ORMP Schedule 13D/A: Nadav Kidron Reports 3.12M Shares After RSU/PSU Vesting

Rhea-AI Filing Summary

Oramed Pharmaceuticals insider amendment outlines updated beneficial ownership and equity awards for reporting person Nadav Kidron. Mr. Kidron reports beneficial ownership of 3,116,729 shares, representing approximately 7.6% of the company’s outstanding common stock based on 41,003,600 shares outstanding. The filing discloses 762,750 stock options exercisable or issuable within 60 days, 63,541 RSUs vesting within 60 days, 73,500 vested-but-not-issued RSUs and 218,603 shares held by a former director, Xiaopeng Li. The amendment details grants since the original Schedule 13D, including RSU and PSU awards with specified vesting events and that certain PSUs vested on February 11, 2025.

Positive

• Reporting person beneficial ownership increased to 3,116,729 shares, representing approximately 7.6% of outstanding common stock
• Significant equity awards vested: 186,000 PSUs vested on February 11, 2025 and earlier PSUs also vested, increasing reported holdings
• Substantial exercisable options and near-term RSU vesting: 762,750 options exercisable within 60 days and 63,541 RSUs vesting within 60 days enhance immediate ownership
• Sole voting and dispositive power over 2,898,126 shares, indicating clear control over most reported shares

Negative

• None.

Insights

Financial Analyst

TL;DR: Reporting person holds 7.6% of ORMP after option/RSU/PSU vesting—material ownership but appears routine for executive compensation.

The filing quantifies Mr. Kidron’s stake at 3,116,729 shares, including options exercisable within 60 days and recently vested PSUs and RSUs. The inclusion of exercisable options and near-term vesting RSUs increases his beneficial ownership percentage for disclosure purposes. This level of insider ownership is sizable relative to total shares outstanding and signals alignment with shareholders; however, the amendment primarily documents compensation-related vesting rather than an open-market accumulation or control change.

Corporate Governance Expert

TL;DR: Amendment clarifies voting and dispositive power and discloses shares held by a former director; no contractual changes disclosed.

The statement confirms sole voting and dispositive power over 2,898,126 shares and shared voting power over 218,603 shares held by Xiaopeng Li. The filing does not amend purpose, agreements, or control arrangements. It documents equity award grants and performance-based vesting that increased reportable holdings, and it preserves prior Schedule 13D disclosures except as updated here.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

ORAMED PHARMACEUTICALS INC.

(Name of Issuer)

Common Stock par value $0.012 per share

(Title of Class of Securities)

68403P203

(CUSIP Number)

Nadav Kidron
c/o Oramed Pharmaceuticals Inc., 1185 Avenue of the Americas, Third Floor
New York, NY, 10036
(844) 967-2633

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

02/11/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).

SCHEDULE 13D

CUSIP No. 68403P203

1

Name of reporting person

Nadav Kidron

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ISRAEL

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 2,898,126.00
8	Shared Voting Power 218,603.00
9	Sole Dispositive Power 2,898,126.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,116,729.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

7.6 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Includes 762,750 shares of Common Stock issuable upon the exercise of outstanding stock options that are exercisable or issuable within 60 days of February 11, 2025, 63,541 restricted stock units ("RSUs") that shall vest within 60 days of February 11, 2025 and 73,500 RSUs that were vested but not yet issued. (2) Consists of 218,603 shares of Common Stock held by Xiaopeng Li, a former director of the Company. (3) Based upon 41,003,600 shares of Common Stock issued and outstanding as of August 12, 2025, as reported in Issuer's Quarterly Report on Form 10-Q filed on August 14, 2025. The amount of additional shares of Common Stock that Mr. Kidron has the right to acquire within 60 days of February 11, 2025 (137,041 shares) are deemed to be outstanding for purposes of calculating his beneficial ownership percentage.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock par value $0.012 per share
(b)	Name of Issuer: ORAMED PHARMACEUTICALS INC.
(c)	Address of Issuer's Principal Executive Offices: 1185 Avenue of the Americas, Third Floor, New York, NEW YORK , 10036.
Item 1 Comment: This amendment No. 1 ("Amendment No. 1"), which amends the Schedule 13D originally filed with the Securities and Exchange Commission on March 22, 2024 (the "Original Schedule 13D"), relates to the common stock, par value $0.012 per share, ("Common Stock") of Oramed Pharmaceuticals Inc., a company incorporated in the state of Delaware (the "Issuer" or "Company"). Except as set forth herein, the Original Schedule 13D, as amended prior to this Amendment No. 1, is unmodified and remains in full force and effect. The principal executive offices of the Issuer are located at 1185 Avenue of the Americas, Third Floor, New York, NY 10036.
Item 2.	Identity and Background
(a)	This item is not being amended by this Amendment No. 1.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 is hereby amended as follows: Since the filing of the Original Schedule 13D on March 22, 2024, the Issuer has granted the Reporting Person the following: 45,000 RSUs that were granted on November 7, 2024 and vested immediately on November 7, 2024. 433,500 RSUs that were granted on January 2, 2025, and vest in equal quarterly installments of approximately 36,125 over a three-year period starting with the first quarterly vesting having occurred on January 2, 2025. As of August 1, 2025, 108,375 of the 433,500 RSUs have vested. 186,000 Performance Stock Units ("PSUs") that were granted on January 2, 2025 and vested on February 11, 2025 based on the achievement of applicable performance criteria. The Reporting Person was previously granted 141,000 PSUs on January 4, 2024, and 100,000 PSUs on February 3, 2021 that vested on February 11, 2025 based on the achievement of applicable performance criteria.
Item 4.	Purpose of Transaction
	This item is not being amended by this Amendment No. 1.
Item 5.	Interest in Securities of the Issuer
(a)	The information provided herein is based upon 41,003,600 shares of Common Stock issued and outstanding as of August 12, 2025, as reported in Issuer's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025. (a), (b) See the responses (and footnotes) to Items 7 through 11 and 13 in the table on page 2 above.
(b)	The aggregate number of shares of Common Stock of the Issuer beneficially owned by the Reporting Person is 3,116,729, which represents approximately 7.6% 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: 1,998,335 shares of Common Stock which were acquired directly by the Reporting Person from time to time, 762,750 shares of Common Stock of the Issuer currently exercisable or exercisable within 60 days of February 11, 2025, 63,541 RSUs that shall vest within 60 days of February 11, 2025, 73,500 RSU that were vested but not yet issued, and 218,603 shares of Common Stock that are held by Ms. Li. The Reporting Person has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 2,898,126 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.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	This item is not being amended by this Amendment No. 1.
Item 7.	Material to be Filed as Exhibits.
	This item is not being amended by this Amendment No. 1.

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.

Nadav Kidron

Signature:	/s/ Nadav Kidron
Name/Title:	NADAV KIDRON
Date:	08/28/2025

FAQ

How many Oramed (ORMP) shares does Nadav Kidron beneficially own after this amendment?

The filing reports 3,116,729 shares beneficially owned, representing approximately 7.6% of common stock outstanding.

What equity awards vested for Nadav Kidron according to the Schedule 13D/A?

The amendment discloses that 186,000 PSUs vested on February 11, 2025 and various RSUs granted in 2024 and 2025 with stated vesting schedules, including 45,000 RSUs that vested immediately on November 7, 2024.

How many stock options or RSUs are exercisable or vesting soon for Mr. Kidron?

The filing lists 762,750 options exercisable or exercisable within 60 days, 63,541 RSUs vesting within 60 days, and 73,500 RSUs vested but not yet issued.

Does Nadav Kidron have voting control over the reported shares?

Yes. He has sole power to vote or direct the vote and to dispose or direct disposition of 2,898,126 shares and shared voting power over 218,603 shares held by Xiaopeng Li.

Did the amendment change the purpose of Mr. Kidron’s ownership or disclose new agreements?

No. The filing states Item 4 (Purpose of Transaction) is not amended and no new contracts or arrangements are reported in this amendment.