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Exhibit 10.40

 

ORAMED PHARMACEUTICALS INC.

 

Annual Report on Form 10-K

 

 

 

EXHIBIT [__].1

 

ENGLISH SUMMARY OF LOAN AGREEMENT

 

By and Among Oramed Ltd. and Tova Hochma Im Nachala Ltd. (as Lenders)

 

and Project Hafasga – Telefoniot HaHadasha Ltd. (as Borrower)

 

(Originally Executed in Hebrew)

 

Dated March 24, 2025

 

 

 

1. Note Regarding Foreign Language Document

 

This document constitutes an English-language summary of a Loan Agreement (the “Agreement”) originally executed in Hebrew on March 24, 2025. This summary is provided pursuant to Rule 306 of SEC Regulation S-T (17 C.F.R. § 232.306), which requires that any document filed in a foreign language be accompanied by either a complete English translation or an English-language summary of the material terms. The Registrant has elected to provide this summary in lieu of a complete translation. The original Hebrew-language Agreement is filed as a sub-exhibit hereto. In the event of any inconsistency between this summary and the original Hebrew text, the Hebrew text shall control.

 

2. Parties to the Agreement

 

2.1 Lenders

 

Lender   Details
Oramed Ltd.   Israeli Company No. 513976712 20 Mamilla Street, Jerusalem Signed by: Nadav Kidron and Nadav Kadron, authorized signatories
     
Tova Hochma Im Nachala Ltd.   Israeli Company No. 516473402 7 Hovevei Zion Street, Jerusalem Signed by: Emmanuel Ansbecker, authorized signatory

 

Oramed Pharmaceuticals Inc. | Form 10-K Exhibit | Page 1

 

2.2 Borrower

 

Borrower   Details
Project Hafasga – Telefoniot HaHadasha Ltd.   Israeli Company No. 516154549 4 Yitzhak (Ziko) Garziani Street, Tel Aviv Signed by: Director Aupkim Pines and signatory Shira Riyad

 

3. Principal Financial Terms

 

Term   Detail
Principal Amount   USD 27,650,000 (Twenty-Seven Million, Six Hundred and Fifty Thousand U.S. Dollars)
     
Currency   U.S. Dollars (not New Israeli Shekel)
     
Annual Interest Rate   12% per annum (“Interest Rate”), compounded annually
     
Minimum Interest Period   6 months — interest accrues for at least 6 months even if the loan is repaid earlier
     
Loan Commencement Date   Date on which all conditions precedent are satisfied and loan proceeds are transferred to the Borrower
     
Repayment Term   12 months from the Loan Commencement Date (the “Loan Repayment Date”)
     
Default Interest Rate   16% per annum on any overdue amounts
     
Oramed Portion   USD 22,650,000
     
Tova Hochma Portion   USD 5,000,000

 

4. Purpose of the Loan

 

The loan proceeds serve as partial consideration for a real estate purchase transaction (the “Sale Agreement”) entered into on October 15, 2024 between the Borrower and the Greek Orthodox Patriarchate of Jerusalem (the “Patriarchate”). Under the Sale Agreement, the Borrower agreed to purchase certain real property in Jerusalem for a total consideration of NIS 200,000,000. The first installment of the purchase price (NIS 100,000,000) is to be funded using the loan proceeds and remitted to the Patriarchate promptly following disbursement.

 

5. Subject Property

 

Registry Parameter   Detail
Land Registry District   Jerusalem
     
Block (Gush)   30288
     
Parcel (Chelka)   2
     
Total Area   Approximately 110,028 sq.m.
     
Sub-Parcel 2 (“Main Parcel”)   ~48,906 sq.m. on the western side of Road 1045 / Hebron Road, Jerusalem
     
Sub-Parcel 4 (“Second Parcel”)   Parcel 1045, Sub-Parcel 739 — remainder of the land
     
Frontage   ~16,285 sq.m. fronting Hebron Road (western side, Road 1045, pages 734)
     
Registered Owner   Greek Orthodox Patriarchate of Jerusalem (Mandatory-era registration)

 

Oramed Pharmaceuticals Inc. | Form 10-K Exhibit | Page 2

 

6. Disbursement Conditions

 

Disbursement of the loan principal is conditioned upon satisfaction of all of the following:

 

1.Delivery by the Borrower of account details of the “Warning Lien Holders” (as defined in the Agreement);

 

2.Confirmation by the Borrower’s bank that the warning lien account has been designated and is under the management of the Borrower;

 

3.Receipt of lien registration documentation from the relevant banks in favor of the Lenders.

 

All payments shall be denominated in U.S. Dollars and converted to NIS at the Bank of Israel representative rate on the date of payment. The Lenders’ respective portions shall be held in separate accounts.

 

7. Security / Collateral

 

Security Type   Description
Share Pledge (First-Ranking)   Pledge of 100% of the issued share capital of the Borrower in favor of the Lenders, registered with the Companies Registrar. Replaces the prior pledge registered in connection with the Sale Agreement dated February 2, 2020 in favor of the Patriarchate (which is released concurrently).
     
First-Priority Mortgage   First-priority registered mortgage over the Subject Property (Section 5) in favor of the Lenders, filed with the Land Registry immediately upon execution. Covers all buildings, fixtures, and improvements thereon.
     
Fixed Charge on Assets (First-Ranking)   First-priority fixed charge over all present and future assets and revenues of the Borrower, registered with the Companies Registrar.

 

Oramed Pharmaceuticals Inc. | Form 10-K Exhibit | Page 3

 

8. Repayment and Prepayment

 

Full repayment of principal and interest is due within 12 months from the Loan Commencement Date.

 

Voluntary prepayment is permitted at any time, subject to: (i) a minimum interest period of 6 months; (ii) not less than 30 days’ prior written notice to the Lenders; and (iii) payment of minimum interest for the 6-month period in any case. Repayment to Oramed Ltd. is to be made to its USD account at Bank Discount; repayment to Tova Hochma Im Nachala Ltd. to its account at Bank Mizrahi-Tefahot.

 

9. Events of Default and Acceleration

 

Event   Consequence
Non-Payment at Maturity   Lenders may accelerate. Must give 14 days’ written notice before exercising remedies.
     
Challenge to Title / Sale Agreement   Borrower challenges the Sale Agreement or gives notice of cancellation to the Patriarchate.
     
Enforcement / Receivership   Foreclosure or enforcement initiated against the Property, or attachment of Borrower’s assets.
     
Combination / Change of Control   If Borrower enters a combination transaction that the Lenders have not consented to.
     
Default Interest   16% per annum on any overdue amount from the date of default until actual repayment.

 

10. Transfer of Rights

 

The Lenders are aware that the Borrower intends to prepay the loan in connection with a combination transaction with a third party. Upon full repayment, the Lenders shall release all security interests. The Borrower may not assign its rights or obligations without the prior written consent of the Lenders. The Lenders shall not unreasonably withhold consent to transfer of the security package to the combination entity, subject to the Borrower’s compliance with all terms of the Agreement.

 

Oramed Pharmaceuticals Inc. | Form 10-K Exhibit | Page 4

 

11. General Provisions

 

Provision   Summary
Governing Law   Laws of the State of Israel
     
Jurisdiction   Courts of Jerusalem having jurisdiction over the Subject Property
     
Amendment   No amendment valid unless in writing and signed by all parties
     
Notices   Registered mail to addresses in the Agreement; deemed received 3 business days after dispatch
     
Non-Waiver   No waiver enforceable unless in writing
     
Power of Attorney   Constitutes an irrevocable power of attorney (beli chazar) under Section 91 of the Israeli Law of Contract (General Part), 1973, notarized before Asaf Ulami, Notary (License No. 70329)

 

12. Annexes to the Original Agreement

 

Annex   Content
Annex A   Land Registry extract — Block 30288, Parcel 2, Jerusalem
     
Annex B   Request for registration of Warning Lien (Hera’at Azhara) and mortgage obligations
     
Annex C   Irrevocable Power of Attorney for cancellation of the Warning Lien
     
Annex D   Confirmation of Lender bank account details (Bank Discount / Bank Mizrahi-Tefahot)
     
Annex E   Intention letters from Warning Lien Holders
     
Annex F   Confirmation of account details of the Patriarchate and Warning Lien Holders
     
Annex G   Corporate and charges forms (Registrar of Companies) for both Lenders and the Borrower, including Debt Certificate (Ageret Chov)

 

* * * 

 

This summary has been prepared by the Registrant based on the original Hebrew-language Agreement. In the event of any inconsistency between this summary and the original Hebrew text, the Hebrew text shall control.

 

 

Oramed Pharmaceuticals Inc. | Form 10-K Exhibit | Page 5