Oramed Pharmaceuticals Inc. — Major Shareholding Notification 2018

Jul 13, 2018

SC 13G 1 ormp-sc13g_071318.htm ACQUISITION OF BENEFICIAL OWNERSHIP

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UNITED STATES

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, $.012 par value |
| (Title
of Class of Securities) |
| 68403P203 |
| (CUSIP
Number) |
| July
13, 2018 |
| (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).

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CUSIP No . 68403P203 Page 2 of 7

| 1 | NAME
OF REPORTING PERSONS Altium Capital Management, LP I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: 82-2066653 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☒ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware,
United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING 0 |
| | 6 | SHARED
VOTING POWER 972,000 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 972,000 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 972,000 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.61%* | |
| 12 | TYPE
OF REPORTING PERSON IA | |

*Based upon 17,362,325 shares of common stock outstanding as of July 3, 2018, the trade date.

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CUSIP No . 68403P203 Page 3 of 7

| 1 | NAME
OF REPORTING PERSONS Altium Growth Fund, LP I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: 82-2105101 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☒ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware, United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING 0 |
| | 6 | SHARED
VOTING POWER 972,000 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 972,000 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 972,000 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.61%* | |
| 12 | TYPE
OF REPORTING PERSON PN | |

*Based upon 17,362,325 shares of common stock outstanding as of July 3, 2018, the trade date.

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CUSIP No . 68403P203 Page 4 of 7

| 1 | NAME
OF REPORTING PERSONS Altium Capital Growth GP, LLC I.R.S.
IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) EIN: 82-2086430 | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☒ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware, United States of America | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING 0 |
| | 6 | SHARED
VOTING POWER 972,000 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 972,000 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 972,000 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.61%* | |
| 12 | TYPE
OF REPORTING PERSON PN | |

*Based upon 17,362,325 shares of common stock outstanding as of July 3, 2018, the trade date.

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CUSIP No . 68403P203 Page 5 of 7

| Item
1(a). — Item
1(b). | | Name
of Issuer: — Address of Issuer’s Principal Executive Offices: | 142 W. 57 th Street, 11 th Floor, New York, NY 10019 |
| --- | --- | --- | --- |
| Item
2(a). | | Name
of Person Filing: This statement is jointly filed by and on behalf of each of Altium
Growth Fund, LP, Altium Capital Management, LLC, and Altium Growth GP, LLC. Altium Growth Fund, LP is the record and direct beneficial
owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed
to beneficially own securities, owned by, Altium Growth Fund, LP. Altium Growth GP, LLC is the general partner of, and may be
deemed to beneficially own securities owned by, Altium Growth Fund, LP. Each reporting person declares that neither the filing of this
statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g)
of the Act or any other purpose, the beneficial owner of any securities covered by this statement. Each
of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the
purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement
nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the
Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited
partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise
with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities
of the Issuer. | |
| Item
2(b). | | Address of Principal Business Office or, if None, Residence: The address of the principal business office of each of the reporting persons is
551 Fifth Ave, FL 19 New York, NY 10176 | |
| Item
2(c). | | Citizenship: | |
| | | See Item 4 on the cover page(s) hereto. | |
| Item
2(d). | | Title
of Class of Securities: | |
| | | Common Stock | |
| Item
2(e). | | CUSIP
Number: 68403P203 | |
| Item
3. | If
This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: | | |
| | (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); |

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CUSIP No . 68403P203 Page 6 of 7

| | (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)(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) | ☐ | Group,
in accordance with §240.13d-1(b)(1)(ii)(J). |
| Item
4. | Ownership. | | |
| | Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified
in Item 1. | | |
| | (a) | Amount
beneficially owned: See Item 9 on the cover page(s) hereto. | |
| | (b) | Percent
of class: See Item 11 on the cover page(s) hereto. | |
| | (c) | Number
of shares as to which such person has: | |
| | | (i) | Sole
power to vote or to direct the vote: See Item 5 on the cover page(s) hereto. |
| | | (ii) | Shared
power to vote or to direct the vote: See Item 6 on the cover page(s) hereto. |
| | | (iii) | Sole
power to dispose or to direct the disposition of: See Item 7 on the cover page(s) hereto. |
| | | (iv) | Shared
power to dispose or to direct the disposition of: See Item 8 on the cover page(s) hereto. |

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CUSIP No . 68403P203 Page 7 of 7

| Item
5. | Ownership
of Five Percent or Less of a Class. |
| --- | --- |
| | If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐ |
| 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 I certify that, to the best of my 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.

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.

| Dated: | July
12, 2018 |
| --- | --- |
| Altium Capital
Management, LP | |
| By: | /s/ Jacob Gottlieb |
| Name: | Jacob Gottlieb |
| Title: | CEO |
| Altium Growth
Fund, LP | |
| By: | Altium Growth GP, LLC |
| Its: | General Partner |
| Signature: | /s/
Jacob Gottlieb |
| Name: | Jacob Gottlieb |
| Title: | CEO |
| Altium
Growth GP, LLC | |
| By: | /s/ Jacob Gottlieb |
| Name: | Jacob Gottlieb |
| Title: | CEO |

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