0001213900-23-085310 | 10-Q | XBRL Viewer | Oramed Pharmaceuticals INC

General (Details) - USD ($) $ in Thousands				9 Months Ended
General (Details) - USD ($) $ in Thousands	Sep. 21, 2023	Aug. 09, 2023	Aug. 08, 2023	Sep. 30, 2023
General [Line Items]
Capital stock shares issued (in Shares)				1,890,000
Shares issued and outstanding percentage				63.00%
Purchase price				$ 105,000
Non-refundable closing fee paid		$ 450
Additional cash paid		5,000
Principal amount	$ 101,875		$ 99,550
Accrued and unpaid interest	875
Aggregate face amount			$ 99,550
Senior DIP Loan Agreement [Member]
General [Line Items]
Debtors principal amount		$ 100,000
Loan processing fee	$ 1,000

Investments, at Fair Value	9 Months Ended
Sep. 30, 2023
Investments, at Fair Value [Abstract]
INVESTMENTS, AT FAIR VALUE	NOTE 7 - INVESTMENTS, AT FAIR VALUE: Scilex Transaction On September 21, 2023 (the “Closing Date”), the Company entered into and consummated the transactions (collectively, the “Transaction”) contemplated by the Scilex SPA with Scilex and Acquiom Agency Services LLC. Pursuant to the Scilex SPA, in exchange for the DIP Assumption and for the ability to credit the amounts assumed under the DIP Assumption in exchange for certain equity securities of Scilex owned by Sorrento, Scilex (i) issued to the Company (A) the Note, (B) a warrant to purchase up to an aggregate of 4,500,000 shares of common stock of Scilex, par value $0.0001 per share (“Scilex Common Stock”), with an exercise price of $0.01 per share and containing certain restrictions on exercisability (the “Closing Penny Warrant”), and (C) warrants to purchase up to an aggregate of 8,500,000 shares of Scilex Common Stock (the “Subsequent Penny Warrants” and together with the Closing Penny Warrant, the “Penny Warrants”), each with an exercise price of $0.01 per share and each with certain restrictions on exercisability, and (ii) caused certain outstanding warrants to purchase up to an aggregate of 4,000,000 shares of Scilex Common Stock with an exercise price of $11.50 per share to be transferred to the Company (the “Transferred Warrants” and together with the Penny Warrants, the “Warrants”). In addition, on the Closing Date, Scilex reimbursed $1,910 of the Company’s Transaction expenses pursuant to the Scilex SPA. Pursuant to the terms of the Scilex SPA, Scilex agreed to certain restrictions on additional issuances of equity securities. In connection with the Transaction, the Company and Sorrento mutually agreed to terminate the Sorrento SPA and to release all claims the Company and Sorrento may have against one another, and Scilex completed the acquisition of the Purchased Securities. Note The principal of the Note issued on September 21, 2023 is $101,875, which includes accrued and unpaid interest of $875 under the Senior DIP Loan Agreement and $1,000 of fees added to the principal amount of the Note. The Note matures on March 21, 2025 or upon an uncured event of default, subject to certain mandatory prepayments, and bears interest at a rate per annum equal to Term SOFR (as defined in the Note) plus 8.5% (subject to a Term SOFR floor of 4.0%), to be paid in-kind, by being capitalized and added to the principal amount of the Note on a monthly basis. The Scilex SPA provides for principal payments of (i) $5,000 on December 21, 2023, (ii) $15,000 on March 21, 2024, and (iii) $20,000 on each of June 21, 2024, September 21, 2024, and December 21, 2024, and for the entire remaining principal balance of the Note to be paid on March 21, 2025. If the Note is not repaid in full on or prior to March 21, 2024, an exit fee equal to approximately $3,056 shall be payable upon repayment of the Note in full. The Note constitutes senior secured indebtedness of Scilex and is guaranteed by all existing or future formed, direct and indirect, domestic subsidiaries of Scilex and is secured by a first priority security interest in and liens on all of the assets of Scilex, subject to customary and mutually agreed permitted liens and except for certain specified exemptions. Mandatory prepayments under the Note are required following the earlier of (a) April 1, 2024 and (b) the date upon which certain of Scilex’s outstanding indebtedness are repaid in full. Mandatory prepayments may be triggered by certain future equity and debt issuances by Scilex. Voluntary prepayments may be made at Scilex’s discretion; provided that, if made prior to the one-year anniversary of the Closing Date, Scilex will also be required to pay a 50% interest make-whole on the portion of the Note so prepaid. The Note includes customary events of default, upon which the Note will bear interest at a default rate of Term SOFR plus 15.0%, which shall be payable in-kind, by being capitalized and added to the principal amount of the Note on a monthly basis. If the Note is accelerated upon an event of default, Scilex is required to repay the principal amount of the Note at a mandatory default rate of 125% of such principal amount (together with 100% of accrued and unpaid interest thereon and all other amounts due in respect of the Note). Until the obligations under the Note are repaid in full, the Company has the right to designate one non-voting observer to attend meetings of the board of directors and committees of Scilex and its subsidiaries. Closing Penny Warrant The Closing Penny Warrant will be exercisable upon the earliest of (i) March 14, 2025, (ii) the date on which the Senior Secured Note has been repaid in full and (iii) the Management Sale Trigger Date (as defined therein), if any, and will expire on the date that is the fifth anniversary of the issuance date (i.e., September 21, 2028). For purposes of the Penny Warrants, the Management Sale Trigger Date is generally the first date that either Dr. Henry Ji, Scilex’s Executive Chairperson, or Mr. Jaisim Shah, Scilex’s Chief Executive Officer and President and a member of Scilex’s Board of Directors, engages in certain sales or other similar transfers of shares of Common Stock or other of the Issuer’s or any of its subsidiaries’ securities, subject to certain exceptions in connection with financings or similar transactions. The exercise price of the Closing Penny Warrant is $0.01 per share, subject to adjustment. Subsequent Penny Warrants Scilex issued four Subsequent Penny Warrants to the Company, each for 2,125,000 shares of Scilex Common Stock, one of which shall vest and become exercisable on the date that is the later of (i) each of March 19, 2024, June 17, 2024, September 15, 2024 or December 14, 2024 (the “Subsequent Penny Warrant Vesting Date”) and (ii) the earliest of (A) March 14, 2025, (B) the date on which the Senior Secured Note has been repaid in full and (C) the Management Sale Trigger Date (as defined therein), if any. Each Subsequent Penny Warrant will expire on the date that is the fifth anniversary of the issuance date; provided that, if the Senior Secured Note is repaid in full prior to the Subsequent Penny Warrant Vesting Date applicable to such Subsequent Penny Warrant, such Subsequent Penny Warrant will expire on the date the Senior Secured Note is repaid in full. The Company may exercise the Penny Warrants by means of a “cashless exercise.” The Penny Warrants may not be exercised if the Company, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Scilex Common Stock outstanding immediately after giving effect to such exercise; provided, that the Company may increase or decrease such limitation upon 61 days’ prior notice to Scilex. Transferred Warrants The Transferred Warrants are listed on the Nasdaq Capital Market, have an exercise price of $11.50 per share, are fully exercisable and expire on November 10, 2027. The Company accounted for the Transferred Warrants as derivatives measured at fair value. The Company elected the fair value option for the Note and the Penny Warrants in order to reduce operational complexity of bifurcating embedded derivatives. Changes in value are recorded under financial income, net and include interest income on the Note. The valuation was performed based on several scenarios which some of them took into account a partial or full early repayment of the Note. Each scenario took into consideration the present value of the Note’s cash flows (including the exit fee and the prepayment premium) and the Warrants’ value. The total value of the Transaction (and of each of its components) was valued on a weighted average of the different scenarios. The discount rate of the Note was based on the B- rating Zero curve in addition to a risk premium which takes into account the credit risk of Scilex and ranged between 54.80% to 55.25%. The fair value of the Transferred Warrants was based on their closing price on the Nasdaq Capital Market. The fair value of the Penny Warrants was calculated based on the closing price of the Scilex stock on the Nasdaq Capital Market, taking into account several scenarios which assume a partial or full early repayment of the Note, when applicable. On the Closing Date, the fair value of the Transaction was $101,875. As of September 30, 2023, the fair value of the Transaction was $98,819, split between the Note ($80,404, of which $49,413 is presented under short-term investments at fair value and $30,991 is presented under long-term investments at fair value), the Closing Penny Warrant ($6,300), the Subsequent Penny Warrants ($10,115), both presented under long-term investments at fair value and the Transferred Warrants ($2,000) presented under long-term marketable securities. This resulted in a loss of $3,056, attributed mainly to the change in fair value of the Warrants. The difference between the Note’s fair value and aggregate unpaid principal balance (which includes interest payable on maturity) is $21,826.

Investments, at Fair Value

9 Months Ended

Sep. 30, 2023

Investments, at Fair Value [Abstract]

INVESTMENTS, AT FAIR VALUE

NOTE 7 - INVESTMENTS, AT FAIR VALUE:

Scilex Transaction

On September 21, 2023 (the “Closing Date”), the Company entered into and consummated the transactions (collectively, the “Transaction”) contemplated by the Scilex SPA with Scilex and Acquiom Agency Services LLC. Pursuant to the Scilex SPA, in exchange for the DIP Assumption and for the ability to credit the amounts assumed under the DIP Assumption in exchange for certain equity securities of Scilex owned by Sorrento, Scilex (i) issued to the Company (A) the Note, (B) a warrant to purchase up to an aggregate of 4,500,000 shares of common stock of Scilex, par value $0.0001 per share (“Scilex Common Stock”), with an exercise price of $0.01 per share and containing certain restrictions on exercisability (the “Closing Penny Warrant”), and (C) warrants to purchase up to an aggregate of 8,500,000 shares of Scilex Common Stock (the “Subsequent Penny Warrants” and together with the Closing Penny Warrant, the “Penny Warrants”), each with an exercise price of $0.01 per share and each with certain restrictions on exercisability, and (ii) caused certain outstanding warrants to purchase up to an aggregate of 4,000,000 shares of Scilex Common Stock with an exercise price of $11.50 per share to be transferred to the Company (the “Transferred Warrants” and together with the Penny Warrants, the “Warrants”). In addition, on the Closing Date, Scilex reimbursed $1,910 of the Company’s Transaction expenses pursuant to the Scilex SPA.

Pursuant to the terms of the Scilex SPA, Scilex agreed to certain restrictions on additional issuances of equity securities. In connection with the Transaction, the Company and Sorrento mutually agreed to terminate the Sorrento SPA and to release all claims the Company and Sorrento may have against one another, and Scilex completed the acquisition of the Purchased Securities.

Note

The principal of the Note issued on September 21, 2023 is $101,875, which includes accrued and unpaid interest of $875 under the Senior DIP Loan Agreement and $1,000 of fees added to the principal amount of the Note. The Note matures on March 21, 2025 or upon an uncured event of default, subject to certain mandatory prepayments, and bears interest at a rate per annum equal to Term SOFR (as defined in the Note) plus 8.5% (subject to a Term SOFR floor of 4.0%), to be paid in-kind, by being capitalized and added to the principal amount of the Note on a monthly basis. The Scilex SPA provides for principal payments of (i) $5,000 on December 21, 2023, (ii) $15,000 on March 21, 2024, and (iii) $20,000 on each of June 21, 2024, September 21, 2024, and December 21, 2024, and for the entire remaining principal balance of the Note to be paid on March 21, 2025. If the Note is not repaid in full on or prior to March 21, 2024, an exit fee equal to approximately $3,056 shall be payable upon repayment of the Note in full.

The Note constitutes senior secured indebtedness of Scilex and is guaranteed by all existing or future formed, direct and indirect, domestic subsidiaries of Scilex and is secured by a first priority security interest in and liens on all of the assets of Scilex, subject to customary and mutually agreed permitted liens and except for certain specified exemptions.

Mandatory prepayments under the Note are required following the earlier of (a) April 1, 2024 and (b) the date upon which certain of Scilex’s outstanding indebtedness are repaid in full. Mandatory prepayments may be triggered by certain future equity and debt issuances by Scilex. Voluntary prepayments may be made at Scilex’s discretion; provided that, if made prior to the one-year anniversary of the Closing Date, Scilex will also be required to pay a 50% interest make-whole on the portion of the Note so prepaid.

The Note includes customary events of default, upon which the Note will bear interest at a default rate of Term SOFR plus 15.0%, which shall be payable in-kind, by being capitalized and added to the principal amount of the Note on a monthly basis. If the Note is accelerated upon an event of default, Scilex is required to repay the principal amount of the Note at a mandatory default rate of 125% of such principal amount (together with 100% of accrued and unpaid interest thereon and all other amounts due in respect of the Note).

Until the obligations under the Note are repaid in full, the Company has the right to designate one non-voting observer to attend meetings of the board of directors and committees of Scilex and its subsidiaries.

Closing Penny Warrant

The Closing Penny Warrant will be exercisable upon the earliest of (i) March 14, 2025, (ii) the date on which the Senior Secured Note has been repaid in full and (iii) the Management Sale Trigger Date (as defined therein), if any, and will expire on the date that is the fifth anniversary of the issuance date (i.e., September 21, 2028). For purposes of the Penny Warrants, the Management Sale Trigger Date is generally the first date that either Dr. Henry Ji, Scilex’s Executive Chairperson, or Mr. Jaisim Shah, Scilex’s Chief Executive Officer and President and a member of Scilex’s Board of Directors, engages in certain sales or other similar transfers of shares of Common Stock or other of the Issuer’s or any of its subsidiaries’ securities, subject to certain exceptions in connection with financings or similar transactions. The exercise price of the Closing Penny Warrant is $0.01 per share, subject to adjustment.

Subsequent Penny Warrants

Scilex issued four Subsequent Penny Warrants to the Company, each for 2,125,000 shares of Scilex Common Stock, one of which shall vest and become exercisable on the date that is the later of (i) each of March 19, 2024, June 17, 2024, September 15, 2024 or December 14, 2024 (the “Subsequent Penny Warrant Vesting Date”) and (ii) the earliest of (A) March 14, 2025, (B) the date on which the Senior Secured Note has been repaid in full and (C) the Management Sale Trigger Date (as defined therein), if any. Each Subsequent Penny Warrant will expire on the date that is the fifth anniversary of the issuance date; provided that, if the Senior Secured Note is repaid in full prior to the Subsequent Penny Warrant Vesting Date applicable to such Subsequent Penny Warrant, such Subsequent Penny Warrant will expire on the date the Senior Secured Note is repaid in full. The Company may exercise the Penny Warrants by means of a “cashless exercise.”

The Penny Warrants may not be exercised if the Company, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Scilex Common Stock outstanding immediately after giving effect to such exercise; provided, that the Company may increase or decrease such limitation upon 61 days’ prior notice to Scilex.

Transferred Warrants

The Transferred Warrants are listed on the Nasdaq Capital Market, have an exercise price of $11.50 per share, are fully exercisable and expire on November 10, 2027.

The Company accounted for the Transferred Warrants as derivatives measured at fair value.

The Company elected the fair value option for the Note and the Penny Warrants in order to reduce operational complexity of bifurcating embedded derivatives. Changes in value are recorded under financial income, net and include interest income on the Note.

The valuation was performed based on several scenarios which some of them took into account a partial or full early repayment of the Note. Each scenario took into consideration the present value of the Note’s cash flows (including the exit fee and the prepayment premium) and the Warrants’ value. The total value of the Transaction (and of each of its components) was valued on a weighted average of the different scenarios.

The discount rate of the Note was based on the B- rating Zero curve in addition to a risk premium which takes into account the credit risk of Scilex and ranged between 54.80% to 55.25%.

The fair value of the Transferred Warrants was based on their closing price on the Nasdaq Capital Market.

The fair value of the Penny Warrants was calculated based on the closing price of the Scilex stock on the Nasdaq Capital Market, taking into account several scenarios which assume a partial or full early repayment of the Note, when applicable.

On the Closing Date, the fair value of the Transaction was $101,875. As of September 30, 2023, the fair value of the Transaction was $98,819, split between the Note ($80,404, of which $49,413 is presented under short-term investments at fair value and $30,991 is presented under long-term investments at fair value), the Closing Penny Warrant ($6,300), the Subsequent Penny Warrants ($10,115), both presented under long-term investments at fair value and the Transferred Warrants ($2,000) presented under long-term marketable securities. This resulted in a loss of $3,056, attributed mainly to the change in fair value of the Warrants. The difference between the Note’s fair value and aggregate unpaid principal balance (which includes interest payable on maturity) is $21,826.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Financing

9 Months Ended

Sep. 30, 2023

Financing [Abstract]

FINANCING

NOTE 6 - FINANCING:

On August 8, 2023, the Company borrowed an aggregate of $99,550 pursuant to loan agreements from Israel Discount Bank Ltd. (the “Short-Term Borrowings”). The Short-Term Borrowings mature on dates ranging from August 11, 2023 to May 24, 2024, bear interest ranging from 6.66% to 7.38%, and are secured by certificates of deposits issued by Israel Discount Bank Ltd. having an aggregate face amount of $99,550. The net proceeds of the Short-Term Borrowings were used to fund the Note (for further details, see note 7). The Short-Term Borrowings are paid in one payment of principal and interest at each respective maturity. As of September 30, 2023, $25,000 was repaid under the Short-Term Borrowings.

The aggregate remaining annual principal payments on debt until maturity are as follows:

	Annual Principal Payments
2023	$	25,000
2024		49,550
Total	$	74,550

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
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-URI https://asc.fasb.org//470/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1B
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1C

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1E

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,208)	$ (29,028)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation	143	41
Exchange differences and interest on deposits and held to maturity bonds	(2,042)	(933)
Changes in fair value of investments	(191)	494
Stock-based compensation	2,845	8,961
Shares issued for services	9
Gain on amounts funded in respect of employee rights upon retirement	(2)
Accrued interest on short-term borrowings to maturity	813
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	726	1,034
Accounts payable, accrued expenses and related parties	(1,601)	(330)
Net changes in operating lease	(35)	(105)
Deferred revenues	(1,340)	(21)
Liability for employee rights upon retirement	6	(1)
Other liabilities		32
Total net cash used in operating activities	(8,877)	(19,856)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of short-term deposits	(91,369)	(111,500)
Proceeds from short-term deposits	84,760	128,000
Proceeds from maturity of held to maturity securities	3,375	5,336
Long-term investments	(99,550)	(2,700)
Funds in respect of employee rights upon retirement		3
Purchase of property and equipment	(251)	(188)
Total net cash provided by (used in) investing activities	(103,035)	18,951
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, net of issuance costs	2,428	7,345
Loans received	99,550
Loans paid	(25,000)
Proceeds from exercise of warrants and options		42
Tax withholdings related to stock-based compensation settlements		(783)
Total net cash provided by financing activities	76,978	6,604
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS	(62)	41
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	(34,996)	5,740
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	40,464	27,456
CASH AND CASH EQUIVALENTS AT END OF PERIOD	5,468	33,196
(A) SUPPLEMENTARY DISCLOSURE ON CASH FLOWS -
Interest received	3,393	906
Interest paid	(14)
(B) SUPPLEMENTARY DISCLOSURE ON CASH FLOWS -
Recognition of operating lease right-of-use assets and liabilities		$ 678

Related Party Transactions

9 Months Ended

Sep. 30, 2023

RELATED PARTY TRANSACTIONS

NOTE 10 - RELATED PARTY TRANSACTIONS:

On July 1, 2008, the Company’s wholly-owned subsidiary, Oramed Ltd. (the “Subsidiary”), entered into two consulting agreements with KNRY Ltd. (“KNRY”), an Israeli company owned by the Chief Scientific Officer, whereby the President and Chief Executive Officer and the Chief Scientific Officer, through KNRY, provide services to the Company (the “Consulting Agreements”). The Consulting Agreements are both terminable by either party upon 140 days prior written notice. The Consulting Agreements, as amended, provide that KNRY will be reimbursed for reasonable expenses incurred in connection with the performance of the Consulting Agreements and that the monthly consulting fee paid to the President and Chief Executive Officer and the Chief Scientific Officer is NIS 146,705 ($38) and NIS 106,400 ($28), respectively.

In addition to the Consulting Agreements, based on a relocation cost analysis, the Company paid for certain direct costs, related taxes and expenses incurred in connection with the relocation of the President and Chief Executive Officer to the U.S. During the nine months ended September 30, 2023, there were no such relocation expenses, compared to $201 for the nine months ended September 30, 2022.

Following the relocation of the President and Chief Executive Officer to the State of Israel, the Company entered into two agreements with the President and Chief Executive Officer, replacing his above-mentioned consulting agreement through KNRY, substantially on the same terms, in order to allocate his time and services between the Company and the Subsidiary.

Effective November 1, 2022, the Company entered into a consulting agreement with Shnida Ltd., whereby the President and Chief Executive Officer, through Shnida Ltd., provides services as President and Chief Executive Officer of the Company. The agreement is terminable by either party upon 140 days prior written notice. The agreement provides that Shnida Ltd. will be reimbursed for reasonable expenses incurred in connection with performance of the agreement and that the President and Chief Executive Officer will receive a monthly consulting fee of NIS 88,023 ($23), plus value added tax. Pursuant to the agreement, Shnida Ltd. and the President and Chief Executive Officer each agree that during the term of the agreement and for a 12-month period thereafter, none of them will compete with the Company nor solicit employees of the Company.

In addition, the Company, through the Subsidiary, has entered into an employment agreement with the President and Chief Executive Officer, effective as of November 1, 2022, pursuant to which the President and Chief Executive Officer receives gross monthly salary of NIS 46,901 ($12) in consideration for his services as President and Chief Executive Officer of the Subsidiary. In addition, the President and Chief Executive Officer is provided with a cellular phone and a company car pursuant to the terms of his agreement.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483575/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands					3 Months Ended	9 Months Ended
	Nov. 09, 2023	May 01, 2023	Apr. 17, 2023	Sep. 01, 2021	Sep. 30, 2023	Sep. 30, 2023
Class of Stock [Line Items]
Aggregate offering price				$ 100,000
Cash commission percentage				3.00%
Shares issued						1,971,447
Aggregate net proceeds						$ 26,253
Stock options issued					86,500	86,500
Sales and marketing expenses					$ 663
Subsequent Event [Member]
Class of Stock [Line Items]
Shares issued	1,971,447
Aggregate net proceeds	$ 26,253
Restricted Stock Units (RSUs) [Member]
Class of Stock [Line Items]
Aggregate granted shares		20,000	868,500
Fair value		$ 49	$ 1,980
Market share price		$ 2.45	$ 2.28
Forfeited shares					110,917
PSUs [Member]
Class of Stock [Line Items]
Aggregate granted shares			245,500
Fair value			$ 550

Marketable Securities

9 Months Ended

Sep. 30, 2023

Marketable Securities [Abstract]

MARKETABLE SECURITIES

NOTE 4 - MARKETABLE SECURITIES:

The Company’s marketable securities include investments in equity securities of DNA GROUP (T.R.) Ltd. (formerly D.N.A Biomedical Solutions Ltd.) (“DNA”), Entera Bio Ltd. (“Entera”), and the Transferred Warrants (as defined herein; for further details, see note 7). As of December 31, 2022, marketable securities also included held to maturity securities.

Composition

	September 30, 2023		December 31, 2022
Short-term:
DNA (see b below)	$	-	$	352
Entera (see c below)		-		85
Held to maturity securities (see d below)		-		3,306
	$	-	$	3,743
Long-term:
DNA (see b below)	$	450	$	-
Entera (see c below)		85		-
Transferred Warrants (see note 7)		2,000		-
	$	2,535	$	-

DNA

The DNA ordinary shares are traded on the Tel Aviv Stock Exchange. The fair value of those securities is measured at the quoted prices of the securities on the measurement date.

During the nine month period ended September 30, 2023, the Company did not sell any of DNA’s ordinary shares. As of September 30, 2023, the Company owns approximately 1.4% of DNA’s outstanding ordinary shares.

The cost of the securities as of both September 30, 2023 and December 31, 2022 was $595.

Entera

Entera ordinary shares have been traded on the Nasdaq Capital Market since June 28, 2018. The Company measures the investment at fair value from such date, since it has a readily determinable fair value (prior to such date the investment was accounted for as a cost method investment (amounting to $1)).

Held to maturity securities

The Company did not have any held to maturity securities as of September 30, 2023.

The amortized cost and estimated fair value of held to maturity securities as of December 31, 2022, were as follows:

	December 31, 2022
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	3,258	$	(82	)	$	3,176		1.07	%
Accrued interest		48		-			48
	$	3,306	$	(82	)	$	3,224

Interim Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited) - USD ($)
$ in Thousands

Common Stock

Additional paid-in capital

Accumulated deficit

Total stockholders’ equity

Non- controlling interests

Total

BALANCE at Dec. 31, 2021

$ 459

$ 292,514

$ (126,520)

$ 166,453

$ 157

$ 166,610

BALANCE (in Shares) at Dec. 31, 2021

38,158

ISSUANCE OF COMMON STOCK, NET

$ 9

7,336

7,345

ISSUANCE OF COMMON STOCK, NET (in Shares)

770

EXERCISE OF WARRANTS AND OPTIONS

^[1]

EXERCISE OF WARRANTS AND OPTIONS (in Shares)

STOCK-BASED COMPENSATION

$ 2

8,767

8,769

STOCK-BASED COMPENSATION (in Shares)

151

STOCK-BASED COMPENSATION OF SUBSIDIARY

192

TAX WITHHOLDINGS RELATED TO STOCK-BASED COMPENSATION SETTLEMENTS

(783)

NET (INCOME) LOSS

(28,018)

(1,010)

(29,028)

BALANCE at Sep. 30, 2022

$ 470

307,876

(154,538)

153,808

(661)

153,147

BALANCE (in Shares) at Sep. 30, 2022

39,113

BALANCE at Jun. 30, 2022

$ 463

300,712

(147,478)

153,697

(660)

153,037

BALANCE (in Shares) at Jun. 30, 2022

38,564

ISSUANCE OF COMMON STOCK, NET

$ 6

4,371

4,377

ISSUANCE OF COMMON STOCK, NET (in Shares)

493

EXERCISE OF WARRANTS AND OPTIONS

^[1]

EXERCISE OF WARRANTS AND OPTIONS (in Shares)

STOCK-BASED COMPENSATION

$ 1

2,857

2,858

STOCK-BASED COMPENSATION (in Shares)

STOCK-BASED COMPENSATION OF SUBSIDIARY

192

TAX WITHHOLDINGS RELATED TO STOCK-BASED COMPENSATION SETTLEMENTS

(106)

NET (INCOME) LOSS

(7,060)

(193)

(7,253)

BALANCE at Sep. 30, 2022

$ 470

307,876

(154,538)

153,808

(661)

153,147

BALANCE (in Shares) at Sep. 30, 2022

39,113

BALANCE at Dec. 31, 2022

$ 476

314,417

(163,081)

151,812

(656)

$ 151,156

BALANCE (in Shares) at Dec. 31, 2022

39,564

39,563,888

ISSUANCE OF COMMON STOCK, NET

$ 2

2,426

2,428

$ 2,428

ISSUANCE OF COMMON STOCK, NET (in Shares)

193

SHARES ISSUED FOR SERVICES

^[1]

SHARES ISSUED FOR SERVICES (in Shares)

STOCK-BASED COMPENSATION

$ 6

2,688

2,694

STOCK-BASED COMPENSATION (in Shares)

523

STOCK-BASED COMPENSATION OF SUBSIDIARY

151

NET (INCOME) LOSS

(7,811)

(397)

(8,208)

BALANCE at Sep. 30, 2023

$ 484

319,540

(170,892)

149,132

(902)

$ 148,230

BALANCE (in Shares) at Sep. 30, 2023

40,283

40,282,688

BALANCE at Jun. 30, 2023

$ 484

318,732

(167,670)

151,546

(891)

$ 150,655

BALANCE (in Shares) at Jun. 30, 2023

40,219

SHARES ISSUED FOR SERVICES

^[1]

SHARES ISSUED FOR SERVICES (in Shares)

STOCK-BASED COMPENSATION

^[1]

801

STOCK-BASED COMPENSATION (in Shares)

STOCK-BASED COMPENSATION OF SUBSIDIARY

NET (INCOME) LOSS

(3,222)

(62)

(3,284)

BALANCE at Sep. 30, 2023

$ 484

$ 319,540

$ (170,892)

$ 149,132

$ (902)

$ 148,230

BALANCE (in Shares) at Sep. 30, 2023

40,283

40,282,688

[1]	Represents an amount of less than $1.

Commitments (Details) - USD ($) $ in Thousands		9 Months Ended
Commitments (Details) - USD ($) $ in Thousands	Nov. 13, 2022	Sep. 30, 2023	Sep. 21, 2023	Aug. 08, 2023
Commitments [Line Items]
Agreement term		ten
Development amount	$ 15,000
Development received amount	$ 2,000
Royalties percentage	15.00%
Interest amount			$ 101,875	$ 99,550
Interest amount		$ 2,553
Liability		$ 59
Israel Innovation Authority [Member]
Commitments [Line Items]
Royalties percentage		3.00%
Interest amount		$ 2,208
Minimum [Member] \| Israel Innovation Authority [Member]
Commitments [Line Items]
Royalty percentage		100.00%
Maximum [Member] \| Israel Innovation Authority [Member]
Commitments [Line Items]
Royalty percentage		150.00%

General

9 Months Ended

Sep. 30, 2023

General [Abstract]

GENERAL

NOTE 1 - GENERAL:

Incorporation and Operations

Oramed Pharmaceuticals Inc. (collectively with its subsidiaries, the “Company”, unless the context indicates otherwise), a Delaware corporation, was incorporated on April 12, 2002.

On March 18, 2021, the Company entered into a license agreement (the “Oravax License Agreement”) with Oravax Medical Inc. (“Oravax”) and into a stockholders agreement (the “Stockholders Agreement”) with Akers Biosciences Inc. (“Akers”), Premas Biotech Pvt. Ltd. (“Premas”), Cutter Mill Capital LLC (“Cutter Mill”) and Run Ridge LLC (“Run Ridge”). According to the Stockholders Agreement, Oravax issued 1,890,000 shares of its capital stock to the Company, representing 63% of the issued and outstanding share capital of Oravax as of the date of issuance. Consequently, Oramed consolidates Oravax in its consolidated financial statements since that time.

On November 23, 2021, Oravax incorporated a wholly-owned subsidiary in Israel, Oravax Medical Ltd., which is engaged in research and development. Effective January 1, 2022, Oravax transferred its rights and obligations under the Oravax License Agreement to Oravax Medical Ltd.

On January 11, 2023, the Company announced that the ORA-D-013-1 Phase 3 trial did not meet its primary and secondary endpoints. As a result, the Company terminated this trial and a parallel Phase 3, ORA-D-013-2 clinical trial. As these results are considered a triggering event, the Company evaluated all of its long lived assets which include fixed assets and operating lease right-of-use assets in the first quarter of 2023 and concluded that no impairment was required. The Company recently completed an analysis of the data from the ORA-D-013-1 Phase 3 trial and found that subpopulations of patients with pooled specific parameters, such as body mass index (BMI), baseline HbA1c, age, gender and body weight, responded well to oral insulin. These subsets exhibited an over 1% placebo adjusted, statistically significant, reduction in HbA1c. The Company is currently considering if there is a path forward for its oral insulin candidate, based on this analysis. Concurrently, the Company is examining its existing pipeline and has commenced an evaluation process of potential strategic opportunities, with the goal of enhancing value for the Company’s stockholders.

Development and Liquidity Risks

The Company is engaged in research and development in the biotechnology field for innovative pharmaceutical solutions, including an orally ingestible insulin capsule to be used for the treatment of individuals with diabetes, and the use of orally ingestible capsules for delivery of other polypeptides, and has not generated significant revenues from its operations. Following the termination of the ORA-D-013-1 and ORA-D-013-2 Phase 3 trials, the Company’s research and development activities have been significantly reduced while it conducts a strategic review process. As a result, the Company is currently incurring lower research and development and sales and marketing expenses.

Based on the Company’s current cash resources and commitments, the Company believes it will be able to maintain its current planned activities and the corresponding level of expenditures for at least the next 12 months, although no assurance can be given that the Company will not need additional funds prior to such time. If there are unexpected increases in its operating expenses, the Company may need to seek additional financing during the next 12 months. The Company may also need additional funds to realize the decisions made as part of its strategic review process. The Company cannot predict the outcome of these activities.

On August 7, 2023, the Company entered into a Stock Purchase Agreement, as subsequently amended on August 9, 2023 and August 21, 2023, (the “Sorrento SPA”), with Sorrento Therapeutics, Inc. (“Sorrento”), to acquire certain equity securities of Scilex Holding Company (“Scilex”), owned by Sorrento (the “Purchased Securities”), for a purchase price of $105,000. Sorrento and its affiliated debtor, Scintilla Pharmaceuticals, Inc. (“Scintilla” and together with Sorrento, the “Debtors”) are in Chapter 11 bankruptcy proceedings.

On August 9, 2023, the Company entered into a Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement (the “Senior DIP Loan Agreement”) with the Debtors in the principal amount of $100,000, which included a non-refundable closing fee of $450 paid in full out of the proceeds. This amount was subsequently drawn in full by the Debtors and was intended to be used by the Company as a credit for the consideration for the Purchased Securities, with an additional $5,000 in cash to be paid by the Company at closing. Thereafter, the Company and Sorrento continued discussions and negotiations relating to the sale contemplated under the Sorrento SPA.

On September 21, 2023, the Company entered into and consummated the transactions contemplated by a Securities Purchase Agreement (the “Scilex SPA”) with Scilex and Acquiom Agency Services LLC. Pursuant to the Scilex SPA, in exchange for Scilex assuming outstanding obligations of Sorrento under the Senior DIP Loan Agreement (the “DIP Assumption”) and for the ability to credit the amounts assumed under the DIP Assumption in exchange for certain equity securities of Scilex owned by Sorrento, Scilex (i) issued to the Company (A) a Senior Secured Promissory Note due 18 months from the date of issuance in the principal amount of $101,875 (the “Note”), which includes accrued and unpaid interest of $875 under the Senior DIP Loan Agreement and $1,000 of fees added to the principal amount of the Note, (B) the Closing Penny Warrant (as defined herein), and (C) the Subsequent Penny Warrants (as defined herein), and (ii) caused the Transferred Warrants (as defined herein) to be transferred to the Company. For further details, see note 7.

On August 8, 2023, the Company borrowed an aggregate of $99,550 pursuant to loan agreements from Israel Discount Bank Ltd. For further details, see note 6.

Related Party Transactions (Details) ₪ in Thousands, $ in Thousands	1 Months Ended				9 Months Ended
	Nov. 01, 2022 USD ($)	Nov. 01, 2022 ILS (₪)	Jul. 01, 2008 USD ($)	Jul. 01, 2008 ILS (₪)	Sep. 30, 2023 USD ($)
Related Party Transactions [Line Items]
Consulting fee paid	$ 23	₪ 88,023
Relocation expenses					$ 201
Gross salary	$ 12	₪ 46,901
Chief Executive Officer [Member]
Related Party Transactions [Line Items]
Consulting fee paid			$ 38	₪ 146,705
Chief Scientific Officer [Member]
Related Party Transactions [Line Items]
Consulting fee paid			$ 28	₪ 106,400

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

LEASES

NOTE 9 - LEASES:

The Company has various operating leases for office space and vehicles that expire through 2027. Below is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of September 30, 2023 and December 31, 2022:

	September 30, 2023		December 31, 2022
Operating right-of-use assets	$	768	$	987

Operating lease liabilities, current		251		247
Operating lease liabilities long-term		389		647
Total operating lease liabilities	$	640	$	894

Lease payments for the Company’s right-of-use assets over the remaining lease periods as of September 30, 2023 and December 31, 2022 are as follows:

	September 30, 2023			December 31, 2022
2023		67			291
2024		267			291
2025		210			228
2026		114			124
2027		9			10
Total undiscounted lease payments		667			944
Less: Interest*		(27	)		(50	)
Present value of lease liabilities	$	640		$	894

*	Future lease payments were discounted by 3%-5.75% interest rate.

Non-Marketable Equity Securities (Details) - USD ($) $ in Thousands		9 Months Ended
	Aug. 26, 2022	Sep. 30, 2023
Non-Marketable Equity Securities (Details) [Line Items]
Issued and outstanding stock	5.00%
Equity securities		$ 824
Series B Preferred Stock [Member]
Non-Marketable Equity Securities (Details) [Line Items]
Aggregate purchase price	$ 2,700

Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
DILUTED LOSS PER SHARE OF COMMON STOCK	$ 0.08	$ 0.18	$ 0.19	$ 0.72
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING DILUTED LOSS PER SHARE OF COMMON STOCK (in Shares)	40,445,896	39,100,231	40,246,515	38,856,514

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(4)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 11
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-7

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-2

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 60B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-60B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-4

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482662/260-10-50-1

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(25))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483621/220-10-S99-2

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483589/942-220-S99-1

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(23))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483586/944-220-S99-1

Reference 15: http://www.xbrl.org/2003/role/exampleRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 52
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482635/260-10-55-52

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 260
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482689/260-10-45-7

+ Details

Interim Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS:
Cash and cash equivalents	$ 5,468	$ 40,464
Short-term deposits	120,158	111,513
Marketable securities		3,743
Investments at fair value	49,413
Prepaid expenses and other current assets	666	1,389
Total current assets	175,705	157,109
LONG-TERM ASSETS:
Long-term deposits	6	7
Investments at fair value	47,406
Marketable securities	2,535
Non-marketable equity securities	3,524	2,700
Amounts funded in respect of employee rights upon retirement	26	24
Property and equipment, net	923	815
Operating lease right-of-use assets	768	987
Total long-term assets	55,188	4,533
Total assets	230,893	161,642
CURRENT LIABILITIES:
Accounts payable and accrued expenses	2,561	4,158
Short-term borrowings	75,363
Deferred revenues		1,340
Payable to related parties		1
Operating lease liabilities	251	247
Total current liabilities	78,175	5,746
LONG-TERM LIABILITIES:
Long-term deferred revenues	4,000	4,000
Employee rights upon retirement	27	21
Provision for uncertain tax position	11	11
Operating lease liabilities	389	647
Other liabilities	61	61
Total long-term liabilities	4,488	4,740
COMMITMENTS (note 3)
EQUITY ATTRIBUTABLE TO COMPANY’S STOCKHOLDERS:
Common stock, $0.012 par value (60,000,000 authorized shares; 40,282,688 and 39,563,888 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively)	484	476
Additional paid-in capital	319,540	314,417
Accumulated deficit	(170,892)	(163,081)
Total stockholders’ equity	149,132	151,812
Non-controlling interests	(902)	(656)
Total equity	148,230	151,156
Total liabilities and equity	$ 230,893	$ 161,642

Leases (Details) - Schedule of Operating Right-of-use Assets and Operating Lease Liabilities - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Leases [Abstract]
Operating right-of-use assets	$ 768	$ 987
Operating lease liabilities, current	251	247
Operating lease liabilities long-term	389	647
Total operating lease liabilities	$ 640	$ 894

Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

Condensed consolidated financial statements preparation

The condensed consolidated financial statements included herein have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and, on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”). These condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair statement of the results of the periods presented. Certain information and disclosures normally included in annual consolidated financial statements have been omitted in this interim period report pursuant to the rules and regulations of the Securities and Exchange Commission. Because the condensed consolidated interim financial statements do not include all of the information and disclosures required by U.S. GAAP for annual financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the 2022 Form 10-K. The results for interim periods are not necessarily indicative of a full fiscal year’s results.

Loss per common share

Basic and diluted net loss per share of common stock are computed by dividing the net loss attributable to stockholders for the period by the weighted average number of shares of common stock outstanding for each period, including vested restricted stock units (“RSUs”). Outstanding stock options, warrants and unvested RSUs have been excluded from the calculation of the diluted loss per share because all such securities are anti-dilutive for all periods presented. The weighted average number of common stock options, warrants and RSUs excluded from the calculation of diluted net loss was 3,745,590 and 3,557,200 for the nine month periods ended September 30, 2023 and September 30, 2022, respectively, and 3,845,271 and 3,715,540 for the three month periods ended September 30, 2023 and September 30, 2022, respectively.

Revenue recognition

HTIT

On November 30, 2015, the Company entered into a Technology License Agreement, with Hefei Tianhui Incubator of Technologies Co. Ltd. (“HTIT”) and on December 21, 2015, the parties entered into an Amended and Restated Technology License Agreement that was further amended by the parties on June 3, 2016 and July 24, 2016 (the “HTIT License Agreement”).

As of September 30, 2023, an aggregate amount of $22,382 was allocated to the HTIT License Agreement, all of which were received through the balance sheet date. Through September 30, 2023, the Company recognized revenue associated with this agreement in the aggregate amount of $20,382, of which $1,340 was recognized in the nine month period ended September 30, 2023, and deferred the remaining amount of $2,000, which is presented as long-term deferred revenues on the condensed consolidated balance sheet.

Medicox

On November 13, 2022, the Company entered into a distribution license agreement (“Medicox License Agreement”) with Medicox Co., Ltd. (“Medicox”). The Medicox License Agreement grants Medicox an exclusive license to apply for regulatory approval and distribute ORMD-0801 in the Republic of Korea. For further details, see note 3a.

Under ASC 606, the Company identified Medicox as a customer and the Medicox License Agreement as a contract with a customer.

The Company identified a performance obligation in the Medicox License Agreement to stand-ready and provide Medicox with support in its commercialization efforts in the Republic of Korea. This performance obligation includes a non-distinct distribution license for ORMD-0801, which the Company views a predominant item in the combined performance obligation. The Company concluded that the license is not distinct, as no party other than the Company is capable of providing related services to Medicox, and both the license and related services are necessary for the customer to obtain a regulatory approval in the Republic of Korea. In addition, the agreement covers the terms of future manufacturing services, that are contingent on the completion and success of the commercialization efforts.

The Medicox License Agreement contains a fixed consideration of $2,000, which was received by the Company in fiscal year 2022 and is presented under long-term deferred revenues as of September 30, 2023. It also contains variable consideration of contractual milestone payments and sales-based royalties.

The Company’s obligation to stand-ready and support Medicox will be recognized on a straight-line basis over the period the Company expects to provide support to Medicox. As of September 30, 2023, this support has not commenced, and no revenue was recognized from the Medicox License Agreement.

If Medicox proceeds with the regulatory approval process in the Republic of Korea, the Company expects most of the revenue to be recognized at a later stage. The Company notes that its Phase 3 trial did not meet its primary and secondary endpoints. If Medicox chooses to terminate the agreement as a result of the outcome of the applicable Phase 3 trials, the Company expects to accelerate revenue recognition and recognize it at such time.

Recently adopted accounting pronouncements

Financial instruments – credit losses

In June 2016, the Financial Accounting Standards Board issued Accounting Standards Update 2016-13 “Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments.” This guidance replaces the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The guidance became effective for the fiscal year beginning after December 15, 2022, including interim periods within that year. The Company adopted the provisions of this update as of January 1, 2023, with no material impact on its consolidated financial statements.

Fair value

The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows:

Level 1:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:

Observable prices that are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3:

Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

As of September 30, 2023, the fair value of marketable equity securities as presented in note 4 and of the Transferred Warrants included in the Scilex SPA as presented in note 7 were based on a Level 1 measurement. The fair value of held to maturity bonds as presented in note 4 and of the Closing Penny Warrant as presented in note 7 were based on a Level 2 measurement. The fair value of the investment in non-marketable equity securities as presented in note 5, of the Subsequent Penny Warrants as presented in note 7 and of the Note as presented in note 7 were based on a Level 3 measurement.

As of September 30, 2023, the carrying amounts of cash equivalents, short-term deposits, Short-Term Borrowings and accounts payable approximate their fair values due to the short-term maturities of these instruments.

The amounts funded in respect of employee rights are stated at cash surrender value which approximates its fair value.

Non-Marketable Equity Securities

9 Months Ended

Sep. 30, 2023

Non-Marketable Equity Securities [Abstract]

NON-MARKETABLE EQUITY SECURITIES

NOTE 5 – NON-MARKETABLE EQUITY SECURITIES:

On August 26, 2022, the Company entered into a stock purchase agreement with Diasome Pharmaceuticals, Inc. (“Diasome”), a privately-held company, pursuant to which the Company purchased shares of Series B preferred stock of Diasome for an aggregate purchase price of approximately $2,700. Following the purchase, the Company holds less than 5% of the issued and outstanding stock of Diasome. The stock purchase agreement provides the Company with the option to purchase additional preferred shares of stock on a pro rata basis at similar terms to the terms and conditions of the current round contingent upon Diasome achieving certain milestones.

The Company accounts for the investment under the measurement alternative in ASC 321 “Investments – Equity Securities,” whereby the equity investment is recorded at cost, less impairment. The carrying amount is subsequently remeasured to its fair value in accordance with the provisions of ASC 820 “Fair Value Measurement” when observable price changes occur as of the date the transaction occurred, or it is impaired. Any adjustments to the carrying amount are recorded in the statements of comprehensive loss.

The Company’s non-marketable equity securities are an investment in a company without a readily determinable fair value. As of September 30, 2023, the Company recorded an $824 increase in value due to the closing in June 2023 of a Series C investment round in Diasome. The change was recorded using the transaction price of similar securities issued by Diasome, adjusted for contractual rights and obligations of the securities held by the Company.

Financing (Details) - Schedule of Annual Principal Payments on Debt $ in Thousands	Sep. 30, 2023 USD ($)
Schedule of Annual Principal Payments on Debt [Abstract]
2023	$ 25,000
2024	49,550
Annual Principal Payments	$ 74,550

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Accounting Policies, by Policy (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

Condensed consolidated financial statements preparation

Condensed consolidated financial statements preparation

Loss per common share

Loss per common share

Revenue recognition

Revenue recognition

HTIT

Medicox

Under ASC 606, the Company identified Medicox as a customer and the Medicox License Agreement as a contract with a customer.

Recently adopted accounting pronouncements

Recently adopted accounting pronouncements

Financial instruments – credit losses

Fair value

Fair value

Level 1:

Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:

Observable prices that are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3:

Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

The amounts funded in respect of employee rights are stated at cash surrender value which approximates its fair value.

Investments, at Fair Value (Details) - USD ($)		9 Months Ended
Investments, at Fair Value (Details) - USD ($)	Sep. 21, 2023	Sep. 30, 2023	Jun. 30, 2023
Investments, at Fair Value [Line Items]
Warrant per share (in Dollars per share)		$ 11.5
Sale of Stock, Percentage of Ownership after Transaction		9.90%
Fair value transaction		$ 101,875,000
Short term investment		49,413
Long term investment		30,991
Aggregate unpaid principal balance amount		$ 21,826,000
Maximum [Member]
Investments, at Fair Value [Line Items]
Discount rate		55.25%
Fair value transaction		$ 98,819,000
Minimum [Member]
Investments, at Fair Value [Line Items]
Discount rate		54.80%
Fair value transaction		$ 80,404,000
Closing Penny Warrant [Member]
Investments, at Fair Value [Line Items]
Fair value transaction		(6,300,000)
Subsequent Penny Warrants [Member]
Investments, at Fair Value [Line Items]
Fair value transaction		(10,115,000)
Transferred Warrants [Member]
Investments, at Fair Value [Line Items]
Fair value transaction		(2,000,000)
Warrant [Member]
Investments, at Fair Value [Line Items]
Fair value transaction		$ 3,056,000
Scilex Holding Company [Member] \| Common Stock [Member]
Investments, at Fair Value [Line Items]
Aggregate shares (in Shares)		2,125,000
Scilex Transaction [Member]
Investments, at Fair Value [Line Items]
Aggregate shares (in Shares)	4,000,000
Warrant per share (in Dollars per share)	$ 11.5
Principal of note issued	$ 101,875,000
Fees added to principal amount	$ 1,000,000
Bear interest rate	8.50%	50.00%
Disclosure of principal payments		The Scilex SPA provides for principal payments of (i) $5,000 on December 21, 2023, (ii) $15,000 on March 21, 2024, and (iii) $20,000 on each of June 21, 2024, September 21, 2024, and December 21, 2024, and for the entire remaining principal balance of the Note to be paid on March 21, 2025. If the Note is not repaid in full on or prior to March 21, 2024, an exit fee equal to approximately $3,056 shall be payable upon repayment of the Note in full.
Scilex Transaction [Member] \| Maximum [Member]
Investments, at Fair Value [Line Items]
Bear interest rate		125.00%
Scilex Transaction [Member] \| Minimum [Member]
Investments, at Fair Value [Line Items]
Bear interest rate		100.00%
Scilex Transaction [Member] \| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]
Investments, at Fair Value [Line Items]
Bear interest rate	4.00%		15.00%
Scilex Transaction [Member] \| DIP Loan Agreement [Member]
Investments, at Fair Value [Line Items]
Accrued and unpaid interest	$ 875,000
Scilex Transaction [Member] \| Penny Warrants [Member]
Investments, at Fair Value [Line Items]
Aggregate shares (in Shares)	4,500,000
Warrant per share (in Dollars per share)	$ 0.01
Warrant per share (in Dollars per share)		$ 0.01
Scilex Transaction [Member] \| Scilex Holding Company [Member] \| Penny Warrants [Member]
Investments, at Fair Value [Line Items]
Aggregate shares (in Shares)	8,500,000
Common stock of Scilex, par value (in Dollars per share)	$ 0.0001
Warrant per share (in Dollars per share)	$ 0.01
Transaction expenses	$ 1,910,000

Marketable Securities (Details) - Schedule of Amortized Cost and Estimated Fair Value of Held-to-Maturity Securities $ in Thousands	12 Months Ended
	Dec. 31, 2022 USD ($)
Marketable Securities [Line Items]
Amortized cost	$ 3,306
Gross unrealized gains (losses)	(82)
Estimated fair value	3,224
Commercial bonds [Member]
Marketable Securities [Line Items]
Amortized cost	3,258
Gross unrealized gains (losses)	(82)
Estimated fair value	$ 3,176
Average yield to maturity rate	1.07%
Accrued interest [Member]
Marketable Securities [Line Items]
Amortized cost	$ 48
Gross unrealized gains (losses)
Estimated fair value	$ 48

Leases (Details)	Sep. 30, 2023
Minimum [Member]
Lease [Line Items]
Future lease payments rate	3.00%
Maximum [Member]
Lease [Line Items]
Future lease payments rate	5.75%

Interim Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common stock, par value (in Dollars per share)	$ 0.012	$ 0.012
Common stock, shares authorized	60,000,000	60,000,000
Common stock, shares issued	40,282,688	39,563,888
Common stock, shares outstanding	40,282,688	39,563,888

Marketable Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Marketable Securities [Line Items]
Cost of securities	$ 595	$ 595
Cost method investments	$ 1
DNA [Member]
Marketable Securities [Line Items]
Ownership percentage	1.40%

Leases (Details) - Schedule of Right-of-use Assets Over the Remaining Lease Periods - USD ($)
$ in Thousands

Sep. 30, 2023

Dec. 31, 2022

Leases [Abstract]

2023

$ 67

$ 291

2024

267

291

2025

210

228

2026

114

124

2027

Total undiscounted lease payments

667

944

Less: Interest

^[1]

(27)

(50)

Present value of lease liabilities

$ 640

$ 894

[1]	Future lease payments were discounted by 3%-5.75% interest rate.

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of Operating Right-of-use Assets and Operating Lease Liabilities

	September 30, 2023		December 31, 2022
Operating right-of-use assets	$	768	$	987

Operating lease liabilities, current		251		247
Operating lease liabilities long-term		389		647
Total operating lease liabilities	$	640	$	894

Schedule of Right-of-use Assets Over the Remaining Lease Periods

Lease payments for the Company’s right-of-use assets over the remaining lease periods as of September 30, 2023 and December 31, 2022 are as follows:

	September 30, 2023			December 31, 2022
2023		67			291
2024		267			291
2025		210			228
2026		114			124
2027		9			10
Total undiscounted lease payments		667			944
Less: Interest*		(27	)		(50	)
Present value of lease liabilities	$	640		$	894

*	Future lease payments were discounted by 3%-5.75% interest rate.

Marketable Securities (Details) - Schedule of Marketable Securities Include Investments in Equity Securities - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Short-term:
Total Short-term		$ 3,743
Long-term:
Total Long-term	2,535
DNA [Member]
Short-term:
Total Short-term		352
Long-term:
Total Long-term	450
Entera [Member]
Short-term:
Total Short-term		85
Long-term:
Total Long-term	85
Held-to-Maturity Securities [Member]
Short-term:
Total Short-term		3,306
Transferred Warrants [Member]
Long-term:
Total Long-term	$ 2,000

Stockholders' Equity

9 Months Ended

Sep. 30, 2023

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

NOTE 8 - STOCKHOLDERS’ EQUITY:

On September 1, 2021, the Company entered into a controlled equity offering agreement (the “Cantor Equity Distribution Agreement”) with Cantor Fitzgerald & Co., as agent, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $100,000, through a sales agent, subject to certain terms and conditions. Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus dated July 26, 2021 and prospectus supplement dated September 1, 2021. The Company paid the sales agent a cash commission of 3.0% of the gross proceeds of the sale of any shares sold through the sales agent under the Cantor Equity Distribution Agreement. As of September 30, 2023 and November 9, 2023, 1,971,447 shares were issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $26,253.

On April 17, 2023, the Company granted an aggregate of 868,500 RSUs representing a right to receive shares of the Company’s common stock to executive officers and board members of the Company. The RSUs will vest in twelve equal quarterly installments starting May 1, 2023. The total fair value of these RSUs on the date of grant was $1,980, using the quoted closing market share price of $2.28 on the Nasdaq Capital Market on the date of grant.

On April 17, 2023, the Company granted an aggregate of 245,500 performance based RSUs (“PSUs”) representing a right to receive shares of the Company’s common stock to executive officers of the Company. The PSUs vested on May 26, 2023, upon the Company’s common stock achieving and maintaining a specified price per share. The total fair value of these PSUs on the date of grant was $550, using the Monte-Carlo model.

On May 1, 2023, the Company granted an aggregate of 20,000 RSUs representing a right to receive shares of the Company’s common stock to a board member. The RSUs will vest in twelve quarterly installments starting May 1, 2023. The total fair value of these RSUs on the date of grant was $49, using the quoted closing market share price of $2.45 on the Nasdaq Capital Market on the date of grant.

During the third quarter of 2023, 86,500 stock options and 110,917 unvested RSUs were forfeited, due to termination of the employment of an executive officer, resulting in a reversal of $663 in sales and marketing expenses.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Financing (Tables)

9 Months Ended

Sep. 30, 2023

Financing [Abstract]

Schedule of Annual Principal Payments on Debt

The aggregate remaining annual principal payments on debt until maturity are as follows:

	Annual Principal Payments
2023	$	25,000
2024		49,550
Total	$	74,550

Commitments

9 Months Ended

Sep. 30, 2023

Commitments [Abstract]

COMMITMENTS

NOTE 3 - COMMITMENTS:

Medicox License Agreement

On November 13, 2022, the Company entered the Medicox License Agreement with Medicox.

The Medicox License Agreement grants Medicox an exclusive license to apply for regulatory approval and distribute ORMD-0801 in the Republic of Korea. The Medicox License Agreement is for ten years, but the parties have the right to terminate it upon 180 days’ notice.

Medicox will comply with agreed distribution targets and will purchase ORMD-0801 at an agreed upon transfer price per capsule. In addition, Medicox will pay the Company up to $15,000 in developmental milestones, $2,000 of which have already been received by the Company, and up to 15% royalties on gross sales. Medicox will also be responsible for obtaining a regulatory approval in the Republic of Korea.

The Company is currently evaluating with Medicox a path forward to continue its collaboration, following the results of the ORA-D-013-1 Phase 3 trial.

For the Company’s revenue recognition policy, see note 2c.

Grants from the Israel Innovation Authority (“IIA”)

Under the terms of the Company’s funding from the IIA, royalties of 3% are payable on sales of products developed from a project so funded, up to a maximum amount equaling 100%-150% of the grants received (dollar linked) with the addition of interest at an annual rate based on LIBOR.

At the time the grants were received, successful development of the related projects was not assured. The total amount received through September 30, 2023 was $2,208 ($2,553 including interest).

As of September 30, 2023, the liability to the IIA was $59.

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Nov. 09, 2023
Document Information Line Items
Entity Registrant Name	ORAMED PHARMACEUTICALS INC.
Trading Symbol	ORMP
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		40,338,979
Amendment Flag	false
Entity Central Index Key	0001176309
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Sep. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-35813
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-0376008
Entity Address, Address Line One	1185 Avenue of the Americas
Entity Address, Address Line Two	Third Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	844
Local Phone Number	967-2633
Title of 12(b) Security	Common Stock, par value $0.012
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

Financing (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Sep. 21, 2023	Aug. 08, 2023
Financing [Line Items]
Loan agreements			$ 99,550
Aggregate face amount		$ 101,875	$ 99,550
Short-term borrowings	$ 25,000
Minimum [Member]
Financing [Line Items]
Bear interest percentage			6.66%
Maximum [Member]
Financing [Line Items]
Bear interest percentage			7.38%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2023

Marketable Securities [Abstract]

Schedule of Marketable Securities Include Investments in Equity Securities

As of December 31, 2022, marketable securities also included held to maturity securities.

	September 30, 2023		December 31, 2022
Short-term:
DNA (see b below)	$	-	$	352
Entera (see c below)		-		85
Held to maturity securities (see d below)		-		3,306
	$	-	$	3,743
Long-term:
DNA (see b below)	$	450	$	-
Entera (see c below)		85		-
Transferred Warrants (see note 7)		2,000		-
	$	2,535	$	-

Schedule of Amortized Cost and Estimated Fair Value of Held-to-Maturity Securities

The amortized cost and estimated fair value of held to maturity securities as of December 31, 2022, were as follows:

	December 31, 2022
	Amortized cost		Gross unrealized gains (losses)			Estimated fair value		Average yield to maturity rate
Short-term:
Commercial bonds	$	3,258	$	(82	)	$	3,176		1.07	%
Accrued interest		48		-			48
	$	3,306	$	(82	)	$	3,224

- Definition

Tabular disclosure of information about investment in debt security measured at amortized cost (held-to-maturity).

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+ Details

Significant Accounting Policies (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Significant Accounting Policies (Details) [Line Items]
Diluted net loss (in Shares)	3,845,271	3,715,540		3,745,590	3,557,200
Recognized revenue aggregate amount				$ 20,382
Recognized amount				1,340
Deferred remaining amount			$ 2,000
Fixed consideration			$ 2,000
HTIT License Agreement [Member]
Significant Accounting Policies (Details) [Line Items]
Aggregate amount				$ 22,382

Interim Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
REVENUES		$ 682	$ 1,340	$ 2,022
RESEARCH AND DEVELOPMENT EXPENSES	957	5,347	7,205	20,362
SALES AND MARKETING EXPENSES	(663)	463	(287)	1,433
GENERAL AND ADMINISTRATIVE EXPENSES	2,599	3,061	6,314	11,085
OPERATING LOSS	2,893	8,189	11,892	30,858
INTEREST EXPENSES	826		826
FINANCIAL INCOME, NET	435	1,036	4,510	1,930
LOSS BEFORE TAX EXPENSES	3,284	7,153	8,208	28,928
TAX EXPENSES		100		100
NET LOSS	3,284	7,253	8,208	29,028
NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS	62	193	397	1,010
NET LOSS ATTRIBUTABLE TO STOCKHOLDERS	$ 3,222	$ 7,060	$ 7,811	$ 28,018
BASIC LOSS PER SHARE OF COMMON STOCK (in Dollars per share)	$ 0.08	$ 0.18	$ 0.19	$ 0.72
WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING BASIC LOSS PER SHARE OF COMMON STOCK (in Shares)	40,445,896	39,100,231	40,246,515	38,856,514