zk1212336.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 12b-25
NOTIFICATION OF LATE FILING

Commission File Number 000-51255

(Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q
o Form 10-D o Form N-SAR o Form N-CSR

For Period Ended: August 31, 2012

o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR

For the Transition Period Ended:
 
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I
REGISTRANT INFORMATION

Oramed Pharmaceuticals Inc.
Full Name of Registrant

Hi-Tech Park 2/5, Givat-Ram, P.O. Box 39098
Address of Principal Executive Office (Street and Number)

Jerusalem, Israel  91390
City, State and Zip Code

 
 
 
 
PART II
RULE 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.) x

 
(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

 
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 

PART III
NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Oramed Pharmaceuticals Inc. (the “Company”) is unable to file, without unreasonable effort or expense, its Annual Report on Form 10-K for the period ended August 31, 2012.  Additional time is needed because the Company is in the process of evaluating the value of anti-dilution protections attached to warrants that were granted to an investor during the fiscal years 2011 and 2012 (the “Warrants”).

As of August 31, 2011, the Warrants that were granted during the year ended August 31, 2011 were presented within stockholders’ equity.  After further review, the Company has determined that these instruments should have been classified as liabilities.  Changes in the fair value of these Warrants require adjustments to the amount of the liabilities recorded on the Company's balance sheet, and the corresponding gain or loss is required to be recorded in the Company's statement of operations.  The Company is still assessing the impact of the error and calculating Warrant values for each accounting period.  As a result, the Company is unable to provide complete financial results for the year ended August 31, 2012 and 2011 until this assessment is complete.

In connection with this matter, management is reviewing the impact on management's assessment of internal control over financial reporting
.
PART IV
OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Nadav Kidron (972) –2 – 566-0001
(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
 
Yes x   No o
 
 
 
 
 
(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes x   No o

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company currently cannot provide a reasonable estimate of the results as it is in the midst of valuing the Warrants at the date of grant and at the date of each balance sheet date to be presented.  The change in the value of the Warrants will be recognized in the statements of operations report as a financial expense (income).

Oramed Pharmaceuticals Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date:  November 29, 2012 
By:  
/s/ Nadav Kidron 
 
Nadav Kidron
President and Chief Executive Officer
 
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

 
ATTENTION

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).