Oramed CEO Nadav Kidron Files 13D

TL;DR

**ORMP CEO Nadav Kidron just filed a 13D. Big move incoming?**

AI Summary

Nadav Kidron, CEO of Oramed Pharmaceuticals Inc., filed a Schedule 13D on March 22, 2024, indicating a change in beneficial ownership. The filing pertains to Oramed Pharmaceuticals Inc. (ORMP) and was made on March 6, 2024, as the date of the event requiring the filing.

Why It Matters

This filing signals a potential shift in control or significant stake acquisition by a key executive, which could influence the company's strategic direction.

Risk Assessment

Risk Level: medium — A Schedule 13D filing by a CEO often precedes significant corporate actions or changes in strategy, warranting close attention.

Key Players & Entities

• Nadav Kidron (person) — CEO and filer of the Schedule 13D
• Oramed Pharmaceuticals Inc. (company) — Subject company of the filing
• ORMP (company) — Ticker symbol for Oramed Pharmaceuticals Inc.

FAQ

Key Financial Figures

• $0.012 — Name of Issuer) Common Stock par value $0.012 per share (Title of Class of Securiti

Filing Documents

• ea0202287-13dkidron_oramed.htm (SC 13D) — 42KB
• 0001213900-24-025263.txt ( ) — 43KB

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being field on behalf of Nadav Kidron (the “Reporting Person”). (b) The business address of the Reporting Person is 1185 Avenue of the Americas, Third Floor, New York, NY 10036. (c) The Reporting Person is the President, Chief Executive Officer, Director and Chairman of the Issuer. (d)-(e) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of Israel.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person beneficially owns 2,103,947 shares of Common Stock, consisting of (i) 1,165,879 shares of Common Stock which were acquired directly by the Reporting Person from time to time, (ii) 959,437 shares of Common Stock that may be issued on exercise of stock options and stock awards owned by the Reporting Person that were granted to him in his capacity as a director and executive officer of the Issuer and (iii) 218,603 shares of Common Stock held by Xiaopeng Li, a former director of the Issuer, as more fully described in Item 6 below.

Purpose of Transaction

Item 4. Purpose of Transaction. The Reporting Person has no present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Person intends to review his investment in the Issuer on a continuous basis. Depending on various factors including, without limitation, the Issuer's financial position and strategic direction, actions taken by its Board of Directors, price levels of the shares of Common Stock, other investment opportunities available to the Reporting Person, conditions in the securities market and general economic and industry conditions, the Reporting Person may in the future take such actions with respect to his investment in the Issuer as the Reporting Person deems appropriate including, without limitation, purchasing additional shares of Common Stock or selling some or all of his shares of Common Stock, and alone or with others, pursuing discussions with management, the Board, other shareholders of the Issuer and third parties with regard to its investment in the Issuer, and/or otherwise changing his intention with respect to any and all matters referred to in Item 4 of Schedule 13D. CUSIP No. 68403P203 Schedule 13D Page 4 of 5 Pages

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The information provided herein is based upon 40,519,160 shares of Common Stock issued and outstanding as of March 6, 2024, as reported in Issuer’s Annual Report on Form 10-K filed with the SEC on March 6, 2024. (a), (b) See the responses (and footnotes) to Items 7 through 11 and 13 in the table on page 2 above. The aggregate number of shares of Common Stock of the Issuer beneficially owned by the Reporting Person is 2,343,919, which represents approximately 5.7% of the aggregate number of shares of Common Stock issued and outstanding and acquirable by the Reporting Person upon the exercise of options to purchase shares of the Common Stock and vested RSUs. This includes 1,165,879 shares of Common Stock which were acquired directly by the Reporting Person from time to time. In addition, the Issuer has granted to the Reporting Person options (“Options”) to purchase an aggregate of 745,634 shares of Common Stock of the Issuer currently exercisable or exercisable within 60 days of March 6, 2024, and 50,667 shares of Common Stock issuable upon the vesting of RSUs and 163,136 shares of common stock underlying vested RSUs that are issuable upon request, all exercisable within 60 days of March 6, 2024. The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 2,125,316 shares of Common Stock of the Issuer. The Reporting Person has shared power, together with Ms. Li, to vote or direct the vote of 218,603 shares of Common Stock of the Issuer. (c) None. (d) No person, other than the Reporting Person and, with respect to the shares held by Ms. Li, Ms. Li is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock reported above in this Item 5. (e) Not applicable.

Contracts, Arrangements,

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On November 21, 2016, Ms. Li appointed the Reporting Person as proxy and attorney in fact of Ms. Li, with full power of substitution, to cast on behalf of Ms. Li all votes that Ms. Li is entitled to cast with respect to the Li Shares at any and all meetings of the shareholders of the Issuer, to consent or dissent to any action taken without a meeting and to vote all the Li Shares in any manner the Reporting Person deems appropriate except for matters related to the Issuer’s activities in the People’s Republic of China and when obvious that specific votes violate Ms. Li’s rights and interests, on which the Reporting Person will consult with Ms. Li before taking any action as proxy. The proxy will also apply to shares of the Issuer purchased by Ms. Li through open market transactions. Ms. Li may revoke the proxy in writing at any time. A copy of the Letter Agreement between Ms. Li and the Reporting Person is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Options and RSUs are subject to individual grant agreements between the Issuer and the Reporting Person and subject to the terms and conditions of the Issuer’s Amended and Restated 2019 Stock Incentive Plan, as amended.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits. Exhibit 10.1* Letter Agreement between Nadav Kidron and Xiaopeng Li, dated November 21, 2016. * Included as an exhibit to the Schedule 13D/A filed by the Reporting Person on July 20, 2018. CUSIP No. 68403P203 Schedule 13D Page 5 of 5 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 22, 2024 /s/ Nadav Kidron NADAV KIDRON Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (s ee 18 U.S.C. 1001).

View Full Filing

View this SC 13D filing on SEC EDGAR