Oramed Pharmaceuticals : Form of prospectus disclosing information, facts, events covered in both forms 424B2, 424B3

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-236194

PROSPECTUS SUPPLEMENT

(to Prospectus dated February 10, 2020)

5,250,000 Shares

Common Stock

We are offering 5,250,000 shares of our common stock, $0.012 par value per share, in this offering.

Our common stock is traded on the Nasdaq Capital Market under the symbol "ORMP." On February 26, 2020, the last reported sale price of our common stock on the Nasdaq Capital Market was $4.70 per share. Our common stock is also listed on the Tel Aviv Stock Exchange, or TASE, under the symbol "ORMP."

Per share	Total
Public offering price	$	4.00$	21,000,000
Underwriting discount(1)	$	0.28$	1,470,000
Proceeds to us, before expenses	$	3.72$	19,530,000

(1) We have also agreed to issue to the underwriter, or its designees, warrants to purchase 7% of the shares of common stock sold in this offering at an exercise price equal to 120% of the public offering price set forth above. See "Underwriting" beginning on page S-8 of this prospectus supplement for additional information regarding underwriting compensation.

We have granted the underwriter an option for a period of 45 days after the closing date of this offering to purchase up to 787,500 additional shares of our common stock on the same terms as set forth above. If the underwriter exercises the option in full, the total proceeds to us, before expenses, will be $22,459,500.

Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page S-3 of this prospectus supplement and in the documents incorporated by reference into this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.

The underwriter expects to deliver the common stock on or about March 2, 2020 only in book-entry form through the facilities of The Depository Trust Company.

National Securities Corporation

The date of this prospectus supplement is February 27, 2020

Table of Contents

Prospectus Supplement
Page
ABOUT THIS PROSPECTUS SUPPLEMENT	S-i
SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS	S-ii
SUMMARY	S-1
RISK FACTORS	S-3
USE OF PROCEEDS	S-5
DIVIDEND POLICY	S-5
CAPITALIZATION	S-6
DILUTION	S-7
UNDERWRITING	S-8
LEGAL MATTERS	S-11
EXPERTS	S-11
WHERE YOU CAN FIND MORE INFORMATION	S-11
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	S-11
Prospectus
Page
About This Prospectus	1
Our Company	2
Risk Factors	3
Cautionary Statement Regarding Forward-Looking Statements	3
Use of Proceeds	4
The Securities We May Offer	4
Description of Capital Stock	4
Description of Warrants	7
Description of Units	9
Plan of Distribution	10
Legal Matters	12
Experts	12
Where You Can Find More Information	12
Incorporation of Documents by Reference	13

ABOUT THIS PROSPECTUS SUPPLEMENT

A registration statement on Form S-3 (File No. 333-236194) utilizing a "shelf" registration process relating to the securities described in this prospectus supplement was declared effective by the SEC on February 10, 2020. Under this "shelf" registration process, of which this offering is a part, we may, from time to time, sell our common stock, warrants and units.

This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this common stock offering and also adds to and updates information contained in the accompanying prospectus and the documents incorporated by reference herein and therein. The second part, the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another document having a later date - for example, a document incorporated by reference in the accompanying prospectus - the statement in the document having the later date modifies or supersedes the earlier statement.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

Neither we nor the underwriter have authorized anyone to provide information different from that contained in this prospectus supplement and the accompanying prospectus, including any free writing prospectus that we have authorized for use in this offering. When you make a decision about whether to invest in our common stock, you should not rely upon any information other than the information in this prospectus supplement or the accompanying prospectus, including any free writing prospectus that we have authorized for use in this offering. Neither the delivery of this prospectus supplement or the accompanying prospectus, including any free writing prospectus that we have authorized for use in this offering, nor the sale of our common stock means that information contained in this prospectus supplement and the accompanying prospectus, including any free writing prospectus that we have authorized for use in this offering, is correct after their respective dates. It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus, including the information incorporated by reference into this prospectus supplement and the accompanying prospectus, and any free writing prospectus that we have authorized for use in connection with this offering in making your investment decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled "Where You Can Find More Information" and "Incorporation of Certain Information by Reference" in this prospectus supplement.

We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the common stock in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the common stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

Unless the context otherwise requires, all references in this prospectus supplement to "we," "our," "Oramed" and "us" refer to Oramed Pharmaceuticals Inc. and our wholly-owned subsidiaries. Our name and logo and the names of our products are our trademarks or registered trademarks.

S-i

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference that are not historical facts are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Words such as "expects," "anticipates," "intends," "plans," "planned expenditures," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference. Additionally, statements concerning future matters are forward-looking statements. We remind readers that forward-looking statements are merely predictions and therefore inherently subject to uncertainties and other factors and involve known and unknown risks that could cause the actual results, performance, levels of activity, or our achievements, or industry results, to be materially different from any future results, performance, levels of activity, or our achievements, or industry results, expressed or implied by such forward-looking statements. Such forward-looking statements include, among other statements, statements regarding the following:

• ● the expected development and potential benefits from our products in treating diabetes;

• ● the prospects of entering into additional license agreements, or other partnerships or forms of cooperation with other companies or medical institutions;

• ● future milestones, conditions and royalties under the license agreement with Hefei Tianhui Incubator of Technologies Co., Ltd.;

• ● our research and development plans, including pre-clinical and clinical trials plans and the timing of enrollment, obtaining results and conclusion of trials, including without limitation, our expectation that we will initiate two six-month Phase III clinical trials, and our expectation to file a New Drug Application thereafter;

• ● our belief that our technology has the potential to deliver medications and vaccines orally that today can only be delivered via injection;

• ● the competitive ability of our technology based product efficacy, safety, patient convenience, reliability, value and patent position;

• ● the potential market demand for our products;

• ● our expectation that in the upcoming year our research and development expenses, net, will continue to be our major expenditure;

• ● our expectations regarding our short- and long-term capital requirements;

• ● our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses; and

• ● information with respect to any other plans and strategies for our business.

Although forward-looking statements in this in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed below under "Risk Factors," as well as those under the heading "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended August 31, 2019, or our Annual Report, as filed with the Securities and Exchange Commission, or the SEC, on November 27, 2019, as well as those discussed elsewhere in our Annual Report and expressed from time to time in our other filings with the SEC. In addition, historic results of scientific research, clinical and preclinical trials do not guarantee that the conclusions of future research or trials would not suggest different conclusions. Also, historic results referred to in this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference could be interpreted differently in light of additional research, clinical and preclinical trials results. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference. Except as required by law, we undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference. You are urged to carefully review and consider the various disclosures made throughout the entirety of this prospectus supplement, the accompanying prospectus and the documents incorporated herein and therein by reference which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

S-ii

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights information contained elsewhere or incorporated by reference into this prospectus supplement and the accompanying prospectus.

This summary does not contain all of the information that you should consider before investing in our securities. You should carefully read this entire prospectus supplement and the accompanying prospectus, including the "Risk Factors" sections, on page S-3 of this prospectus supplement, page 3 of the accompanying prospectus and beginning on page 11 of our Annual Report, as well as the financial statements and the other information incorporated by reference herein, before making an investment decision.

Overview

We are a pharmaceutical company currently engaged in the research and development of innovative pharmaceutical solutions, including an orally ingestible insulin capsule to be used for the treatment of individuals with diabetes, and the use of orally ingestible capsules or pills for delivery of other polypeptides.

Oral insulin: We are seeking to transform the treatment of diabetes through our proprietary flagship product, an orally ingestible insulin capsule (ORMD-0801). Our technology allows insulin to travel from the gastrointestinal tract via the portal vein to the bloodstream, revolutionizing the manner in which insulin is delivered. It enables the passage in a more physiological manner than current delivery methods of insulin. Our technology is a platform that has the potential to deliver medications and vaccines orally that today can only be delivered via injection.

Oral Glucagon-Like Peptide-1: Our second pipeline product is an orally ingestible exenatide (GLP-1 analog) capsule, which aids in the balance of blood-sugar levels and decreases appetite. Glucagon-like peptide-1, or GLP-1, is an incretin hormone, which is a type of gastrointestinal hormone that stimulates the secretion of insulin from the pancreas. The incretin concept was hypothesized when it was noted that glucose ingested by mouth (oral) stimulated two to three times more insulin release than the same amount of glucose administered intravenously. In addition to stimulating insulin release, GLP-1 was found to suppress glucagon release (hormone involved in regulation of glucose) from the pancreas, slow gastric emptying to reduce the rate of absorption of nutrients into the blood stream and increase satiety. Other important beneficial attributes of GLP-1 are its effects of increasing the number of beta cells (cells that manufacture and release insulin) in the pancreas and, possibly, protection of the heart. In addition to our flagship product, the insulin capsule, we are using our technology for an orally ingestible GLP-1 capsule (ORMD-0901).

Combination of Oral Insulin and GLP-1 Analog: Our third pipeline product is a combination of our two primary products, oral insulin and oral exenatide.

Other products

We recently began developing a new drug candidate, a weight loss treatment in the form of an oral leptin capsule. We anticipate initiating a proof of concept single dose study for our oral leptin drug candidate to evaluate its pharmacokinetic and pharmacodynamics (glucagon reduction) in 10 type 1 adult diabetic patients in the first quarter of calendar year 2020. We anticipate receiving the final report of this study in the first half of calendar year 2020.

Our executive offices are located at 1185 Avenue of the Americas, Suite 228, New York, New York 10036, our telephone number is [phone] and our website address iswww.oramed.com. The information on our website is not incorporated by reference in this prospectus supplement and should not be considered to be part of this prospectus supplement. Our website address is included in this prospectus supplement as an inactive technical reference only.

Company Information

For further information regarding us and our financial information, you should refer to our recent filings with the SEC. See "Where You Can Find More Information" and "Incorporation of Certain Information by Reference."

S-1