end of the period during which a prospectus is required by the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with any sale of Placement Shares did or will the Prospectus, as then amended or supplemented, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty in this Section 6(b) or otherwise with respect to any statement contained in the Registration Statement, the Disclosure Package or the Prospectus made in reliance upon and in conformity with information concerning each Manager and furnished in writing by or on behalf of each Manager to the Company expressly for use in the Registration Statement, the Disclosure Package or the Prospectus; each Incorporated Document, at the time such document was filed, or will be filed, with the Commission or at the time such document became or becomes effective, as applicable, complied or will comply, in all material respects, with the requirements of the Exchange Act and did not or will not, as applicable, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
2. prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Placement Shares that are subject to this Agreement by means of any "prospectus" (within the meaning of the Securities Act) or used any "prospectus" (within the meaning of the Securities Act) in connection with the offer or sale of the Placement Shares that are subject to this Agreement; neither the Company nor the Managers are disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act, from using, in connection with the offer and sale of the Placement Shares, "free writing prospectuses" (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an "ineligible issuer" (as defined in Rule 405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act with respect to the offering of the Placement Shares contemplated by the Registration Statement, without taking into account any determination by the Commission pursuant to Rule 405 under the Securities Act that it is not necessary under the circumstances that the Company be considered an "ineligible issuer";

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