As filed
with the Securities and Exchange Commission on December 22, 2009.
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
______________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
______________
ORAMED PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
Nevada
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98-0376008
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(State
or other jurisdiction
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(I.R.S.
Employer Identification No.)
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of
incorporation or organization)
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Hi-Tech
Park, 2/5 Givat Ram, PO Box 39098, Jerusalem ,Israel
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91390
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(Address
of principal executive offices)
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(Zip
Code)
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2006
Stock Option Plan
2008
Stock Incentive Plan
Non-plan employee
options
(Full
title of the plan)
The
Corporation Trust Company of Nevada
6100 Neil Road, Suite 500,
Reno, Nevada, U.S.A., 89511
(Name and
address of agent for service)
(800)
624-0909
(Telephone
number, including area code, of agent for service)
Copy
to:
Eliezer
M. Helfgott, Esq.
Blank
Rome LLP
405
Lexington Avenue
New York,
New York 10174
Indicate
by check mark whether the registrant is large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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(Do
not check if a smaller reporting company)
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Smaller
reporting company x
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CALCULATION OF REGISTRATION
FEE
Title of Securities to
be Registered
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Amount to be
Registered(1)
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Proposed Maximum
Aggregate Offering
Price Per Share
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Proposed
Maximum
Aggregate Offering
Price
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Amount of
Registration
Fee
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Common
stock, $0.001 per value per share
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1,900,000 |
(2) |
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$ |
0.41 |
(7) |
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$ |
779,000 |
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$ |
55.54 |
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Common
stock, $0.001 per value per share
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1,100,000 |
(3) |
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$ |
0.41 |
(7) |
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$ |
451,000 |
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$ |
32.16 |
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Common
stock, $0.001 per value per share
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3,470,000 |
(4) |
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$ |
0.41 |
(7) |
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$ |
1,422,700 |
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$ |
101.44 |
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Common
stock, $0.001 per value per share
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4,530,000 |
(5) |
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$ |
0.41 |
(7) |
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$ |
1,857,300 |
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$ |
132.43 |
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Common
stock, $0.001 per value per share
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3,361,360
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(6) |
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$ |
0.001 |
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$ |
3,361.3 |
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$ |
0.24 |
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Total:
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14,361,360 |
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$ |
4,513,361.36 |
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$ |
321.81 |
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(1)
Pursuant to Rule 416(a) under the Securities Act, the shares being registered
hereunder include such indeterminate number of shares of our common stock as may
be issued from time to time with respect to the shares being registered
hereunder as a result of stock splits, stock dividends or similar
transactions.
(2)
Represents shares issuable to certain employees and consultants of the
registrant upon exercise of options granted under the registrant’s 2006 Stock
Option Plan.
(3)
Represents shares reserved for issuance upon the exercise of options that may be
granted under the registrant’s 2006 Stock Option Plan.
(4)
Represents shares issuable to certain employees and consultants of the
registrant upon exercise of options granted under the registrant’s 2008 Stock
Incentive Plan.
(5)
Represents shares reserved for issuance upon the exercise of options that may be
granted under the registrant’s 2008 Stock Incentive Plan.
(6)
Represents shares issuable to Dr. Miriam Kidron upon the exercise by Dr. Kidron
of options granted pursuant to the terms of the letter agreement, dated February
17, 2006, between the registrant (as Integrated Security Technologies, Inc.) and
Hadasit Medical Research Services and Development Ltd. at an exercise price of
$0.001 per share.
(7)
Estimated solely for purposes of calculating the registration fee
under Rule 457(h) of the Securities Act of 1933, as amended, on the basis of the
average of the bid and asked prices for the registrant’s common stock on the
Over-the-Counter Bulletin Board for the five days prior to the date
hereof.
PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I to
be contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933, as
amended, and the Note to Part I of Form S-8.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference
The
following documents previously filed by Oramed Pharmaceuticals, Inc. (the
“Company” or “Registrant”) with the Securities and Exchange Commission (the
“Commission”) are herein incorporated by reference:
1. The
Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2009,
filed pursuant to Section 13 of the Securities Exchange Act of 1934 (the
“Exchange Act”).
2. The
description of the Company’s Common Stock contained in the Registrant’s
Registration Statement on Form 8-A filed on May 29, 2003.
All
documents filed by the Company with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement, and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby 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 a 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 contained in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such
statement.
Item
4. Description of Securities
Not applicable.
Item
5. Interests of Named Experts and Counsel
Not applicable.
Item
6. Indemnification of Directors and Officers
Our Bylaws provide that we have the
power to indemnify, to the greatest allowable extent permitted under the General
Corporate Laws of Nevada, directors or executive officers of our company for any
duties or obligations arising out of any acts or conduct of the officer or
director performed for or on behalf of our company. We will reimburse each such
person for all legal and other expenses reasonably incurred by him in connection
with any such claim or liability, including power to defend such persons from
all suits or claims as provided for under the provisions of the General
Corporate Law of Nevada.
Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of our company under Nevada law or otherwise,
our company has been advised that the opinion of the Securities and Exchange
Commission is that such indemnification is against public policy as expressed in
the Securities Act of 1933 and is, therefore, unenforceable.
Item
7. Exemption from Registration Claimed
Not
applicable.
Item
8. Exhibits
Exhibit No.
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Description
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4.1
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Option
Certificate, dated December 13, 2009 issued to Miriam
Kidron
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5.1
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Opinion
of Snell & Wilmer LLP
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10.1
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Stock
Option Plan dated October 15, 2006 (incorporated by reference from the
registrant’s current report on Form 8-K filed on November 28,
2006).
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10.2
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Stock
Option Agreement dated November 23, 2006 (incorporated by reference from
the registrant’s current report on Form 8-K filed on November 28,
2006).
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10.3
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Oramed
Pharmaceuticals Inc. 2008 Stock Incentive Plan (incorporated by reference
from the registrant’s current report on Form 8-K filed on July 2,
2008)
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10.4
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Form
of Notice of Stock Option Award and Stock Option Award Agreement
(incorporated by reference from the registrant’s current report on Form
8-K filed on July 2, 2008).
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23.1
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Consent
of Kesselman & Kesselman
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23.2
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Consent
of Snell & Wilmer LLP (included in Exhibit 5)
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24
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Power
of Attorney (included on the Signature Page of this Registration
Statement)
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Item
9. Undertakings
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement
; and
(iii) To
include any material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material change to
such information in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range may
be reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in the
“Calculation of Registration Fee” table in the effective registration
statement;
Provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of
1934), that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act of 1933 and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933 and will be governed by the
final adjudication of such issue.
SIGNATURES
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 Jerusalem,
Israel, on December 21, 2009.
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/s/
Nadav Kidron
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Nadav
Kidron, President and Chief Executive
Officer
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Each
person whose signature appears below authorizes each of Nadav Kidron and Yifat
Zommer, 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
has been signed by the following persons in the capacities and on the dates
indicated.
Signature
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Title
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Date
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/s/ Nadav Kidron
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President,
Chief Executive Officer and
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December
21, 2009
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Nadav
Kidron
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Director
(Principal Executive Officer)
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/s/ Yifat Zommer
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Chief
Financial Officer (Principal
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December 21,
2009
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Yifat
Zommer
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Financial
and Accounting Officer)
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/s/ Miriam Kidron
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Chief
Medical and Technology Officer
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December
21, 2009
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Miriam
Kidron
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and
Director
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/s/ Leonard Sank
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Director
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December 21,
2009
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Leonard
Sank
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/s/ Harold Jacob
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Director
and member of the Scientific
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December 21,
2009
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Harold
Jacob
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Advisory
Board
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Exhibit
Index
Exhibit No.
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Description
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4.1
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Option
Certificate, dated December 13, 2009, issued to Miriam
Kidron
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5.1
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Opinion
of Snell & Wilmer LLP
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10.1
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Stock
Option Plan dated October 15, 2006 (incorporated by reference from the
registrant’s current report on Form 8-K filed on November 28,
2006).
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10.2
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Stock
Option Agreement dated November 23, 2006 (incorporated by reference from
the registrant’s current report on Form 8-K filed on November 28,
2006).
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10.3
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Oramed
Pharmaceuticals Inc. 2008 Stock Incentive Plan (incorporated by reference
from the registrant’s current report on Form 8-K filed on July 2,
2008)
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10.4
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Form
of Notice of Stock Option Award and Stock Option Award Agreement
(incorporated by reference from the registrant’s current report on Form
8-K filed on July 2, 2008).
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23.1
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Consent
of Kesselman & Kesselman
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23.2
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Consent
of Snell & Wilmer LLP (included in Exhibit 5)
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24
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Power
of Attorney (included on the Signature Page of this Registration
Statement)
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