8-K 1 f8k120519_oramed.htm CURRENT REPORT





Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of report (Date of earliest event reported): December 05, 2019


(Exact name of registrant as specified in its charter)





(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)


1185 Avenue of the Americas, New York, New York


(Address of Principal Executive Offices) (Zip Code)



(Registrant’s telephone number, including area code)


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:

☐ 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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading symbol   Name of each exchange on which registered
Common Stock, par value $0.012   ORMP   The Nasdaq Capital Market, Tel Aviv Stock Exchange


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.


On December 5, 2019, Oramed Pharmaceuticals Inc. (the “Company”) increased the size of its Board of Directors (the "Board") by one and appointed Dr. Arie Mayer, Ph.D to serve as a director to fill the resulting vacancy, effective as of December 5, 2019.


Dr. Mayer was not appointed to serve on any Board committees.


Dr. Mayer, age 63, is currently the Managing Director and Chairman of the Board of Merck Life Science Israel (formerly Sigma-Aldrich Israel Ltd.) and has held that position since January 2010.  Dr. Mayer has held various roles with Sigma-Aldrich Israel Ltd. since 1995 and was instrumental in introducing and developing the Cell Culture and Molecular Biology business for Sigma Aldrich Israel Ltd.  Dr. Mayer holds a Bachelor of Science degree in chemistry from Hebrew University and a Ph.D. in biochemistry from Israel Institute of Technology.  


As remuneration for his service as a director, Dr. Mayer will receive the same fees as the Company’s other non-executive directors, as described in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2019. Except as otherwise set forth herein, there is no arrangement or understanding between Dr. Mayer and any other person pursuant to which he was elected as a director, and there are no transactions in which Dr. Mayer has an interest requiring disclosure under Item 404(a) of Regulation S-K. In connection with Dr. Mayer’s appointment, the Company expects to enter into its standard indemnification agreement with Dr. Mayer, on substantially the same terms as the indemnification agreements previously entered into between the Company and each of its directors and executive officers.








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.


  By: /s/ Nadav Kidron
  Name: Nadav Kidron
  Title: President and CEO

December 05, 2019