Business Context and Reporting Period
This Form 8-K Current Report was filed by Oramed Pharmaceuticals Inc. on June 25, 2026. The filing discloses corporate governance updates and a material financial agreement regarding outstanding receivables from Scilex Holding Company.
Key Financial Metrics and Events
- Receivables Extension: The Company extended payment obligations owed by Scilex Holding Company totaling approximately $36.2 million ($29.5 million Tranche A Note + $6.7 million Tranche B Note).
- Cash Received: Oramed received $0.5 million in cash on June 25, 2026, as the initial payment under the Extension Agreement.
- Extension Obligation: Scilex agreed to pay an additional $1 million in cash as an extension fee.
- Payment Schedule:
- $5 million due on or before July 31, 2026.
- Remaining balance due on or before September 30, 2026.
- Default Consequences: If Scilex fails to pay in full by September 30, 2026, the first $1.5 million received will be retained as an earned extension fee, and the remaining obligations may be satisfied via delivery of Scilex common stock.
Material Changes and Corporate Actions
Bylaws Amendment: Effective June 25, 2026, the Board approved the Fifth Amended and Restated Bylaws. Key changes include:
- Revised record date procedures for stockholder action by written consent.
- Elimination of requirements for stockholders to provide specific information regarding proposed actions when requesting a record date.
- Revised effectiveness provisions requiring consents to be delivered within 60 days of the first consent delivery.
Outlook, Risks, and Contingencies
Contingency Risk: The full recovery of the $36.2 million in Note Obligations is contingent upon Scilex's ability to meet the September 30, 2026, deadline. Failure to pay in full triggers a restructuring of the debt into equity (Scilex common stock) or retention of partial payments as fees, which may alter the asset value recognized by Oramed.
Management Commentary: The filing does not provide additional management commentary beyond the terms of the Extension Agreement and Bylaws amendment.
Investor Verification Checklist
- Verify the creditworthiness of Scilex Holding Company and its ability to meet the July 31 and September 30, 2026, payment deadlines.
- Confirm the valuation and liquidity of Scilex common stock, which serves as the fallback payment method in the event of default.
- Review the attached Fifth Amended and Restated Bylaws (Exhibit 3.1) to understand the full scope of governance changes regarding stockholder consents.
- Monitor subsequent filings for confirmation of the $5 million payment due in late July 2026.