Business Context and Reporting Period
Company: Oramed Pharmaceuticals Inc. (ORMP)
Filing Type: Form 8-K (Current Report)
Date of Report: January 12, 2026
Event: Entry into a Material Definitive Agreement involving the sale of a wholly-owned subsidiary and a concurrent private placement of debt securities.
Key Financial Metrics and Transaction Terms
This filing details a complex transaction structure rather than standard periodic financial results. Key financial terms include:
- Debt Instrument: Oramed agreed to purchase senior secured convertible notes from Lifeward Ltd. in an aggregate principal amount of $9,000,000 (Initial Notes), with an option to purchase an additional $9,000,000 (Additional Notes) subject to performance conditions.
- Interest Rate: Notes bear interest at 8% per annum, payable semi-annually in cash or added to principal. Default interest rate is 15% per annum.
- Conversion/Exercise Price: Initial conversion price for Notes and exercise price for warrants is $0.45 per share.
- Revenue Sharing: Oramed will receive ongoing payments equal to 4% of Net Revenue from Lifeward's ReWalk Personal Exoskeleton products for up to 10 years or until a maximum cap is reached.
- Equity Consideration: Lifeward will issue shares and pre-funded warrants to Oramed representing up to 49.99% of Lifeward's fully diluted equity (capped at 45.0% at closing).
Material Changes and Transaction Structure
The filing reports the following material changes and agreements entered into on January 12, 2026:
- Subsidiary Sale: Oramed entered a Share Purchase Agreement to sell all equity interests in its wholly-owned subsidiary, Oratech Pharma, Inc., to Lifeward Ltd.
- Private Placement: Concurrently, Oramed entered a Securities Purchase Agreement to acquire the $9 million convertible notes from Lifeward.
- Conditions for Additional Notes: The issuance of the additional $9 million in notes is contingent on either a 150% increase in Lifeward's ReWalk Unit Sales or Lifeward's stock price exceeding $1.15 per share for 10 consecutive trading days.
- Clinical Trial Management: Oramed will manage the clinical study of Oratech's investigational oral insulin capsule product post-closing, with Oratech reimbursing Oramed for out-of-pocket expenses.
- Lock-Up: Oramed agreed to a 120-day lock-up period on Lifeward securities following the closing.
Guidance, Risks, and Contingencies
Contingencies and Closing Conditions:
- Shareholder Approval: Closing of both the Share Purchase Transaction and the Notes Private Placement is subject to Lifeward shareholder approval for the issuance of more than 19.99% of outstanding shares.
- Registration: Lifeward must file resale registration statements with the SEC within 30 to 75 days post-closing.
- Beneficial Ownership Limits: Oramed cannot exercise warrants or convert notes if it would beneficially own more than 45.0% of Lifeward's outstanding shares (increasing to 49.99% under specific conditions).
- Price Adjustments: Conversion and exercise prices are subject to downward adjustment (to 85% of the applicable price) if Lifeward issues shares below $0.52 during a specific price adjustment period.
Risks: The transaction is subject to customary closing conditions. If shareholder approval is not obtained, Lifeward must call meetings every four months until approval is secured. The Additional Notes are contingent on specific sales or stock price milestones.
Investor Verification Checklist
- Verify the status of Lifeward Ltd. shareholder approval required for the transaction closing.
- Confirm the exact number of Lifeward Ordinary Shares and warrants to be issued to Oramed at closing.
- Review the definition of "Net Revenue" in the Share Purchase Agreement to understand the revenue-sharing calculation.
- Monitor Lifeward's ReWalk Unit Sales and stock price to assess the likelihood of the Additional Notes closing.
- Check for the filing of the resale registration statements by Lifeward within the mandated 30-75 day window.