Oramed to Acquire InterCure for $137M

TL;DR

Oramed buying InterCure for $137M, deal expected Q3 2024.

AI Summary

Oramed Pharmaceuticals Inc. announced on June 20, 2024, that it has entered into a definitive agreement to acquire all of the outstanding equity interests of InterCure Ltd. for approximately $137 million. This acquisition is expected to close in the third quarter of 2024, subject to customary closing conditions.

Why It Matters

This significant acquisition could reshape Oramed's market position and product portfolio within the pharmaceutical sector.

Risk Assessment

Risk Level: medium — Acquisitions carry inherent risks, including integration challenges and potential failure to achieve expected synergies.

Key Numbers

• $137 million — Acquisition Price (Total cost for acquiring InterCure Ltd.)

Key Players & Entities

• Oramed Pharmaceuticals Inc. (company) — Acquiring company
• InterCure Ltd. (company) — Acquired company
• $137 million (dollar_amount) — Acquisition price
• June 20, 2024 (date) — Date of agreement
• third quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

• $0.012 — ch registered Common Stock, par value $0.012 ORMP The Nasdaq Capital Market, Tel
• $101,875,000 — of issuance in the principal amount of $101,875,000 (the "Note"), as well as certain warran
• $29.6 million — any has received an aggregate amount of $29.6 million in principal payments as required by th
• $10.4 million — an additional payment of approximately $10.4 million pursuant to the terms of the Note, whic
• $20 million — t installment and thereby fulfilled the $20 million payment obligation, bringing the total
• $40.0 million — uant to the Note as of June 20, 2024 to $40.0 million. Cautionary Note Regarding Forward-Loo

Filing Documents

• ea0208337-8k_oramed.htm (8-K) — 26KB
• 0001213900-24-055006.txt ( ) — 196KB
• ormp-20240620.xsd (EX-101.SCH) — 3KB
• ormp-20240620_lab.xml (EX-101.LAB) — 33KB
• ormp-20240620_pre.xml (EX-101.PRE) — 22KB
• ea0208337-8k_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 has received an aggregate amount of $29.6 million in principal payments as required by the terms of the Note . On June 20, 2024, the Company received an additional payment of approximately $10.4 million pursuant to the terms of the Note, which was applied toward the third principal payment installment and thereby fulfilled the $20 million payment obligation, bringing the total amount paid by Scilex to the Company pursuant to the Note as of June 20, 2024 to $40.0 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 statements about the performance of the Scilex SPA, the Note and the transactions contemplated thereby

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 June 24, 2024 2

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View this 8-K filing on SEC EDGAR