Oramed Pharmaceuticals Completes Merger with Premal Holdings

TL;DR

ORMP merged with Premal Holdings, closing Oct 7, 2024. Stock stays ORMP on Nasdaq.

AI Summary

Oramed Pharmaceuticals Inc. announced on October 7, 2024, the closing of its previously announced merger with Premal Holdings Corp. The combined company will operate under the name Oramed Pharmaceuticals Inc. and will continue to be listed on the Nasdaq Capital Market under the ticker symbol "ORMP". This merger is expected to enhance Oramed's financial position and support its ongoing clinical development programs.

Why It Matters

This merger is a significant step for Oramed, potentially providing it with greater financial resources to advance its drug development pipeline and pursue strategic growth opportunities.

Risk Assessment

Risk Level: medium — Mergers inherently carry integration risks and the success of the combined entity depends on the effective execution of its business strategy and clinical development.

Key Players & Entities

• Oramed Pharmaceuticals Inc. (company) — Registrant
• Premal Holdings Corp. (company) — Merger partner
• Nasdaq Capital Market (company) — Stock exchange
• ORMP (company) — Ticker symbol

FAQ

Key Financial Figures

• $0.012 — ch registered Common Stock, par value $0.012 ORMP The Nasdaq Capital Market, T
• $101,875,000 — of issuance in the principal amount of $101,875,000 (the " Tranche A Note " or the " Oramed
• $0.0001 — of Scilex's common stock, par value of $0.0001 per share (the " Scilex Common Stock ")
• $0.01 — mon Stock "), with an exercise price of $0.01 per share and restrictions on exercisab
• $11.50 — Common Stock with an exercise price of $11.50 per share. Securities Purchase Agreem
• $50,000,000 — ex in the aggregate principal amount of $50,000,000 (the " Notes "), which Notes will be co
• $22,500,000 — e related warrants (described below) is $22,500,000. The Note issued to the Company will ha
• $25,000,000 — ll have an initial principal balance of $25,000,000. The Notes have an original issue disco
• $12,500,000 — used for repayment and satisfaction of $12,500,000 of the outstanding balance under the Or
• $1.09 — t the initial fixed conversion price of $1.09 per share (the " Conversion Price "), w
• $1.04 — e Conversion Price cannot be lower than $1.04 (as adjusted for stock splits, stock di
• $5,000,000 — indebtedness involving an obligation of $5,000,000 or more. The interest rate of the Notes
• $2,500,000 — bles, the Company exchanged and reduced $2,500,000 of the principal balance under the Tran
• $200,000 — ment through the provision of services) $200,000 per year toward expanding the Product,

Filing Documents

• ea0216936-8k_oramed.htm (8-K) — 88KB
• ea021693601ex10-1_oramed.htm (EX-10.1) — 397KB
• ea021693601ex10-2_oramed.htm (EX-10.2) — 20KB
• ea021693601ex10-3_oramed.htm (EX-10.3) — 414KB
• ea021693601ex10-4_oramed.htm (EX-10.4) — 171KB
• ea021693601ex10-5_oramed.htm (EX-10.5) — 387KB
• ea021693601ex10-6_oramed.htm (EX-10.6) — 94KB
• ea021693601ex10-7_oramed.htm (EX-10.7) — 113KB
• ea021693601ex10-8_oramed.htm (EX-10.8) — 62KB
• ea021693601ex10-9_oramed.htm (EX-10.9) — 28KB
• ea021693601ex10-10_oramed.htm (EX-10.10) — 197KB
• ea021693601ex10-11_oramed.htm (EX-10.11) — 67KB
• ea021693601ex10-12_oramed.htm (EX-10.12) — 205KB
• ea021693601ex99-1_oramed.htm (EX-99.1) — 12KB
• 0001213900-24-086214.txt ( ) — 2910KB
• ormp-20241007.xsd (EX-101.SCH) — 3KB
• ormp-20241007_lab.xml (EX-101.LAB) — 33KB
• ormp-20241007_pre.xml (EX-101.PRE) — 22KB
• ea0216936-8k_oramed_htm.xml (XML) — 4KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 8, 2024 ( October 7, 2024 ) ORAMED PHARMACEUTICALS INC. (Exact name of registrant as specified in its charter) delaware 001-35813 98-0376008 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 1185 Avenue of the Americas , Third Floor , New York , New York 10036 (Address of Principal Executive Offices) (Zip Code) 844 - 967-2633 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbol Name of each exchange on which registered Common Stock, par value $0.012 ORMP The Nasdaq Capital Market, Tel Aviv Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01. Entry into a Material Definitive Agreement. Background As previously announced, on September 21, 2023, Oramed Pharmaceuticals Inc. (the " Company ") entered into, and consummated the transactions contemplated by, a securities purchase agreement (the " Scilex-Oramed SPA ") with Scilex Holding Company (" Scilex ") and Acquiom Agency Services LLC (the " Agent ") . Pursuant to the Scilex-Oramed SPA, among other things, on September 21, 2023, Scilex issued to the Company (A) a senior secured promissory note due 18 months from the date of issuance in the principal amount of $101,875,000 (the " Tranche A Note " or the " Oramed Note "), (B) warrants to purchase up to an aggregate of 13,000,000 shares of Scilex's common stock, par value of $0.0001 per share (the " Scilex Common Stock "), with an exercise price of $0.01 per share and restrictions on exercisability, and (C) transferred to the Company, 4,000,000 warrants to purchase an aggregate of 4,000,000 (subject to adjustment as provided therein) shares of Scilex Common Stock with an exercise price of $11.50 per share. Securities Purchase Agreement On October 7, 2024, the Company entered into a Securities Purchase Agreement (the " Securities Purchase Agreement ") with certain institutional investors (collectively, " Investor " and, together with the Company, the " Buyers ") and Scilex (as the "Company" thereunder), to refinance a portion of the Tranche A Note and pay off certain other indebtedness of Scilex. Pursuant to the Securities Purchase Agreement, Scilex agreed to issue and sell, in a registered offering by Scilex directly to the Buyers, (i) a new tranche B of senior secured convertible notes of Scilex in the aggregate principal amount of $50,000,000 (the " Notes "), which Notes will be convertible into shares of Scilex Common Stock and (ii) warrants (the " Common Warrants ") to purchase up to 7,500,000 shares of Scilex Common Stock; such issuance of the Notes and the Common Warrants, the " Offering ". The Securities Purchase Agreement contains customary representations, warranties, covenants and agreements by Scilex and customary conditions to closing. The conditions to closing were satisfied (or if applicable waived) and the transactions contemplated by the Securities Purchase Agreement were consummated on October 8, 2024. In conjunction with and pursuant to the Letter Agreement (as defined below), Scilex is responsible for the payment of legal fees of outside counsel for the Company relating to or arising out of the transactions contemplated by the Securities Purchase Agreement (and the other agreements contemplated thereby) and the payment date extensions described under the Letter Agreement. The foregoing summary of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorpor

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