Press release
Oramed Announces $101,875,000 Short-Term Senior Secured Note Transaction with Scilex Holding Company
18-month loan with interest rate of SOFR plus 8.5% Oramed receives warrants to purchase up to 17 million shares of Scilex common stock The Senior Secured Note
About this update from Oramed Pharmaceuticals Inc.
[{"type":"text","content":"18-month loan with interest rate of SOFR plus 8.5% Oramed receives warrants to purchase up to 17 million shares of Scilex common stock The Senior Secured Note with Scilex replaces Oramed's previously announced Stock Purchase Agreement and DIP Term Loan with Sorrento TherapeuticsNEW YORK, Sept. 21, 2023 /PRNewswire/ -- Oramed Pharmaceuticals Inc. (Nasdaq: ORMP) (TASE:ORMP) today announced that on September 21, 2023, Oramed and Scilex Holding Company (\"Scilex\") entered into a Securities Purchase Agreement pursuant to which Scilex issued a Senior Secured Promissory Note (the \"Note\") to Oramed. The Note is the culmination of Scilex's assumption of Sorrento Therapeutics Inc.'s (\"Sorrento\") approximately $100 million senior secured Debtor In Possession (\"DIP\") term loan facility with Oramed. Oramed previously announced the execution of term sheets relating to the Note on September 13, 2023.\n\n \nThe issuance of the Note is part of a series of mutually beneficial transactions agreed upon by Oramed, Scilex and Sorrento, whereby (i) Sorrento and Oramed mutually terminated a previously announced Stock Purchase Agreement (the \"Sorrento SPA\") between Oramed and Sorrento for the sale of Sorrento's equity interests in Scilex to Oramed, which termination includes a release of claims by each of the parties relating to the Sorrento SPA, (ii) Scilex was declared the winning bidder for the purchase of all of the Scilex common stock, preferred stock and warrants owned by Sorrento for an aggregate purchase price of $110 million (which includes assumption of the DIP term loan facility); and Scilex and Sorrento entered into a definitive purchase agreement with respect to such purchase, and (iii) Scilex assumed all of Sorrento's obligations as borrower under the DIP term loan facility, upon which assumption the DIP term loan facility was amended, restated and replaced with the Note. The U.S. Bankruptcy Court entered a final order approving the transactions following a hearing before the court on September 12, 2023.\nIn tandem with the Note, Scilex has issued to Oramed new warrants to purchase an aggregate of up to 13 million shares of Scilex common stock at an exercise price of $0.01 per share and each with restrictions on exercisability, of which, warrants to purchase up to 8.5 million shares are subject to certain vesting restrictions. In ...