Item 1.01. Entry into a Material Definitive Agreement.
On November 3, 2021, Oramed
Pharmaceuticals Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with
several institutional and accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell, in a registered
direct offering (the “Offering”), an aggregate of 2,000,000 shares of the Company’s common stock, par value $0.012 per
share (the “Shares”), to the Purchasers for an offering price of $25 per Share. The closing of the sale of the Shares is expected
to occur on or about November 5, 2021, subject to the satisfaction of customary closing conditions. The net proceeds to the Company from
the Offering, after deducting the placement agent’s fees and expenses and the Company’s estimated Offering expenses, are expected
to be approximately $46,375,000.
The Shares will be issued
pursuant to a prospectus supplement dated as of November 3, 2021, which will be filed with the Securities and Exchange Commission, or
the SEC, in connection with a takedown from the Company’s shelf registration statement on Form S-3 (File No. No. 333-257926), which
became effective on July 26, 2021, and the base prospectus dated as of July 26, 2021 contained in such registration statement. This Current
Report shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the 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.
On November 2, 2021, the Company
entered into a letter agreement (the “Engagement Letter”) with H.C. Wainwright & Co., LLC (“HCW”), pursuant
to which HCW agreed to serve as exclusive placement agent for the Company. For its services in the Offering, HCW will receive a fee equal
to 7% of the gross proceeds raised in the Offering and $25,000 for non-accountable expenses.
Copies of the Engagement Letter
and the form of Purchase Agreement are filed as Exhibits 1.1 and 10.1, respectively, to this Current Report and are incorporated by reference
herein. The foregoing summaries of such documents are subject to, and qualified in their entirety by reference to, such exhibits. The
Engagement Letter and the Purchase Agreement contain representations and warranties that the parties made in the context of all of the
terms and conditions of that agreement and in the context of the specific relationship between the parties.
Warning Concerning Forward Looking Statements
This Current Report on Form
8-K contains statements which constitute forward looking statements within the meaning of the Private Securities Litigation Reform Act
of 1995 and other securities laws. These forward looking statements are based upon the Company’s present intent, beliefs or expectations,
but forward looking statements are not guaranteed to occur and may not occur for various reasons, including some reasons which are beyond
the Company’s control. For example, this Current Report states that the Offering is expected to close on or about November 5, 2021.
In fact, the closing of the Offering is subject to various conditions and contingencies as are customary in securities purchase agreements
in the United States. If these conditions are not satisfied or the specified contingencies do not occur, this Offering may not close.
For this reason, among others, you should not place undue reliance upon the Company’s forward looking statements. Except as required
by law, the Company undertakes 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 Report.