ORAMED PHARMACEUTICALS INC. 8-K

What Happened

• Oramed Pharmaceuticals (ORMP) filed an 8-K reporting two material actions. First, on June 28, 2026 the Board approved the Fifth Amended and Restated Bylaws, effective June 25, 2026, which modify procedures for stockholder action by written consent (including record date rules and a 60‑day delivery requirement for consents) and remove a prior provision requiring detailed disclosure from stockholders requesting a record date.
• Second, on June 25, 2026 Oramed and Scilex Holding Company agreed to an Extension Agreement delaying Scilex’s payment obligations under two secured notes. As of June 30, 2026 the outstanding Note Obligations are approximately $29.5 million under the Tranche A Note and $6.7 million under the Tranche B Note (total ≈ $36.2M). Oramed received $0.5M on June 25, 2026 and Scilex agreed to pay $5M by July 31, 2026 and the remaining balance by September 30, 2026.

Key Details

• Bylaws: Fifth Amended and Restated Bylaws effective June 25, 2026; changes affect record-date setting for written consents, remove Article III, Section 11(b), and require consents delivered within 60 days of first consent.
• Notes outstanding (approx. as of 6/30/2026): Tranche A ≈ $29.5M; Tranche B ≈ $6.7M (includes amortization payments due Apr 1 & Jul 1, 2026).
• Extension payment schedule: $0.5M received (6/25/2026); $5M due on or before 7/31/2026; remaining balance due on or before 9/30/2026.
• Default provisions: If Scilex fails to pay by 9/30/2026, the first $1.5M received will be treated retroactively as an extension fee (not credited to the Obligations), and remaining Obligations may be satisfied by issuance of Scilex (or affiliate) common stock under an effective registration statement.

Why It Matters

• The bylaws changes alter how stockholders can act by written consent and when consents become effective, which affects shareholder rights and corporate governance procedures.
• The Extension Agreement provides Oramed near‑term cash (including the $0.5M already received) and a schedule to collect roughly $36.2M owed by Scilex, reducing immediate default risk tied to the prior June 15, 2026 maturity. However, if Scilex misses the September 30, 2026 Due Date, Oramed may end up with a non‑cash settlement (Scilex shares) and retain an earned extension fee—outcomes that could affect recovery value and timing for creditors and investors.