aibioOramed closes Oratech sale to Lifeward for shares, warrants and revenue share
Tickers ORMP
Oramed Pharmaceuticals closed the sale of its Oratech subsidiary to Lifeward Ltd. on March 25, 2026, for 1,250,363 Lifeward ordinary shares, pre-funded warrants, warrants and a 4% revenue share on ReWalk products. The same day it bought $9,000,000 of Lifeward convertible notes, and Lifeward carries a going-concern warning of its own.
Key facts
- Company
- Oramed Pharmaceuticals Inc. (NASDAQ: ORMP)
- News type
- Mergers
- Primary source
- ORAMED PHARMACEUTICALS INC. Form 8-K filed March 31, 2026 (SEC EDGAR)
Oramed Pharmaceuticals Inc. (Nasdaq: ORMP) completed the sale of its wholly owned subsidiary, Oratech Pharma, Inc., to Lifeward Ltd. on March 25, 2026. The company reported the closing in a Form 8-K filed March 31, 2026 under Items 1.01 and 2.01. The same day, a second transaction closed: Oramed bought $9,000,000 of senior secured convertible notes issued by Lifeward. The 8-K was signed by Nadav Kidron, President and Chief Executive Officer.
What the deal pays
The share purchase agreement was signed on January 12, 2026, and was reported in an earlier 8-K filed January 14, 2026. Under it, Lifeward agreed to acquire all the outstanding equity of Oratech. The 8-K lists no cash payment to Oramed. It lists three other items instead.
First, Lifeward issued Oramed 1,250,363 ordinary shares and pre-funded warrants to buy Lifeward shares, equal to up to 49.99% of Lifeward's fully diluted equity. At the closing, Oramed received 1,006,113 pre-funded warrants at an exercise price of $0.0001 a share. Second, Lifeward issued Oramed warrants to buy up to 1,296,296 Lifeward ordinary shares at an initial exercise price of $5.40 a share, subject to adjustment. Third, Lifeward agreed to pay revenue-based amounts equal to 4% of the net revenue from its ReWalk Personal Exoskeleton products and related extended warranties.
The revenue payments run until the earliest of three events: ten years after the closing, the date Oramed has received the maximum amount of the payments, or the first date on which Lifeward's market capitalization equals or exceeds $200 million. The agreement defines net revenue and the maximum amount, and it was filed as an exhibit to the January 14, 2026 report.
The convertible notes
On January 12, 2026, Oramed agreed to buy the notes in a private placement with Lifeward and other investors. At the notes closing on March 25, 2026, Lifeward issued Oramed $9,000,000 of senior secured convertible notes with an initial conversion price of $5.40 a share, subject to adjustment. Oramed also received purchase agreement warrants to buy up to 1,666,666 Lifeward ordinary shares at an initial exercise price of $5.40 a share.
The 8-K describes the notes and warrants as issued in a private placement, and it refers to the earlier report for the full note documents. Oramed therefore holds two kinds of Lifeward exposure at once: equity and warrants from the sale, and secured notes from the placement.
What the annual report says
Oramed's annual report on Form 10-K, dated March 26, 2026, says that at closing it transferred to Oratech all intellectual property and related assets for its POD technology platform, together with cash to fund the next planned clinical trial. From the closing date of March 25, 2026, research and development on the platform moves to Oratech. The report lists the routes to recovering its Lifeward investment as the notes, the equity consideration, the warrants and the revenue payments.
The report flags a specific risk. Lifeward has disclosed in its own periodic reports that there is substantial doubt about its ability to continue as a going concern. If Lifeward cannot continue, or defaults on the secured promissory note or the notes, Oramed may be unable to recover some or all of its principal. The report also says that the $5.40 exercise price reflects a 12-for-1 reverse share split by Lifeward effective February 24, 2026.
Who is named in the filing
The 8-K names Oramed as seller, Oratech Pharma, Inc. as the subsidiary sold, and Lifeward Ltd. as buyer and issuer of the shares, warrants and notes. Nadav Kidron, President and Chief Executive Officer, signed the filing for Oramed.
What the deal leaves open
The consideration is paper. Its value depends on Lifeward's share price, on the fair value of its warrants and notes, and on sales of ReWalk products that the report does not forecast. The 8-K does not say what those securities are worth, and it does not give a value for the revenue payments.