Nevada
|
98-0376008
|
(State
or other jurisdiction of incorporation or organization)
|
(IRS
Employer Identification No.)
|
PART
I
|
1
|
|||
ITEM
1 - FINANCIAL STATEMENTS
|
1
|
|||
BALANCE
SHEETS
|
1
|
|
||
STATEMENTS
OF OPERATIONS
|
2
|
|
||
STATEMENTS
OF CHANGES IN STOCKHOLDERS’ EQUITY
|
3
|
|||
STATEMENTS
OF CASH FLOWS
|
4
|
|
||
NOTES
TO FINANCIAL STATEMENTS
|
5
|
|
||
ITEM
2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF
OPERATION
|
12
|
|||
ITEM
3A(T) - CONTROLS AND PROCEDURES
|
19
|
|||
PART
II
|
20
|
|||
ITEM
1 - LEGAL PROCEEDINGS
|
20
|
|||
ITEM
2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS
|
20
|
|||
ITEM
3 - DEFAULTS UPON SENIOR SECURITIES
|
20
|
|||
ITEM
4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
20
|
|||
ITEM
5 - OTHER INFORMATION
|
20
|
|||
ITEM
6 - EXHIBITS
|
21
|
May
31,
|
August
31,
|
||||||
2008
|
2007
|
||||||
Unaudited
|
Audited
|
||||||
Assets
|
|||||||
CURRENT
ASSETS:
|
|||||||
Cash
and cash equivalents
|
$
|
2,659
|
$
|
1,918
|
|||
Prepaid
expenses and other current assets
|
62
|
12
|
|||||
Total
current assets
|
2,721
|
1,930
|
|||||
PROPERTY
AND EQUIPMENT,
net
|
93
|
2
|
|||||
DEPOSITS
|
11
|
5
|
|||||
Total
assets
|
$
|
2,825
|
$
|
1,937
|
|||
Liabilities
and stockholders' equity
|
|||||||
CURRENT
LIABILITIES:
|
|||||||
Accounts
payable and accrued expenses
|
$
|
271
|
$
|
341
|
|||
Account
payable with former shareholder
|
47
|
47
|
|||||
Convertible
notes payable
|
-
|
275
|
|||||
Receipts
on account of shares issuance
|
2,045
|
761
|
|||||
Total
current liabilities
|
2,363
|
1,424
|
|||||
STOCKHOLDERS'
EQUITY:
|
|||||||
Common
stock of $ 0.001 par value - Authorized: 200,000,000 shares at May
31, 2008 and August 31, 2007; Issued and outstanding: 47,597,121
at May
31, 2008 and 45,231,779
shares
at August 31, 2007, respectively
|
48
|
45
|
|||||
Additional
paid-in capital
|
6,403
|
4,947
|
|||||
Deficit
accumulated during the development stage
|
(5,989
|
)
|
(4,479
|
)
|
|||
Total
stockholders' equity
|
462
|
513
|
|||||
Total
liabilities and stockholders' equity
|
$
|
2,825
|
$
|
1,937
|
Nine
months ended
|
Three
months ended
|
From
April 12, 2002 (inception) through
|
||||||||||||||
May
31
|
May
31
|
May
31
|
May
31
|
May
31
|
||||||||||||
2008
|
2007
|
2008
|
2007
|
2008
|
||||||||||||
Unaudited
|
Unaudited
|
Unaudited
|
||||||||||||||
Operating
expenses:
|
||||||||||||||||
Research
and development
|
$
|
656
|
$
|
187
|
$
|
464
|
$
|
51
|
$
|
3,068
|
||||||
Loss
from Impairment
|
-
|
-
|
-
|
-
|
435
|
|||||||||||
General
and administrative
|
915
|
452
|
381
|
244
|
2,440
|
|||||||||||
1,571
|
639
|
845
|
295
|
5,943
|
||||||||||||
Interest
expense (income) - net
|
(61
|
)
|
65
|
(24
|
)
|
1
|
46
|
|||||||||
Net
loss
|
$
|
1,510
|
$
|
704
|
$
|
821
|
$
|
296
|
$
|
5,989
|
||||||
Basic
and diluted net loss per share
|
$
|
0.03
|
$
|
0.02
|
$
|
0.02
|
$
|
0.01
|
||||||||
Weighted
average number of shares used in computing basic and diluted net
loss per
share
|
47,041,387
|
41,549,728
|
47,059,078
|
41,631,799
|
Common
Stock
|
Additional
paid-in
|
Deficit
accumulated
during
the
development
|
Total
stockholders'
equity
|
|||||||||||||
Shares
|
$
|
capital
|
stage
|
(deficit)
|
||||||||||||
BALANCE
AS OF APRIL 12, 2002 (Inception)
|
34,828,200
|
$
|
35
|
$
|
19
|
$
|
54
|
|||||||||
NET
LOSS
|
$
|
(65
|
)
|
(65
|
)
|
|||||||||||
BALANCE
AS OF AUGUST 31, 2003
|
34,828,200
|
35
|
19
|
(65
|
)
|
(11
|
)
|
|||||||||
SHARES
CANCELLED
|
(19,800,000
|
)
|
(20
|
)
|
20
|
-
|
||||||||||
SHARES
ISSUED FOR INVESTMENT IN ISTI-NJ
|
1,144,410
|
1
|
434
|
435
|
||||||||||||
SHARES
ISSUED FOR OFFERING COSTS
|
1,752,941
|
2
|
(2
|
)
|
-
|
|||||||||||
SHARES
ISSUED FOR CASH
|
550,000
|
274
|
274
|
|||||||||||||
CONTRIBUTIONS
TO PAID IN CAPITAL
|
19
|
19
|
||||||||||||||
NET
LOSS
|
(717
|
)
|
(717
|
)
|
||||||||||||
BALANCE
AS OF AUGUST 31, 2004
|
18,475,551
|
18
|
764
|
(782
|
)
|
-
|
||||||||||
IMPUTED
INTEREST
|
1
|
1
|
||||||||||||||
NET
LOSS
|
(46
|
)
|
(46
|
)
|
||||||||||||
BALANCE
AS OF AUGUST 31, 2005
|
18,475,551
|
18
|
765
|
(828
|
)
|
(45
|
)
|
|||||||||
SHARES
ISSUED FOR CASH
|
22,981,228
|
23
|
23
|
|||||||||||||
IMPUTED
INTEREST
|
4
|
4
|
||||||||||||||
NET
LOSS
|
(415
|
)
|
(415
|
)
|
||||||||||||
BALANCE
AS OF AUGUST 31, 2006
|
41,456,779
|
41
|
769
|
(1,243
|
)
|
(433
|
)
|
|||||||||
SHARES
ISSUED FOR CASH
|
3,650,000
|
4
|
1,821
|
1,825
|
||||||||||||
SHARES
ISSUED FOR SERVICES
|
125,000
|
99
|
99
|
|||||||||||||
STOCK
BASED COMPENSATION RELATED TO OPTIONS GRANTED TO EMPLOYEES
AND
DIRECTORS
|
2,146
|
2,146
|
||||||||||||||
DISCOUNT
ON CONVERTIBLE NOTE RELATED TO BENEFICIAL CONVERSION
FEATURE
|
108
|
108
|
||||||||||||||
IMPUTED
INTEREST
|
4
|
4
|
||||||||||||||
NET
LOSS
|
(3,236
|
)
|
(3,236
|
)
|
||||||||||||
BALANCE
AS OF AUGUST 31, 2007
|
45,231,779
|
45
|
4,947
|
(4,479
|
)
|
513
|
||||||||||
RECEIPTS
ON ACCOUNT OF SHARES ISSUANCE
|
1,562,317
|
2
|
779
|
781
|
||||||||||||
SHARES
ISSUED FOR CASH
|
510,000
|
1
|
254
|
255
|
||||||||||||
SHARES
ISSUED FOR SERVICES
|
293,025
|
173
|
173
|
|||||||||||||
STOCK
BASED COMPENSATION RELATED TO OPTIONS GRANTED TO EMPLOYEES
AND
DIRECTORS
|
247
|
247
|
||||||||||||||
IMPUTED
INTEREST
|
3
|
3
|
||||||||||||||
NET
LOSS
|
(1,510
|
)
|
(1,510
|
)
|
||||||||||||
BALANCE
AS OF MAY 31, 2008 (unaudited)
|
47,592,121
|
$
|
48
|
$
|
6,403
|
$
|
(5,989
|
)
|
$
|
462
|
Nine
months ended
|
From
April 12, 2002 (inception date) through
|
|||||||||
May
31,
|
May
31,
|
May
31,
|
||||||||
2008
|
2007
|
2008
|
||||||||
Unaudited
|
Unaudited
|
|||||||||
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
||||||||||
Net
loss
|
$
|
(1,510
|
)
|
$
|
(704
|
)
|
$
|
(5,989
|
)
|
|
Adjustments
required to reconcile net loss to net cash used in operating
activities:
|
||||||||||
Depreciation
|
7
|
-
|
7
|
|||||||
Exchange
differences on long term deposits
|
(2
|
)
|
-
|
(2
|
)
|
|||||
Amortization
of debt discount
|
-
|
60
|
108
|
|||||||
Stock
option expense
|
247
|
175
|
2,393
|
|||||||
Common
stock issued for services
|
173
|
99
|
272
|
|||||||
Loss
on impairment of investment
|
-
|
-
|
435
|
|||||||
Imputed
interest
|
3
|
3
|
11
|
|||||||
Changes
in operating assets and liabilities:
|
||||||||||
Prepaid
expenses and other current assets
|
(50
|
)
|
-
|
(62
|
)
|
|||||
Accounts
payable and accrued expenses
|
(74
|
)
|
(46
|
)
|
265
|
|||||
Total
net cash used in operating activities
|
(1,206
|
)
|
(413
|
)
|
(2,562
|
)
|
||||
|
||||||||||
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
||||||||||
Purchase
of property and equipment
|
(98
|
)
|
-
|
(100
|
)
|
|||||
Lease
deposits
|
-
|
-
|
(5
|
)
|
||||||
Total
net cash used in investing activities
|
(98
|
)
|
-
|
(105
|
)
|
|||||
|
||||||||||
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
||||||||||
Proceeds
from sales of common stock
|
-
|
925
|
2,940
|
|||||||
Cash
received on account of shares issuances
|
2,045
|
-
|
2,045
|
|||||||
Proceeds
from convertible notes
|
-
|
275
|
275
|
|||||||
Proceeds
from short term note payable
|
-
|
20
|
120
|
|||||||
Payments
of short term note payable
|
-
|
(20
|
)
|
(120
|
)
|
|||||
Shareholder
advances
|
-
|
-
|
66
|
|||||||
Net
cash provided by financing activities
|
2,045
|
1,200
|
5,326
|
|||||||
|
||||||||||
INCREASE
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
741
|
787
|
2,659
|
|||||||
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
1,918
|
176
|
||||||||
CASH
AND CASH EQUIVALENTS AT END OF
PERIOD
|
$
|
2,659
|
$
|
963
|
$
|
2,659
|
||||
|
||||||||||
Non
cash investing and financing activities:
|
||||||||||
Shares
issued for services rendered
|
$
|
173
|
$
|
272
|
||||||
Stock
issued for receipts on account of shares issuance and convertible
notes
|
$
|
1,036
|
||||||||
Discount
on convertible note from BCF
|
$
|
60
|
|
108
|
||||||
Shares
issued for offering costs
|
|
2
|
||||||||
Long
term deposits
|
$
|
4
|
4
|
|||||||
Forgiveness
of debt by shareholder
|
$
|
19
|
a. |
General:
|
1.
|
Oramed
Pharmaceuticals, Inc. (“Oramed”) was
incorporated on April 12, 2002, under the laws of the State of
Nevada.
From incorporation until March 3, 2006, Oramed was an exploration
stage
company engaged in the acquisition and exploration of mineral properties.
On February 17, 2006, Oramed entered into an agreement with Hadasit
Medical Services and Development Ltd. to acquire the provisional
patent
related to orally
ingestible insulin pill to be used for the treatment of individuals
with
diabetes.
Oramed has been in the development stage since its formation and
has not
yet realized any revenues from its planned
operations.
|
2.
|
The
accompanying unaudited interim consolidated financial statements
as of May
31, 2008 and for the nine and three months then ended, have been
prepared
in accordance with accounting principles generally accepted in
the United
States relating to the preparation of financial statements for
interim
periods. Accordingly, they do not include all the information and
footnotes required for annual financial statements. In the opinion
of
management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included.
Operating
results for the nine months ended May 31, 2008, are not necessarily
indicative of the results that may be expected for the year ending
August
31, 2008.
|
3. |
Going
concern considerations
|
b.
|
Share-based
payment:
|
The
Company implements Statement of Financial Accounting Standards
No. 123 (revised 2004) “Share-based Payment” (“FAS 123(R)”). FAS
123(R) requires awards classified as equity awards be accounted
for using
the grant-date fair value method. The fair value of share-based
payment
transactions is recognized as expense over the requisite service
period,
net of estimated forfeitures. The company recognizes compensation
cost for
an award with only service conditions that has a graded vesting
schedule
using the accelerated method of amortization under FAS 123(R) over
the
requisite service period for the entire
awards.
|
c.
|
Recently
Issued Accounting
Pronouncements
|
1.
|
In
December 2007, the FASB issued Statement of Financial Accounting
Standards
No. 141 (revised 2007), "Business Combinations" ("SFAS 141(R)".
SFAS
141(R) changes the accounting for business combinations, including
the
measurement of acquirer shares issued in consideration for a business
combination, the recognition of contingent consideration, the accounting
for contingencies, the recognition of capitalized in-process research
and
development, the accounting for acquisition-related restructuring
cost
accruals, the treatment of acquisition related transaction costs
and the
recognition of changes in the acquirer’s income tax valuation allowance
and income tax uncertainties. SFAS 141(R) applies prospectively
to
business combinations for which the acquisition date is on or after
the
beginning of the first annual reporting period beginning on or
after
December 15, 2008. Early application is prohibited. The Company
will be
required to adopt SFAS 141(R) on September 1,
2009.
|
2.
|
In
December 2007, the FASB issued FAS No. 160, “Noncontrolling Interests
in Consolidated Financial Statements - an amendment of Accounting
Research
Bulletin No. 51” (“FAS No. 160”). FAS No. 160 establish
accounting and reporting standards for non-controlling interests
in a
subsidiary and deconsolidation of a subsidiary. Early adoption
is not
permitted. As applicable to the Company, these statements will
be
effective as of the year beginning September 1, 2009. The Company is
currently evaluating the potential impact, if any, the adoption
of FAS
No. 160 would have on its consolidated financial
statements.
|
3.
|
In
September 2006, the FASB issued Statement of Financial
Accounting Standards No. 157, “Fair Value Measurements” (“SFAS 157”).
SFAS 157 defines fair value, establishes a framework and gives
guidance
regarding the methods used for measuring fair value, and expands
disclosures about fair value measurements. SFAS 157 is effective for
financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years
(September 1, 2008, for the Company). The Company is currently
assessing
the impact that SFAS 157 may have on its results of operations
and
financial position.
|
4.
|
In
February 2007, the FASB issued Statement of Financial
Accounting Standards No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment of FASB
Statement No. 115” (“SFAS 159”). SFAS 159 is expected to expand the
use of fair value accounting but does not affect existing standards
which
require certain assets or liabilities to be carried at fair value.
The
objective of SFAS 159 is to improve financial reporting by providing
companies with the opportunity to mitigate volatility in reported
earnings
caused by measuring related assets and liabilities differently
without
having to apply complex hedge accounting provisions. Under SFAS
159, a
company may choose, at its initial application or at other specified
election dates, to measure eligible items at fair value and report
unrealized gains and losses on items for which the fair value option
has
been elected in earnings at each subsequent reporting date. SFAS 159
is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal
years (September 1, 2008, for the Company). If the Company is to
elect the
fair value option for its existing assets and liabilities, the
effect as
of the adoption date, shall be reported as a cumulative-effect
adjustment
to the opening balance of retained earnings. The Company is currently
assessing the impact that SFAS 159 may have on its financial
position.
|
5.
|
In
December 2007, the FASB ratified EITF Issue No. 07-01, "Accounting
for
Collaborative Arrangements" ("EITF 07-01"). EITF 07-01 defines
collaborative arrangements and establishes reporting requirements
for
transactions between participants in a collaborative arrangement
and
between participants in the arrangement and third parties. EITF
07-01 also
establishes the appropriate income statement presentation and
classification for joint operating activities and payments between
participants, as well as the sufficiency of the disclosures related
to
these arrangements. EITF 07-01 is effective for fiscal years beginning
after December 15, 2008 (September 1, 2009, for the Company). EITF
07-01
shall be applied using modified version of retrospective transition
for
those arrangements in place at the effective date. An entity should
report
the effects of applying this Issue as a change in accounting principle
through retrospective application to all prior periods presented
for all
arrangements existing as of the effective date, unless it is impracticable
to apply the effects the change retrospectively. The Company is
currently
assessing the impact that EITF 07-01 may have on its results of
operations
and financial position.
|
6.
|
On
June 2007, the FASB reached a final consensus on Emerging Issues
Task
Force Issue 07-3, “Accounting for Advance Payments for Goods or Services
to Be Used in Future Research and Development Activities” (“EITF 07-03”).
The consensus reached by the FASB requires companies involved
in research
and development activities to capitalize such non-refundable
advance
payments for goods and services pursuant to an executory contractual
arrangement because the right to receive those services in the
future
represents a probable future economic benefit. Those advance
payments will
be capitalized until the goods have been delivered or the related
services
have been performed. The consensus on EITF 07-03 is effective
prospectively for financial statements issued for fiscal years
beginning
after December 15, 2007, and interim periods within those fiscal
years.
Earlier application is not
permitted.
|
a.
|
On
September 4, 2007, 300,000 options were granted to two outside
consultants, at an exercise price of $0.45 per share for two
years, the
warrants vest in twelve equal monthly instalments over the first
year. The
fair value of these options as of May 31, 2008 was $110,799,
using the
Black Scholes option-pricing model and was based on the following
assumptions: dividend yield of 0% for all years; expected volatility
of
119%; risk-free interest rates of 2.22%; and the remaining contractual
life of 1.26 years.
|
b.
|
On
October 30, 2007, 100,000 options were granted to an advisory
board
member, at an exercise price of $0.76 per share for three years,
the
options vest in eighteen equal monthly instalments over form
the date of
grant. The fair value of these options as of May 31, 2008 was
$35,378,
using the Black Scholes option-pricing model and was based on
the
following assumptions: dividend yield of 0% for all years; expected
volatility of 119%; risk-free interest rates of 2.66%; and the
remaining
contractual life of 1.91 years.
|
a.
|
On
May 5, 2008, Oramed’s board of directors adopted the 2008 Stock Incentive
Plan (the “Plan”).
|
b.
|
On
May 7, 2008, an aggregate of 1,728,000 options were granted to
Nadav
Kidron, Oramed’s President, Chief Executive Officer and director, and
Miriam Kidron, Oramed’s Chief Medical and Technology Officer and director,
at an exercise price of $0.54 per share. The maximum term of
the options
is 10 years. 288,000 of the options vested immediately on the
date of
grant and the remainder will vest in twenty equal monthly installments.
The fair value of these options on the date of grant was $784,430,
using
the Black Scholes option-pricing model and was based on the following
assumptions: dividend yield of 0% for all years; expected volatility
of
116%; risk-free interest rates of 3.41%; and expected lives of
5.44
years.
|
a. |
On
July 1, 2008, the Subsidiary 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 Oramed and the Subsidiary (the “Nadav Kidron
Consulting Agreement”). Additionally, on July 1, 2008, the Subsidiary
entered into a consulting agreement with KNRY whereby Ms. Miriam
Kidron,
through KNRY, will provide services as Chief Medical and Technology
Officer of both Oramed and the Subsidiary (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 Oramed and the
Subsidiary.
|
b. |
On
July 14, 2008 Oramed entered into a Securities Purchase Agreement
with
twenty-nine accredited investors pursuant to which the Company
agreed to
sell to the investors an aggregate of 8,524,669 shares of the
Company’s
common stock at a purchase price of $0.60 per share. The investors
also
received three year warrants to purchase an aggregate of 4,262,337
shares
of common stock at an exercise price of $0.90 per share. The
aggregate
gross proceeds raised were approximately $5,000,000, of which
$2,045,000
has been received prior to May 31, 2008 and are recorded as receipts
on
account of shares issuance. The Company paid $85,000 to one individual
as
a finders fee and issued an aggregate of 143,333 shares to four
other
individuals as finders fees in connection with the private
placement.
|
c. |
On
July 17, 2008, an aggregate of 150,000 options were granted to
two outside
consultants, at an exercise price of $0.62 per share for two
years. The
options vest in four equal quarterly instalments over one year.
|
Nine
months ended
|
|||||||
Operating
Data:
|
May
31, 2008
|
May
31, 2007
|
|||||
Research
and development costs
|
$
|
656
|
$
|
187
|
|||
General
and administrative expenses
|
915
|
452
|
|||||
Financial
expense (income), net
|
(61
|
)
|
65
|
||||
Net
loss for the period
|
$
|
1,510
|
$
|
704
|
|||
Loss
per common share - basic and diluted
|
$
|
0.03
|
$
|
0.02
|
|||
Weighted
average common shares outstanding
|
47,041,387
|
41,549,728
|
·
|
On
August 3, 2007, we completed a private placement for the sale of
510,000
units at a purchase price of $0.50 per unit for a total consideration
of
$255. Each
unit consisted of one share of common stock and one share purchase
warrant. Each share purchase warrant entitles the holder to purchase
one
additional share of common stock for a period of 3 years at an
exercise
price of $0.75
|
·
|
On
September 7, 2007, Oramed issued 283,025 shares of common stock
valued at
$170 to a third party, for services rendered in the prior
year.
|
·
|
On
November 8, 2007 Oramed also issued 10,000 shares as a finder’s fee to a
placement agent valued at $3.
|
·
|
On
July 14, 2008 we
entered into a Securities Purchase Agreement with twenty-nine accredited
investors pursuant to which the Company agreed to sell to the investors
an
aggregate of 8,524,669
shares
of the Company’s common stock at
a purchase price of $0.60 per share.
The investors also received three year warrants to purchase an
aggregate
of 4,262,337
shares
of common stock at an exercise price of $0.90 per share. The aggregate
gross proceeds raised were approximately $5,000, of which $2,045
were
received prior to May 31, 2007 and are included as cash and cash
equivalents in the accompanying financial statements. The Company
paid $85
to one individual as a finders fee and issued an aggregate of 143,333
shares to four other individuals as finders fees in connection
with the
private placement.
|
·
|
On
September 4, 2007, we granted options to purchase up to 300,000
shares of
our common stock at an exercise price of $0.45 to two
consultants.
|
·
|
On
October 30, 2007, we granted options to purchase up to 100,000
shares of
our common stock at an exercise price of $0.76 to Dr.
John Ziemniak
a
new member of our Scientific Advisory
Board.
|
·
|
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.
|
·
|
On
May 7, 2008, we granted options under the 2008 plan to purchase
up to
864,000 shares of our common stock at an exercise price of $0.54
to each
of Nadav Kidron and Miriam Kidron.
|
·
|
On
July 17, 2008, we granted options under the 2008 plan to purchase
up to
100,000 shares of our common stock at an exercise price of $0.62
to
Professor Avram Hershko a new member of our Scientific Advisory
Board.
|
·
|
On
July 17, 2008, we granted options to purchase up to 50,000 shares
of our
common stock at an exercise price of $0.62 to an outside
consultant.
|
Category
|
Amount
|
|||
|
|
|||
Research
& Development
|
$
|
3,603
|
||
General
& Administrative Expenses
|
1,312
|
|||
Finance
Income, net
|
(100
|
)
|
||
Total
|
$
|
4,815
|
Number
|
|
Exhibit
|
(3)
|
Articles
of Incorporation and By-laws
|
|
3.1
|
Articles
of Incorporation (incorporated by reference from our Registration
Statement on Form SB-2, filed on November 29, 2002).
|
|
3.2
|
Bylaws
(incorporated by reference from our Current Report on Form 8-K
filed on
April 10, 2006).
|
|
3.3
|
Articles
of Merger filed with the Nevada Secretary of State on March 29,
2006
(incorporated by reference to our Current Report on Form 8-K filed
on
April 10, 2006).
|
|
(4)
|
Instruments
defining rights of security holders, including
indentures
|
|
4.1
|
Specimen
Stock Certificate (incorporated by reference from our Registration
Statement on Form SB-2, filed on November 29, 2002).
|
|
4.2
|
Form
of warrant certificate (incorporated by reference from our current
report
on Form 8-K filed on June 18, 2007)
|
|
(10)
|
Material
Contracts
|
|
10.1
|
Agreement
between the Registrant and Hadasit Medical Services and Development
Ltd.
dated February 17, 2006 concerning the acquisition of U.S. patent
application 60/718716 (incorporated by reference from our current
report
on Form 8-K filed February 17, 2006).
|
|
10.2
|
Clinical
Trial Manufacturing Agreement between the Registrant and Swiss
Caps Ag
dated October 30, 2006 (incorporated by reference from our current
report
on Form 8-K filed November 2, 2006).
|
|
10.3
|
2006
Stock Option Plan (incorporated by reference from our current report
on
Form 8-K filed on November 23, 2006).
|
|
10.4
|
Form
of Stock Option Agreement under 2006 Stock Option Plan (incorporated
by
reference from our current report on Form 8-K filed on November
23,
2006).
|
|
10.5
|
Employment
Agreement by and between Oramed Pharmaceuticals Ltd. and Chaime
Orlev
entered into as of May 1, 2008 (incorporated by reference from
our current
report on Form 8-K filed on May 7, 2008).
|
|
10.6
|
Consulting
Agreement by and between Oramed Ltd. and KNRY, Ltd. entered into
as of
July 1, 2008 for the services of Nadav Kidron (incorporated by
reference
from our current report on Form 8-K filed on July 2,
2008).
|
|
10.7
|
Consulting
Agreement by and between Oramed Ltd. and KNRY, Ltd entered into
as of July
1, 2008 for the services of Miriam Kidron (incorporated by reference
from
our current report on Form 8-K filed on July 2, 2008).
|
|
10.8
|
Expense
Agreement between the Registrant and Leonard Sank dated January
18, 2008
(incorporated by reference from our current report on Form 8-K
filed on
February 1, 2008).
|
|
10.9
|
Encorium
Proposal dated April 27, 2007 (incorporated by reference from our
current
report on Form 8-K filed on June 19, 2007)
|
|
10.10
|
Master
Services Agreement between the Registrant and OnQ Consulting dated
January
29, 2008 2007 (incorporated by reference from our current report
on Form
8-K filed on February 1, 2008)
|
|
10.11
|
Oramed
Pharmaceuticals Inc. 2008 Stock Incentive Plan (incorporated by
reference
from our current report on Form 8-K filed on July 2,
2008).
|
|
10.12
|
Form
of Notice of Stock Option Award and Stock Option Award Agreement
(incorporated by reference from our current report on Form 8-K
filed on
July 2, 2008).
|
|
(31)
|
Section
302 Certification
|
|
31.1
*
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14 and Rule
15d-14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
|
|
31.2
*
|
Certification
of Principal Financial Officer pursuant to Rule 13a-14 and Rule
15d 14(a),
promulgated under the Securities and Exchange Act of 1934, as
amended
|
|
(32)
|
Section
906 Certification
|
|
32.1
*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer)
|
|
32.2
*
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
906 of
the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer)
|
*
|
Filed
herewith
|
ORAMED
PHARMACEUTICALS INC.
Registrant
|
||
Date: July
21, 2008
|
By:
|
/s/
Nadav
Kidron
|
Nadav
Kidron
|
||
President,
Chief Executive Officer and Director
|
||
Date: July
21, 2008
|
By:
|
/s/ Chaime
Orlev
|
Chaime
Orlev
|
||
Chief
Financial Officer
|