Business Context and Reporting Period
Company: Oramed Pharmaceuticals Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: February 19, 2026
Event Date: February 19, 2026
Context: The Company entered into a Material Definitive Agreement (Warrant Agreement) with Scilex Holding Company ("Scilex").
Key Financial Metrics and Transaction Details
This filing reports a specific transaction rather than periodic financial performance. Key metrics related to the agreement include:
- Warrant Issuance: 100,000 shares of Scilex Common Stock.
- Exercise Price: $20.00 per share (subject to adjustment).
- Price Floor: $8.22 per share for subsequent offering adjustments.
- Expiration Date: December 13, 2029.
- Ownership Limit: Beneficial ownership capped at 4.99% (adjustable to 9.99% with notice).
- Deferred Payment: An amortization payment originally scheduled for October 1, 2025, was deferred and subsequently paid in November 2025.
Note: The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity figures for Oramed Pharmaceuticals Inc.
Material Changes and Transaction Rationale
The primary material change is the restructuring of a payment obligation with Scilex. Oramed deferred its right to receive a scheduled amortization payment from Scilex in exchange for the issuance of the new warrant. The deferred payment was confirmed as made in November 2025. The warrant is immediately exercisable upon issuance.
Outlook, Risks, and Provisions
- Registration Rights: Scilex agreed to file a registration statement (Form S-3 or S-1) for the resale of shares underlying the warrant by March 31, 2026, or within 30 days of the agreement, whichever is later.
- Cashless Exercise: If no effective registration statement exists at the time of exercise, the warrant may be exercised on a cashless basis.
- Fundamental Transactions: Scilex is prohibited from entering into specified fundamental transactions unless the successor entity assumes the warrant obligations.
- Change of Control: In the event of a change of control, Oramed has the right to force Scilex to repurchase the unexercised portion of the warrant for cash equal to its Black Scholes value.
- Risks: The value of the warrant is contingent on the market price of Scilex Common Stock and the availability of a registration statement for resale.
Investor Verification Checklist
- Verify the current market price of Scilex Holding Company common stock relative to the $20.00 exercise price.
- Confirm the status of the registration statement (Form S-3 or S-1) filed by Scilex for the resale of the warrant shares.
- Review the full text of the Warrant Agreement (Exhibit 10.1) and the Form of Warrant (Exhibit 10.2) for specific adjustment formulas and exceptions.
- Monitor Scilex's capital structure for any stock splits, dividends, or recapitalizations that would adjust the exercise price or share count.
- Assess the financial health of Scilex to evaluate the likelihood of the warrant being exercised or repurchased in a change of control scenario.