Business Context and Reporting Period
Company: Oramed Pharmaceuticals Inc.
Filing Type: Form 8-K (Current Report)
Report Date: March 25, 2026
Event: Closing of a Share Purchase Agreement and a Notes Securities Purchase Agreement with Lifeward Ltd. regarding the Company's wholly-owned subsidiary, Oratech Pharma, Inc.
Key Financial Metrics and Transaction Details
This filing details a strategic divestiture and capital transaction rather than standard operating financial results. Key transaction metrics include:
- Asset Disposition: Sale of 100% of outstanding equity interests in Oratech Pharma, Inc. to Lifeward Ltd.
- Equity Consideration Received:
- 1,250,363 Lifeward Ordinary Shares.
- 1,006,113 Pre-Funded Warrants (exercise price: $0.0001).
- Share Purchase Warrants to purchase up to 1,296,296 Lifeward Ordinary Shares (initial exercise price: $5.40).
- Debt Instrument Acquired:
- Purchase of $9,000,000 aggregate principal amount of senior secured convertible notes from Lifeward.
- Notes are convertible into Lifeward Ordinary Shares at an initial price of $5.40.
- Accompanied by warrants to purchase up to 1,666,666 Lifeward Ordinary Shares (initial exercise price: $5.40).
- Revenue Sharing: Oramed is entitled to 4% of Net Revenue from Lifeward's ReWalk Personal Exoskeleton products and related warranties.
Material Changes and Transaction Terms
The filing represents a material change in the Company's asset base and capital structure, transitioning from ownership of Oratech to a mix of equity and debt instruments in Lifeward Ltd.
- Revenue Sharing Cap and Duration: Payments continue until the earliest of: (i) 10 years post-closing, (ii) receipt of the defined "Maximum Amount," or (iii) Lifeward's market capitalization reaching or exceeding $200 million.
- Agreement History: The underlying agreements were entered into on January 12, 2026, and previously disclosed in an 8-K filed on January 14, 2026. This filing confirms the closing occurred on March 25, 2026.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance, management commentary on future operating performance, or a discussion of general business risks. The primary focus is the execution of the previously announced transaction.
- Contingencies: The value of the Share Purchase Warrants, Notes, and Purchase Agreement Warrants is subject to certain adjustments as defined in the respective agreements.
- Reference to Exhibits: Full terms regarding adjustments and definitions are contained in Exhibits 10.1, 10.2, 4.1, 4.2, 4.3, and 4.4 filed with the prior 8-K.
Investor Verification Checklist
- Verify the "Maximum Amount" cap for the 4% revenue sharing payments in the Share Purchase Agreement.
- Review the specific adjustment mechanisms for the $5.40 exercise/conversion prices in the warrants and notes.
- Confirm the current market capitalization of Lifeward Ltd. to assess the likelihood of the revenue sharing termination trigger ($200 million).
- Examine the full text of the Senior Secured Convertible Notes to understand repayment terms and security interests.
- Check the prior 8-K (January 14, 2026) for the complete legal text of the agreements referenced herein.