Item
1.01.
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Entry
into a Material Definitive Agreement.
|
On
February 27, 2020, Oramed Pharmaceuticals Inc., a Delaware corporation, or the Company, entered into an underwriting agreement,
or the Underwriting Agreement, with National Securities Corporation., a
wholly owned subsidiary of National Holdings Corporation, or National 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 (the “Common Stock”),
at an offering price of $4.00 per share. Under the terms of the Underwriting Agreement, the Company has granted the Underwriter
a 45-day 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 National, 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.
The
closing of the Offering is expected to occur on or about March 2, 2020, or the Closing Date, subject to the satisfaction of customary
closing conditions. The net proceeds to the Company from the Offering, after deducting the underwriting discount and the Company’s
estimated Offering expenses, are expected to be approximately $19.3 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 will be issued
pursuant to a prospectus supplement dated as of February 27, 2020, which will be 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.
Copies
of the Underwriting Agreement and the form of Underwriter’s Warrant are filed as Exhibits 1.1, and 4.1, respectively, to
this Current Report and are incorporated by reference herein. The foregoing summaries of such documents are subject to, and qualified
in their entirety by reference to, such exhibits. The Underwriting Agreement contains representations and warranties that the
parties made in the context of all of the terms and conditions of that agreement and in the context of the specific relationship
between the parties. The opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP regarding the validity of the securities
referenced above is filed as Exhibit 5.1 to this Current Report.
Warning
Concerning Forward Looking Statements
This
Current Report on Form 8-K contains statements which constitute forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present
intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons,
including some reasons which are beyond the Company’s control. For example, this Current Report states that the Offering
is expected to close on or about March 2, 2020. In fact, the closing of the Offering is subject to various conditions and contingencies
as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified
contingencies do not occur, this Offering may not close. For this reason, among others, you should not place undue reliance upon
the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update
any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Current Report.