Oramed details Lifeward (LFWD) equity stake, notes and warrants
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Oramed Pharmaceuticals Inc. has filed an initial ownership report for Lifeward Ltd., showing it as a ten-percent owner. Oramed directly holds 1,250,363 ordinary shares. It also holds senior secured convertible notes and several warrant series that can convert into additional ordinary shares, subject to strict ownership caps.
The notes are convertible into 1,666,666 ordinary shares at an exercise price of $5.4000 per share. Oramed also holds share purchase warrants for 1,666,666 and 1,296,296 ordinary shares at $5.4000, plus pre-funded warrants for 1,006,113 ordinary shares at a $0.0000 exercise price. Footnotes state these instruments generally cannot be exercised if conversion would give Oramed more than 49.99% or 45.0% beneficial ownership of Lifeward’s ordinary shares.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
ORAMED PHARMACEUTICALS INC.
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Warrants (right to buy) | -- | -- | -- |
| holding | Warrants (right to buy) | -- | -- | -- |
| holding | Warrants (right to buy) | -- | -- | -- |
| holding | Senior Secured Convertible Notes | -- | -- | -- |
| holding | Ordinary Shares | -- | -- | -- |
Holdings After Transaction:
Warrants (right to buy) — 1,006,113 shares (Direct, null);
Senior Secured Convertible Notes — 1,666,666 shares (Direct, null);
Ordinary Shares — 1,250,363 shares (Direct, null)
Footnotes (1)
- Pursuant to the terms of the pre-funded warrants (the "Pre-Funded Warrants"), Lifeward Inc. (the "Issuer") may not effect any exercise of the Pre-Funded Warrants, and Oramed Pharmaceuticals Inc. (the "Reporting Person") may not exercise the Pre-Funded Warrants, to the extent that after giving effect to such issuance after exercise, the Reporting Person would beneficially own more than 49.99% of the outstanding ordinary shares, no par value ("Ordinary Shares") of the Issuer (the "49.99% Beneficial Ownership Limitation"). Subject to the 49.99% Beneficial Ownership Limitation, the Pre-Funded Warrants are freely exercisable. Pursuant to the terms of the share purchase warrants (the "Share Purchase Warrants"), the Issuer may not effect any exercise of the Share Purchase Warrants, and the Reporting Person may not exercise the Share Purchase Warrants, to the extent that after giving effect to such issuance after exercise, the Reporting Person would beneficially own more than 49.99% of the Ordinary Shares. Pursuant to the terms of the purchase agreement warrants (the "Purchase Agreement Warrants"), the Issuer may not effect any exercise of the Purchase Agreement Warrants, and the Reporting Person may not exercise the Purchase Agreement Warrants, to the extent that after giving effect to such issuance after exercise, the Reporting Person would beneficially own more than 45.0% of the Ordinary Shares. Pursuant to the terms of the senior secured convertible notes (the "Notes"), the Issuer may not effect any conversion of the Notes, and the Reporting Person may not convert the Notes, to the extent that after giving effect to such issuance after conversion, the Reporting Person would beneficially own more than 45.0% of the Ordinary Shares (the "45% Beneficial Ownership Limitation"). Subject to the 45% Beneficial Ownership Limitation, the Notes are freely convertible.
Key Figures
Direct ordinary shares held: 1,250,363 shares
Convertible notes underlying shares: 1,666,666 shares
Convertible notes exercise price: $5.4000/share
+5 more
8 metrics
Direct ordinary shares held
1,250,363 shares
Lifeward ordinary shares held directly after reported holdings
Convertible notes underlying shares
1,666,666 shares
Ordinary shares underlying senior secured convertible notes
Convertible notes exercise price
$5.4000/share
Exercise price for senior secured convertible notes into ordinary shares
Warrants at $5.40 (series 1)
1,666,666 shares
Ordinary shares underlying one warrant series at $5.4000
Warrants at $5.40 (series 2)
1,296,296 shares
Ordinary shares underlying second warrant series at $5.4000
Pre-funded warrants
1,006,113 shares
Ordinary shares underlying pre-funded warrants at $0.0000
Beneficial ownership cap (warrants)
49.99%
Maximum beneficial ownership allowed upon exercising certain warrants
Beneficial ownership cap (notes)
45.0%
Maximum beneficial ownership allowed upon converting notes and related warrants
Key Terms
Pre-Funded Warrants, Share Purchase Warrants, Purchase Agreement Warrants, Senior Secured Convertible Notes, +1 more
5 terms
Pre-Funded Warrants financial
"Pursuant to the terms of the pre-funded warrants (the "Pre-Funded Warrants"), Lifeward Inc."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Purchase Agreement Warrants financial
"Pursuant to the terms of the purchase agreement warrants (the "Purchase Agreement Warrants"), the Issuer may not effect any exercise"
Senior Secured Convertible Notes financial
"Pursuant to the terms of the senior secured convertible notes (the "Notes"), the Issuer may not effect any conversion"
A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.
Beneficial Ownership Limitation regulatory
"the Reporting Person would beneficially own more than 49.99% of the outstanding ordinary shares"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
FAQ
What does Oramed’s Form 3 filing reveal about its Lifeward (LFWD) ownership?
The filing shows Oramed is a ten-percent owner of Lifeward, holding 1,250,363 ordinary shares plus multiple notes and warrants convertible into additional ordinary shares, giving it significant potential exposure while remaining subject to strict beneficial ownership limits.
What convertible notes linked to Lifeward (LFWD) does Oramed report?
Oramed reports senior secured convertible notes linked to 1,666,666 Lifeward ordinary shares at an exercise price of $5.4000 per share. These notes are freely convertible, but only to the extent conversions do not push Oramed’s beneficial ownership above the specified percentage cap.
What warrant positions in Lifeward (LFWD) does Oramed disclose?
Oramed discloses several warrant series: 1,666,666 and 1,296,296 ordinary shares at $5.4000 per share, plus 1,006,113 pre-funded warrants at $0.0000. These instruments expand potential ownership but remain constrained by the beneficial ownership limitations described in the footnotes.
What are the beneficial ownership limitations on Oramed’s Lifeward (LFWD) derivatives?
The filing states pre-funded and share purchase warrants generally cannot be exercised if Oramed would exceed a 49.99% beneficial ownership threshold. Purchase agreement warrants and senior secured convertible notes are similarly limited by a 45.0% beneficial ownership cap on Lifeward ordinary shares.