UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 15, 2022, the board of directors of Oramed Pharmaceuticals Inc. (the “Company”) adopted Third Amended and Restated By-laws, which became effective immediately, to among other things, permit the annual stockholder meeting to be held solely by means of remote communication, update the required vote for all matters coming before any meeting of stockholders to be decided by a majority of the votes cast by the holders of shares of stock present in person or represented by proxy at such meeting and entitled to vote on the subject matter rather than the vote of a majority of the number of shares of stock present in person or represented by proxy at such meeting and entitled to vote on the subject matter, provide that abstentions and broker non-votes shall be excluded with respect to the subject matter, set forth procedures and conditions with respect to stockholder proposals and stockholder director nominations, permit notice to be given by electronic transmission and provide that the Court of Chancery of the State of Delaware be the sole and exclusive forum for specified claims on behalf of or against the Company, its directors, officers, employees and stockholders, as applicable.
The foregoing description of the Third Amended and Restated By-laws of the Company is qualified in its entirety by reference to the full text of the Third Amended and Restated By-laws, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and which is incorporated herein by reference. In addition, a marked copy of the Third Amended and Restated By-laws indicating the changes made to such document is filed as Exhibit 3.2 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Third Amended and Restated By-laws, adopted effective September 15, 2022. (Filed herewith). |
| 3.2 | Third Amended and Restated By-laws, adopted effective September 15, 2022 (marked copy). (Filed herewith). |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| ORAMED PHARMACEUTICALS INC. | ||
| By: | /s/ Nadav Kidron | |
| Name: | Nadav Kidron | |
| Title: | President and CEO | |
September 19, 2022
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