ORAMED PHARMACEUTICALS INC. 8-K

What Happened

• Oramed Pharmaceuticals Inc. announced it entered into a Warrant Agreement with Scilex Holding Company on February 19, 2026.
• Under the agreement Scilex issued Oramed a warrant (the "February 2026 Warrant") to purchase 100,000 shares of Scilex common stock at an initial exercise price of $20.00 per share. The warrant is immediately exercisable and expires on December 13, 2029. The warrant issuance related to Oramed deferring an amortization payment scheduled for October 1, 2025 (that payment was made in November 2025).

Key Details

• Warrant size & price: 100,000 shares; $20.00 initial exercise price; expiration December 13, 2029.
• Ownership cap: Oramed (and related parties) cannot exercise to own more than 4.99% of Scilex outstanding common stock (Oramed may raise this to up to 9.99% with 61 days’ notice).
• Registration and liquidity: Scilex agreed to file a registration statement (Form S-3 or S-1 if S-3 unavailable) to register the resale of shares underlying the warrant as soon as practicable and in any event by the later of certain calendar triggers (including March 31, 2026). If shares are not registered at exercise, the warrant can be exercised on a cashless basis.
• Adjustments and protections: Exercise price adjusts for stock splits/dividends and certain down-round issuances, with a floor price of $8.22 (adjusted for corporate events). The warrant contains customary anti-dilution, fundamental-transaction protection (including assumption requirements), and a change-of-control repurchase right based on Black‑Scholes value.

Why It Matters

• This is a non-cash arrangement that gives Oramed potential upside exposure to Scilex equity (100,000 shares) instead of or in connection with a previously deferred payment.
• The exercise price ($20) and floor ($8.22), plus the registration commitment, affect the potential liquidity and value of the warranted shares for Oramed investors.
• The ownership cap limits Oramed’s possible stake in Scilex, reducing the chance of a large immediate ownership position or related control issues.
• Investors should view this as a financing/settlement-related securities arrangement (Item 1.01 material agreement) that creates potential future equity value rather than an immediate cash inflow.