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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):
July 22, 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 1.01 | Entry into a Material Definitive Agreement. |
Option Agreement for the Repurchase of Warrants
As previously disclosed, on September 21, 2023, Oramed Pharmaceuticals
Inc. (the “Company”) entered into and consummated the transactions contemplated by a Securities Purchase Agreement (as amended
by that certain Amendment No.1 thereto, the “2023 SPA”) with Scilex Holding Company (“Scilex”) and Acquiom Agency
Services LLC (the “Agent”). Pursuant to the 2023 SPA, Scilex issued to the Company (i) a Senior Secured Promissory Note due
18 months from the date of issuance in the principal amount of $101,875,000 (the “Tranche A Note”), and (ii) warrants to purchase
up to an aggregate of 13,000,000 shares of Scilex’ common stock, par value $0.0001 per share (“Scilex Common Stock”)
at an exercise price of $0.01 per share (the “Penny Warrants”). The Company subsequently exercised Penny Warrants to purchase
an aggregate of 6,500,000 shares of Scilex Common Stock, and currently holds Penny Warrants to purchase an aggregate of 6,500,000 additional
shares of Scilex Common Stock (the “Subject Warrants”). On April 15, 2025, Scilex completed a reverse stock split of its common
stock at a ratio of 1-for-35 (the “Scilex Reverse Stock Split”). The terms of the Penny Warrants provide that the exercise
price and amounts of Scilex Common Stock issuable pursuant to such warrants will not adjust as a result of a reverse stock split. Accordingly,
following the Scilex Reverse Stock Split, the exercise price of the Penny Warrants continues to be $0.01 per share and the Company continues
to hold Penny Warrants exercisable for 6,500,000 shares of Scilex Common Stock.
On July 22, 2025, the Company
entered into an Option Agreement for the Repurchase of Warrants with Scilex (the “Option Agreement”) pursuant to which, among
other things, the Company granted Scilex an option (the “Option”) to repurchase the Subject Warrants in two tranches (the
“Warrant Repurchase”) for an aggregate purchase price of $27,000,000 (the “Warrant Repurchase Amount”), subject
to the terms and conditions set forth therein. In consideration of the Option, Scilex agreed to pay $1,500,000 (the “Option Payment
Amount”) to the Company in two equal installments occurring on or before August 8, 2025 and December 16, 2025, respectively. Provided
that Scilex has made the applicable option payment on or before such dates, it shall be entitled to purchase the Subject Warrants as follows:
(i) on or before September 30, 2025, it may repurchase 3,130,000 Subject Warrants for an aggregate purchase price of $13,000,000, and
(ii) on or before December 31, 2025, it may repurchase 3,370,000 Subject Warrants for an aggregate purchase price of $14,000,000. Additionally,
if Scilex effects the Warrant Repurchase and has paid the Option Payment Amount and Warrant Repurchase Amount in full, in accordance with
the terms of the Option Agreement, then the maturity date of the Tranche A Note shall be extended to March 31, 2026 and any make-whole
payment due thereunder upon prepayment shall be waived.
The Company agreed to not
exercise the Subject Warrants until the earlier of the date on which (i) Scilex forfeits the right to exercise all or part of the Option
pursuant to the terms of the Option Agreement and (ii) the termination of the Option Agreement pursuant to its terms (an “Option
Termination”).
The Option Agreement contains
customary representations and warranties of the Company and Scilex. The Option Agreement may be terminated by the Company by written notice
to Scilex if Scilex (i) fails to make any of the payments required under the Option Agreement or (ii) has not exercised the Option by
the applicable date set forth in the Option Agreement.
Pursuant to the terms of the Option Agreement, Scilex agreed that, if the
Option Agreement is terminated pursuant to the terms set forth therein, it will use commercially reasonable efforts to obtain the approval
of its stockholders to permit the issuance of shares of Scilex Common Stock in excess of the Stockholder Approval Cap (as defined in the
Option Agreement) upon exercise of any Subject Warrants retained by the Company following such termination, subject to the terms and conditions
set forth therein. The Company agreed that it would only exercise the Subject Warrants to the extent that such exercise would not cause
the issuance of shares of Scilex Common Stock in excess of 19.9% of the total number of shares of Scilex Common Stock issued and outstanding
immediately prior to the original issuance date of the Subject Warrants (after giving effect to the Scilex Reverse Stock Split) unless
Scilex obtains stockholder approval for such issuance.
The foregoing summary of the
Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy
of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
On May 15, 2025, the
Company filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the “Form 10-Q”), which stated
that the Company owned 185,715 Subsequent Penny Warrants (which are referred to in this Current Report on Form
8-K as the Penny Warrants) with an exercise price of $0.35 per share after giving effect to the Scilex Reverse Stock Split. The
Company is hereby clarifying that the exercise price and amounts of Scilex Common Stock issuable pursuant to such warrants did not
adjust as a result of Scilex’s Reverse Stock Split. Accordingly, as noted above in Item 1.01, following the Scilex Reverse
Stock Split, the exercise price of the Penny Warrants continues to be $0.01 per share and the Company continues to hold Penny
Warrants exercisable for 6,500,000 shares of Scilex Common Stock. This clarification has no impact on the Company’s financial
position, results of operations, or cash flows as of March 31, 2025, as reported in the Form 10-Q. This clarification is being
provided to ensure alignment between the Company’s public disclosures and the specific terms of the Penny Warrants.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1# |
|
Option Agreement for Repurchase of Warrants, dated July 22, 2025, between Scilex Holding Company and Oramed Pharmaceuticals Inc. |
| 104 |
|
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
| # | Certain portions of this document constitute confidential information and have been redacted
in accordance with Regulation S-K, Item 601(b)(10). |
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 |
July 23, 2025
