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): December 27, 2010
ORAMED
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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000-50298
(Commission File Number)
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98-0376008
(IRS Employer
Identification No.)
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Hi-Tech
Park 2/5 Givat Ram
PO
Box 39098
Jerusalem,
Israel 91390
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 972-2-566-0001
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 (see General Instruction A.2. below):
¨ 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))
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ITEM
1.01
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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On December 21, 2010 Oramed
Pharmaceuticals Inc. (the "Corporation") entered into a
Share Purchase Agreement with Attara Fund, Ltd. for the sale of up to 6,250,000
shares of common stock of the Corporation ("Shares") and warrants to
purchase up to 2,187,500 Shares, for a total purchase price of up to $2,000,000
in cash (subject to a post-closing limit of 9.9% of the Corporation's
outstanding Shares). The Shares and warrants
will be sold in units at a price per unit of $0.32, each unit consisting of
one Share and a warrant to purchase 0.35 of an ordinary share. The
warrants have an exercise price of $0.50 per Share, subject to adjustment, and a
term of five years commencing from the closing of the private placement, which
is expected to occur in January 2011.
The sale
of the units will not be registered under the Securities Act of 1933, as amended
(the “Securities
Act”). The issuance of the units will be a private placement
to an “accredited
investor” as defined in Rule 501(a) of Regulation D and is exempt from
registration under Section 4(2) of the Securities Act and Rule 505 of
Regulation D promulgated thereunder. There were no underwriting fees or
commissions associated with this transaction.
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ITEM
3.02
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UNREGISTERED
SALES OF EQUITY SECURITIES
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To the
extent required by Item 3.02 of Form 8-K, the information set forth in Item 1.01
of this Current Report on Form 8-K is incorporated by reference into this Item
3.02.
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.
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ORAMED PHARMACEUTICALS
INC.
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Dated:
December 27, 2010
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By:
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/s/ Nadav
Kidron
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Nadav
Kidron
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President,
CEO and Director
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