Scilex pays Oramed (NASDAQ: ORMP) $13M in first warrant repurchase

Rhea-AI Filing Summary

Oramed Pharmaceuticals Inc. reported that Scilex Holding Company exercised the first tranche of an option to repurchase warrants Oramed holds in Scilex. These warrants allow purchase of Scilex common stock. On September 30, 2025, Scilex repurchased warrants covering 3,130,000 Scilex shares from Oramed for $13,000,000, as part of a previously agreed warrant repurchase transaction totaling up to $27,000,000. Under the option agreement, Scilex may still repurchase the remaining warrants covering 3,370,000 Scilex shares from Oramed for $14,000,000 on or before December 31, 2025.

Insights

Equity & Corporate Finance Analyst

Oramed receives $13M from Scilex’s first warrant repurchase tranche.

Oramed holds warrants to buy 6,500,000 shares of Scilex common stock, which are subject to a repurchase option granted to Scilex. The overall arrangement allows Scilex to repurchase these warrants from Oramed for an aggregate $27,000,000 in two tranches under an option agreement.

On September 30, 2025, Scilex completed the first tranche by repurchasing warrants covering 3,130,000 Scilex shares for $13,000,000, providing cash proceeds to Oramed. The remaining 3,370,000 warrants may be repurchased for $14,000,000 if Scilex exercises its option on or before December 31, 2025.

This structure converts Oramed’s derivative position in Scilex into staged cash inflows, depending on Scilex’s decision to complete the second tranche. Subsequent disclosures from either party would clarify if and when the remaining $14,000,000 repurchase is completed.

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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): September 30, 2025

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 8.01 Other Events.

As previously disclosed in its Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2025, on July 22, 2025, Oramed Pharmaceuticals Inc. (the “Company”) entered into an Option Agreement for the Repurchase of Warrants (the “Option Agreement”) with Scilex Holding Company (“Scilex”) pursuant to which, among other things, the Company granted to Scilex an option to  repurchase warrants held by the Company to purchase an aggregate of 6,500,000 shares of Scilex’s common stock, par value $0.0001 per share (the “Scilex Common Stock”) at an exercise price of $0.01 per share (the “Subject Warrants”) in two tranches for an aggregate purchase price of $27,000,000 (the “Warrant Repurchase”), subject to the terms and conditions set forth in the Option Agreement.

On September 30, 2025, Scilex repurchased Subject Warrants to purchase 3,130,000 shares of Scilex Common Stock for a purchase price of $13,000,000, representing the first tranche of the Warrant Repurchase. Pursuant and subject to the terms of the Option Agreement, Scilex continues to have the option to repurchase the remaining 3,370,000 Subject Warrants from the Company for a purchase price of $14,000,000 on or before December 31, 2025.

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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 6, 2025

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FAQ

What did Oramed Pharmaceuticals Inc. (ORMP) disclose in this 8-K?

Oramed disclosed that Scilex Holding Company repurchased part of the warrants Oramed holds in Scilex, paying $13,000,000 for warrants covering 3,130,000 Scilex shares on September 30, 2025.

What is the total size of the Scilex warrant repurchase option with Oramed (ORMP)?

The option agreement covers warrants to purchase 6,500,000 Scilex common shares for an aggregate repurchase price of $27,000,000, split into two tranches.

How much of the Scilex warrant repurchase has been completed for Oramed (ORMP)?

The first tranche has been completed, with Scilex repurchasing warrants for 3,130,000 shares for $13,000,000. The remaining warrants for 3,370,000 shares are still subject to an option.

What remains under the Scilex warrant repurchase option with Oramed (ORMP)?

Scilex retains an option to repurchase the remaining 3,370,000 warrants from Oramed for $14,000,000 on or before December 31, 2025.

When was the original Scilex warrant repurchase option agreement with Oramed (ORMP) signed?

The option agreement for the repurchase of warrants between Oramed and Scilex was entered into on July 22, 2025 and was initially disclosed in a filing on July 23, 2025.

What type of security is subject to the repurchase option involving Oramed (ORMP) and Scilex?

The repurchase option covers warrants held by Oramed that entitle it to purchase shares of Scilex common stock, par value $0.0001 per share.