Filed Pursuant to Rule 424(b)(5)
Registration No. 333-236194
PROSPECTUS SUPPLEMENT
(to Prospectus dated February 10, 2020)
5,250,000
Shares
Common
Stock
We are offering 5,250,000 shares of our
common stock, $0.012 par value per share, in this offering.
Our common stock is traded on the Nasdaq
Capital Market under the symbol “ORMP.” On February 26, 2020, the last reported sale price of our common stock on
the Nasdaq Capital Market was $4.70 per share. Our common stock is also listed on the Tel Aviv Stock Exchange, or TASE, under
the symbol “ORMP.”
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Per share
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Total
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Public offering price
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$
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4.00
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$
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21,000,000
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Underwriting discount(1)
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$
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0.28
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$
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1,470,000
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Proceeds to us, before expenses
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$
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3.72
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$
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19,530,000
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(1) We have also agreed to issue to
the underwriter, or its designees, warrants to purchase 7% of the shares of common stock sold in this offering at an exercise
price equal to 120% of the public offering price set forth above. See “Underwriting” beginning on page S-8 of this
prospectus supplement for additional information regarding underwriting compensation.
We have granted the underwriter an option for
a period of 45 days after the closing date of this offering to purchase up to 787,500 additional shares of our common stock on
the same terms as set forth above. If the underwriter exercises the option in full, the total proceeds to us, before expenses,
will be $22,459,500.
Investing in our common stock involves
a high degree of risk. See “Risk Factors” beginning on page S-3 of this prospectus supplement and in the documents
incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
The underwriter expects to deliver the
common stock on or about March 2, 2020 only in book-entry form through the facilities of The Depository Trust Company.
National Securities Corporation
The date of this prospectus supplement
is February 27, 2020
Table of Contents
Prospectus Supplement
Prospectus
ABOUT THIS PROSPECTUS
SUPPLEMENT
A registration statement on Form
S-3 (File No. 333-236194) utilizing a “shelf” registration process relating to the securities described in this prospectus
supplement was declared effective by the SEC on February 10, 2020. Under this “shelf” registration process,
of which this offering is a part, we may, from time to time, sell our common stock, warrants and units.
This document is in two parts. The first
part is this prospectus supplement, which describes the specific terms of this common stock offering and also adds to and updates
information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second
part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring
to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus
supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein filed
prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that
if any statement in one of these documents is inconsistent with a statement in another document having a later date — for
example, a document incorporated by reference in the accompanying prospectus — the statement in the document having
the later date modifies or supersedes the earlier statement.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference
herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating
risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover,
such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations,
warranties and covenants should not be relied on as accurately representing the current state of our affairs.
Neither we nor the underwriter have authorized
anyone to provide information different from that contained in this prospectus supplement and the accompanying prospectus, including
any free writing prospectus that we have authorized for use in this offering. When you make a decision about whether to
invest in our common stock, you should not rely upon any information other than the information in this prospectus supplement
or the accompanying prospectus, including any free writing prospectus that we have authorized for use in this offering.
Neither the delivery of this prospectus supplement or the accompanying prospectus, including any free writing prospectus that
we have authorized for use in this offering, nor the sale of our common stock means that information contained in this prospectus
supplement and the accompanying prospectus, including any free writing prospectus that we have authorized for use in this offering,
is correct after their respective dates. It is important for you to read and consider all information contained in this prospectus
supplement and the accompanying prospectus, including the information incorporated by reference into this prospectus supplement
and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering
in making your investment decision. You should also read and consider the information in the documents to which we have referred
you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain
Information by Reference” in this prospectus supplement.
We are offering to sell, and seeking offers
to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus
supplement and the accompanying prospectus and the offering of the common stock in certain jurisdictions may be restricted by
law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus
must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution
of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying
prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy,
any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which
it is unlawful for such person to make such an offer or solicitation.
Unless the context otherwise requires, all references in this
prospectus supplement to “we,” “our,” “Oramed” and “us” refer to Oramed Pharmaceuticals
Inc. and our wholly-owned subsidiaries. Our name and logo and the names of our products are our trademarks or registered
trademarks.
SPECIAL CAUTIONARY
NOTICE REGARDING FORWARD-LOOKING STATEMENTS
The statements contained in this prospectus
supplement, the accompanying prospectus and the documents incorporated herein and therein by reference that are not historical
facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995
and other federal securities laws. Words such as “expects,” “anticipates,” “intends,” “plans,”
“planned expenditures,” “believes,” “seeks,” “estimates” and similar expressions
or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive
means of identifying forward-looking statements as denoted in this prospectus supplement, the accompanying prospectus and the
documents incorporated herein and therein by reference. Additionally, statements concerning future matters are forward-looking
statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties
and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or
our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or
our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements
include, among other statements, statements regarding the following:
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the expected
development and potential benefits from our products in treating diabetes;
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the
prospects of entering into additional license agreements, or other partnerships or forms
of cooperation with other companies or medical institutions;
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future
milestones, conditions and royalties under the license agreement with Hefei Tianhui Incubator
of Technologies Co., Ltd.;
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our
research and development plans, including pre-clinical and clinical trials plans and
the timing of enrollment, obtaining results and conclusion of trials, including without
limitation, our expectation that we will initiate two six-month Phase III clinical trials,
and our expectation to file a New Drug Application thereafter;
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our
belief that our technology has the potential to deliver medications and vaccines orally
that today can only be delivered via injection;
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the
competitive ability of our technology based product efficacy, safety, patient convenience,
reliability, value and patent position;
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the
potential market demand for our products;
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our
expectation that in the upcoming year our research and development expenses, net, will
continue to be our major expenditure;
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our
expectations regarding our short- and long-term capital requirements;
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our
outlook for the coming months and future periods, including but not limited to our expectations
regarding future revenue and expenses; and
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information
with respect to any other plans and strategies for our business.
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Although forward-looking statements in
this in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference
reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us.
Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may
differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could
cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed below
under “Risk Factors,” as well as those under the heading “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the fiscal year ended August 31, 2019, or our Annual Report, as filed with the Securities and Exchange
Commission, or the SEC, on November 27, 2019, as well as those discussed elsewhere in our Annual Report and expressed from time
to time in our other filings with the SEC. In addition, historic results of scientific research, clinical and preclinical
trials do not guarantee that the conclusions of future research or trials would not suggest different conclusions. Also, historic
results referred to in this prospectus supplement, the accompanying prospectus and the documents
incorporated herein and therein by reference could be interpreted differently in light of additional research, clinical and preclinical
trials results. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the
date of this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference.
Except as required by law, we undertake 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 prospectus supplement, the accompanying prospectus and the documents
incorporated herein and therein by reference. You are urged to carefully review and consider the various disclosures made throughout
the entirety of this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference
which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results
of operations and prospects.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information
contained elsewhere or incorporated by reference into this prospectus supplement and the accompanying prospectus. This summary
does not contain all of the information that you should consider before investing in our securities. You should carefully read
this entire prospectus supplement and the accompanying prospectus, including the “Risk Factors” sections, on page
S-3 of this prospectus supplement, page 3 of the accompanying prospectus and beginning on page 11 of our Annual Report, as
well as the financial statements and the other information incorporated by reference herein, before making an investment decision.
Overview
We are a pharmaceutical company currently
engaged in the research and development of innovative pharmaceutical solutions, including an orally ingestible insulin capsule
to be used for the treatment of individuals with diabetes, and the use of orally ingestible capsules or pills for delivery of
other polypeptides.
Oral insulin: We are seeking
to transform the treatment of diabetes through our proprietary flagship product, an orally ingestible insulin capsule (ORMD-0801).
Our technology allows insulin to travel from the gastrointestinal tract via the portal vein to the bloodstream, revolutionizing
the manner in which insulin is delivered. It enables the passage in a more physiological manner than current delivery methods
of insulin. Our technology is a platform that has the potential to deliver medications and vaccines orally that today can only
be delivered via injection.
Oral Glucagon-Like Peptide-1:
Our second pipeline product is an orally ingestible exenatide (GLP-1 analog) capsule, which aids in the balance of blood-sugar
levels and decreases appetite. Glucagon-like peptide-1, or GLP-1, is an incretin hormone, which is a type of gastrointestinal
hormone that stimulates the secretion of insulin from the pancreas. The incretin concept was hypothesized when it was noted that
glucose ingested by mouth (oral) stimulated two to three times more insulin release than the same amount of glucose administered
intravenously. In addition to stimulating insulin release, GLP-1 was found to suppress glucagon release (hormone involved in regulation
of glucose) from the pancreas, slow gastric emptying to reduce the rate of absorption of nutrients into the blood stream and increase
satiety. Other important beneficial attributes of GLP-1 are its effects of increasing the number of beta cells (cells that manufacture
and release insulin) in the pancreas and, possibly, protection of the heart. In addition to our flagship product, the insulin
capsule, we are using our technology for an orally ingestible GLP-1 capsule (ORMD-0901).
Combination of Oral Insulin and
GLP-1 Analog: Our third pipeline product is a combination of our two primary products, oral insulin and oral exenatide.
Other products
We recently began developing a new drug
candidate, a weight loss treatment in the form of an oral leptin capsule. We anticipate initiating a proof of concept single dose
study for our oral leptin drug candidate to evaluate its pharmacokinetic and pharmacodynamics (glucagon reduction) in 10 type
1 adult diabetic patients in the first quarter of calendar year 2020. We anticipate receiving the final report of this study in
the first half of calendar year 2020.
Our executive offices are located at 1185
Avenue of the Americas, Suite 228, New York, New York 10036, our telephone number is (844) 967-2633 and our website address is
www.oramed.com. The information on our website is not incorporated by reference in this prospectus supplement and should not be
considered to be part of this prospectus supplement. Our website address is included in this prospectus supplement as an inactive
technical reference only.
Company Information
For further information regarding us and
our financial information, you should refer to our recent filings with the SEC. See “Where You Can Find More Information”
and “Incorporation of Certain Information by Reference.”
THE OFFERING
Common stock offered by us
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5,250,000 shares
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Common stock to be outstanding after the offering
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23,091,478 shares
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Option to purchase additional shares
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We have granted the underwriter an option for a period of up to 45
days after the closing date of this offering to purchase up to an aggregate of 787,500 additional shares of our common stock at
the price set forth on the cover page of this prospectus supplement, less the underwriting discount.
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Use of Proceeds
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We intend to use the net proceeds of this offering to support the 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. See “Use of Proceeds” on page S-5.
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Risk Factors
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See “Risk Factors” beginning on page S-3 and in the documents incorporated by reference into this prospectus supplement for a discussion of factors that you should consider before buying shares of our common stock.
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Nasdaq Capital Market and TASE Symbol
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ORMP
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The number of shares
of common stock to be outstanding after the offering is based on 17,841,478 shares outstanding on February 26, 2020 and excludes,
as of that date, the following:
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1,824,301 shares of our common stock issuable
upon exercise of outstanding stock options under our stock incentive plan at a weighted average exercise price of $5.49 per
share, with 20,354 shares of common stock remaining available for future grant under such plan;
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3,027,680 shares of common stock issuable upon
the exercise of outstanding warrants with a weighted average exercise price of $7.25 per share; and
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164,636 shares of common stock issuable upon
exercise of outstanding vested restricted stock units.
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Unless otherwise
specified, the information in this prospectus supplement assumes no exercise of the underwriter’s option to purchase additional
shares of common stock and no exercise of the warrants to be issued to the underwriter or its designees.
RISK FACTORS
Investment in our common stock involves
risks. Before deciding whether to invest in our common stock, you should consider carefully the risk factors discussed below and
those contained in the section entitled “Risk Factors” contained in our Annual Report, which is incorporated herein
by reference in its entirety, as well as any amendment or update to our risk factors reflected in subsequent filings with the
SEC. If any of the risks or uncertainties described below or in our SEC filings actually occurs, our business, financial condition,
results of operations or cash flow could be materially and adversely affected. This could cause the trading price of our common
stock to decline, resulting in a loss of all or part of your investment. The risks and uncertainties we have described are not
the only ones facing our company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial
may also affect our business operations.
RISKS RELATED TO THIS OFFERING
We have broad discretion to use the
net proceeds from this offering and our investment of these proceeds pending any such use may not yield a favorable return.
We intend to use the net proceeds from
this offering to support the 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. However, our management will have broad discretion
in the application of the net proceeds from this offering and could spend the proceeds in ways that do not improve our results
of operations or enhance the value of our common stock. The failure by management to apply these funds effectively could result
in financial losses that could have a material adverse effect on our business, cause the price of our common stock to decline
and delay the development of our product candidates. Pending any such uses, we plan to invest the net proceeds of this offering
in short-term and long-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return
to our stockholders.
You will experience immediate and substantial
dilution.
Since the public offering price of the
shares of common stock offered pursuant to this prospectus supplement and the accompanying prospectus is higher than the net tangible
book value per share of our common stock, you will suffer substantial dilution in the net tangible book value of the common stock
you purchase in this offering. See “Dilution” in this prospectus supplement for a more detailed discussion of the
dilution you will incur if you purchase shares of our common stock in this offering.
Future sales or other issuances of
our common stock could depress the market for our common stock.
Sales of a substantial number of shares
of our common stock, or the perception by the market that those sales could occur, could cause the market price of our common
stock to decline or could make it more difficult for us to raise funds through the sale of equity or debt in the future.
In connection with this offering, we and
our directors and officers have entered into lock-up agreements for a period of 60 days following this offering. We and our directors
and officers may be released from lock-up prior to the expiration of the lock-up period at the sole discretion of National Securities
Corporation. See “Underwriting.” Upon expiration or earlier release of the lock-up, we and our directors and officers
may sell shares into the market, which could adversely affect the market price of shares of our common stock.
In addition, if we make one or more significant
acquisitions in which the consideration includes stock or other securities, our stockholders’ holdings may be significantly
diluted. In addition, stockholders’ holdings may also be diluted if we enter into arrangements with third parties permitting
us to issue shares of common stock in lieu of certain cash payments upon the achievement of milestones.
Our stock price can be volatile, which
increases the risk of litigation, and may result in a significant decline in the value of your investment.
The trading price of our common stock
has been and is likely to continue to be highly volatile and subject to wide fluctuations in price in response to various factors,
many of which are beyond our control. These factors include:
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announcements relating to the clinical development of our product
candidates;
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announcements concerning the progress of our efforts to obtain
regulatory approval for and commercialize our product candidates or any future product candidate, including any requests we
receive from the FDA, or comparable regulatory authorities outside the United States, for additional studies or data that
result in delays in obtaining regulatory approval or launching these product candidates, if approved;
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the depth and liquidity of the market for our common stock;
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investor perceptions about us and our business;
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market conditions in the pharmaceutical and biotechnology sectors
or the economy as a whole;
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price and volume fluctuations in the overall stock market;
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the failure of one or more of our product candidates or any
future product candidate, if approved, to achieve commercial success;
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developments concerning product development results or intellectual
property rights of others;
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litigation or public concern about the safety of our potential
products;
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announcements of the introduction of new products by us or our
competitors;
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actual fluctuations in our quarterly operating results, and
concerns by investors that such fluctuations may occur in the future;
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deviations in our operating results from the estimates of securities
analysts or other analyst comments;
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developments concerning current or future strategic collaborations;
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discussion of us or our stock price by the financial and scientific
press and in online investor communities;
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health care reform legislation, including measures directed
at controlling the pricing of pharmaceutical products, and third-party coverage and reimbursement policies; and
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additions to or departures of key personnel.
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In addition, equity markets in general,
and the market for biotechnology and life sciences companies in particular, have experienced extreme price and volume fluctuations
that have often been unrelated or disproportionate to the operating performance of companies traded in those markets. These broad
market and industry factors may materially affect the market price of our common stock, regardless of our development and operating
performance. In the past, following periods of volatility in the market price of a company’s securities, securities class-action
litigation has often been instituted against that company. Such litigation, if instituted against us, could cause us to incur
substantial costs to defend such claims and divert management’s attention and resources, which could seriously harm our
business.
You may experience future dilution
as a result of future equity offerings.
In order to raise additional capital,
we may in the future offer additional shares of our common stock or other securities convertible into or exchangeable for our
common stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities
in any other offering at a price per share that is less than the price per share paid by investors in this offering, and investors
purchasing shares or other securities in the future could have rights superior to existing stockholders. The price per share at
which we sell additional shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions
may be higher or lower than the price per share paid by investors in this offering and you may experience dilution as a result
thereof.
USE OF PROCEEDS
We estimate that our net proceeds
from this offering will be approximately $19.3 million (or $22.2 million if the underwriter’s option to purchase
additional shares is exercised in full) after deducting the underwriting discount and estimated offering expenses payable by
us.
We intend to use the net proceeds from this offering to support
the 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. Pending the use of the net proceeds, we intend to invest the net proceeds
in accordance with our investment policy, as amended from time to time.
We have not yet determined the amount of net proceeds to be
used specifically for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility
in applying the net proceeds from this offering.
DIVIDEND POLICY
We have never declared or paid cash dividends
on our common stock. We currently intend to retain our future earnings, if any, for use in our business and therefore do not anticipate
paying cash dividends in the foreseeable future. Payment of future dividends, if any, will be at the discretion of our board of
directors after taking into account various factors, including our financial condition, operating results, and current and anticipated
cash needs.
CAPITALIZATION
The following table sets forth our cash and cash equivalents
and our total capitalization as of November 30, 2019:
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on an actual basis; and
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on an as adjusted basis to reflect the sale of the 5,250,000
shares of common stock offered by us in this offering after deducting the underwriting discount and estimated offering
expenses payable by us.
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You should read this information together
with our financial statements and the notes to those statements incorporated by reference into this prospectus supplement and
the accompanying prospectus.
November 30, 2019 (unaudited) (in thousands, except share data)
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Actual
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As Adjusted
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Cash and cash equivalents
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3,171
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22,491
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Stockholders’ equity:
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Common stock, $0.012 par value (30,000,000 authorized shares; 17,400,612 shares issued and outstanding as of November 30, 2019, actual, and 22,650,612 shares outstanding, as adjusted)
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209
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272
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Additional paid-in capital
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100,597
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119,854
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Accumulated deficit
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(83,646
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)
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(83,646
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Total stockholders’ equity
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17,160
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36,480
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Total capitalization
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$
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17,160
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$
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36,480
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The table above is based on 17,400,612
shares of common stock outstanding as of November 30, 2019 and excludes, as of that date, the following:
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1,434,301 shares of our common stock issuable upon exercise
of outstanding stock options under our stock incentive plan at a weighted average exercise price of $5.68 per share, with
410,354 shares of common stock remaining available for future grant under such plan;
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3,007,680 shares of our common stock issuable upon exercise
of outstanding warrants at a weighted average exercise price of $7.27 per share; and
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164,636 shares of common stock issuable upon exercise of outstanding vested restricted stock
units.
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The table above assumes no exercise of
outstanding options or warrants prior to this offering or issued but unvested restricted stock units.
DILUTION
Purchasers of our common stock in this
offering will suffer immediate and substantial dilution in the net tangible book value per share of the common stock they purchase.
Net tangible book value per share represents our total tangible assets less total liabilities, divided by the number of shares
of our common stock outstanding as of November 30, 2019. Our net tangible book value as of November 30, 2019 was approximately
$17.2 million, or approximately $0.99 per share of our common stock.
Dilution in net tangible book value per
share represents the difference between the amount per share paid by purchasers in this offering and the net tangible book value
per share of our common stock immediately after this offering. After giving effect to the sale of 5,250,000 shares of common stock
in this offering at the public offering price of $4.00 per share, and after deducting the underwriting discount and estimated
offering expenses payable by us, our as adjusted net tangible book value as of November 30, 2019 would have been approximately
$36.5 million, or approximately $1.61 per share. This represents an immediate increase in net tangible book value of $0.62 per
share to our existing stockholders and an immediate dilution in net tangible book value of $2.39 per share to purchasers participating
in this offering. The following table illustrates this per share dilution:
Public offering price per share
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$
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4.00
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Net tangible book value per share as of November 30, 2019
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$
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0.99
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Increase per share attributable to this offering
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$
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0.62
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As adjusted net tangible book value per share as of November 30, 2019 after this offering
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$
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1.61
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Dilution per share to new investors participating in this offering
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$
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2.39
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The discussion and table above are each
based on 17,400,612 shares of common stock outstanding as of November 30, 2019, and excludes, as of that date, the following:
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1,434,301 shares of our common stock issuable upon exercise
of outstanding stock options under our stock incentive plan at a weighted average exercise price of $5.68 per share, with
410,354 shares of common stock remaining available for future grant under such plan;
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3,007,680 shares of our common stock issuable upon exercise
of outstanding warrants at a weighted average exercise price of $7.27 per share; and
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164,636 shares of common stock issuable upon exercise of outstanding vested restricted stock
units.
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If the underwriter exercises in full its
option to purchase additional shares of our common stock, our as adjusted net tangible book value after this offering would be
$1.68 per share, representing an increase in net tangible book value of $0.69 per share to existing stockholders and immediate
dilution in net tangible book value of $2.32 per share to purchasers participating in this offering.
The table above assumes no exercise of
outstanding options or warrants prior to this offering or outstanding vested restricted stock units. To the extent that options
or warrants are exercised, there will be further dilution to new investors. To the extent that outstanding options or warrants
outstanding as of November 30, 2019 have been or may be exercised or unvested restricted stock units have been or may be settled
in shares, investors purchasing our common stock in this offering may experience further dilution. In addition, we may choose to
raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our
current or future operating plans. To the extent that we raise additional capital through the sale of equity or convertible debt
securities, the issuance of these securities could result in further dilution to our stockholders.
UNDERWRITING
We
have entered into an underwriting agreement with National Securities Corporation, who we refer to as the underwriter, dated February
27, 2020. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriter the 5,250,000
shares of common stock offered hereby and the underwriter has agreed to purchase, at the public offering price less the underwriting
discount set forth on the cover page of this prospectus supplement, such shares.
The
underwriter is committed to purchase all the shares of common stock offered by us other than those covered by the option to purchase
additional shares described below. The obligation of the underwriter may be terminated upon the occurrence of certain events specified
in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriter’s obligation is subject
to customary conditions, representations and warranties contained in the underwriting agreement, such as receipt by the underwriter
of officers’ certificates and legal opinions.
We
have agreed to indemnify the underwriter against specified liabilities, including liabilities under the Securities Act of 1933,
as amended, or the Securities Act, and to contribute to payments the underwriter may be required to make in respect thereof. The
underwriter is offering the shares, subject to prior sale, when, as and if issued to and accepted by it, subject to approval of
legal matters by its counsel and other conditions specified in the underwriting agreement. The underwriter reserves the right
to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
The
underwriter proposes to offer the shares of common stock to the public at the public offering price set forth on the cover page
of this prospectus supplement. In addition, the underwriter may offer some of the shares of common stock to other securities dealers
at such price less a concession of $0.14 per share. If all of the shares of common stock are not sold at the public offering price,
the underwriter may change the offering price and other selling terms by means of a further supplement to this prospectus supplement.
We
have granted the underwriter an over-allotment option. This option, which is exercisable for up to 45 days after the closing date
of this offering, permits the underwriter to purchase a maximum of 787,500 additional shares from us to cover over-allotments,
if any. If the underwriter exercises all or part of this option, it will purchase shares covered by the option at the public offering
price that appears on the cover page of this prospectus supplement, less the underwriting discount. If this option is exercised
in full, the total price to the public will be approximately $24.2 million and the total proceeds to us, before expenses, will
be approximately $22.5 million.
Discount.
The following table shows the public offering price, underwriting discount and proceeds, before expenses, to us. The information
assumes either no exercise or full exercise by the underwriter of its over-allotment option.
|
|
Per Share
|
|
|
Total With No Exercise
|
|
|
Total With Full Exercise
|
|
Public offering price
|
|
$
|
4.00
|
|
|
$
|
21,000,000
|
|
|
$
|
24,150,000
|
|
Underwriting discount (7%)
|
|
$
|
0.28
|
|
|
$
|
1,470,000
|
|
|
$
|
1,690,500
|
|
Proceeds to us, before expenses
|
|
$
|
3.72
|
|
|
$
|
19,530,000
|
|
|
$
|
22,459,500
|
|
We
have agreed to pay A.G.P./Alliance Global Partners a financial advisory fee in the amount of $100,000 in connection with the
offering. A.G.P./Alliance Global Partners is not engaged in, nor affiliated with, any entity that is engaged in the solicitation
or distribution of this offering. We expect that the total offering expenses payable by us, including the financial advisory fee described above, will be approximately $210,000.
Underwriter’s
Warrants. Upon the closing of this offering, we have agreed to issue to the underwriter or its designees as compensation warrants
to purchase a number of shares of common stock equal to 7% of the total number of shares of common stock sold in this offering
(367,500 shares or 422,625 shares if the over-allotment option is exercised in full), or the Underwriter’s Warrants. The
Underwriter’s Warrants will be exercisable at a per share exercise price equal to $4.80 (120% of the public offering price
per share of common stock sold in this offering). The Underwriter’s Warrants are exercisable at any time and from time to
time, in whole or in part, commencing six months from the closing date of this offering and ending three years from such closing
date. The Underwriter’s Warrants and the underlying shares of common stock are registered and included in the registration
statement of which this prospectus supplement is a part.
The
Underwriter’s Warrants and the common stock underlying the Underwriter’s Warrants have been deemed compensation by
the Financial Industry Regulatory Authority, or FINRA, and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1)
of FINRA. The underwriter, or permitted assignees under such rule, may not sell, transfer, assign, pledge, or hypothecate the
Underwriter’s Warrants or the securities underlying the Underwriter’s Warrants, except to any underwriter and selected
dealer participating in the offering and their bona fide officers or partners, nor will the underwriter engage in any hedging,
short sale, derivative, put, or call transaction that would result in the effective economic disposition of the Underwriter’s
Warrants or the underlying common stock for a period of 180 days from the commencement of sales of the offering pursuant to which
the Underwriter’s Warrant is being issued. The Underwriter’s Warrants will provide for adjustment in the number and
price of the Underwriter’s Warrants and the shares of common stock underlying such Underwriter’s Warrants in the event
of a recapitalization, stock split or other similar transaction.
Discretionary
Accounts. The underwriter does not intend to confirm sales of the common stock offered hereby to any accounts over which it
has discretionary authority.
Lock-Up
Agreements. Our directors and executive officers entered into lock-up agreements with the underwriter. Under these agreements,
these individuals have agreed, subject to specified exceptions, not to sell or transfer any shares of our common stock or securities
convertible into, or exchangeable or exercisable for, shares of our common stock during a period ending 60 days after the date
of this prospectus supplement, without first obtaining the written consent of the underwriter. Specifically, these individuals
have agreed, in part, not to:
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offer,
pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our
common shares or securities convertible into, or exchangeable or exercisable for, our common shares;
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●
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enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of our securities, whether any such transaction described in this bullet point or that above is to be settled by delivery
of our securities, in cash or otherwise;
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|
●
|
make
any demand for or exercise any right with respect to the registration of any of our securities subject to such lock-up agreement;
or
|
|
●
|
publicly
disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other
arrangement relating to any of our securities.
|
Notwithstanding
these limitations, these shares of capital stock may be transferred under limited circumstances, including, without limitation,
by gift, will or intestate succession.
We
agreed that, for a period of 60 days from the date of this offering, or the Lock-Up Period, we will not, without the prior written
consent of the underwriter, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly,
any of our shares of capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital
stock; (ii) file any registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto, under
the Securities Act for any such transaction or which registers, or offers for sale, shares of our capital stock or any securities
convertible into or exercisable or exchangeable for shares of our capital stock, except for registration statements on Form S-8
relating to employee benefit plans or registration statements on Form S-4; (iii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of ownership of common stock, whether any such transaction
described in clause (i), (ii) or (iii) above is to be settled by delivery of shares of common stock or such other securities,
in cash or otherwise.
These
restrictions will not apply to (i) sales of shares by us under any trading plan pursuant to Rule 10b5-1 under the Securities
Exchange Act of 1934, as amended, or the Exchange Act, existing as of the date of the underwriting agreement; (ii) the issuance
by us of shares upon the exercise of a stock option or warrant or the conversion of a security outstanding on the date of the
underwriting agreement; (iii) the issuance by us of stock options, restricted stock units, shares of our capital stock under
any equity compensation plan or agreement of our company duly adopted for such purpose by a majority of our non-employee directors
or a committee comprised of non-employee directors; and (iv) the issuance by us of securities pursuant to acquisitions or
strategic transactions approved by a majority of our disinterested directors, provided that such issuances are not primarily
for the purpose of raising capital and subject to certain other limitations and conditions.
Electronic
Offer, Sale and Distribution of Shares. A prospectus supplement in electronic format may be made available on the websites
maintained by the underwriter participating in this offering and the underwriter may distribute prospectus supplements electronically.
Other than the prospectus supplement in electronic format, the information on these websites is not part of this prospectus supplement
or the registration statement of which this prospectus supplement forms a part, has not been approved or endorsed by us or the
underwriter in its capacity as underwriter, and should not be relied upon by investors.
Other
Relationships. The underwriter and its affiliates may in the future provide various investment banking, commercial banking
and other financial services for us and our affiliates for which they may receive customary fees; however, except as disclosed
in this prospectus supplement, we have no present arrangements with the underwriter for any further services.
Stabilization.
In connection with this offering, the underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate
covering transactions, penalty bids and purchases to cover positions created by short sales.
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Stabilizing
transactions permit bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum, and are engaged
in for the purpose of preventing or retarding a decline in the market price of the shares while the offering is in progress.
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●
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Over-allotment
transactions involve sales by the underwriter of shares in excess of the number of shares the underwriter is obligated to
purchase. This creates a syndicate short position which may be either a covered short position or a naked short position.
In a covered short position, the number of shares over-allotted by the underwriter is not greater than the number of shares
that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than
the number of shares in the over-allotment option. The underwriter may close out any short position by exercising its over-allotment
option and/or purchasing shares in the open market.
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Syndicate
covering transactions involve purchases of shares in the open market after the distribution has been completed in order to
cover syndicate short positions. In determining the source of shares to close out the short position, the underwriter will
consider, among other things, the price of shares available for purchase in the open market as compared with the price at
which they may purchase shares through exercise of the over-allotment option. If the underwriter sells more shares than could
be covered by exercise of the over-allotment option and, therefore, have a naked short position, the position can be closed
out only by buying shares in the open market. A naked short position is more likely to be created if the underwriter is concerned
that after pricing there could be downward pressure on the price of the shares in the open market that could adversely affect
investors who purchase in the offering.
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Penalty
bids permit the underwriter to reclaim a selling concession from a syndicate member when the shares originally sold by that
syndicate member are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.
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These stabilizing transactions, syndicate
covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing
or retarding a decline in the market price of our common stock. As a result, the price of our common stock in the open market
may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriter make any representation
or prediction as to the effect that the transactions described above may have on the price of our common stock. These transactions
may be effected on the Nasdaq Capital Market, in the over-the-counter market or otherwise and, if commenced, may be discontinued
at any time.
Passive Market Making. In connection
with this offering, the underwriter may engage in passive market making transactions in our common stock on the Nasdaq Capital
Market in accordance with Rule 103 of Regulation M under the Exchange Act during a period before the commencement of offers or
sales of the shares and extending through the completion of the distribution. A passive market maker must display its bid at a
price not in excess of the highest independent bid of that security. However, if all independent bids are lowered below the passive
market maker’s bid, that bid must then be lowered when specified purchase limits are exceeded.
Offer
restrictions outside the United States
Other
than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities
offered by this prospectus supplement in any jurisdiction where action for that purpose is required. The securities offered by
this prospectus supplement and the accompanying prospectus may not be offered or sold, directly or indirectly, nor may this prospectus
supplement or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed
or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations
of that jurisdiction. Persons into whose possession this prospectus supplement comes are advised to inform themselves about and
to observe any restrictions relating to the offering and the distribution of this prospectus supplement. This prospectus supplement
does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus supplement
in any jurisdiction in which such an offer or a solicitation is unlawful.
Israel
The
shares of common stock offered by this prospectus supplement has not been approved or disapproved by the Israeli Securities Authority,
or the ISA, nor have such shares of common stock been registered for sale in Israel. The shares of common stock may not be offered
or sold, directly or indirectly, to the public in Israel, absent the publication of a prospectus. The ISA has not issued permits,
approvals or licenses in connection with the offering or publishing the prospectus supplement; nor has it authenticated the details
included herein, confirmed their reliability or completeness, or rendered an opinion as to the quality of the shares of common
stock being offered. Any resale in Israel, directly or indirectly, to the public of the shares of common stock offered by this
prospectus supplement is subject to restrictions on transferability and must be effected only in compliance with the Israeli securities
laws and regulations.
LEGAL MATTERS
Zysman, Aharoni, Gayer and Sullivan &
Worcester LLP, Boston, Massachusetts, has passed upon certain legal matters regarding the shares offered by this prospectus supplement.
Lowenstein Sandler LLP, New York, New York, is acting as counsel to the underwriter in connection with this offering.
EXPERTS
The financial statements incorporated
in this prospectus supplement by reference to the Annual Report on Form 10-K for the fiscal year ended August 31, 2019 have been
so incorporated in reliance on the report of Kesselman & Kesselman, Certified Public Accountants (Isr.), an independent registered
public accounting firm and member firm of PricewaterhouseCoopers International Limited, given on the authority of said firm as
experts in auditing and accounting.
WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly and current
reports, proxy statements, and other information with the SEC. You can access the electronic versions of these filings on the
SEC’s Internet website found at http://www.sec.gov. Our SEC filings are also available on our website, www.oramed.com. Information
contained on our website does not constitute part of this prospectus supplement or the accompanying prospectus.
We have filed this prospectus supplement
with the SEC as part of a registration statement on Form S-3 under the Securities Act. This prospectus supplement does not
contain all of the information set forth in the registration statement because some parts of the registration statement are omitted
in accordance with the rules and regulations of the SEC. You can obtain a copy of the registration statement from the SEC at the
address listed above or from the SEC’s website.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with them which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered to be part of this prospectus supplement and accompanying
prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act between the date of this prospectus supplement and the termination of the offering (except in each case for information
contained in any such filing where we indicate that such information is being furnished and is not to be considered “filed”
under the Exchange Act):
We have filed or may file the following documents with the
SEC. These documents are incorporated herein by reference as of their respective dates of filing:
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Our Annual Report on Form 10-K for the fiscal year ended August 31, 2019, as filed with the SEC on November
27, 2019;
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Our Quarterly Report on Form 10-Q for the quarter ended November 30, 2019, as filed with the SEC on January 9,
2020;
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The description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on February 7, 2013, including any amendments and reports filed
for the purpose of updating such description.
|
We will provide a copy of the documents we incorporate by reference,
at no cost, to any person who receives this prospectus supplement. To request a copy of any or all of these documents, you should
write or telephone us at 1185 Avenue of the Americas, Suite 228, New York, New York 10036, Attention: Avraham Gabay, (844) 967-2633,
or email us at avi@oramed.com.
PROSPECTUS
$100,000,000
COMMON
STOCK
WARRANTS
UNITS
We
may from time to time sell common stock and warrants to purchase common stock, and units of such securities, in one or more offerings
for an aggregate initial offering price of $100,000,000. We refer to the common stock, the warrants to purchase common stock and
the units collectively as the securities. This prospectus describes the general manner in which our securities may be offered
using this prospectus. We may sell these securities to or through underwriters or dealers, directly to purchasers or
through agents. We will set forth the names of any underwriters, dealers or agents in an accompanying prospectus supplement. You
should carefully read this prospectus and any accompanying supplements before you decide to invest in any of these securities.
Our
common stock is traded on the Nasdaq Capital Market, or Nasdaq, and on the Tel Aviv Stock Exchange, or TASE, in each case under
the symbol “ORMP.”
Investing
in the securities involves risks. See “Risk Factors” beginning on page 3
of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is February 10, 2020.
TABLE
OF CONTENTS
You
should rely only on the information contained in this prospectus, any prospectus supplement and the documents incorporated by
reference, or to which we have referred you. We have not authorized anyone to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. This prospectus and any prospectus supplement
does not constitute an offer to sell, or a solicitation of an offer to purchase, the securities offered by this prospectus and
any prospectus supplement in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or
solicitation of an offer in such jurisdiction. You should not assume that the information contained in this prospectus, any prospectus
supplement or any document incorporated by reference is accurate as of any date other than the date on the front cover of the
applicable document.
Neither
the delivery of this prospectus nor any distribution of securities pursuant to this prospectus shall, under any circumstances,
create any implication that there has been no change in the information set forth or incorporated by reference into this prospectus
or in our affairs since the date of this prospectus. Our business, financial condition, results of operations and prospects
may have changed since such date.
As
used in this prospectus, the terms “we”, “us” and “our” mean Oramed Pharmaceuticals Inc. and
our wholly-owned subsidiaries, unless otherwise indicated.
All
dollar amounts refer to U.S. dollars unless otherwise indicated.
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we are filing with the Securities and Exchange Commission, or the SEC, using
a “shelf” registration process. Under this shelf registration process, we may, from time to time, sell any combination
of the securities described in this prospectus in one or more offerings up to a total dollar amount of $100,000,000. This prospectus
describes the securities we may offer and the general manner in which our securities may be offered by this prospectus. Each time
we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering.
We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. To the extent
there is a conflict between the information contained in this prospectus and the prospectus supplement, you should rely on the
information in the prospectus supplement, provided that if any statement in one of these documents is inconsistent with a statement
in another document having a later date—for example, a document incorporated by reference in this prospectus or any prospectus
supplement—the statement in the document having the later date modifies or supersedes the earlier statement.
OUR
COMPANY
This
summary highlights information contained in the documents incorporated herein by reference. Before making an investment decision,
you should read the entire prospectus, and our other filings with the SEC, including those filings incorporated herein by reference,
carefully, including the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking
Statements.”
We
are a pharmaceutical company currently engaged in the research and development of innovative pharmaceutical solutions, including
an orally ingestible insulin capsule to be used for the treatment of individuals with diabetes, and the use of orally ingestible
capsules or pills for delivery of other polypeptides.
Oral
insulin: We are seeking to transform the treatment of diabetes through our proprietary flagship product, an orally ingestible
insulin capsule (ORMD-0801). Our technology allows insulin to travel from the gastrointestinal tract via the portal vein to the
bloodstream, revolutionizing the manner in which insulin is delivered. It enables the passage in a more physiological manner than
current delivery methods of insulin. Our technology is a platform that has the potential to deliver medications and vaccines orally
that today can only be delivered via injection.
Oral
Glucagon-Like Peptide-1: Our second pipeline product is an orally ingestible exenatide (GLP-1 analog) capsule, which aids
in the balance of blood-sugar levels and decreases appetite. Glucagon-like peptide-1, or GLP-1, is an incretin hormone, which
is a type of gastrointestinal hormone that stimulates the secretion of insulin from the pancreas. The incretin concept was hypothesized
when it was noted that glucose ingested by mouth (oral) stimulated two to three times more insulin release than the same amount
of glucose administered intravenously. In addition to stimulating insulin release, GLP-1 was found to suppress glucagon release
(hormone involved in regulation of glucose) from the pancreas, slow gastric emptying to reduce the rate of absorption of nutrients
into the blood stream and increase satiety. Other important beneficial attributes of GLP-1 are its effects of increasing the number
of beta cells (cells that manufacture and release insulin) in the pancreas and, possibly, protection of the heart. In addition
to our flagship product, the insulin capsule, we are using our technology for an orally ingestible GLP-1 capsule (ORMD-0901).
Combination
of Oral Insulin and GLP-1 Analog: Our third pipeline product is a combination of our two primary products, oral insulin
and oral exenatide.
Other
products
We
recently began developing a new drug candidate, a weight loss treatment in the form of an oral leptin capsule. We anticipate initiating
a proof of concept single dose study for our oral leptin drug candidate to evaluate its pharmacokinetic and pharmacodynamics (glucagon
reduction) in 10 type 1 adult diabetic patients in the first quarter of calendar year 2020. We anticipate receiving the final
report of this study in the first half of calendar year 2020.
Our executive offices are located at 1185
Avenue of the Americas, Suite 228, New York, New York 10036, our telephone number is (844) 967-2633 and our website address is
www.oramed.com. The information on our website is not incorporated by reference in this prospectus and should not be considered
to be part of this prospectus. Our website address is included in this prospectus as an inactive technical reference only.
RISK
FACTORS
An
investment in our securities involves significant risks. You should carefully consider the risk factors contained in any prospectus
supplement and in our filings with the SEC, including our Annual Report on Form 10-K for the fiscal year ended August 31, 2019,
as well as all of the information contained in this prospectus, any prospectus supplement and the documents incorporated by reference
herein or therein, as well as any amendment or update to our risk factors reflected in subsequent filings with the SEC, before
you decide to invest in our securities. Our business, prospects, financial condition and results of operations may be materially
and adversely affected as a result of any of such risks. The value of our securities could decline as a result of any of these
risks. You could lose all or part of your investment in our securities. Some of our statements in sections entitled “Risk
Factors” are forward-looking statements. The risks and uncertainties we have described are not the only ones we face. Additional
risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business, prospects,
financial condition and results of operations.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, any prospectus supplement and the documents we incorporate by reference contain forward-looking statements within
the meaning of the federal securities laws regarding our business, clinical trials, financial condition, expenditures, results
of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,”
“planned expenditures,” “believes,” “seeks,” “estimates” and similar expressions
or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive
means of identifying forward-looking statements as denoted in this prospectus, any prospectus supplement and the documents we
incorporate by reference. Additionally, statements concerning future matters are forward-looking statements.
Although
forward-looking statements in this prospectus, any prospectus supplement and the documents we incorporate by reference reflect
the good faith judgment of our management, such statements can only be based on facts and factors known by us as of such date.
Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may
differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could
cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under
the heading “Risk Factors” herein and in the documents we incorporate by reference, as well as those discussed elsewhere
in this prospectus and any prospectus supplement. In addition, historic results of scientific research, clinical and preclinical
trials do not guarantee that the conclusions of future research or trials would not suggest different results. Also, historic
results could be interpreted differently in light of additional research, clinical and preclinical trial results. Readers are
urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus, any
prospectus supplement or the respective documents incorporated by reference, as applicable. Except as required by law, we undertake
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 such forward-looking statements. Readers are urged to carefully review and consider the various disclosures
made throughout the entirety of this prospectus, any prospectus supplement and the documents incorporated by reference, which
attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations
and prospects.
USE
OF PROCEEDS
Unless
we otherwise indicate in the applicable prospectus supplement, we currently intend to use the net proceeds from the sale of the
securities for research and product development activities, clinical trial activities and for working capital and other general
corporate purposes, including repayment of then outstanding indebtedness, if any.
We
may set forth additional information on the use of net proceeds from the sale of securities we offer under this prospectus in
a prospectus supplement relating to the specific offering. Pending the application of the net proceeds, we intend to invest the
net proceeds in bank deposits or investment-grade and interest-bearing securities subject to any investment policies our management
may determine from time to time.
THE
SECURITIES WE MAY OFFER
The
descriptions of the securities contained in this prospectus, together with any applicable prospectus supplement, summarize the
material terms and provisions of the various types of securities that we may offer. We will describe in any applicable prospectus
supplement relating to any securities the particular terms of the securities offered by that prospectus supplement. If we so indicate
in any applicable prospectus supplement, the terms of the securities may differ from the terms we have summarized below. We may
also include in any prospectus supplement information, where applicable, about material U.S. federal income tax consequences relating
to the securities, and the securities exchange or market, if any, on which the securities will be listed.
We
may sell from time to time, in one or more offerings, one or more of the following securities:
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warrants
to purchase common stock; and
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units
of the securities mentioned above.
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The
total initial offering price of all securities that we may issue in these offerings will not exceed $100,000,000.
DESCRIPTION
OF CAPITAL STOCK
The
following summary is a description of the material terms of our share capital. We encourage you to read our Certificate of Incorporation,
as amended, and Amended and Restated By-laws which have been filed with the SEC, as well as the provisions of the Delaware General
Corporation Law.
General
Our
authorized capital stock currently consists of 30,000,000 shares of common stock, par value $0.012 per share. As of
January 22, 2020, we had outstanding 17,788,176 shares of common stock and no other class or series of capital stock has been
established.
Description
of Common Stock
Upon
our liquidation, dissolution or winding up, the holders of common stock are entitled to share ratably in all net assets available
for distribution to security holders after payment to creditors. The common stock is not convertible or redeemable and has no
preemptive, subscription or conversion rights. Each outstanding share of common stock is entitled to one vote on all matters submitted
to a vote of security holders. There are no cumulative voting rights. The holders of outstanding shares of common stock are entitled
to receive dividends out of assets legally available therefore at such times and in such amounts as our Board of Directors, or
our Board, may from time to time determine. Holders of common stock will share equally on a per share basis in any dividend declared
by our Board. We have not paid any dividends on our common stock and do not anticipate paying any cash dividends on such stock
in the foreseeable future. In the event of a merger or consolidation, all holders of common stock will be entitled to receive
the same per share consideration.
Meetings
of Stockholders
An
annual meeting of our stockholders shall be held on the day and at the time as may be set by our Board, at which the stockholders
shall elect the board of directors and transact such other business as may properly be brought before the meeting. All
annual meetings of stockholders are to be held at our registered office in the State of Delaware or at such other place as may
be determined by our Board.
Special
meetings of our stockholders may be called for any purpose or purposes, unless otherwise prescribed by statute, by the majority
of our Board. Business transacted at any special meeting of stockholders shall be confined to the purpose or purposes
stated in the notice for such meeting.
Anti-Takeover
Provisions
Delaware
Law
Section 203
of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in any business combination with
any interested stockholder for a period of three years following the date the stockholder became an interested stockholder, unless:
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prior
to such date, the board of directors approved either the business combination or the transaction that resulted in the stockholder
becoming an interested stockholder;
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upon
consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes
of determining the number of shares outstanding those shares owned by persons who are directors and also officers and by employee
stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the
plan will be tendered in a tender or exchange offer; or
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on
or subsequent to such date, the business combination is approved by the board of directors and authorized at an annual meeting
or special meeting of stockholders and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding
voting stock that is not owned by the interested stockholder.
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Section 203
defines a business combination to include:
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any
merger or consolidation involving the corporation and the interested stockholder;
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any
sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
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subject
to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation
to the interested stockholder;
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any
transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series
of the corporation beneficially owned by the interested stockholder; or
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the
receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided
by or through the corporation.
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In
general, Section 203 defines an “interested stockholder” as any entity or person beneficially owning 15% or more
of the outstanding voting stock of a corporation, or an affiliate or associate of the corporation and was the owner of 15% or
more of the outstanding voting stock of a corporation at any time within three years prior to the time of determination of interested
stockholder status; and any entity or person affiliated with or controlling or controlled by such entity or person.
The
provisions of Section 203 may encourage persons interested in acquiring us to negotiate in advance with our Board, since the stockholder
approval requirement would be avoided if a majority of the directors then in office approves either the business combination or
the transaction which results in any such person becoming an interested stockholder. Such provisions also may have the effect
of preventing changes in our management.
Since
we have not elected to be exempt from the restrictions imposed under Section 203, we are subject to Section 203 because our shares
of common stock are listed on a national securities exchange as of our listing on Nasdaq on February 11, 2013. Unless
we adopt an amendment to our Certificate of Incorporation, as amended, by action of our stockholders expressly electing not to
be governed by Section 203, we are generally subject to Section 203 of the Delaware General Corporation Law, except that the restrictions
contained in Section 203 would not apply if the business combination is with an interested stockholder who became an interested
stockholder before the time that we listed on Nasdaq.
Section
214 of the Delaware General Corporation Law provides that stockholders are denied the right to cumulate votes in the election
of directors unless our Certificate of Incorporation, as amended, provides otherwise. Our Certificate of Incorporation, as amended,
does not provide for cumulative voting.
These
Delaware statutory provisions could delay or frustrate the removal of incumbent directors or a change in control of us. They could
also discourage, impede, or prevent a merger, tender offer, or proxy contest, even if such event would be favorable to the interests
of our stockholders.
Authorized
but Unissued Shares
Our
authorized but unissued shares of common stock will be available for future issuance without stockholder approval. We may use
additional shares of common stock for a variety of purposes, including future offerings to raise additional capital or as compensation
to third party service providers. The existence of authorized but unissued shares of common stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Certificate
of Incorporation, as amended, and Amended and Restated By-law Provisions
Our
Certificate of Incorporation, as amended, and Amended and Restated By-laws contain provisions that could have the effect of discouraging
potential acquisition proposals or making a tender offer or delaying or preventing a change in control, including changes a stockholder
might consider favorable. In particular, the Certificate of Incorporation, as amended, and/or Amended and Restated By-laws, as
applicable, among other things:
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provide
our Board with the exclusive authority to call special meetings of the stockholders;
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provide
our Board with the ability to alter our Amended and Restated By-laws without stockholder approval;
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provide
our Board with the exclusive authority to fix the number of directors constituting the whole Board; and
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provide
that vacancies on our Board may be filled by a majority of directors in office, although less than a quorum.
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Such
provisions may have the effect of discouraging a third-party from acquiring us, even if doing so would be beneficial to our stockholders.
These provisions are intended to enhance the likelihood of continuity and stability in the composition of our Board and in its
policies, and to discourage some types of transactions that may involve an actual or threatened change in control of us. These
provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal and to discourage some tactics that
may be used in proxy fights. We believe that the benefits of increased protection of our potential ability to negotiate with the
proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging such
proposals because, among other things, negotiation of such proposals could result in an improvement of their terms. However,
these provisions could have the effect of discouraging others from making tender offers for our shares of common stock and, as
a consequence, they also may inhibit fluctuations in the market price of our shares of common stock that could result from actual
or rumored takeover attempts. These provisions also may have the effect of preventing changes in our management.
Transfer
Agent and Registrar
The
current transfer agent and registrar for our common stock is Continental Stock Transfer & Trust Company, 1 State Street, 30th
Floor, New York, NY 10004.
Listing
Our
common stock is traded on Nasdaq and on TASE, in each case under the symbol “ORMP”.
DESCRIPTION
OF WARRANTS
The
following description, together with the additional information we may include in any applicable prospectus supplement, summarizes
the material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and
warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe
the particular terms of any series of warrants in more detail in the applicable prospectus supplement. If we so indicate in a
prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms we describe
below. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference
as an exhibit to the registration statement of which this prospectus forms a part.
General
We
may issue warrants for the purchase of common stock in one or more series. We may issue warrants independently or together with
common stock, and the warrants may be attached to or separate from the common stock.
We
will evidence each series of warrants by warrant certificates that we will issue under a separate agreement or by warrant agreements
that we will enter into directly with the purchasers of the warrants. If we evidence warrants by warrant certificates, we will
enter into a warrant agreement with a warrant agent. We will indicate the name and address of the warrant agent, if any, in the
applicable prospectus supplement relating to a particular series of warrants.
We
will describe in the applicable prospectus supplement the terms of the series of warrants, including:
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the
offering price and aggregate number of warrants offered;
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the
currency for which the warrants may be purchased or exercised;
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if
applicable, the terms of the common stock with which the warrants are issued and the number of warrants issued with such common
stock;
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if
applicable, the date on and after which the warrants and the related common stock will be separately transferable;
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the
number of shares of common stock purchasable upon the exercise of one warrant and the price at which these shares may be purchased
upon such exercise;
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the
manner in which the warrants may be exercised, which may include by cashless exercise;
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
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the
terms of any rights to redeem or call the warrants;
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any
provisions for changes to or adjustments in the exercise price or number of shares of common stock issuable upon exercise of the
warrants;
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the
dates on which the right to exercise the warrants will commence and expire;
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the
manner in which the warrant agreement and warrants may be modified;
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the
material U.S. federal income tax consequences of holding or exercising the warrants;
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the
terms of the common stock issuable upon exercise of the warrants; and
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the common stock purchasable upon
such exercise, including the right to receive dividends, if any, or payments upon our liquidation, dissolution or winding up or
to exercise voting rights, if any.
Exercise
of Warrants
Each
warrant will entitle the holder to purchase the number of shares of common stock that we specify in the applicable prospectus
supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the
applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to 5:00 P.M., Eastern
U.S. time, on the expiration date that we set forth in the applicable prospectus supplement. After the close of business
on the expiration date, unexercised warrants will become void.
Holders
of the warrants may exercise the warrants by delivering to the warrant agent or us the warrant certificate or warrant agreement
representing the warrants to be exercised together with specified information, and by paying the required amount to the warrant
agent or us in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse
side of the warrant certificate or in the warrant agreement and in the applicable prospectus supplement the information that the
holder of the warrant will be required to deliver to the warrant agent or us in connection with such exercise.
Upon
receipt of the required payment and the warrant certificate or the warrant agreement, as applicable, properly completed and duly
executed at the corporate trust office of the warrant agent, if any, at our offices or at any other office indicated in the applicable
prospectus supplement, we will issue and deliver the common stock purchasable upon such exercise. If fewer than all of the warrants
represented by the warrant certificate or warrant agreement are exercised, then we will issue a new warrant certificate or warrant
agreement for the remaining amount of warrants.
Enforceability
of Rights by Holders of Warrants
If
we appoint a warrant agent, any warrant agent will act solely as our agent under the applicable warrant agreement and will not
assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act
as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default
by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law
or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or
the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable
upon exercise of, its warrants.
DESCRIPTION
OF UNITS
We
may issue, in one or more series, units consisting of common stock and warrants for the purchase of common stock. While
the terms we have summarized below will apply generally to any units that we may offer under this prospectus, we will describe
the particular terms of any series of units in more detail in the applicable prospectus supplement. The terms of any units
offered under a prospectus supplement may differ from the terms described below.
We
will file as exhibits to the registration statement of which this prospectus forms a part, or will incorporate by reference from
reports that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are offering,
and any supplemental agreements, before the issuance of the related series of units. The following summary of material terms
and provisions of the units is subject to, and qualified in its entirety by reference to, all the provisions of the unit agreement
and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus
supplement related to the particular series of units that we may offer under this prospectus and the complete unit agreement and
any supplemental agreements that contain the terms of the units.
Each
unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder
of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit
is issued may provide that the securities included in the unit may not be held or transferred separately, at any time or at any
time before a specified date.
We
will describe in the applicable prospectus supplement the terms of the series of units, including:
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the
designation and terms of the units, including whether and under what circumstances the securities comprising the units may be
held or transferred separately;
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any
provisions of the governing unit agreement that differ from those described herein; and
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any
provisions for the issuance, payment, settlement, transfer or exchange of the units or the securities comprising the units.
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The
provisions described in this section, as well as those described under “Description of Capital Stock” and “Description
of Warrants,” will apply to each unit and to any common stock or warrant included in each unit, respectively.
We
may issue units in such amounts and in such distinct series as we determine.
PLAN
OF DISTRIBUTION
We
may sell the securities being offered hereby in one or more of the following ways from time to time:
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through
agents to the public or to investors;
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to
one or more underwriters for resale to the public or to investors;
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to
the extent we are eligible, in “at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act,
to or through a market maker or into an existing trading market, on an exchange or otherwise;
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directly
to investors in privately negotiated transactions;
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directly
to a purchaser pursuant to what is known as an “equity line of credit” as described below; or
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through
a combination of these methods of sale.
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The
securities that we distribute by any of these methods may be sold, in one or more transactions, at:
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a
fixed price or prices, which may be changed;
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market
prices prevailing at the time of sale;
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prices
related to prevailing market prices; or
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The
accompanying prospectus supplement will describe the terms of the offering of our securities, including:
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the
name or names of any agents or underwriters;
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any
securities exchange or market on which the common stock may be listed;
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the
purchase price and commission, if any, to be paid in connection with the sale of the securities being offered and the proceeds
we will receive from the sale;
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any
options pursuant to which underwriters may purchase additional securities from us;
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any
underwriting discounts or agency fees and other items constituting underwriters’ or agents’ compensation;
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any
public offering price; and
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any
discounts or concessions allowed or reallowed or paid to dealers.
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If
underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time
to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of the sale. The obligations of the underwriters to purchase the securities will be subject to the conditions
set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates
represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will
be obligated to purchase all the securities offered by the prospectus supplement. We may change from time to time the public offering
price and any discounts or concessions allowed or reallowed or paid to dealers.
If
we use a dealer in the sale of the securities being offered pursuant to this prospectus or any prospectus supplement, we will
sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to
be determined by the dealer at the time of resale. The names of the dealers and the terms of the transaction will be specified
in a prospectus supplement.
We
may sell the securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, any agent will act on a best-efforts basis for the period of its appointment.
We
may also sell securities pursuant to an “equity line of credit”. In such event, we will enter into a common stock
purchase agreement with the purchaser to be named therein, which will be described in a Current Report on Form 8-K that we
will file with the SEC. In that Form 8-K, we will describe the total amount of securities that we may require the purchaser to
purchase under the purchase agreement and the other terms of purchase, and any rights that the purchaser is granted to purchase
securities from us. In addition to our issuance of shares of common stock to the equity line purchaser pursuant to the purchase
agreement, this prospectus (and the applicable prospectus supplement or post-effective amendment to the registration statement
of which this prospectus forms a part) also covers the resale of those shares from time to time by the equity line purchaser to
the public. The equity line purchaser will be considered an “underwriter” within the meaning of Section 2(a)(11) of
the Securities Act. Its resales may be effected through a number of methods, including without limitation, ordinary brokerage
transactions and transactions in which the broker solicits purchasers and block trades in which the broker or dealer so engaged
will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction. The
equity line purchaser will be bound by various anti-manipulation rules of the SEC and may not, for example, engage in any stabilization
activity in connection with its resales of our securities and may not bid for or purchase any of our securities or attempt to
induce any person to purchase any of our securities other than as permitted under the Securities Exchange Act of 1934, as amended,
or the Exchange Act.
We
may sell our securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of our common stock, and we will describe any commissions we will pay the agent in the prospectus supplement. Unless
the prospectus supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may provide underwriters and agents with indemnification against civil liabilities related to offerings pursuant to this prospectus,
including liabilities under the Securities Act, or contribution with respect to payments that the underwriters or agents may make
with respect to these liabilities. Underwriters and agents may engage in transactions with, or perform services for, us in the
ordinary course of business. We will describe such relationships in the prospectus supplement naming the underwriter or agent
and the nature of any such relationship.
Rules
of the SEC may limit the ability of any underwriters to bid for or purchase securities before the distribution of the shares of
common stock is completed. However, underwriters may engage in the following activities in accordance with the rules:
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Stabilizing
transactions — Underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of
the shares, so long as stabilizing bids do not exceed a specified maximum.
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Options
to purchase additional stock and syndicate covering transactions — Underwriters may sell more shares of our common stock
than the number of shares that they have committed to purchase in any underwritten offering. This creates a short position for
the underwriters. This short position may involve either “covered” short sales or “naked” short sales.
Covered short sales are short sales made in an amount not greater than the underwriters’ option to purchase additional shares
in any underwritten offering. The underwriters may close out any covered short position either by exercising their option or by
purchasing shares in the open market. To determine how they will close the covered short position, the underwriters will consider,
among other things, the price of shares available for purchase in the open market, as compared to the price at which they may
purchase shares through their option. Naked short sales are short sales in excess of the option. The underwriters must close out
any naked position by purchasing shares in the open market. A naked short position is more likely to be created if the underwriters
are concerned that, in the open market after pricing, there may be downward pressure on the price of the shares that could adversely
affect investors who purchase shares in the offering.
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Penalty
bids — If underwriters purchase shares in the open market in a stabilizing transaction or syndicate covering transaction,
they may reclaim a selling concession from other underwriters and selling group members who sold those shares as part of the offering.
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Similar
to other purchase transactions, an underwriter’s purchases to cover the syndicate short sales or to stabilize the market
price of our common stock may have the effect of raising or maintaining the market price of our common stock or preventing or
mitigating a decline in the market price of our common stock. As a result, the price of the shares of our common stock may be
higher than the price that might otherwise exist in the open market. The imposition of a penalty bid might also have an effect
on the price of shares if it discourages resales of the shares.
If
commenced, the underwriters may discontinue any of these activities at any time.
Our
common stock is traded on Nasdaq and on TASE. One or more underwriters may make a market in our
common stock, but the underwriters will not be obligated to do so and may discontinue market making at any time without
notice. We cannot give any assurance as to liquidity of the trading market for our common stock.
Any
underwriters who are qualified market makers on Nasdaq may engage in passive market making transactions in that market in the
common stock in accordance with Rule 103 of Regulation M, during the business day prior to the pricing of the offering,
before the commencement of offers or sales of the common stock. Passive market makers must comply with applicable volume and price
limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s
bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded.
In
compliance with guidelines of the Financial Industry Regulatory Authority, or FINRA, the maximum commission or discount to be
received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate amount of the securities offered
pursuant to this prospectus and any applicable prospectus supplement.
LEGAL
MATTERS
Zysman,
Aharoni, Gayer and Sullivan & Worcester LLP, New York, New York, passed upon the validity of the securities offered hereby.
EXPERTS
The
financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended August
31, 2019 have been so incorporated in reliance on the report of Kesselman & Kesselman- CPA. (Isr), a member firm of PricewaterhouseCoopers
International Limited, an independent registered public accounting firm, given on the authority of said firm as experts in auditing
and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
are filing a registration statement on Form S-3 under the Securities Act with the SEC with respect to the shares of our common
stock, warrants and units offered through this prospectus. This prospectus is filed as a part of that registration statement and
does not contain all of the information contained in the registration statement and exhibits. We refer you to our registration
statement and each exhibit attached to it for a more complete description of matters involving us, and the statements we have
made in this prospectus are qualified in their entirety by reference to these additional materials.
We
are subject to the reporting and information requirements of the Exchange Act and as a result file periodic reports and other
information with the SEC. You can review our SEC filings and the registration statement by accessing the SEC’s internet
site at http://www.sec.gov. We maintain a corporate website at https://www.oramed.com. Information contained on, or that can be
accessed through, our website does not constitute a part of this prospectus. We have included our website address in this prospectus
solely as an inactive textual reference.
INCORPORATION
OF DOCUMENTS BY REFERENCE
We
are “incorporating by reference” certain documents we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information in the documents incorporated by reference is considered
to be part of this prospectus. Statements contained in documents that we file with the SEC and that are incorporated by reference
in this prospectus will automatically update and supersede information contained in this prospectus, including information in
previously filed documents or reports that have been incorporated by reference in this prospectus, to the extent the new information
differs from or is inconsistent with the old information.
We
have filed or may file the following documents with the SEC. These documents are incorporated herein by reference as of their
respective dates of filing:
(1) Our Annual Report on Form 10-K for the fiscal year ended August
31, 2019, as filed with the SEC on November 27, 2019;
(2) Our
Quarterly Report on Form 10-Q for the quarter ended November 30, 2019, as filed with the SEC on January 9, 2020;
(3) Our Current Reports on Form 8-K, as filed with the SEC on September 5, 2019,
November 12, 2019, and December 6, 2019; and
(4) The description of our common stock contained in our Registration Statement on Form 8-A
filed with the SEC on February 7, 2013, including any amendments and reports filed for the purpose of updating such description.
All
documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act until all of the
securities to which this prospectus relates has been sold or the offering is otherwise terminated, except in each case for information
contained in any such filing where we indicate that such information is being furnished and is not to be considered “filed”
under the Exchange Act, will be deemed to be incorporated by reference in this prospectus and any accompanying prospectus supplement
and to be a part hereof from the date of filing of such documents.
We
will provide a copy of the documents we incorporate by reference, at no cost, to any person who receives this prospectus. To request
a copy of any or all of these documents, you should write or telephone us at 1185 Avenue of the Americas, Suite 228, New York,
New York 10036, Attention: Avraham Gabay, (844) 967-2633.
5,250,000 Shares
Common Stock
—————————————
Prospectus
Supplement
—————————————
National Securities Corporation
February 27, 2020
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