Oramed Pharmaceuticals, Inc.

NEW YORK, Oct. 7, 2024 /PRNewswire/ -- Oramed Pharmaceuticals Inc. (Nasdaq: ORMP) (TASE: ORMP) ("Oramed"), a clinical-stage pharmaceutical company focused on the development of oral drug delivery platforms, today announced the execution of definitive agreements for the restructuring of a portion of its existing Senior Secured Promissory Note from Scilex Holding Company (Nasdaq: SCLX) ("Scilex"), a company focused on non-opioid pain management products. Key Highlights: Oramed, affiliates of Murchinson and 3i LP, entered into definitive agreements with Scilex for the purchase and sale of new tranche B senior secured convertible notes ("Notes") in the aggregate principal amount of $50 million (the "New Financing") and warrants to purchase up to 7,500,000 shares of the Company's common stock in the aggregate in a registered direct offering. Oramed has agreed to restructure $22.5 million of the outstanding principal balance under Scilex's existing Senior Secured Promissory Note, originally due to Oramed between September 2024 and March 2025. In exchange, Oramed will receive: A Note having an aggregate principal amount of $25 million at issuance, with an original issue discount of 10.0%, that bears interest at a rate of 5.5% per annum, is convertible into shares of Scilex common stock at the option of holder at a conversion price equal to $1.09 (subject to certain adjustments) and matures on the two -year anniversary of issuance; Warrants to purchase up to 3.75 million shares of Scilex common stock with an exercise price of $1.09 (subject to certain adjustments) that are immediately exercisable and expire five years from issuance; and the application by Silex at closing of $12.5 million of the proceeds from the New Financing from the non-Oramed purchasers towards the repayment of such amount of outstanding principal under the Oramed Senior Secured Promissory Note. In order to facilitate the ongoing negotiation of the New Financing, Oramed agreed to further extend certain payments due from Scilex under the Senior Secured Promissory Note on September 23, 2024 to October 7, 2024. The closing of the New Financing is expected to occur on or about October 7, 2024, subject to satisfaction of certain closing conditions. After giving effect to these transactions, an aggregate of $54.2 million of the original principal amount under the Senior Secured Promissory Note has been repaid or refinanced. Separately, Oramed and certain other institutional investors anticipate acquiring the right to receive an 8% royalty on the net sales of certain of Scilex's products, including ZTlido (lidocaine topical system). Oramed is entitled to receive 50% of such proceeds from the net sales of the products. Oramed's purchase consideration in such transaction is intended to be satisfied through a reduction of $2.5 million of the outstanding principal balance on the Senior Secured Promissory Note. The closing of the royalty transaction is anticipated to occur contemporaneous with the closing of the New Financing. "We believe that this restructuring significantly enhances the potential value of our investment in Scilex," said Nadav Kidron, CEO of Oramed Pharmaceuticals. "While slightly extending the payment schedule of a portion of our investment, it offers us substantial potential upside, including through warrants and conversion options. We are also excited to have a stake in the growth and prospects of ZTlido. This aligns perfectly with our strategy of maximizing value for our shareholders while supporting innovative healthcare solutions." About Oramed Pharmaceuticals Oramed Pharmaceuticals (Nasdaq/TASE: ORMP) is a platform technology pioneer in the field of oral delivery solutions for drugs currently delivered via injection. The Company's novel Protein Oral Delivery (POD™) technology is designed to protect drug integrity and increase absorption. Oramed has offices in the United States and Israel. For more information, please visit . Forward-looking statements: This press release contains forward-looking statements, which may generally be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," "target," or "continue" and variations or similar expressions and include statements about the completion of the New Financing and royalty transaction, the satisfaction of customary closing conditions related to the New Financing, the benefits and value of the New Financing, the royalty transaction and related transactions with Scilex, the value of Scilex's securities, its growth trajectory, commercial portfolio and infrastructure and clinical stage pipeline. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in the Company's most recent annual or quarterly report and detailed from time to time in the Company's other filings with the Securities and Exchange Commission, which factors are incorporated herein by reference and the following factors: risks that the New Financing and royalty transaction do not close; the risk that Scilex may be unable to service the debt provided by the Note and the existing Senior Secured Promissory Note and the impact of the New Financing's obligations on Scilex's liquidity; risks associated with the Company's ability to recover the proceeds and/or collateral under the Note, the existing Senior Secured Promissory Note and related agreements; the possibility that the anticipated benefits of the transactions with Scilex are not realized when expected or at all, including as a result of the impact of, or problems arising from, the ability of Scilex to repay the indebtedness and the ability of the Company to realize the value of the warrants and Notes; risks associated with the fluctuating market price and liquidity of the Scilex common stock underlying the warrants and Notes; and risks associated with the unpredictability of trading markets, all of which could cause the actual results or performance of Oramed to differ materially from those contemplated in such forward-looking statements. These forward-looking statements speak only as of the date hereof. Oramed undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date hereof or to reflect actual outcomes, unless required by law. Company Contact: +1-844-9-ORAMED [email protected] Logo: SOURCE Oramed Pharmaceuticals Inc. WANT YOUR COMPANY'S NEWS FEATURED ON PRNEWSWIRE.COM? 440k+ Newsrooms & Influencers 9k+ Digital Media Outlets 270k+ Journalists Opted In GET STARTED

Stock Repurchase Program Scilex Senior Secured Note Phase 3 Oral Insulin Trial in US JV with Chinese Partner, HTIT NEW YORK, June 26, 2024 /PRNewswire/ -- Oramed Pharmaceuticals Inc. (Nasdaq: ORMP) (TASE: ORMP) ("Oramed") ( ), a clinical-stage pharmaceutical company focused on the development of oral drug delivery platforms, today issued a Letter to Shareholders from its Chief Executive Officer, Nadav Kidron. Dear Shareholders, In light of our recent announcement regarding Oramed's $20 million stock repurchase program, we believe this is an opportune moment to provide our shareholders with a comprehensive update on our activities and progress. As this development demonstrates our confidence in Oramed's value and potential, we felt it was important to contextualize this decision within the broader landscape of our ongoing initiatives and future plans. This letter serves to offer you insights into our current position, strategic direction, and the exciting opportunities that lie ahead for Oramed. We remain committed to transparent communication and are pleased to share this overview with you. Scilex Senior Secured Note The repayment schedule from Scilex Holding Company for its Senior Secured Note commenced on December 21, 2023, with fixed installments due quarterly. As of today, Oramed has received $40 million out of the total $102 million principal (excluding interest and exit fees). This represents a significant portion of the expected returns from this strategic investment. The next milestone in this repayment plan is a $20 million installment, scheduled for September of this year. Phase 3 Oral Insulin Program Oramed has proactively engaged in constructive dialogue with the U.S. Food and Drug Administration regarding a new Phase 3 protocol. This refined approach is strategically focused on specific patient subgroups identified as significant responders through comprehensive analysis of both Phase 2 and Phase 3 data. By leveraging these insights, we aim to optimize the potential for success in our potential upcoming trial. This adaptive strategy underscores our commitment to advancing oral insulin therapy and potentially addressing a critical unmet need in diabetes management. Oramed-HTIT Joint Venture Update Oramed and its long-term partner, Hefei Tianhui Biotech Co., Ltd. (HTIT), are finalizing the formation of a joint venture (JV) centered around Oramed's cutting-edge oral drug delivery technology. The U.S.-based JV will focus on developing, marketing, and commercializing innovative products from Oramed's oral insulin and POD™ (Protein Oral Delivery) pipeline, leveraging HTIT's advanced manufacturing capabilities. The JV will receive a significant capital infusion, with HTIT committing $70 million in cash and Oramed investing $25 million in cash and stock. These funds are strategically allocated to support the successful completion of the Phase 3 trial in the U.S., along with other crucial clinical and business activities. Furthermore, we are exploring strategies with HTIT to capitalize on their production capabilities and the expected launch of oral insulin sales. While synergies exist, the proposed transactions are complex, and there is no certainty that we will be able to close on any or all of them. We will keep you informed as progress is made. In summary, Oramed maintains a strong cash position, bolstered by solid progress on the Scilex note transaction. We are making strides towards initiating a new Phase 3 trial for our oral insulin program while actively pursuing the joint venture opportunity with HTIT. These strategic initiatives position us to drive significant shareholder value. Thank you for your continued support as we work diligently to achieve major milestones. We look forward to providing updates on our progress. Sincerely, Nadav Kidron Chief Executive Officer About Oramed Pharmaceuticals Oramed Pharmaceuticals (Nasdaq/TASE: ORMP) is a platform technology pioneer in the field of oral delivery solutions for drugs currently delivered via injection. The Company's novel Protein Oral Delivery (POD™) technology is designed to protect drug integrity and increase absorption. Oramed has offices in the United States and Israel. For more information, please visit . Forward-looking statements: This press release contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995 and other Federal securities laws. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates" and similar expressions or variations of such words are intended to identify forward-looking statements. For example, we are using forward-looking statements when we discuss Oramed's opportunities and ability to increase shareholder value, our potential repurchase of our shares, the benefits of the Scilex note and related transactions, the value of Scilex, its growth trajectory, commercial portfolio and infrastructure and clinical stage pipeline, the anticipated regulatory approval of HTIT's clinical trial data and the timing of such approval, the expected timing and achievement of milestones, the potential development, benefits, safety, efficacy and timing of our oral insulin program, our intention to begin a Phase 3 oral insulin trial in the U.S. and the timing of such trial, the potential benefits, capabilities and overall success of our JV with HTIT, the closing of the transactions contemplated by the JV including receipt of expected capital contributions, the completion of clinical trials related to the JV and the expected launch of oral insulin sales in China, and the ability of our balance sheet to allow us to continue to the development of our oral insulin program and take advantage of strategic opportunities. In addition, historic results of scientific research and clinical trials do not guarantee that the conclusions of future research or trials will suggest identical or even similar conclusions. These forward-looking statements are based on the current expectations of the management of Oramed only, and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements, including the risks and uncertainties related to the progress, timing, cost, and results of clinical trials and product development programs; difficulties or delays in obtaining regulatory approval or patent protection for our product candidates; competition from other pharmaceutical or biotechnology companies; and our ability to obtain additional funding required to conduct our research, development and commercialization activities. In addition, the following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in technology and market requirements; delays or obstacles in launching our clinical trials; changes in legislation; inability to close the transactions contemplated by our JV with HTIT in a timely manner or at all; inability of Scilex to repay the Note or our inability to realize the value of the Scilex warrants issued or transferred to us; inability to timely develop and introduce new technologies, products and applications; lack of validation of our technology as we progress further and lack of acceptance of our methods by the scientific community; inability to retain or attract key employees whose knowledge is essential to the development of our products; unforeseen scientific difficulties that may develop with our process; greater cost of final product than anticipated; loss of market share and pressure on pricing resulting from competition; laboratory results that do not translate to equally good results in real settings; our patents may not be sufficient; and finally that products may harm recipients, all of which could cause the actual results or performance of Oramed to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, Oramed undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risks and uncertainties affecting Oramed, reference is made to Oramed's reports filed from time to time with the Securities and Exchange Commission. Company Contact: +1-844-9-ORAMED ir@oramed.com Logo - View original content: SOURCE Oramed Pharmaceuticals Inc. Company Codes: NASDAQ-SMALL:ORMP, Berlin:OJU1, TelAviv:ORMP, Dusseldorf:OJU1, Frankfurt:OJU1, Munich:OJU1, Stuttgart:OJU1

PALO ALTO, Calif., June 11, 2024 (GLOBE NEWSWIRE) -- Scilex Holding Company (Nasdaq: SCLX, “Scilex” or the “Company”), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain, today announced that it has entered into a commitment letter (the “Commitment Letter”) with Perigrove LLC and Graf Holdings (collectively the “Lender”) for a $100 million 5-year term financing with royalty-based payments (“Commitment”). The Company intends to use the funds to repay the outstanding amount of its existing senior secured loan provided by Oramed Pharmaceuticals Inc., which is approximately $85 million. The Company intends to use the rest of the funds raised, which is estimated to be $15 million, for general corporate purposes. In connection with the transaction, upon receipt of the Commitment funds, the Company will issue to the Lender a warrant to purchase up to an aggregate of 32,500,000 shares of the Company’s common stock, with an exercise price of $1.20. In the event the Commitment is not funded in accordance with the Commitment Letter, the Deposit will automatically convert to an unsecured loan and the Company will issue an unsecured promissory note (the “Note”) to the Lender to evidence such unsecured loan. The Note will have a maturity of 5 years, will be prepayable without premium or penalty, and will bear interest, payable quarterly in arrears, in an amount equal to the Applicable Interest Amount (as defined in the Commitment Letter) for such period, which interest amount is based on the greater of a percentage of net sales on the Company’s products or 12% per year (in each case as described in the Commitment Letter). “This financing commitment in conjunction with certain anticipated strategic transactions with Perigrove’s portfolio companies enhances Scilex’s already strong commercial position. We believe that our growing commercial products and potential pipeline will help drive revenues to be over $1 billion in the next 4-5 years. We expect that this transaction will eliminate the existing Oramed senior secured debt and improve our cash position where we can utilize the available resources to reinvest in our commercial products. We are grateful for Perigrove’s commitment to provide us with the $100 million loan, which gives us more flexibility in our capital position and reduces our dependence on future capital raising activities,” said Jaisim Shah, President and Chief Executive Officer of Scilex. “The Scilex team is driving extraordinary success with ZTlido®”, said a representative of Graf Holdings “we are excited to support the Company and management team as they continue growing their commercial products to profitability and bringing more innovative non-opioid pain management medicines to patients,” said David Gefner, Chief Executive Officer of Perigrove. For more information on Scilex Holding Company, refer to www.scilexholding.com For more information on ZTlido® including Full Prescribing Information, refer to www.ztlido.com. For more information on ELYXYB®, including Full Prescribing Information, refer to www.elyxyb.com. For more information on Gloperba®, including Full Prescribing Information, refer to www.gloperba.com. https://www.facebook.com/scilex.pharm https://www.linkedin.com/company/scilex-holding-company/ info@scilexholding.com About Perigrove Based in New York City, Perigrove is a family office with a strong focus on healthcare investing. Established in 2017, Perigrove takes a collaborative approach to its portfolio companies, generating actionable, high-impact growth initiatives that drive long-term value. With extensive experience in healthcare investment and c-suite management, Perigrove targets innovative companies that align with their industry knowledge and operational expertise. By applying our deep industry expertise to a people-first approach, our solutions are tailored to support our healthcare clients’ unique needs across market cycles. Our portfolio spans healthcare IT, outsourced healthcare services, specialty pharmacy, and care management. About Scilex Holding Company Scilex Holding Company is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and are dedicated to advancing and improving patient outcomes. Scilex’s commercial products include: (i) ZTlido® (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration (the “FDA”) for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB®, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba®, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults, expected to launch in the first half of 2024. In addition, Scilex has three product candidates: (i) SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SEMDEXATM” or “SP-102”), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, for which Scilex has completed a Phase 3 study and has granted Fast Track status from the FDA in 2017; (ii) SP-103 (lidocaine topical system) 5.4%, (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of chronic neck pain and for which Scilex has recently completed a Phase 2 trial in low back pain. SP-103 has granted Fast Track status from the FDA in low back pain; and (iii) SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-release capsules) (“SP-104”), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia, for which Phase 1 trials were completed in the second quarter of 2022. Scilex Holding Company is headquartered in Palo Alto, California. Forward-Looking Statements This press release and any statements made for and during any presentation or meeting concerning the matters discussed in this press release contain forward-looking statements related to Scilex and its subsidiaries under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Forward-looking statements include statements regarding the funding of the remaining commitment amount, the issuance of the unsecured promissory note, the issuance of a senior secured promissory note, the repayment of the Oramed senior secured debt, the intended use of the funds raised from this financing commitment, the expected launch of Gloperba®. Risks and uncertainties that could cause Scilex’s actual results to differ materially and adversely from those expressed in our forward-looking statements, include, but are not limited to: risks associated with the unpredictability of trading markets and whether a market will be established for Scilex’s common stock; general economic, political and business conditions; risks related to COVID-19 (and other similar disruptions); the risk that the potential product candidates that Scilex develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; risks relating to uncertainty regarding the regulatory pathway for Scilex’s product candidates; the risk that Scilex will be unable to successfully market or gain market acceptance of its product candidates; the risk that Scilex’s product candidates may not be beneficial to patients or successfully commercialized; the risk that Scilex has overestimated the size of the target patient population, their willingness to try new therapies and the willingness of physicians to prescribe these therapies; risks that the outcome of the trials and studies for SP-102, SP-103 or SP-104 may not be successful or reflect positive outcomes; risks that the prior results of the clinical and investigator-initiated trials of SP-102 (SEMDEXA™), SP-103 or SP-104 may not be replicated; regulatory and intellectual property risks; and other risks and uncertainties indicated from time to time and other risks described in Scilex’s most recent periodic reports filed with the Securities and Exchange Commission, including Scilex’s Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q that the Company has filed or may file, including the risk factors set forth in those filings. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and Scilex undertakes no obligation to update any forward-looking statement in this press release except as may be required by law. Contacts: Investors and MediaScilex Holding Company 960 San Antonio RoadPalo Alto, CA 94303Office: (650) 516-4310 Email: investorrelations@scilexholding.com Website: www.scilexholding.com SEMDEXA™ (SP-102) is a trademark owned by Semnur Pharmaceuticals, Inc., a wholly-owned subsidiary of Scilex Holding Company. A proprietary name review by the FDA is planned. ZTlido® is a registered trademark owned by Scilex Pharmaceuticals Inc., a wholly-owned subsidiary of Scilex Holding Company. Gloperba® is the subject of an exclusive, transferable license to use the registered trademark by Scilex Holding Company. ELYXYB® is a registered trademark owned by Scilex Holding Company. All other trademarks are the property of their respective owners. © 2024 Scilex Holding Company All Rights Reserved.