Oramed Pharmaceuticals Files 8-K with Material Agreement

TL;DR

ORAM filed an 8-K on Jan 2, 2025, reporting a material definitive agreement and financial exhibits.

AI Summary

On January 2, 2025, Oramed Pharmaceuticals Inc. filed an 8-K report. The filing indicates an entry into a material definitive agreement and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in New York, NY.

Why It Matters

This 8-K filing signals a significant development for Oramed Pharmaceuticals, potentially involving a new contract or partnership that could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent a significant opportunity or risk depending on the nature of the agreement.

Key Players & Entities

• ORAMED PHARMACEUTICALS INC. (company) — Registrant
• January 2, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• New York, New York (location) — Address of Principal Executive Offices
• 1185 Avenue of the Americas, Third Floor (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.012 — ch registered Common Stock, par value $0.012 ORMP The Nasdaq Capital Market, Te
• $50,000,000 — ") in the aggregate principal amount of $50,000,000 (the " Tranche B Notes "). Pursuant to
• $6,250,000 — (as defined in the Tranche B Notes) of $6,250,000 per fiscal quarter at a redemption pric
• $0.0001 — 0,000 shares of common stock, par value $0.0001 per share, of the Company (the " Scilex
• $1.11 million — Term Sheet, Scilex paid an aggregate of $1.11 million to the Tranche B Noteholders in respect
• $25 m — al installment payment of approximately $25 million, together with accrued interest,

Filing Documents

• ea0226709-8k_oramed.htm (8-K) — 29KB
• ea022670901ex10-1_oramed.htm (EX-10.1) — 62KB
• 0001213900-25-000517.txt ( ) — 278KB
• ormp-20250102.xsd (EX-101.SCH) — 3KB
• ormp-20250102_lab.xml (EX-101.LAB) — 33KB
• ormp-20250102_pre.xml (EX-101.PRE) — 22KB
• ea0226709-8k_oramed_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Deferral and Consent under Tranche B Senior Secured Convertible Note As previously disclosed by Oramed Pharmaceuticals Inc. (the " Company "), Scilex Holding Company (" Scilex ") issued a Tranche B Senior Secured Convertible Note, dated as of October 8, 2024, to the Company and certain other investors, including Nomis Bay Ltd, BPY Limited and 3i, LP (together with the Company, the " Tranche B Noteholders ") in the aggregate principal amount of $50,000,000 (the " Tranche B Notes "). Pursuant to the Tranche B Notes, commencing on January 2, 2025 (the " First Amortization Payment Date "), Scilex is required to redeem in cash (the " First Amortization Payment ") such portion of the principal amount of the Tranche B Notes equal to each Tranche B Noteholder's Holder Pro Rata Amount (as defined in the Tranche B Notes) of $6,250,000 per fiscal quarter at a redemption price equal to 100% of such Amortization Amount (as defined in the Tranche B Notes). On January 2, 2025, the Company and each of the other Tranche B Noteholders entered into deferral and consent letters with Scilex (the Company's deferral and consent letter, the " Oramed Consent " and together with the other Tranche B Noteholder deferral and consent letters, the " Tranche B Consents ") , pursuant to which the Tranche B Noteholders agreed to defer Scilex's obligation to make the First Amortization Payment until January 31, 2025. In consideration of such deferral, and to limit the Tranche B Noteholders' right to exercise certain secured creditor remedies (including recourse against the assets of SCLX Stock Acquisition JV (" SCLX JV ") as a grantor under the Security Agreement (as defined in the Tranche B Consents)), SCLX JV agreed to deliver to the Tranche B Noteholders (or their designee) by deposit/withdrawal at custodian with the Depository Trust Company an aggregate of 5,000,000 shares of common stock, par value $0.0001 per share, of the Company (the

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). 1

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 January 3, 2025 2

View Full Filing

View this 8-K filing on SEC EDGAR