Item 1.01. Entry into a Material Definitive Agreement.
On June 16, 2021, Oramed Pharmaceuticals Inc. (the "Company") entered into an
equity distribution agreement (the "Equity Distribution Agreement") with
Canaccord Genuity LLC, as agent ("Canaccord Genuity"), pursuant to which the
Company may issue and sell shares of its common stock having an aggregate
offering price of up to $28,000,000 from time to time through Canaccord Genuity.
The Equity Distribution Agreement will replace that certain Equity Distribution
Agreement, dated as of December 1, 2020 (the "2020 Equity Distribution
Agreement"), between the Company and Canaccord Genuity, as amended, once it has
been exhausted. From December 1, 2020 through June 14, 2021, the Company sold an
aggregate of 3,956,220 shares of common stock pursuant to the 2020 Equity
Distribution Agreement for aggregate gross proceeds of $38,548,161, and as a
result an aggregate of $1,451,839 remains available for sale under the 2020
Equity Distribution Agreement in addition to the $28,000,000 that the Company
may offer and sell under the Equity Distribution Agreement.
Any sales of shares of common stock pursuant to the Equity Distribution
Agreement will be made under the Company's currently effective shelf
registration statement on Form S-3 (File No. 333-236194) and an additional
registration statement pursuant to Rule 462(b) under the Securities Act of 1933,
as amended (the "Securities Act"), the prospectus contained therein and the
prospectus supplement dated and filed on June 16, 2021. Canaccord Genuity may
sell common stock (A) in privately negotiated transactions with the Company's
consent; (B) as block transactions; or (C) by any other method permitted by law
deemed to be an "at the market offering" as defined in Rule 415(a)(4)
promulgated under the Securities Act, including sales made directly on The
Nasdaq Capital Market or sales made into any other existing trading market for
the Company's common stock. Subject to the terms and conditions of the Equity
Distribution Agreement, Canaccord Genuity will use its commercially reasonable
efforts to sell the shares of the Company's common stock from time to time,
based upon the Company's instructions (including any price, time or size limits
or other parameters or conditions that the Company may impose). The Company will
pay to Canaccord Genuity a cash commission of 3.0% of the gross proceeds from
the sale of any shares of common stock by Canaccord Genuity under the Equity
Distribution Agreement. The Company will also reimburse Canaccord Genuity for
certain specified expenses in connection with entering into the Equity
Distribution Agreement. The Company and Canaccord Genuity have also provided
each other with customary indemnification rights.
The Company is not obligated to make any sales of common stock under the Equity
Distribution Agreement and no assurance can be given that the Company will sell
any shares under the Equity Distribution Agreement, or, if it does, as to the
price or amount of shares that the Company will sell, or the dates on which any
such sales will take place. The Equity Distribution Agreement may be terminated
by either party at any time upon five days' notice to the other party, or by
Canaccord Genuity at any time in certain circumstances.
The foregoing description of the Equity Distribution Agreement is not complete
and is qualified in its entirety by reference to the full text of the Equity
Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
Item 9.01. Financial Statements and Exhibits.
1.1 Equity Distribution Agreement, dated June 16, 2021, by and between the
Company and Canaccord Genuity.
5.1 Opinion of Sullivan & Worcester LLP.
23.1 Consent of Sullivan & Worcester LLP (contained in Exhibit 5.1).
© Edgar Online, source Glimpses