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As previously disclosed, on September 21, 2023, Oramed Pharmaceuticals Inc. (the "Company") entered into and consummated the transactions contemplated by a Securities Purchase Agreement (as amended by that certain Amendment No.1 thereto, the "2023 SPA") with Scilex Holding Company ("Scilex") and Acquiom Agency Services LLC (the "Agent"). Pursuant to the 2023 SPA, Scilex issued to the Company (i) a Senior Secured Promissory Note due 18 months from the date of issuance in the principal amount of $101,875,000 (the "Tranche A Note"), and (ii) warrants to purchase up to an aggregate of 13,000,000 shares of Scilex' common stock, par value $0.0001 per share ("Scilex Common Stock") at an exercise price of $0.01 per share (the "Penny Warrants"). The Company subsequently exercised Penny Warrants to purchase an aggregate of 6,500,000 shares of Scilex Common Stock, and currently holds Penny Warrants to purchase an aggregate of 6,500,000 additional shares of Scilex Common Stock (the "Subject Warrants"). On April 15, 2025, Scilex completed a reverse stock split of its common stock at a ratio of 1-for-35 (the "Scilex Reverse Stock Split"). The terms of the Penny Warrants provide that the exercise price and amounts of Scilex Common Stock issuable pursuant to such warrants will not adjust as a result of a reverse stock split. Accordingly, following the Scilex Reverse Stock Split, the exercise price of the Penny Warrants continues to be $0.01 per share and the Company continues to hold Penny Warrants exercisable for 6,500,000 shares of Scilex Common Stock.
On July 22, 2025, the Company entered into an Option Agreement for the Repurchase of Warrants with Scilex (the "Option Agreement") pursuant to which, among other things, the Company granted Scilex an option (the "Option") to repurchase the Subject Warrants in two tranches (the "Warrant Repurchase") for an aggregate purchase price of $27,000,000 (the "Warrant Repurchase Amount"), subject to the terms and conditions set forth therein. In consideration of the Option, Scilex agreed to pay $1,500,000 (the "Option Payment Amount") to the Company in two equal installments occurring on or before August 8, 2025 and December 16, 2025, respectively. Provided that Scilex has made the applicable option payment on or before such dates, it shall be entitled to purchase the Subject Warrants as follows: (i) on or before September 30, 2025, it may repurchase 3,130,000 Subject Warrants for an aggregate purchase price of $13,000,000, and (ii) on or before December 31, 2025, it may repurchase 3,370,000 Subject Warrants for an aggregate purchase price of $14,000,000. Additionally, if Scilex effects the Warrant Repurchase and has paid the Option Payment Amount and Warrant Repurchase Amount in full, in accordance with the terms of the Option Agreement, then the maturity date of the Tranche A Note shall be extended to March 31, 2026 and any make-whole payment due thereunder upon prepayment shall be waived.
