Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
REGALS CAPITAL MANAGEMENT LP
  2. Issuer Name and Ticker or Trading Symbol
ORAMED PHARMACEUTICALS INC. [ORMP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
152 WEST 57TH STREET, 9TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
11/29/2012
(Street)

NEW YORK, NY 10019
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants (Right to Purchase) $ 0.6 11/29/2012   P   1,647,722   11/29/2012 11/29/2016 Common Stock 1,647,722 (1) 1,647,722 I See (4) (5)
Warrants (Right to Purchase) $ 0.5 11/30/2012   H     202,703 11/05/2012 11/05/2017 Common Stock 202,703 (1) 0 I See (4) (5)
Warrants (Right to Purchase) $ 0.3138 11/30/2012   P   202,703   11/30/2012 11/05/2017 Common Stock 202,703 (1) 202,703 I See (4) (5)
Warrants (Right to Purchase) $ 0.5 11/29/2012   H     1,351,352 08/28/2012 08/28/2017 Common Stock 1,351,352 (1) 0 I See (4) (5)
Warrants (Right to Purchase) $ 0.3138 11/29/2012   P   1,351,352   11/29/2012 08/28/2017 Common Stock 1,351,352 (1) 1,351,352 I See (4) (5)
Warrants (Right to Purchase) $ 0.3138 (2) 11/29/2012   H     3,485,500 (3) 01/10/2012 01/10/2016 Common Stock 3,485,500 (3) (1) 0 I See (4) (5)
Warrants (Right to Purchase) $ 0.3138 11/29/2012   P   3,485,500 (3)   11/29/2012 01/10/2016 Common Stock 3,485,500 (1) 3,485,500 I See (4) (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
REGALS CAPITAL MANAGEMENT LP
152 WEST 57TH STREET
9TH FLOOR
NEW YORK, NY 10019
    X    
Regals Fund LP
152 WEST 57TH STREET, 9TH FLOOR
NEW YORK, NY 10019
    X    
Slager David Mark
152 WEST 57TH STREET, 9TH FLOOR
NEW YORK, NY 10019
    X    

Signatures

 David M. Slager, as Managing Member of Regals Capital Holdings LLC, general partner of Regals Capital Management LP   12/13/2012
**Signature of Reporting Person Date

 David M. Slager, as Managing Member of Regals Fund GP LLC, general partner of Regals Fund, LP   12/13/2012
**Signature of Reporting Person Date

 David M. Slager   12/13/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) 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).
(3) 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).
(4) 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.
(5) 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.

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