Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of
1934
(Amendment No. )*
ORAMED PHARMACEUTICALS INC.
(Name of Issuer)
Common Stock, par value $0.012 per share
(Title of Class of Securities)
68403P203
(CUSIP Number)
December 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 68403P203 | 13G/A | Page 2 of 8 Pages |
| 1. |
Names of Reporting Persons David M. Slager
| |
| 2. |
Check the Appropriate Box if a Member of a Group
|
(a) ¨ (b) ¨ |
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization The Netherlands
| |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
0
|
| 6. |
Shared Voting Power
1,316,323
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
1,316,323
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,316,323
| |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
7.4%
| |
| 12. |
Type of Reporting Person (See Instructions)
IN
| |
| CUSIP No. 68403P203 | 13G/A | Page 3 of 8 Pages |
| 1. |
Names of Reporting Persons Regals Capital Management LP
| |
| 2. |
Check the Appropriate Box if a Member of a Group
|
(a) ¨ (b) ¨ |
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization Delaware
| |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
0
|
| 6. |
Shared Voting Power
1,316,323
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
1,316,323
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,316,323
| |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
7.4%
| |
| 12. |
Type of Reporting Person (See Instructions)
PN
| |
| CUSIP No. 68403P203 | 13G/A | Page 4 of 8 Pages |
| 1. |
Names of Reporting Persons Regals Fund LP
| |
| 2. |
Check the Appropriate Box if a Member of a Group
|
(a) ¨ (b) ¨ |
| 3. |
SEC Use Only
| |
| 4. |
Citizenship or Place of Organization Delaware
| |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5.
|
Sole Voting Power
0
|
| 6. |
Shared Voting Power
1,316,323
| |
| 7. |
Sole Dispositive Power
0
| |
| 8. |
Shared Dispositive Power
1,316,323
|
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,316,323
| |
| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares
|
¨
|
| 11. |
Percent of Class Represented by Amount in Row (9)
7.4%
| |
| 12. |
Type of Reporting Person (See Instructions)
PN
| |
| CUSIP No. 68403P203 | 13G/A | Page 5 of 8 Pages |
This Schedule 13G (this “Schedule”) is being filed on behalf of David M. Slager, a citizen of The Netherlands (“Slager”), Regals Capital Management LP, a Delaware limited partnership (“Regals Management”), and Regals Fund LP, a Delaware limited partnership (“Regals Fund”, and together with Slager and Regals Management, the “Reporting Persons”) with respect to the common stock, par value $0.012 per share (the “Common Stock”), of Oramed Pharmaceuticals Inc. (the “Issuer”). The Reporting Persons previously filed a Schedule 13G on April 13, 2012 with respect to their ownership of Common Stock, which was amended on September 6, 2012, February 12, 2013, February 6, 2014, February 13, 2015 and February 16, 2016. The Reporting Persons also previously filed a Schedule 13D on February 14, 2017 with respect to their ownership of Common Stock, which was amended on July 20, 2018. The Reporting Persons are now filing this Schedule 13G because of a change in investment intent to passive investment intent.
| Item 1(a). | Name of Issuer |
Oramed Pharmaceuticals Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices |
1185 Avenue of the Americas, Suite 228, New York, NY 10036.
| Item 2(a). | Name of Person Filing |
This Schedule is filed on behalf of each of the following Reporting Persons:
(1) David M. Slager
(2) Regals Capital Management LP
(3) Regals Fund LP
| Item 2(b). | Address of Principal Business Offices or, if None, Residence |
The address of each Reporting Person is:
c/o Regals Capital Management
LP
152 West 57th Street, 9th Floor
New York, NY 10019
| Item 2(c). | Citizenship |
Slager is a citizen of The Netherlands.
Each of Regals Management and Regals Fund is a Delaware limited partnership.
| Item 2(d). | Title of Class of Securities |
Common Stock.
| Item 2(e). | CUSIP Number |
| 68403P203 |
| Item 3. | If the statement is being filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the filing person is a: |
Not Applicable
| CUSIP No. 68403P203 | 13G/A | Page 6 of 8 Pages |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
| (e) | ☐ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3); |
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). |
If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____________________
| Item 4. | Ownership |
(a) Amount beneficially owned:
Each Reporting Person may be deemed to beneficially own 1,316,323 shares of Common Stock of the Issuer. Regals Management is the investment manager of Regals Fund, the owner of record of the Common Stock reported in this Schedule. Slager is the managing member of the general partner of Regals Management. All investment decisions are made by Slager, and thus the power to vote or direct the votes of these shares of Common Stock, as well as the power to dispose or direct the disposition of such shares of common stock is held by Slager through Regals Management.
(b) Percent of class:
Each Reporting Person may be deemed to beneficially own 7.4% of the outstanding shares of Common Stock of the Issuer based upon 17,788,176 shares of Common Stock issued and outstanding as of January 22, 2020, as reported in Issuer’s Registration Statement on Form S-3, filed with the Securities and Exchange Commission on January 31, 2020.
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
| Slager: | 0 | |||
| Regals Management: | 0 | |||
| Regals Fund: | 0 |
| CUSIP No. 68403P203 | 13G/A | Page 7 of 8 Pages |
(ii) Shared power to vote or to direct the vote:
| Slager: | 1,316,323 | |||
| Regals Management: | 1,316,323 | |||
| Regals Fund: | 1,316,323 |
(iii) Sole power to dispose or to direct the disposition of:
| Slager: | 0 | |||
| Regals Management: | 0 | |||
| Regals Fund: | 0 |
(iv) Shared power to dispose or to direct the disposition of:
| Slager: | 1,316,323 | |||
| Regals Management: | 1,316,323 | |||
| Regals Fund: | 1,316,323 |
Reference is made to Item 4(a) above as to the Issuer’s Common Stock that may be deemed to be beneficially owned by the Reporting Persons.
| Item 5. | Ownership of Five Percent or Less of a Class |
Not Applicable
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
Not Applicable
| Item 8. | Identification and Classification of Members of the Group |
Not Applicable
| Item 9. | Notice of Dissolution of Group |
Not Applicable
| Item 10. | Certification |
By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each Reporting Person certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 10, 2020 | /s/ David M. Slager | |
| David M. Slager | ||
| Dated: February 10, 2020 | Regals Capital Management LP | |
| By: Regals Capital Holdings LLC, its general partner | ||
| /s/ David M. Slager | ||
| Name: | David M. Slager | |
| Title: | Managing Member | |
| Dated: February 10, 2020 | Regals Fund LP | |
| By: Regals Fund GP LLC, its general partner | ||
| /s/ David M. Slager | ||
| Name: | David M. Slager | |
| Title: | Managing Member | |
Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT INDEX
| Exhibit | Description | |
| 99.1 | Agreement of Joint Filing. (Filed herewith) |