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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):
June 25, 2026
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
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
June 28, 2026, the board of directors (the “Board”) of Oramed Pharmaceuticals Inc. (the “Company”) approved the
Fifth Amended and Restated Bylaws (the “Amended Bylaws”) of the Company, effective as of June 25, 2026. The Fifth Amended
and Restated Bylaws amend and restate those certain Fourth Amended and Restated Bylaws of the Company, to (i) revise the record date procedures
for stockholder action by written consent by providing that, if the Board of does not fix a record date within the applicable period,
the record date will be fixed in accordance with Section 213(b) of the Delaware General Corporation Law, (ii) eliminate former Article
III, Section 11(b), which required a stockholder requesting a record date for action by written consent to provide, among other information,
certain information regarding the proposed action, related proposals and solicitation plans, and (iii) revise the effectiveness provision
for stockholder consents to provide that consents signed by a sufficient number of stockholders must be delivered to the Company in accordance
with applicable law within 60 days of the first date on which a consent is delivered to the Company.
The
foregoing description of the Amended Bylaws is qualified by reference to the Amended Bylaws, a copy of which is attached hereto as Exhibit
3.1 and is incorporated herein by reference.
Item 8.01. Other
Events.
On June 25, 2026, the Company and Scilex Holding Company (“Scilex”) agreed to a further extension (the “Extension Agreement”)
of the outstanding payment obligations, including the outstanding principal amount, any accrued interest thereon and any other fees (the
“Note Obligations”), owed by Scilex to the Company pursuant to (i) the Senior Secured Promissory Note dated September 21,
2023, as amended (the “Tranche A Note”) with outstanding Note Obligations equal to an aggregate of approximately $29.5 million
as of June 30, 2026, (ii) the Senior Secured Convertible Note dated October 8, 2024, as amended (the “Tranche B Note” and,
together with the Tranche A Note, the “Notes”), with outstanding Note Obligations equal to an aggregate of approximately $6.7
million (representing the amortization payments due April 1, 2026 and July 1, 2026), and (iii) the prior agreement to extend the maturity
date of the Notes to June 15, 2026, in consideration of Scilex agreeing to pay to the Company $1 million in cash (the “Extension
Obligation” and, collectively with the Note Obligations, the “Obligations”).
Pursuant to the Extension Agreement, Scilex agreed to pay the Obligations to the Company in cash as follows: (i) $0.5 million, which the
Company received on June 25, 2026; (ii) $5 million on or before July 31, 2026; and (iii) the entire remaining balance of the Obligations
on or before September 30, 2026. Amounts received are to be applied first to the Extension Obligation (until the first $1 million has
been so applied), thereafter to the Tranche B Note (covering the amortization payments due April 1, 2026 and July 1, 2026), and thereafter
to the Tranche A Note.
If Scilex fails to satisfy the Obligations in full by September 30, 2026 (such date, the “Due Date”), then, notwithstanding
the foregoing order of application, the first $1.5 million received by the Company shall not be credited against the Obligations and will
be deemed, retroactively and for all purposes, an extension fee fully earned by and retained by the Company, and the Obligations will
remain outstanding in full as if such amount had not been applied. In addition, if Scilex fails to satisfy the Obligations by the Due
Date, Scilex has agreed to satisfy the remaining Obligations through the delivery of shares of common stock, par value $0.0001 per share,
of Scilex (or of an affiliate of Scilex) which such shares will covered by an effective registration statement and will be issued free
of restrictive legends and transfer restrictions, on such terms to be mutually agreed to by Oramed and Scilex.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 3.1 |
|
The Fifth Amended and Restated Bylaws of Oramed Pharmaceuticals, Inc. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |
June 30, 2026
