ORAMED PHARMACEUTICALS INC. 8-K

What Happened
Oramed Pharmaceuticals Inc. announced on January 12, 2026 that it entered into a Share Purchase Agreement to sell all outstanding equity of its subsidiary Oratech Pharma, Inc. to Lifeward Ltd. Consideration includes Lifeward ordinary shares and pre‑funded warrants (together representing up to 49.99% fully diluted, but not more than 45% of outstanding shares at Closing), share purchase warrants tied to Lifeward cash on hand, and ongoing revenue‑sharing payments (4% of Net Revenue) from Lifeward’s ReWalk Personal Exoskeleton products for up to 10 years (or earlier if certain caps or market cap thresholds are met). On the same date, Oramed agreed to purchase senior secured convertible notes from Lifeward in an initial private placement of $9.0 million (with an option to buy an additional $9.0 million subject to conditions). Oramed issued a press release on January 13, 2026 announcing the transactions.

Key Details

• Transaction date: Share Purchase Agreement and Notes Purchase Agreement dated January 12, 2026; press release issued January 13, 2026.
• Consideration: Lifeward shares + pre‑funded warrants (exercise price $0.0001) and share purchase warrants (initial exercise price $0.45); Lifeward equity issuance to Oramed limited to 45% at Closing.
• Revenue share: 4% of Net Revenue from ReWalk products and related extended warranties until earliest of (i) 10 years after Closing, (ii) Oramed receives the contract’s Maximum Amount, or (iii) Lifeward’s market cap ≥ $200 million.
• Notes deal: Oramed to buy $9M of senior secured convertible notes (3‑year maturity, 8% interest, convertible at $0.45/share) with an option for a further $9M; accompanying warrants exercisable at $0.45/share, expiring in 5 years.
• Approvals & filings: Closings are subject to customary conditions and Lifeward shareholder approvals required under Nasdaq when issuance exceeds 19.99%; Lifeward must file registration statements to register resale of shares issuable under the deals (timing and effectiveness windows specified in the agreements).
• Other items: Oramed agreed to a 120‑day lock‑up on Lifeward shares post‑Closing and to provide clinical trial management services to Oratech (reimbursed for out‑of‑pocket expenses).

Why It Matters
For Oramed investors, this is a substantial strategic and financial move: Oramed is divesting its Oratech unit in exchange for a significant equity stake and warrants in Lifeward plus ongoing revenue participation, while also becoming a creditor/investor in Lifeward via convertible notes. The structure could provide upside if Lifeward’s business (including ReWalk sales) grows, but completion depends on Lifeward shareholder approvals and registration steps. Key investor considerations from the filing include potential ownership concentration (up to ~45% at Closing, subject to change), conversion/exercise prices ($0.45), the revenue‑share terms, and the timeline/conditions for the additional $9M of notes.