Oramed Pharmaceuticals Inc. — Director's Dealing 2012

Dec 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ORAMED PHARMACEUTICALS INC. (ORMP)
CIK: 0001176309
Period of Report: 2012-11-29

Reporting Person: REGALS CAPITAL MANAGEMENT LP (10% Owner)
Reporting Person: Regals Fund LP (10% Owner)
Reporting Person: Slager David Mark (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-29	Warrants (Right to Purchase)	$.6	P	1647722	Acquired	2016-11-29	Common Stock (1647722)	Indirect
2012-11-30	Warrants (Right to Purchase)	$.5	H	202703	Disposed	2017-11-05	Common Stock (202703)	Indirect
2012-11-30	Warrants (Right to Purchase)	$.3138	P	202703	Acquired	2017-11-05	Common Stock (202703)	Indirect
2012-11-29	Warrants (Right to Purchase)	$.5	H	1351352	Disposed	2017-08-28	Common Stock (1351352)	Indirect
2012-11-29	Warrants (Right to Purchase)	$.3138	P	1351352	Acquired	2017-08-28	Common Stock (1351352)	Indirect
2012-11-29	Warrants (Right to Purchase)	$.3138	H	3485500	Disposed	2016-01-10	Common Stock (3485500)	Indirect
2012-11-29	Warrants (Right to Purchase)	$.3138	P	3485500	Acquired	2016-01-10	Common Stock (3485500)	Indirect

Footnotes

F1: On November 29, 2012, the Regals Fund LP, a Delaware limited partnership (the "Fund"), and the issuer amended the terms of the warrants previously issued by the issuer to the Fund by: (a) changing the exercise price of such warrants to $.3118, and/or (b) deleting any anti-dilution provisions with respect to new issuances from such warrants. In exchange for agreeing to amend the warrants, the Fund received an additional warrant exercisable for 1,647,722 shares of common stock and an option from an affiliate of the issuer to purchase up to 1,352,278 shares of common stock at a variable exercise price upon a trigger event.

F2: The exercise price for such warrants reflects the exercise price after taking into account anti-dilution adjustments that occurred pursuant to the terms of such warrants (prior to the amendments described in note #1 above).

F3: The number of shares underlying such warrants reflect the number of shares the warrants are exercisable for after taking into account anti-dilution adjustments that occurred pursuant to the terms of such warrants (prior to the amendments described in note #1 above).

F4: Regals Capital Management LP, a Delaware limited partnership ("Regals Management"), the Fund, and David M. Slager ("Mr. Slager"), are the reporting persons (the "Reporting Persons") for the referenced securities. Mr. Slager is Managing Member of the general partner of Regals Management. Regals Management is the investment manager of the Fund. The shares of the issuer's common stock reported herein are held for the account of the Fund.

F5: As a result, each of the Reporting Persons may be deemed to be a beneficial owner of the securities owned by the Fund for purposes of Rule 16a-1(a)(1) under the Securities Exchange Act of 1934, as amended (the "Act"). Pursuant to Rule 16a-1(a)(4) under the Act, Regals Management and Mr. Slager disclaim beneficial ownership in the securities owned by the Fund except to the extent, if any, of their pecuniary interest therein.