Spin-off - ORAMED PHARMACEUTICALS INC.

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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.

Document Link: View Document

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.

Document Link: View Document

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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