Spin-off - ORAMED PHARMACEUTICALS INC.
Form Type: 10-Q
Filing Date: 2025-05-15
Corporate Action: Spin-off
Type: Update
Accession Number: 000121390025044193
Filing Summary: Oramed Pharmaceuticals Inc. is in the process of evaluating strategic opportunities and plans for a joint venture (JV) with Hefei Tianhui Biotech Co., Ltd., which includes the proposed spin-off of OraTech, a wholly-owned subsidiary. This spin-off is anticipated to result in the distribution of at least 60% of OraTech’s equity interest to Oramed's shareholders. The JV aims to advance the commercialization of oral insulin, utilizing the combined resources and capabilities of both companies. However, regulatory approval delays due to ongoing U.S.-China trade tensions have caused concerns regarding the JV's close timing, prompting Oramed to pause further clinical trials and explore alternative options. Additionally, recent financial results reflect a net loss for the quarter ended March 31, 2025, significantly impacting stockholder equity, with current assets totaling $147,539 and liabilities amounting to $5,492. The plan to spin-off OraTech is part of Oramed's broader strategy to enhance shareholder value after identifying promising patient subpopulations from previous trials of their insulin product. Due to the complexities surrounding the JV and potential regulatory challenges, Oramed is currently reassessing its strategies in regards to the spin-off and JV execution timelines.
Additional details:
Current Assets Total: 131476
Long Term Assets Total: 16563
Total Assets: 147539
Current Liabilities Total: 5492
Long Term Liabilities Total: 2153
Equity Attributable To Stockholders: 140812
Net Income Loss: (7642)
Basic Income Loss Per Share: (0.19)
Shares Outstanding: 40850455
Form Type: 10-K
Filing Date: 2025-03-27
Corporate Action: Spin-off
Type: Update
Accession Number: 000101376225003450
Filing Summary: Oramed Pharmaceuticals Inc. has announced the spin-off of its joint venture, OraTech Pharmaceuticals, Inc., which focuses on developing and commercializing oral insulin based on the company’s proprietary technology. This spin-off is part of a Joint Venture Agreement with Hefei Tianhui Biotech Co., Ltd. (HTIT), where Oramed will transfer all its intellectual property rights to OraTech and distribute a majority of OraTech shares to its shareholders. The Initial Closing for the investment in OraTech by HTIT is scheduled for April 30, 2025, with a second closing contingent on OraTech’s listing on Nasdaq. The document highlights the development challenges faced by Oramed in clinical trials for oral insulin, the company’s continued strategic evaluations, and its financing initiatives including a senior secured promissory note from Scilex, and royal agreements for net sales on certain products. The report emphasizes the ongoing risk and uncertainties associated with the company's efforts and the conditions of its business operations as they navigate the upcoming phases of their projects and joint ventures.
Additional details:
Shares Outstanding: 40850455
Market Value: 131190607
Tranche A Note Amount: 101875000
Tranche A Note Maturity: 2025-12-31
Investment Htit Initial Closing: 40000000
Investment Oramed Initial Closing: 7500000
Royalty Percentage: 4
Ora Vaccine Joint Venture Percentage: 63
Bioxcel Shares Acquired: 2000000
Bioxcel Warrants Acquired: 2000000
Form Type: 8-K
Filing Date: 2025-02-11
Corporate Action: Spin-off
Type: Update
Accession Number: 000121390025012244
Filing Summary: On February 7, 2025, Oramed Pharmaceuticals Inc. and related parties entered into a Supplemental Agreement that amends a joint venture formed with Hefei Tianhui Biotech Co., Ltd. (HTIT) and sets procedures for the impending spin-off of shares in Oramed NewCo. The Supplemental Agreement outlines the structure and governance of Oramed NewCo, including provisions for board member designations and corporate governance following the Initial Closing, slated for April 30, 2025. A significant element of this arrangement is the in-kind distribution of no less than 60% of Oramed NewCo's common stock to existing shareholders of Oramed Pharmaceuticals as part of the spin-off. Further agreements related to asset transfers, supply and licensing are outlined, along with specific financial commitments and conditions tied to closing dates. The document also notes several potential future actions regarding the registration and public offering of shares, underscoring a comprehensive framework for the joint venture's operational launch and governance.
Additional details:
Business Operations: Corporate governance provisions for Oramed NewCo
Initial Closing Deadline: 2025-04-30
Second Closing Deadline: 2025-09-01
Investment Amount Htit Initial: $40 million
Investment Amount Company And OramedLtd: $7.5 million
Shares To Htit: 6,153,746 shares of Oramed NewCo Common Stock
Shares To Company: 1,153,746 shares of Oramed NewCo Common Stock
Shares Issued Due To Asset Transfer: 6,923,076 shares of Oramed NewCo Common Stock
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