Oramed Pharmaceuticals Files 8-K with Material Agreement

TL;DR

ORAM filed an 8-K on 2/7/25 - looks like a big deal happened.

AI Summary

On February 7, 2025, Oramed Pharmaceuticals Inc. entered into a material definitive agreement. The company also made a Regulation FD disclosure and filed financial statements and exhibits. The exact nature of the agreement and the financial details were not specified in the provided text.

Why It Matters

This filing indicates a significant corporate event for Oramed Pharmaceuticals, potentially impacting its business operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing of a material definitive agreement suggests a significant event, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• ORAMED PHARMACEUTICALS INC. (company) — Registrant
• February 7, 2025 (date) — Date of earliest event reported
• 1185 Avenue of the Americas, Third Floor, New York, New York 10036 (location) — Business Address

FAQ

Key Financial Figures

• $0.012 — ch registered Common Stock, par value $0.012 ORMP The Nasdaq Capital Market, Te
• $40 million — the Initial Closing, (i) HTIT shall pay $40 million to Oramed NewCo (the "HTIT Initial Inve
• $7.5 million — nd Oramed Ltd. (collectively) shall pay $7.5 million to Oramed NewCo, in each case, in immed
• $20 million — a non-refundable deposit to HTIT Sub of $20 million in accordance with the terms of the Sup
• $20 million — the Second Closing, (i) HTIT shall pay $20 million to Oramed NewCo (the "HTIT Second Inves
• $500,000 — n transaction expenses in the amount of $500,000; and (ii) Oramed for certain operationa
• $10 million — a non-refundable deposit to HTIT Sub of $10 million in accordance with the terms of the Sup

Filing Documents

• ea0229914-8k_oramed.htm (8-K) — 57KB
• ea022991401ex10-1_oramed.htm (EX-10.1) — 346KB
• ea022991401ex10-2_oramed.htm (EX-10.2) — 97KB
• ea022991401ex10-3_oramed.htm (EX-10.3) — 187KB
• ea022991401ex10-4_oramed.htm (EX-10.4) — 149KB
• ea022991401ex10-5_oramed.htm (EX-10.5) — 107KB
• ea022991401ex10-6_oramed.htm (EX-10.6) — 44KB
• ea022991401ex99-1_oramed.htm (EX-99.1) — 14KB
• ex10-1_001.jpg (GRAPHIC) — 98KB
• ex10-1_002.jpg (GRAPHIC) — 111KB
• ex10-1_003.jpg (GRAPHIC) — 3KB
• 0001213900-25-012244.txt ( ) — 1659KB
• ormp-20250207.xsd (EX-101.SCH) — 3KB
• ormp-20250207_lab.xml (EX-101.LAB) — 33KB
• ormp-20250207_pre.xml (EX-101.PRE) — 22KB
• ea0229914-8k_oramed_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Ancillary Agreement Completion Protocol and Supplemental Agreement On February 7, 2025, Oramed Pharmaceuticals Inc. (the " Company "), Oramed NewCo, Inc. (" Oramed NewCo "), Oramed Ltd. (" Oramed Ltd. "), Hefei Tianhui Biotech Co., Ltd. (" HTIT Biotech ") and Technowl Limited (" HTIT Sub " and together with HTIT Biotech, collectively, " HTIT ") entered into that certain Ancillary Agreement Completion Protocol and Supplemental Agreement (the " Supplemental Agreement "). As previously reported on Current Report on Form 8-K, on January 22, 2024, the Company, Oramed Ltd. and HTIT entered into that certain Joint Venture Agreement (the " JV Agreement ") for the purpose of forming a joint venture company relating to the funding, development, production, marketing, and distribution of the products as described therein. The Supplemental Agreement amends and supplements the JV Agreement and sets forth, among others, (i) the business and operations and corporate governance provisions, including the designation of certain members of the board of directors, of Oramed NewCo following the Initial Closing (as defined below), (ii) amends and restates certain sections of the JV Agreement, (iii) the delivery of certain intercompany and ancillary agreements, (iv) certain interim covenants, closing conditions, and closing documents as related to the JV Agreement, the Supplemental Agreement and the transactions contemplated thereunder, and (v) Oramed NewCo joining as a party to the JV Agreement, to become the joint venture company contemplated thereunder. Pursuant to the Supplemental Agreement, the initial closing deadline of the transactions contemplated by the JV Agreement and the Supplemental Agreement shall be April 30, 2025 (the " Initial Closing "). Subject to the completion and satisfaction of applicable closing conditions, the second closing (the " Second Closing ") shall occur on a date specified in the applicable closing

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure On February 11, 2025, the Company issued a press release in connection with the Supplemental Agreement and the transactions contemplated thereunder. The Company undertakes no obligation to update, supplement or amend the materials attached hereto. The information in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, along with the exhibits attached hereto, contains certain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact contained in this Current Report on Form 8-K, including statements regarding the Spin Off and the related transactions contemplated thereby, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "targets," "projects," "could," "would," "continue," "forecast" or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by the Company and its management are inherently uncertain and many factors may cause the actual results to differ materially from current expectations. 4

01 Financial

Item 9.01 Financial (d) Exhibits Exhibit No. Description 10.1+ Ancillary Agreement Completion Protocol and Supplemental Agreement, dated as of February 7, 2025, by and among Oramed Pharmaceuticals Inc., Oramed NewCo, Inc., Oramed Ltd., Hefei Tianhui Biotech Co., Ltd. and Technowl Limited. 10.2 Form of Registration Rights Agreement, to be executed by and among Oramed Pharmaceuticals Inc., Oramed NewCo, Inc. and Technowl Limited. 10.3+* Asset Transfer Agreement, dated as of February 7, 2025, by and among Oramed Pharmaceuticals Inc., Oramed NewCo, Inc. and Oramed Ltd. 10.4+* Supply Agreement, dated as of February 7, 2025, by and among Oramed NewCo, Inc., Hefei Tianhui Biotech Co., Ltd. and Technowl Limited. 10.5+ * License Agreement, dated as of February 7, 2025, by and among Oramed NewCo, Inc., Hefei Tianhui Biotech Co., Ltd. and Technowl Limited. 10.6 * Novation Agreement and Release, effective as of February 7, 2025, by and among Oramed Pharmaceuticals Inc., Oramed Ltd. Oramed NewCo Inc., and Hefei Tianhui Biotech Co., Ltd. 99.1 Press Release, dated February 11, 2025 (furnished pursuant to Item 7.01) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) + Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The Company hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request. * Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act because they are both (i) not material and (ii) the type that the registrant treats as private or confidential. A copy of the omitted portions will be fur

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 February 11, 2025 6

View Full Filing

View this 8-K filing on SEC EDGAR