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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
March 25, 2026
ORAMED PHARMACEUTICALS INC.
(Exact name of registrant as specified in its charter)
| delaware |
|
001-35813 |
|
98-0376008 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1185 Avenue of the Americas, Third Floor,
New York, New York |
|
10036 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
844-967-2633
(Registrant’s telephone number, including
area code)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading symbol |
|
Name of each exchange on which registered |
| Common Stock, par value $0.012 |
|
ORMP |
|
The Nasdaq Capital Market,
Tel Aviv Stock Exchange |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry Into a Material Definitive Agreement.
Closing of Share Purchase Agreement
As previously reported in a Current Report on
Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 14, 2026 (the “Prior 8-K”),
on January 12, 2026, Oramed Pharmaceuticals Inc. (the “Company”) entered into that certain Share Purchase Agreement (“Share
Purchase Agreement”), by and among the Company, Lifeward Ltd. (“Lifeward”) and Oratech Pharma, Inc., the Company’s
wholly-owned subsidiary (“Oratech”). Pursuant to the Share Purchase Agreement, Lifeward agreed to acquire all of the outstanding
equity interests in Oratech from the Company in consideration for (A) Lifeward issuing to the Company a number of ordinary shares, no
par value per share, of Lifeward (“Lifeward Ordinary Shares”), and pre-funded warrants (the “Pre-Funded Warrants”)
to purchase the number of Lifeward Ordinary Shares equal to up to 49.99% of Lifeward’s fully diluted equity capitalization, (B)
Lifeward issuing to the Company warrants (the “Share Purchase Warrants”) to purchase Lifeward Ordinary Shares, and (C) certain
ongoing revenue-based payments (the “Revenue Sharing Payments”) equal to 4% of the Net Revenue (as defined in the Share Purchase
Agreement) of Lifeward’s ReWalk Personal Exoskeleton products and related extended warranties until the earliest to occur of (i)
the date that is 10 years after the Closing, (ii) the date on which the Company has received the Maximum Amount (as defined in the Share
Purchase Agreement) of the Revenue Sharing Payments, or (iii) the first date on which Lifeward’s market capitalization equals or
exceeds $200 million (collectively, the “Share Purchase Transaction”).
On March 25, 2026, Lifeward completed its acquisition
of Oratech in accordance with the terms of the Share Purchase Agreement. At the closing of the Share Purchase Transaction, Lifeward issued
to the Company an aggregate of (i) 1,250,363 Lifeward Ordinary Shares, (ii) 1,006,113 Pre-Funded Warrants at an exercise price equal to
$0.0001 per share, and (iii) Share Purchase Warrants to purchase up to 1,296,296 Lifeward Ordinary Shares at an initial exercise price
equal to $5.40 per share (subject to certain adjustments as set forth in the Share Purchase Warrants).
Closing of Notes Securities Purchase Agreement
As previously reported in the Prior 8-K, on January
12, 2026, the Company entered into a Securities Purchase Agreement (the “Notes Purchase Agreement”) with Lifeward and the
other investors signatory thereto (the “Investors”), pursuant to which, the Company agreed to purchase from Lifeward in a
private placement (the “Notes Private Placement”), senior secured convertible notes in an aggregate principal amount of $9,000,000
(the “Notes”) convertible into Lifeward Ordinary Shares (the “Note Shares”) and accompanying warrants (the “Purchase
Agreement Warrants”) to purchase Lifeward Ordinary Shares.
The closing (the “Notes Closing”)
of the Notes Private Placement took place on March 25, 2026. At the Notes Closing, Lifeward issued to the Company (i) $9,000,000.00 aggregate
principal amount of the Notes with an initial conversion price equal to $5.40 per share (subject to certain adjustments as set forth in
the Notes), and (ii) Purchase Agreement Warrants to purchase up to 1,666,666 Lifeward Ordinary Shares at an initial exercise price equal
to $5.40 per share (subject to certain adjustments as set forth in the Purchase Agreement Warrants).
The foregoing descriptions of the Share Purchase
Agreement, Notes Purchase Agreement, Pre-Funded Warrants, Share Purchase Warrants, Notes and Purchase Agreement Warrants are not complete
and are qualified in their entirety by reference to the full text of such documents, the forms and copies, as applicable, of which are
filed as Exhibits 10.1, 10.2, 4.1, 4.2, 4.3 and 4.4 respectively, to the Prior 8-K and are incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
ORAMED PHARMACEUTICALS INC. |
| |
|
|
| |
By: |
/s/ Nadav Kidron |
| |
Name: |
Nadav Kidron |
| |
Title: |
President and CEO |
March 31, 2026
2
