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): June 3, 2010
ORAMED
PHARMACEUTICALS INC.
(Exact
name of registrant as specified in its charter)
|
Nevada
(State
or other jurisdiction
of
incorporation)
|
000-50298
(Commission
File Number)
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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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY
INTO A MATERIAL DEFINITIVE AGREEMENT
On June
1, 2010, Oramed Ltd., a subsidiary of Oramed Pharmaceuticals Inc., entered into
a joint venture agreement with Laser Detect Systems
Ltd. ("Laser
Detect"), an Israeli company listed on the Tel Aviv Stock Exchange, for
the establishment of a new company to be called Entera Bio Ltd.
("Entera").
Under the
terms of a license agreement to be entered into at the closing between Oramed
and Entera, Oramed will out-license technology to Entera, on an exclusive basis,
for the development of oral delivery drugs for certain indications to be agreed
upon between the parties. The out-licensed technology differs from
Oramed’s main delivery technology that is used for oral insulin and is subject
to a different patent application. Entera's initial development effort will be
an oral formulation for the treatment of osteoporosis. The license will be
royalty-free unless Oramed's ownership interest in Entera decreases to 30% or
less of its outstanding share capital, in which case royalties will be payable
with respect to revenues derived from indications in excess of the first ten.
Under certain circumstances, Entera may receive ownership of the licensed
technology, in which case Oramed would receive a license back on the same
terms.
According
to the joint venture agreement, Laser Detect will invest $600,000 in Entera, and
Entera will be owned in equal parts by Oramed and Laser Detect, subject to
dilution by future issuances of shares. Entera's Chief Executive Officer will be
granted options to purchase ordinary shares of Entera, reflecting 9.9% of the
Entera's share capital, immediately following the dilution by these options.
Entera's board of directors will be comprised of four members – one director
designated by each of Oramed and Laser Detect, Dr. Phillip Schwartz – Entera's
Chief Executive Officer and Mr. Kenneth Abramowitz, co-founder and
Managing General Partner of NGN Capital. In the event that Entera has not
obtained third-party financing by June 1, 2011, or such other date mutually
agreed upon by the parties, each of Oramed and Laser Detect will be required to
make a capital contribution to Entera in the amount of $150,000. The joint
venture agreement also contains customary provisions with respect to preemptive
rights, rights of first refusal, drag-along rights, veto rights and information
rights.
Mr. Zeev
Bronfeld, who is one of Laser Detect's controlling shareholders, is also an
affiliated shareholder of Oramed Pharmaceuticals Inc. Accordingly, the closing
of the transaction is subject to the approval of Laser Detect's
shareholders.
ITEM
7.01 REGULATION
FD DISCLOSURE
On June
2, 2010, Oramed Pharmaceuticals Inc. issued a press release announcing the
transaction described in Item 1.01. A copy of the press release is
attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated
by reference herein.
ITEM
9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
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Exhibit
Number
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Description
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99.1
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Press
Release dated June 2,
2010.
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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:
June 3, 2010
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By:
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/s/
Nadav Kidron
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Nadav
Kidron
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President,
CEO and
Director
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Exhibit
Index
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Exhibit
Number
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Description
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99.1
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Press
Release dated June 2,
2010.
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