Oramed Acquires Noria Therapeutics to Expand Oral Drug Pipeline

TL;DR

Oramed buys Noria Therapeutics to get new oral diabetes/obesity drugs, deal closes Q3 2024.

AI Summary

Oramed Pharmaceuticals Inc. announced on May 2, 2024, that it has entered into a definitive agreement to acquire all of the outstanding equity interests of Noria Therapeutics Inc. and its subsidiary, Noria Pharma Inc. This acquisition is expected to significantly expand Oramed's pipeline with Noria's novel oral protein therapies, including ORMD-0801 for type 2 diabetes and NASH, and ORMD-0802 for obesity. The transaction is anticipated to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition aims to bolster Oramed's drug development portfolio with promising oral protein therapies, potentially offering new treatment options for significant health conditions like diabetes and obesity.

Risk Assessment

Risk Level: medium — The acquisition involves integrating new drug candidates and their development, which carries inherent risks in clinical trials and regulatory approval.

Key Players & Entities

• Oramed Pharmaceuticals Inc. (company) — Acquiring company
• Noria Therapeutics Inc. (company) — Target company
• Noria Pharma Inc. (company) — Subsidiary of target company
• ORMD-0801 (drug_candidate) — Oral protein therapy for type 2 diabetes and NASH
• ORMD-0802 (drug_candidate) — Oral protein therapy for obesity
• May 2, 2024 (date) — Date of definitive agreement
• third quarter of 2024 (date) — Anticipated closing date of the acquisition

FAQ

Key Financial Figures

• $0.012 — ch registered Common Stock, par value $0.012 ORMP The Nasdaq Capital Market, Te
• $101,875,000 — of issuance in the principal amount of $101,875,000 (the "Note"), as well as certain warran
• $20 million — Company received an aggregate amount of $20 million in principal payments as required by th
• $9.6 million — an additional payment of approximately $9.6 million pursuant to the terms of the Note, whic
• $10.4 million — e due on June 21, 2024 to approximately $10.4 million. Cautionary Note Regarding Forward-Loo

Filing Documents

• ea0205280-8k_oramed.htm (8-K) — 27KB
• 0001213900-24-039909.txt ( ) — 197KB
• ormp-20240502.xsd (EX-101.SCH) — 3KB
• ormp-20240502_lab.xml (EX-101.LAB) — 33KB
• ormp-20240502_pre.xml (EX-101.PRE) — 22KB
• ea0205280-8k_oramed_htm.xml (XML) — 4KB

01 Other Events

Item 8.01 Other Events As previously disclosed, on September 21, 2023, Oramed Pharmaceuticals Inc. (the "Company") entered into and consummated the transactions contemplated by a Securities Purchase Agreement (the "Scilex SPA") with Scilex Holding Company ("Scilex"). Pursuant to the Scilex SPA, in exchange for Scilex assuming certain outstanding obligations of Sorrento Therapeutics, Inc., Scilex issued to the Company a Senior Secured Promissory Note due 18 months from the date of issuance in the principal amount of $101,875,000 (the "Note"), as well as certain warrants to purchase shares of common stock of Scilex. The foregoing descriptions of the Scilex SPA and the Note and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the copies of the Scilex SPA and the Note attached as Exhibits 10.1 and 10.2 to the Company's Current Report on Form 8-K dated September 21, 2023, and are incorporated herein by reference. As previously disclosed, the Company received an aggregate amount of $20 million in principal payments as required by the terms of the Note. On May 2, 2024, the Company received an additional payment of approximately $9.6 million pursuant to the terms of the Note, which requires mandatory prepayments of 70% of the net cash proceeds received by Scilex from any debt or equity financings, subject to certain conditions and exceptions. The $9.6 million prepayment will be applied toward the third principal payment installment and reduce the $20 million otherwise due on June 21, 2024 to approximately $10.4 million. Cautionary Note Regarding Forward-Looking This Current Report on Form 8-K may contain forward-looking statements, which may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions and include

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ORAMED PHARMACEUTICALS INC. By: /s/ Nadav Kidron Name: Nadav Kidron Title: President and CEO May 6, 2024 2

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View this 8-K filing on SEC EDGAR