ORAMED PHARMACEUTICALS INC.

Current report

We may not realize the value of the Option Agreement and Subsequent Penny Warrants that we expect.

Current report

Our ability to realize the full value of the Option Agreement, or to complete the repurchase of the Subsequent Penny Warrants under its terms, is subject to significant uncertainty. There can be no assurance that Scilex will make the required payments or complete the repurchase within the agreed timeline, if at all. If the Option Agreement is terminated or Scilex fails to fulfill its obligations, our ability to monetize or exercise the warrants remains limited due to both regulatory and practical constraints. Specifically, Nasdaq Listing Rule 5635(d) requires shareholder approval for the issuance of securities exceeding 20% of a company’s outstanding shares at below-market prices. As a result, we may be unable to exercise or sell the full amount of the warrants without triggering such restrictions. These limitations may prevent us from realizing the full economic benefit of the Penny Warrants.

Current report

Our various real estate and other investments, including, but not limited to Alpha Tau, a clinical-stage company, involve significant risks and might not provide long-term value appreciation and potential income streams that we expect to receive.

Current report

As of the day of this report, we have various real estate and other investments, including, but not limited to Alpha Tau, a clinical-stage company, which constitute a part of our business strategy. We believe that these investments could provide long-term value appreciation and potential income streams, further strengthening our financial position and maximizing shareholder value.

Current report

However, these investments involve significant risks and might not provide long-term value appreciation and potential income streams that we expect to receive. For example, if Alpha Tau fails to achieve positive clinical results or obtain regulatory approvals, the value of our investment could decline materially, which may adversely affect our financial results. Additionally, conditions in the real estate market might change, which, in turn, might affect the value of our real estate investments.

Previous report

There have been no material changes to our risk factors from the information disclosed in “Part I - Item 1A - Risk Factors” of the 2024 Form 10-K, except as set forth below:

Previous report

Changes in trade policy, including new tariffs and retaliatory measures, by the United States could adversely affect our and/or HTIT’s ability to consummate the joint venture.

Previous report

Changes to economic conditions and policies in the United States could negatively impact our and/or HTIT’s ability to consummate the joint venture on time or at all. Recently, the U.S. trade environment has become increasingly uncertain. In some instances, escalated tariff disputes with major trading partners and related uncertainty around future trade policy are contributing to higher import costs, strained export demand, and delayed investments by businesses. These dynamics can slow economic growth and disrupt financial markets in the U.S. and other countries, as evidenced by market volatility following intensified U.S.-China tariff actions.

Previous report

An unfavorable tariff environment amplifies macroeconomic headwinds - including the risk of a U.S. economic slowdown, market volatility, elevated inflation, and interest rate shifts - which could negatively impact our and/or HTIT’s ability to consummate the joint venture on time or at all. If trade tensions continue or worsen, the resulting economic and market turbulence could materially and adversely affect our revenues, profitability and growth prospects, thereby jeopardizing our and/or HTIT’s ability to fulfill respective obligations under the JV Agreement on time or at all.

Previous report

In June 2024, our board of directors authorized a stock buyback and retirement program pursuant to which we may, from time to time, repurchase up to $20 million in maximum value of its common stock. Share repurchases may be executed through various means, including, without limitation, open market transactions, privately negotiated transactions or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The stock buyback program does not obligate us to purchase any shares and expires in 12 months. The authorization for the stock buyback program may be terminated, increased or decreased by our board of directors in its discretion at any time.

Previous report

We have repurchased and retired 1,036,976 shares of our common stock under this program for approximately $2,494,000, including approximately $10,000 of excise tax, at an average price of $2.36 per share. All purchases were funded with cash on hand.

Previous report

We did not repurchase and retire shares of common stock during the first quarter of 2025.