UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): April 27, 2008
ORAMED
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction
of
incorporation)
|
000-50298
(Commission
File Number)
|
98-0376008
(IRS
Employer
Identification
No.)
|
Hi-Tech
Park 2/5 Givat Ram
PO
Box 39098
Jerusalem,
Israel 91390
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: 972-2-566-0001
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM
1.01
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Entry
into a Material Definitive
Agreement.
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Consulting
Agreements
On
July
1, 2008, Oramed Ltd., an Israeli subsidiary of Oramed Pharmaceuticals Inc.
(the
“Company”), entered into a consulting agreement with KNRY Ltd. (“KNRY”), an
Israeli company owned by Nadav Kidron, whereby Mr. Nadav Kidron, through KNRY,
will provide services as President and Chief Executive Officer of both the
Company and Oramed Ltd. (the “Nadav Kidron Consulting Agreement”). Additionally,
on July 1, 2008, Oramed Ltd. entered into a consulting agreement with KNRY
whereby Dr. Miriam Kidron, through KNRY, will provide services as Chief Medical
and Technology Officer of both the Company and Oramed Ltd. (the “Miriam Kidron
Consulting Agreement” and together with the Nadav Kidron Consulting Agreement,
the “Consulting Agreements”). The Consulting Agreements replace the existing
Employment Agreements entered into between the Company and KNRY, dated as of
August 1, 2007, pursuant to which Nadav Kidron and Miriam Kidron, respectively,
currently provide services to the Company.
The
Consulting Agreements are both terminable by either party upon 60 days prior
written notice. The Consulting Agreements provide that KNRY (i) will be paid,
under each of the Consulting Agreements, in New Israeli Shekels (“NIS”) a gross
amount of NIS50,400 + Value-Added-Tax per month and (ii) will be reimbursed
for
reasonable expenses incurred in connection with performance of the Consulting
Agreements.
Pursuant
to the Consulting Agreements, KNRY, Nadav Kidron and Miriam Kidron each agree
that during the term of the Consulting Agreements and for a 12 month period
thereafter, none of them will compete with Oramed Ltd. nor solicit employees
of
Oramed Ltd.
The
preceding is qualified in its entirety by reference to the Consulting Agreements
that our filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2
and are incorporated by reference herein.
2008
Stock Incentive Plan
On
April
27, 2008, the Board of Directors of the Company adopted the Oramed
Pharmaceuticals Inc. 2008 Stock Incentive Plan (the
“2008 Plan”) and directed that it be submitted to the shareholders of the
Company for approval at its next annual meeting of shareholders.
The
Board
has reserved 8,000,000 shares of the Company’s common stock for issuance, in the
aggregate, under the Plan, subject to adjustment for a stock split or any future
stock dividend or other similar change in our common stock or our capital
structure.
The
Plan
provides for the grant of stock options, restricted stock, restricted stock
units and stock appreciation rights, collectively referred to as “awards.” Stock
options granted under the Plan may be either incentive stock options under
the
provisions of Section 422 of the Internal Revenue Code, or non-qualified stock
options. Incentive stock options may be granted only to employees of the Company
or a parent or subsidiary of the Company. Awards other than incentive stock
options may be granted to employees, directors and consultants. The Plan is
also
in compliance with the provisions of the Israeli Income Tax Ordinance New
Version, 1961 (including as amended pursuant to Amendment 132 thereto) (the
“Tax
Ordinance”) and is intended to enable us to grant awards to grantees who are
Israeli residents as follows: (i) awards to employees pursuant to Section 102
of
the Tax Ordinance (applicable only to employees, office holders and directors
of
our company or a related entity excluding those who are considered “Controlling
Shareholders” pursuant to Section 32(9) of the Tax Ordinance); and (ii) awards
to non-employees pursuant to Section 3(i) of the Tax Ordinance.
The
Board
of Directors or a committee designated by the Board, referred to as the “plan
administrator,” will administer the Plan, including selecting the grantees,
determining the number of shares to be subject to each award, determining the
exercise or purchase price of each award, and determining the vesting and
exercise periods of each award.
The
preceding is qualified in its entirety by reference to the 2008 Plan that is
filed with this Current Report on Form 8-K as Exhibits 10.3 and is incorporated
by reference herein.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
(e)
The
information provided in Item 1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item 5.02.
Pursuant
to the 2008 Plan, on May 7, 2008 the Company issued Awards of non-qualified
stock options to Nadav Kidron, the Company’s President, Chief Executive Officer
and a director, and Miriam Kidron, the Company’s Chief Medical and Technology
Officer and a director. For Israeli taxation purposes, such awards will be
governed by Section 3(i) of the Tax Ordinance. Pursuant to their Awards, Nadav
Kidron and Miriam Kidron were each granted 864,000 options at an exercise price
of $0.54 per share, the closing price on the date of the Awards. 144,000 of
the
options under each Award vested immediately on the date of the Awards and 36,000
options vest on the last day of each month thereafter.
The
preceding is qualified in its entirety by reference to the Form of Notices
of
Stock Option Awards and Stock Option Award Agreements that is filed with this
Current Report on Form 8-K as Exhibits 10.4 and is incorporated by reference
herein.
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ITEM
9.01
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FINANCIAL
STATEMENTS AND EXHIBITS.
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|
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10.1
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Consulting
Agreement by and between Oramed Ltd. and KNRY, Ltd. entered into
as of
July 1, 2008 for the services of Nadav Kidron
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| |
10.2
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Consulting
Agreement by and between Oramed Ltd. and KNRY, Ltd. entered into
as of
July 1, 2008 for the services of Miriam Kidron
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|
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10.3
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Oramed
Pharmaceuticals Inc. 2008 Stock Incentive Plan
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| |
10.4
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Form
of Notice of Stock Option Award and Stock Option Award
Agreement
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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ORAMED
PHARMACEUTICALS INC.
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Dated:
July 1, 2008
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By: |
/s/
Nadav Kidron
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Nadav
Kidron
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President,
CEO and Director
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