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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.
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
