ORAMED PHARMACEUTICALS INC. ANNOUNCES DISTRIBUTION OF COMMON STOCK PURCHASE RIGHTS AS DIVIDEND
Rights Agreement Adoption: Oramed Pharmaceuticals has adopted a Rights Agreement to protect stockholders in the event of a hostile takeover, allowing them to purchase shares at a set price if certain ownership thresholds are met.
Details of the Rights: Each Right allows stockholders to buy one share of Common Stock at $10.00, becoming exercisable if a person or group acquires 15% or more of the company's stock, with specific terms for redemption and exchange.
Dividend Distribution: A dividend of one Right will be distributed for each outstanding share of Common Stock, payable on November 27, 2025, to stockholders of record as of that date.
Forward-Looking Statements: The press release includes forward-looking statements regarding the Rights Plan and its potential effects, emphasizing that actual results may differ due to various uncertainties.
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- Reverse Split Announcement: Lifeward has announced a 1-for-12 reverse stock split effective February 24, 2026, which will reduce outstanding shares from approximately 18.3 million to around 1.5 million, aimed at boosting the share price to comply with Nasdaq's $1.00 minimum bid requirement.
- Authorized Capital Increase: The board also approved increasing the authorized share capital to 100 million shares, providing greater flexibility for future financing and shareholder equity, despite the stock plummeting nearly 20% to an all-time low following the announcement.
- Historical Context: This marks Lifeward's second reverse split since March 2024, when a 1-for-7 split reduced outstanding shares from about 60.1 million to approximately 8.6 million, indicating ongoing adjustments in the company's capital management strategy.
- Partnership with Oramed: Lifeward has partnered with Oramed Pharmaceuticals to integrate its proprietary protein oral delivery technology, which could provide Lifeward with access to up to $47 million in capital, supporting future growth initiatives.
- Strategic Deal Signed: Oramed Pharmaceuticals and Lifeward have signed binding agreements involving the transfer of Oramed's Protein Oral Drug delivery technology, marking a significant advancement in innovative drug delivery.
- Equity Stake Increase: Oramed will obtain a 49.9% beneficial ownership interest in Lifeward upon satisfaction of certain terms, which is expected to significantly enhance its control and market influence over Lifeward.
- Financing Arrangement: Lifeward will issue $10 million in senior secured convertible notes, with Oramed investing $9 million, alongside an additional milestone-based $10 million note, further solidifying Oramed's financial involvement.
- Positive Market Reaction: In pre-market trading on NasdaqCM, Lifeward shares rose 21.5% to $0.77, reflecting positive market expectations and increased investor confidence regarding the transaction.
- Significant Investment Returns: Oramed Pharmaceuticals received an $18 million payment from Scilex Holdings, bringing total returns on its $99.5 million investment to $118 million, demonstrating the company's success in investment management and profitability.
- Debt Structure Optimization: Oramed retains a $27 million note and a $12 million convertible note, which can be converted into Scilex equity at $36 per share, ensuring potential capital appreciation in the future.
- Shareholder Reward Plan: The company's board approved a cash dividend of $0.25 per share, with an expected total distribution of approximately $10.5 million, aimed at rewarding shareholders and enhancing investor confidence.
- Funding Source Assurance: This dividend will be funded with surplus capital, reflecting Oramed's financial management robustness and confidence in future investments.

Rights Agreement Adoption: Oramed Pharmaceuticals has adopted a Rights Agreement to protect stockholders in the event of a hostile takeover, allowing them to purchase shares at a set price if certain ownership thresholds are met.
Details of the Rights: Each Right allows stockholders to buy one share of Common Stock at $10.00, becoming exercisable if a person or group acquires 15% or more of the company's stock, with specific terms for redemption and exchange.
Dividend Distribution: A dividend of one Right will be distributed for each outstanding share of Common Stock, payable on November 27, 2025, to stockholders of record as of that date.
Forward-Looking Statements: The press release includes forward-looking statements regarding the Rights Plan and its potential effects, emphasizing that actual results may differ due to various uncertainties.
Strong Financial Performance: Oramed Pharmaceuticals reported a net income of $65 million for the nine months ending September 30, 2025, a significant turnaround from a net loss of $6.1 million in the same period last year.
Asset Growth: The company's total assets increased by 42% year-over-year, rising from $155.3 million to $220.5 million, reflecting robust balance sheet growth.
Investment Returns: The financial improvement was largely driven by cash returns from Scilex Holding Company and unrealized gains from investments in Alpha Tau Medical Ltd. and others.
Management Insights: CEO Nadav Kidron emphasized the effectiveness of their disciplined investment strategy, which has enhanced financial flexibility and supports ongoing development of their oral drug delivery platform.

Oral Insulin Program Update: Oramed Pharmaceuticals is advancing its oral insulin program independently, launching a new U.S. trial to validate its formulation based on promising results from identified high-responder subgroups.
Investment Portfolio Performance: The company has strategically invested in various biomedical firms, achieving significant returns, including a $99.5 million loan to Scilex and investments in Alpha Tau and BioXcel, which have shown substantial gains.
Shareholder Commitment: Oramed reaffirms its commitment to rewarding shareholders, including plans for a one-time dividend, despite the termination of a joint venture that would have facilitated this.
Growth Strategy and Financial Health: The company reports a growth in total cash and assets to approximately $210 million, highlighting its ability to create value through strategic capital deployment and a diversified investment approach.





