Oramed Pharmaceuticals Terminates Material Agreement

TL;DR

Oramed terminated a big deal, investors need to watch financials.

AI Summary

On October 20, 2025, Oramed Pharmaceuticals Inc. reported the termination of a material definitive agreement. The company also provided updates on its results of operations and financial condition, along with other events and financial statements. Specific details regarding the terminated agreement and financial performance were not disclosed in this filing.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's strategic direction and financial outlook, requiring investors to assess the reasons and potential consequences.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement introduces uncertainty regarding the company's business strategy and financial stability.

Key Players & Entities

• ORAMED PHARMACEUTICALS INC. (company) — Registrant
• October 20, 2025 (date) — Date of earliest event reported
• 1185 AVENUE OF THE AMERICAS, 3RD FLOOR (address) — Business and Mail Address
• New York (location) — City
• DE (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.012 — ch registered Common Stock, par value $0.012 ORMP The Nasdaq Capital Market, Te
• $2.23 — ) to the Company at a purchase price of $2.23 per Share for an aggregate price of $2,
• $2,576,468.41 — .23 per Share for an aggregate price of $2,576,468.41 (the "Repurchase"). The closing of the

Filing Documents

• ea0262319-8k_oramed.htm (8-K) — 34KB
• ea026231901ex10-1_oramed.htm (EX-10.1) — 32KB
• ea026231901ex99-1_oramed.htm (EX-99.1) — 23KB
• 0001213900-25-101825.txt ( ) — 268KB
• ormp-20251020.xsd (EX-101.SCH) — 3KB
• ormp-20251020_lab.xml (EX-101.LAB) — 33KB
• ormp-20251020_pre.xml (EX-101.PRE) — 22KB
• ea0262319-8k_oramed_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement On October 20, 2025, Oramed Pharmaceuticals Inc. (the "Company") entered into a share repurchase agreement (the "Repurchase Agreement") with Hefei Tianhui Biotech Co., Ltd. ("HTIT Biotech") pursuant to which HTIT Biotech agreed to sell back to the Company an aggregate of 1,155,367 shares of common stock, par value $0.012 per share of the Company (the "Shares") to the Company at a purchase price of $2.23 per Share for an aggregate price of $2,576,468.41 (the "Repurchase"). The closing of the Repurchase occurred on October 20, 2025, and the Shares have been cancelled and retired. The foregoing summary of the Repurchase Agreement is not complete and is qualified in its entirety by the full text of the Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement As previously reported on Current Report on Form 8-K, on January 22, 2024, the Company and its wholly-owned subsidiary, Oramed Ltd., entered into a Joint Venture Agreement (the "JV Agreement") with HTIT Biotech and Technowl Limited, a wholly-owned indirect subsidiary of HTIT Biotech ("HTIT Sub," and together with HTIT Biotech, collectively "HTIT"), pursuant to which, subject to the terms and conditions set forth in the JV Agreement, the parties agreed to establish a joint venture based on Company's oral drug delivery technology. Pursuant to the JV Agreement, as amended by that certain Ancillary Agreement Completion Protocol and Supplemental Agreement (the "Supplemental Agreement"), dated as of February 2025, the initial closing deadline of the transactions contemplated by the JV Agreement was set to be April 30, 2025, which was subsequently extended. However, HTIT was unable to satisfy the closing conditions under the JV Agreement and the Supplemental Agreement, and on October 23, 2025, the Company provided notice to HTIT to terminate the JV Agreement and the Supplemental Agreement, effective as of the date of the notice.

02 Results of Operations and Financial

Item 2.02 Results of Operations and Financial Condition On October 23, 2025, the Company issued a letter to its shareholders (the "Shareholder Letter"), which contains certain unaudited, preliminary and estimated financial information of the Company as of September 30, 2025 (the "Financial Information"). Cautionary Statement Regarding the Financial Information The Company cautions investors and potential investors not to place undue reliance upon the Financial Information contained in the Shareholder Letter, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the Company's securities. The Financial Information was not audited by independent accountants and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company's securities, the Financial Information disclosed in the Shareholder Letter is complete. The Company has not yet completed its quarter-end financial close processes for the fiscal quarter ended September 30, 2025, and as such, the Financial Information is based on financial information currently available to the Company, including certain assumptions and estimates by management, and should be considered preliminary. As such, the Company's actual results for the quarter ended September 30, 2025, may materially vary from the Financial Information. The Financial Information should not be viewed as indicative of future results. The information in Item 2.02 of this Current Report on Form 8-K (including the Financial Information contained in Exhibit 99.1 attached hereto) is being furnished and shall not be deemed to be filed for purposes of Section 18 of 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

01 Other Events

Item 8.01 Other Events. A copy of the Shareholder Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference, except for the Financial Information contained therein, as discussed under Item 2.02 of this Current Report on Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 10.1 Share Repurchase Agreement, dated October 20, 2025, by and between the Company and Hefei Tianhui Biotech Co., Ltd. 99.1 Shareholder Letter, dated October 23, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

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 October 23, 2025 3

View Full Filing

View this 8-K filing on SEC EDGAR