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Item 9A. Controls and Procedures

2025-03-27 compared with 2024-03-06 · 2219 added, 2180 removed, 440 unchanged (91% of the section changed)

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Our management, including

our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of

December 31, 2023.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure

controls and procedures are effective.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management, under the

supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal

control over our financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act.

The Company’s

internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Internal control over

financial reporting includes policies and procedures that:

● pertain to the maintenance of records

that in reasonable detail accurately and fairly reflect our transactions and asset dispositions;

● provide reasonable assurance that

transactions are recorded as necessary to permit the preparation of our financial statements

in accordance with GAAP, and that our receipts and expenditures are being made only in accordance

with authorizations of our management and directors;

● provide reasonable assurance regarding

the prevention or timely detection of unauthorized acquisition, use or disposition of assets

that could have a material effect on our financial statements.

Under the supervision and

with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness

of our internal control over financial reporting as of December 31, 2023 based on the current framework for Internal Control-Integrated

Framework (2013) set forth by The Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation,

our management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023 at

a reasonable assurance level.

Changes in Internal Control over Financial

There were no changes in

our internal control over financial reporting that occurred during the quarter ended December 31, 2023 that have materially affected,

or are reasonable likely to materially affect, our internal control over financial reporting.

Controls and Procedures

management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls

and procedures as of December 31, 2024.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded

that our disclosure controls and procedures are effective.

Annual Report on Internal Control over Financial Reporting

management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining

adequate internal control over our financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act.

The Company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

control over financial reporting includes policies and procedures that:

pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions;

provide reasonable assurance

that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with GAAP, and that

our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance

regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material

effect on our financial statements.

the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated

the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the current framework for Internal

Control-Integrated Framework (2013) set forth by The Committee of Sponsoring Organizations of the Treadway Commission.

on this evaluation, our management concluded that the Company’s internal control over financial reporting was effective as of December

31, 2024 at a reasonable assurance level.

in Internal Control over Financial Reporting

were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially

affected, or are reasonable likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION.

Disclosure Pursuant to Item 5.03 of Form 8-K.

Amendments to Bylaws

On March 27, 2025, the Board amended and restated our by-laws, or the

Amended and Restated By-Laws.

The Amended and Restated By-Laws became effective as of March 27, 2025.

The changes to the

Amended and Restated By-Laws include (i) in a contested election, a director nominee shall be elected by a plurality of the

votes cast by the stockholders entitled to vote at the election on such election of directors (an election shall be considered contested if,

as of the last date on which nominees for director may be submitted in accordance with the Amended and Restated By-laws, the nominees

for election to the Board of Directors exceed the number of positions on the Board to be filled by election at that meeting);

clarification that the officers of the Company shall be a Chief Executive Officer, a President, a Secretary and a Treasurer.

This description

of the amendments to the Amended and Restated By-Laws is qualified in its entirety by reference to the text of the Amended and

Restated By-Laws filed as Exhibit 3.2 to this Annual Report on Form 10-K.

Termination of Rule 10b5–1 Trading Arrangements

On January 8, 2024 , Mr.

Silberman , our Chief Financial Officer , terminated a trading plan before expiration that was previously entered into to satisfy the affirmative

defense of Rule 10b5–1(c) under the Exchange Act.

This plan was entered into on June 25, 2023 and was meant to expire upon the

earlier of May 15, 2024 or when 128,625 of Oramed’s shares of common stock were sold, which was the aggregate maximum number of

shares to be sold under the plan.

On January 8, 2024 , Mr.

Hexter , our Chief Operating and Business Officer , terminated a trading plan before expiration that was previously entered into to satisfy

the affirmative defense of Rule 10b5–1(c) under the Exchange Act.

This plan was entered into on June 28, 2023 and was meant to

expire upon the earlier of June 27, 2025 or when 245,333 of Oramed’s shares of common stock were sold, which was the aggregate

maximum number of shares to be sold under the plan.

On February 6, 2024 , Mr.

Derovan , our former Chief Legal Officer , terminated a trading plan before expiration that was previously entered into to satisfy the affirmative

defense of Rule 10b5–1(c) under the Exchange Act.

This plan was entered into on June 8, 2023 and was meant to expire upon the earlier

of June 28, 2024 or when 88,250 of Oramed’s shares of common stock were sold, which was the aggregate maximum number of shares to

be sold under the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE.

Directors and Executive Officers

The name and age of each

of our directors and executive officers, his or her position with us and the period during which such person has served as a director

or executive officer of the Company are set forth below.

Serving Since

President, Chief Executive Officer, Director and Chairman (effective as of June 30, 2022)

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

and Executive Officers

name and age of each of our directors and executive officers, his or her position with us and the period during which such person has

served as a director or executive officer of the Company are set forth below.

Chief Executive Officer, Director and Chairman (effective as of June 30, 2022)

Miriam Kidron

Chief Scientific Officer and Director

David Silberman

Chief Financial Officer and Treasurer

Joshua Hexter

Chief Operating & Business Officer

Daniel Aghion

Benjamin Shapiro

Derovan, our former Chief Legal Officer and Secretary, ended

his service with the Company on March 5, 2024.

Scientific Officer and Director

Financial Officer and Treasurer

Operating & Business Officer

Derovan, our former Chief Legal Officer and Secretary, ended his service with the Company on March 5, 2024.

Silberman, our former

Chief Financial Officer, Treasurer and Secretary, ended his service with the Company on July 11, 2024.

Miriam Kidron is Mr.

Nadav Kidron’s mother.

There are no other directors or officers of the Company who are related by blood or marriage.

Business Experience

The following is a brief

account of the education and business experience during at least the past five years of each of our directors and of our executive officers

who are not also directors, indicating the principal occupation during that period, and the name and principal business of the organization

in which such occupation and employment were carried out.

Nadav Kidron was

appointed President, Chief Executive Officer and director in March 2006, and Chairman of the Board

effective as of June 30, 2022.

He is also a director of Israel Advanced Technology Industries organization, and until 2016 was a director

of Entera Bio Ltd.

In 2009, he was a fellow at the Merage Foundation for U.S.-Israel Trade Programs for executives in the life sciences

From 2003 to 2006, he was the managing director of the Institute of Advanced Jewish Studies at Bar Ilan University.

to 2003, he was a legal intern at Wine, Mishaiker & Ernstoff Law Offices in Jerusalem, Israel.

There are no other directors or officers of the Company who are related by blood or

following is a brief account of the education and business experience during at least the past five years of each of our directors and

of our executive officers who are not also directors, indicating the principal occupation during that period, and the name and principal

business of the organization in which such occupation and employment were carried out.

Nadav Kidron was appointed President, Chief Executive Officer and director in March 2006, and Chairman

of the Board effective as of June 30, 2022.

He is also Chairman of the board of MDG Real Estate Global, Ltd., director of Israel

Advanced Technology Industries organization and until 2016 was a director of Entera Bio Ltd.

In 2009, he was a fellow at the Merage Foundation

for U.S.-Israel Trade Programs for executives in the life sciences field.

From 2003 to 2006, he was the managing director of the Institute

of Advanced Jewish Studies at Bar Ilan University.

From 2001 to 2003, he was a legal intern at Wine, Mishaiker & Ernstoff Law Offices

in Jerusalem, Israel.

Kidron holds an LL.B.

and an International

MBA from Bar Ilan University, Israel.

We believe that Mr.

qualifications to serve on our Board include his familiarity with the Company as its founder, his experience in capital markets, as well

as his knowledge and familiarity with corporate management.

Miriam Kidron was

appointed Chief Scientific Officer and director in March 2006.

Kidron is a pharmacologist and a biochemist

and an International MBA from Bar Ilan University, Israel.

believe that Mr.

Kidron’s qualifications to serve on our Board include his familiarity with the Company as its founder, his experience

in capital markets, as well as his knowledge and familiarity with corporate management.

Miriam Kidron was appointed Chief Scientific Officer and director in March 2006.

Kidron is a pharmacologist

and a biochemist with a Ph.D.

in biochemistry.

From 1990 to 2007, Dr.

Kidron was a senior researcher in the Diabetes Unit at Hadassah University Hospital

in Jerusalem, Israel.

Kidron was formerly a visiting professor at the Medical School at the University of Toronto (Canada), and is

a member of the American, European and Israeli Diabetes Associations.

Kidron is a recipient of the Bern Schlanger Award.

We believe that Dr.

qualifications to serve on our Board include her expertise in the Company’s technology, as it is based on her research, as well

as her experience and relevant education in the fields of pharmacology and diabetes.

David Silberman was

appointed Chief Financial Officer and Treasurer in July 2021.

Prior to his appointment, from April 2018 to May 2021,

Silberman served as a Corporate Financial Planning and Analysis associate director and director at Teva Pharmaceutical Industries

Ltd., a global pharmaceutical company, committed to helping patients around the world to access affordable medicines and benefit from

innovations to improve their health.

From 2014 to 2018, Mr.

Silberman served as Global Internal Audit senior manager at Teva Pharmaceutical

Industries Ltd.

Kidron was a senior researcher in the Diabetes Unit at Hadassah

University Hospital in Jerusalem, Israel.

Kidron was formerly a visiting professor at the Medical School at the University of Toronto

(Canada), and is a member of the American, European and Israeli Diabetes Associations.

Kidron is a recipient of the Bern Schlanger

believe that Dr.

Kidron’s qualifications to serve on our Board include her expertise in the Company’s technology, as it is

based on her research, as well as her experience and relevant education in the fields of pharmacology and diabetes.

Avraham Gabay was appointed Chief Financial Officer, Treasurer and Secretary in June 2024.

appointment, Mr.

Gabay served as interim chief financial officer of BiomX Inc.

(NYSE American:

PHGE) during 2023.

From 2021 until 2023,

Gabay served as the chief financial officer at Oravax Inc., a 63% owned subsidiary of the Company.

From 2019 until 2021, Mr.

was the chief financial officer of the Company.

From 2015 to 2019, Mr.

Silberman provided internal audit and risk management services in the advisory department of Grant

Thornton Fahn Kanne Control Management.

From January 2009 until June 2009, Mr.

Silberman worked in the audit department of KPMG, a certified

public accounting firm.

Silberman holds DCG and DSCG degrees from the French Ministry of Higher Study and Research and is a certified

public accountant in Israel.

Joshua Hexter was

appointed Chief Operating and Business Officer in September 2019.

Prior to his appointment, Mr.

Hexter served as Chief

Business Officer at BrainsWay Ltd.

Gabay served as VP Finance at Orcam Technologies Ltd.

Gabay provided economic services in the advisory department of KPMG Israel, a certified public accounting firm, and from

2013 to 2014, he worked in the tax department of the law firm Gornitzky & Co.

In addition, Mr.

Gabay serves as a director on the

board of Iintoo Ltd.

Gabay holds a bachelor’s degree in law and accounting (magna cum-laude) from Tel-Aviv University

and is a certified public accountant in Israel and a member of the Israeli Bar Association.

Joshua Hexter was appointed Chief Operating and Business Officer in September 2019.

Prior to his appointment,

Hexter served as Chief Business Officer at BrainsWay Ltd.

(Nasdaq/TASE:

BWAY) from 2018 to 2019, a commercial stage medical device company focused on the development

and sale of non-invasive neuromodulation products.

BWAY) from 2018 to 2019, a commercial stage medical device

company focused on the development and sale of non-invasive neuromodulation products.

From 2013 to 2018, Mr.

Hexter served as Chief Operating Officer and VP Business Development

of the Company and from 2007 to 2013, Mr.

Hexter was a Director or Executive Director of BioLineRx Ltd.

Hexter served as Chief Operating

Officer and VP Business Development of the Company and from 2007 to 2013, Mr.

Hexter was a Director or Executive Director of BioLineRx

(Nasdaq/TASE:

BLRX), a biopharmaceutical

development company dedicated to identifying, in-licensing and developing innovative therapeutic candidates.

Prior to his employment

with BioLineRx, Mr.

Hexter was a member of the board of directors and Chief Executive Officer of Biosensor Systems Design, Inc., a company

developing market-driven biosensors.

Hexter holds a bachelor’s degree from the University of Wisconsin and a master’s

degree in management from Boston University.

Daniel Aghion

became a director in January 2024.

Aghion has been a neurosurgeon at Memorial Neuroscience Institute in Florida since

2016, where he treats patients with a wide array of spine disorders, including severe degenerative spine diseases, spine trauma, cancer

in the spine, spine tumors, peripheral nerve surgery and more.

Aghion holds a Bachelor of Science degree from the University of Michigan

and an MD from the Sackler School of Medicine at Tel Aviv University.

He completed his residency at Rhode Island Hospital in 2015, and

a complex spine fellowship at Johns Hopkins University in Baltimore in 2016.

We believe that Dr.

Aghion’s qualifications

to serve on the Board include his extensive practical and academic medical background.

became a director in December 2019.

Mayer is currently the Managing Director and Chairman of the Board of Sigma-Aldrich

BLRX), a biopharmaceutical development company dedicated to identifying, in-licensing and developing innovative therapeutic

Prior to his employment with BioLineRx, Mr.

Hexter was a member of the board of directors and Chief Executive Officer of

Biosensor Systems Design, Inc., a company developing market-driven biosensors.

Hexter holds a bachelor’s degree from the University

of Wisconsin and a master’s degree in management from Boston University.

Daniel Aghion became a director in January 2024.

Aghion has been a neurosurgeon at Memorial Neuroscience Institute

in Florida since 2016, where he treats patients with a wide array of spine disorders, including severe degenerative spine diseases, spine

trauma, cancer in the spine, spine tumors, peripheral nerve surgery and more.

Aghion holds a Bachelor of Science degree from the

University of Michigan and an MD from the Sackler School of Medicine at Tel Aviv University.

He completed his residency at Rhode Island

Hospital in 2015, and a complex spine fellowship at Johns Hopkins University in Baltimore in 2016.

believe that Dr.

Aghion’s qualifications to serve on the Board include his extensive practical and academic medical background.

Arie Mayer became a director in December 2019.

Mayer is currently the Managing Director and Chairman of the

Board of Sigma-Aldrich Israel Ltd.

and has held that position since January 2010.

Mayer has held various roles with Sigma-Aldrich Israel Ltd.

and was instrumental in introducing and developing the Cell Culture and Molecular Biology business for Sigma Aldrich Israel Ltd.

Mayer has held various roles with Sigma-Aldrich

since 1995 and was instrumental in introducing and developing the Cell Culture and Molecular Biology business for Sigma Aldrich

Mayer holds a Bachelor of Science degree in chemistry from Hebrew University and a Ph.D.

in biochemistry from Israel Institute of Technology.

We believe that Dr.

qualifications to serve on our Board include his experience as an executive in the biotechnology industry, with knowledge in managing

large organizations, as well as his experience and relevant education in the fields of chemistry and biochemistry.

became a director in October 2007.

Sank is a South African entrepreneur and businessman, whose interests lie in entrepreneurial

endeavors and initiatives, with over 30 years’ experience of playing significant leadership roles in developing businesses.

Sank serves on the boards of a few national businesses and local non-profit charity organizations in Cape Town, where he resides.

We believe that Mr.

qualifications to serve on our Board include his years of experience in development stage businesses, as well as his experience serving

as a director of many entities.

Benjamin Shapiro

became a director in May 2023.

Shapiro is a successful entrepreneur and business professional who co-founded

The Daily Wire, a successful, industry leading, international media outlet in June 2015.

Since May 2015, he has been host of “The

Ben Shapiro Show,” a popular podcast, and he is the author of numerous New York Times best-selling books.

Shapiro earned a

in biochemistry from Israel

Institute of Technology.

believe that Dr.

Mayer’s qualifications to serve on our Board include his experience as an executive in the biotechnology industry,

with knowledge in managing large organizations, as well as his experience and relevant education in the fields of chemistry and biochemistry.

Yehuda Reznick became a director in April 2024.

Reznick served as an audit partner at Kesselman & Kesselman

CPA, a member of PricewaterhouseCoopers International Limited, from 1999 until 2014.

Prior to joining Kesselman & Kesselman, he was

a tax and audit partner at Shachak, Peer Reznick CPA for sixteen years.

Reznick currently serves on the board of directors of Oravax

Medical Inc., an affiliate of the Company.

Since 2019, Mr.

Reznick has also served on the board of directors of Hiron-Trade Investments

& Industrial Buildings Ltd (TASE:

Reznick previously served on the board of directors of Bonus Biogroup Ltd (OTC:

from 2017 to 2023.

believe that Mr.

Reznick’s qualifications to serve on the Board include his extensive operational experience and his business background

Leonard Sank became a director in October 2007.

Sank is a South African entrepreneur and businessman, whose

interests lie in entrepreneurial endeavors and initiatives, with over 30 years’ experience of playing significant leadership roles

in developing businesses.

Sank serves on the boards of a few national businesses and local non-profit charity organizations in Cape

Town, where he resides.

believe that Mr.

Sank’s qualifications to serve on our Board include his years of experience in development stage businesses, as

well as his experience serving as a director of many entities.

Benjamin Shapiro became a director in May 2023.

Shapiro is a successful entrepreneur and business professional

who co-founded The Daily Wire, a successful, industry leading, international media outlet in June 2015.

Since May 2015, he has been host

of “The Ben Shapiro Show,” a popular podcast, and he is the author of numerous New York Times best-selling books.

earned a B.A.

in Political Science from UCLA in 2004, summa cum laude, and a law degree from Harvard Law School in 2007, cum laude.

We believe that Mr.

qualifications to serve on the Board include his extensive operational experience and his business background and acumen.

Board of Directors

There are no agreements with

respect to the election of directors.

Each director is currently elected for a period of one year at our annual meeting of stockholders

and serves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal.

believe that Mr.

Shapiro’s qualifications to serve on the Board include his extensive operational experience and his business background

are no agreements with respect to the election of directors.

Each director is currently elected for a period of one year at our annual

meeting of stockholders and serves until the next such meeting and until his or her successor is duly elected or until his or her earlier

resignation or removal.

The Board may also appoint additional directors.

A director so chosen or appointed will hold office until the next annual meeting of

stockholders and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal.

The Board has determined

A director so chosen or appointed will hold office until the

next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier resignation

Board has determined that Dr.

Daniel Aghion, Dr.

Arie Mayer, Leonard Sank and Benjamin Shapiro are independent as defined under the rules promulgated by the

Arie Mayer, Yehuda Reznick, Leonard Sank and Benjamin Shapiro are independent as defined

under the rules promulgated by the Nasdaq.

Except for Dr.

Arie Mayer, who serves on the Board of Directors of Oravax, a company 63% owned by us, none of the independent

directors has any material relationship with us besides serving on our Board.

We have determined that each

of the directors is qualified to serve as a director of the Company based on a review of the experience, qualifications, attributes and

skills of each director.

In reaching this determination, we have considered a variety of criteria, including, among other things:

and integrity;

ability to review critically, evaluate, question and discuss information provided, to exercise effective business judgment

and to interact effectively with the other directors;

and willingness and ability to commit the time necessary to perform the duties

of a director.

Board Meeting Attendance

During the fiscal year ended

December 31, 2023, our Board held thirteen meetings and took action by written consent on eight occasions.

All of our directors attended

at least 75% of the aggregate number of meetings of the Board and the committees that were held during the period such director served

on the Board.

Board members are encouraged to attend our annual meetings of stockholders.

Board Evaluation Process

Our Board is committed to

continuous improvement and conducts a board and committee evaluation process each year, to ensure that our Board maintains optimal composition

and functions effectively.

As part of this process,

the members of our Board complete a confidential written assessment of the performance, oversight and composition of the Board and its

committees that is submitted to the Company secretary.

Arie Mayer and Mr.

Reznick, each of whom serves on the board of directors of

Oravax, a company 63% owned by us, none of the independent directors has any material relationship with us besides serving on our Board.

have determined that each of the directors is qualified to serve as a director of the Company based on a review of the experience, qualifications,

attributes and skills of each director.

In reaching this determination, we have considered a variety of criteria, including, among other

character and integrity;

ability to review critically, evaluate, question and discuss information provided, to exercise effective

business judgment and to interact effectively with the other directors;

and willingness and ability to commit the time necessary to perform

the duties of a director.

Meeting Attendance

During the year ended December 31, 2024, our Board held six meetings

and took action by written consent on nine occasions.

Benjamin Shapiro, all of our directors attended at least 75% of the aggregate

number of meetings of the Board and the committees that were held during the period such director served on the Board.

Board members are

encouraged to attend our annual meetings of stockholders.

Evaluation Process

Board is committed to continuous improvement and conducts a board and committee evaluation process each year, to ensure that our Board

maintains optimal composition and functions effectively.

part of this process, the members of our Board complete a confidential written assessment of the performance, oversight and composition

of the Board and its committees that is submitted to the Company secretary.

The results are then reported back to the full Board.

After the evaluations, the

Board and management work to improve upon any issues presented during the evaluation process and to identify opportunities that may lead

to further improvement.

Audit Committee and Audit Committee Financial

The members of our Audit

Committee are Dr.

Daniel Aghion, Dr.

Arie Mayer and Leonard Sank.

Our Board has determined that Dr.

Arie Mayer is an “audit committee

financial expert” as set forth in Item 407(d)(5) of Regulation S-K based on his experience as set forth above, and that all members

of the Audit Committee are “independent” as defined by the rules of the SEC and the Nasdaq rules and regulations.

Committee operates under a written charter that is posted on the “Investors” section of our website, www.oramed.com.

primary responsibilities of our Audit Committee include:

● Overseeing the accounting and financial

reporting processes of the Company and the audits of the financial statements of the Company;

● Appointing, compensating and retaining

our registered independent public accounting firm;

● Overseeing the work performed by

any outside accounting firm;

● Assisting the Board in fulfilling

its responsibilities by reviewing:

(i) the financial reports provided by us to the SEC, our

stockholders or to the general public and (ii) our internal financial and accounting controls;

● Reviewing the Company’s policies

with respect to cyber security risks and relevant contingent liabilities and risks that may

be material to the Company;

● Recommending, establishing and monitoring

procedures designed to improve the quality and reliability of the disclosure of our financial

condition and results of operations;

● Reviewing major financial risk exposures

and the steps management has taken to monitor and control such exposures, and discussing

the guidelines and polices to govern the process by which risk assessment and management

is undertaken.

Our Audit Committee met five

times and took action by written consent on four occasions during the fiscal year ended December 31, 2023.

Compensation Committee

The members of our Compensation

Committee are Dr.

the evaluations, the Board and management work to improve upon any issues presented during the evaluation process and to identify opportunities

that may lead to further improvement.

Committee and Audit Committee Financial Expert

members of our Audit Committee are Dr.

Daniel Aghion, Dr.

Arie Mayer and Yehuda Reznick.

Our Board has determined that Mr.

an “audit committee financial expert” as set forth in Item 407(d)(5) of Regulation S-K based on his experience as set forth

above, and that all members of the Audit Committee are “independent” as defined by the rules of the SEC and the Nasdaq rules

and regulations.

The Audit Committee operates under a written charter that is posted on the “Investors” section of our website,

www.oramed.com.

The primary responsibilities of our Audit Committee include:

Overseeing the accounting

and financial reporting processes of the Company and the audits of the financial statements of the Company;

Appointing, compensating

and retaining our registered independent public accounting firm;

Overseeing the work performed

by any outside accounting firm;

Assisting the Board in

fulfilling its responsibilities by reviewing:

(i) the financial reports provided by us to the SEC, our stockholders or to the general

public and (ii) our internal financial and accounting controls;

Reviewing the Company’s

policies with respect to cyber security risks and relevant contingent liabilities and risks that may be material to the Company;

Recommending, establishing

and monitoring procedures designed to improve the quality and reliability of the disclosure of our financial condition and results

of operations;

Reviewing major financial

risk exposures and the steps management has taken to monitor and control such exposures, and discussing the guidelines and polices

to govern the process by which risk assessment and management is undertaken.

Audit Committee met four times and took action by written consent on four occasions during the year ended December 31, 2024.

members of our Compensation Committee are Dr.

Daniel Aghion, Yehuda Reznick and Leonard Sank.

The Board has determined that all of the

members of the Compensation Committee are “independent” as defined by the rules of the SEC and Nasdaq rules and regulations.

The Compensation Committee operates under a written charter that is posted on the “Investors” section of our website, www.oramed.com.

The primary responsibilities of our Compensation Committee include:

Reviewing, negotiating

and approving, or recommending for approval by our Board the salaries and incentive compensation of our executive officers;

Administering our equity

based plans and making recommendations to our Board with respect to our incentive-compensation plans and equity-based plans;

Making recommendations

to our Board with respect to director compensation;

Authority to exercise all

rights, authority and functions of the Board under our Clawback Policy.

Compensation Committee meets as often as it deems necessary, without the presence of any executive officer when approving compensation,

except that the Company’s Chief Executive Officer, at the discretion of the Compensation Committee, may be present during the approval

of, or deliberations with respect to, the compensation of other executive officers.

The Compensation Committee may delegate any authority

granted to it to one or more subcommittees of the Compensation Committee, in its sole discretion.

Compensation Committee met two times and took action by written consent on four occasions during the year ended December 31, 2024.

members of our Nominating Committee are Dr.

Arie Mayer and Leonard Sank.

The Board has determined that all of the members of the Compensation

The Board has determined that all of the members of the Nominating

Committee are “independent” as defined by the rules of the SEC and Nasdaq rules and regulations.

The Compensation Committee

The Nominating Committee

operates under a written charter that is posted on the “Investors” section of our website, www.oramed.com.

The primary responsibilities

of our Compensation Committee include:

● Reviewing, negotiating and approving,

or recommending for approval by our Board the salaries and incentive compensation of our

executive officers;

● Administering our equity based plans

and making recommendations to our Board with respect to our incentive-compensation plans

and equity-based plans;

● Making recommendations to our Board

with respect to director compensation;

● Authority to exercise all rights,

authority and functions of the Board under our Clawback Policy.

The Compensation Committee

meets as often as it deems necessary, without the presence of any executive officer when approving compensation, except that the Company’s

Chief Executive Officer, at the discretion of the Compensation Committee, may be present during the approval of, or deliberations with

respect to, the compensation of other executive officers.

The Compensation Committee may delegate any authority granted to it to one

or more subcommittees of the Compensation Committee, in its sole discretion.

Our Compensation Committee

met four times and took action by written consent on four occasions during the fiscal year ended December 31, 2023.

Nominating Committee

The members of our Nominating

Committee are Dr.

Arie Mayer and Leonard Sank.

The Board has determined that all of the members of the Nominating Committee are “independent”

as defined by the rules of the SEC and Nasdaq rules and regulations.

The Nominating Committee operates under a written charter that is

posted on the “Investors” section of our website, www.oramed.com.

The primary responsibilities of our Nominating Committee

● Overseeing the composition and size

of the Board, developing qualification criteria for Board members based on background, skills,

experience and diversity, and actively seeking, interviewing and screening individuals qualified

to become Board members for recommendation to the Board;

● Recommending the composition of the

Board for each annual meeting of stockholders;

● Reviewing periodically with the Chairman

of the Board and the Chief Executive Officer the succession plans relating to positions held

by directors, and making recommendations to the Board with respect to the selection and development

of individuals to occupy those positions.

Our Nominating Committee

met twice and took action by written consent on one occasion during the fiscal year ended December 31, 2023.

Delinquent Section 16(a) Reports

Based solely upon a review

of Forms 3, 4 and 5, and amendments thereto, furnished to us during the fiscal year ended December 31, 2023, we believe that during the

fiscal year ended December 31, 2023, our executive officers, directors and all persons who own more than ten percent of a registered

class of our equity securities complied with all Section 16(a) filing requirements, except that our directors and officers failed to

timely file a Form 4 reporting their annual equity grants granted on April 17, 2023, due to a technical issue.

The Form 4s reporting

these grants were filed on April 20, 2023.

Code of Ethics

We have adopted a Code of

Ethics and Business Conduct for our senior officers, directors and employees.

A copy of the Code of Ethics and Business Conduct is located

at our website at www.oramed.com.

We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver from, a provision

of the Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer or controller, or persons performing similar

functions and that relates to the Code of Ethics by posting such information on our website, www.oramed.com.

of our Nominating Committee include:

Overseeing the composition

and size of the Board, developing qualification criteria for Board members based on background, skills, experience and diversity,

and actively seeking, interviewing and screening individuals qualified to become Board members for recommendation to the Board;

Recommending the composition

of the Board for each annual meeting of stockholders;

Reviewing periodically

with the Chairman of the Board and the Chief Executive Officer the succession plans relating to positions held by directors, and

making recommendations to the Board with respect to the selection and development of individuals to occupy those positions.

Nominating Committee met once and took one action by written consent during the year ended December 31, 2024.

have adopted a Code of Ethics and Business Conduct for our senior officers, directors and employees.

A copy of the Code of Ethics and

Business Conduct is located at our website at www.oramed.com.

We intend to satisfy the disclosure requirement regarding any amendment

to, or a waiver from, a provision of the Code of Ethics that applies to our Chief Executive Officer, Chief Financial Officer or controller,

or persons performing similar functions and that relates to the Code of Ethics by posting such information on our website, www.oramed.com .

Trading Policy

have adopted an insider trading policy, or the Policy, governing the purchase, sale and other transactions in our securities

that applies to our directors, officers, employees, including part-time and temporary employees, and other covered persons, including

immediate family members and entities controlled by any of the foregoing persons, as well as by the Company itself.

Policy prohibits, among other things, insider trading and certain speculative transactions in our securities (including short sales,

buying put and selling call options and other hedging or derivative transactions in our securities) and establishes a regular blackout

period schedule during which directors, executive officers, employees, and other covered persons may not trade in the Company’s

securities, as well as certain pre-clearance procedures that directors and executive officers must observe prior to effecting any transaction

in our securities.

Company believes that the Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations,

and listing standards applicable to the Company.

A copy of the Policy is filed as Exhibit 19.1 to this Form 10-K.

EXECUTIVE COMPENSATION.

Compensation Discussion and Analysis

This section explains the

policies and decisions that shape our executive compensation program, including its specific objectives and elements, as it relates to

our “named executive officers,” or NEOs.

Our NEOs for the year ended

December 31, 2023 are those three individuals listed in the “Summary Compensation Table” below.

The Compensation Committee

believes that our executive compensation is appropriately designed to incentivize our NEOs to work for our long-term prosperity, is reasonable

in comparison with the levels of compensation provided by comparable companies and reflects a reasonable cost.

We believe our NEOs are

critical to the achievement of our corporate goals, through which we can drive stockholder value.

The Compensation Committee

of our Board is comprised solely of independent directors as defined by Nasdaq and non-employee directors as defined by Rule 16b-3 under

the Securities Exchange Act of 1934, as amended, or the Exchange Act.

The Compensation Committee has the authority and responsibility

to review and approve the compensation of our President and Chief Executive Officer and other executive officers.

Other information concerning

the structure, roles and responsibilities of our Compensation Committee is set forth in “Board Meetings and Committees—Compensation

Committee” section.

Our executive compensation

program and our NEOs’ compensation packages are designed around the following objectives:

● attract, hire, and retain talented

and experienced executives;

● motivate, reward and retain executives

whose knowledge, skills and performance are critical to our success;

● ensure fairness among the executive

management team via recognizing the contributions of each executive to our success;

● focus executive behavior on achievement

of our corporate objectives and strategy;

● align the interests of management

and stockholders by providing management with longer-term incentives through equity ownership.

The Compensation Committee

reviews the allocation of compensation components regularly to ensure alignment with strategic and operating goals, competitive market

practices and legislative changes.

The Compensation Committee does not apply a specific formula to determine the allocation between cash

and non-cash forms of compensation.

Certain compensation components, such as base salaries, benefits and perquisites, are intended primarily

to attract, hire, and retain well-qualified executives.

Other compensation elements, such as long-term incentive opportunities, are designed

to motivate and reward performance.

Long-term incentives are intended to reward NEOs for our long-term performance and executing our

business strategy, and to strongly align NEOs’ interests with those of stockholders.

With respect to equity compensation,

the Compensation Committee makes awards to executives under our Amended and Restated 2019 Incentive Plan, or the 2019 Plan.

compensation is paid or granted based on such matters as the Compensation Committee deems appropriate, including our financial and operating

performance and the alignment of the interests of the executive officers and our stockholders.

Elements of Compensation

Our executive officer compensation

program is comprised of:

Discussion and Analysis

section explains the policies and decisions that shape our executive compensation program, including its specific objectives and elements,

as it relates to our “named executive officers,” or NEOs.

NEOs for the year ended December 31, 2024 are those three individuals listed in the “Summary Compensation Table” below.

Compensation Committee believes that our executive compensation is appropriately designed to incentivize our NEOs to work for our long-term

prosperity, is reasonable in comparison with the levels of compensation provided by comparable companies and reflects a reasonable cost.

We believe our NEOs are critical to the achievement of our corporate goals, through which we can drive stockholder value.

Compensation Committee of our Board is comprised solely of independent directors as defined by Nasdaq and non-employee directors as defined

by Rule 16b-3 under the Exchange Act.

The Compensation Committee has the authority and responsibility to review and approve the compensation

of our President and Chief Executive Officer and other executive officers.

Other information concerning the structure, roles and responsibilities

of our Compensation Committee is set forth in “Board Meetings and Committees—Compensation Committee” section.

executive compensation program and our NEOs’ compensation packages are designed around the following objectives:

attract, hire, and retain

talented and experienced executives;

motivate, reward and retain

executives whose knowledge, skills and performance are critical to our success;

ensure fairness among the

executive management team via recognizing the contributions of each executive to our success;

focus executive behavior

on achievement of our corporate objectives and strategy;

align the interests of

management and stockholders by providing management with longer-term incentives through equity ownership.

Compensation Committee reviews the allocation of compensation components regularly to ensure alignment with strategic and operating goals,

competitive market practices and legislative changes.

The Compensation Committee does not apply a specific formula to determine the allocation

between cash and non-cash forms of compensation.

Certain compensation components, such as base salaries, benefits and perquisites, are

intended primarily to attract, hire, and retain well-qualified executives.

Other compensation elements, such as long-term incentive opportunities,

are designed to motivate and reward performance.

Long-term incentives are intended to reward NEOs for our long-term performance and executing

our business strategy, and to strongly align NEOs’ interests with those of stockholders.

respect to equity compensation, the Compensation Committee makes awards to executives under our Amended and Restated 2019 Incentive Plan,

or the 2019 Plan.

Executive compensation is paid or granted based on such matters as the Compensation Committee deems appropriate, including

our financial and operating performance and the alignment of the interests of the executive officers and our stockholders.

of Compensation

executive officer compensation program is comprised of:

(i) base salary or monthly compensation;

(ii) discretionary bonus;

(iii) long-term equity incentive compensation

in the form of stock option and RSU grants;

(iii) long-term

equity incentive compensation in the form of stock option and RSU grants;

and (iv) benefits and perquisites.

In establishing overall executive

compensation levels and making specific compensation decisions for our NEOs in the year ended December 31, 2023, the Compensation Committee

considered a number of criteria, including the executive’s position, scope of responsibilities, prior base salary and annual incentive

awards and expected contribution.

Generally, our Compensation

Committee reviews and, as appropriate, approves compensation arrangements for the NEOs from time to time but not less than once each

The Compensation Committee also takes into consideration the President and Chief Executive Officer’s recommendations for

executive compensation of the other NEOs.

The President and Chief Executive Officer generally presents these recommendations at the time

of our Compensation Committee’s review of executive compensation arrangements.

During the fiscal year ended

December 31, 2023, the Compensation Committee received consulting services from Aon Solutions UK Limited., or Aon, with regard to management

compensation.

The Compensation Committee engaged the consultant to review the Company’s current compensation plans for its management

and collect and analyze data regarding management compensation at other companies comparable to the Company, in order to provide a competitive

compensation benchmark.

establishing overall executive compensation levels and making specific compensation decisions for our NEOs in the year ended December

31, 2024, the Compensation Committee considered a number of criteria, including the executive’s position, scope of responsibilities,

prior base salary and annual incentive awards and expected contribution.

our Compensation Committee reviews and, as appropriate, approves compensation arrangements for the NEOs from time to time but not less

than once each year.

The Compensation Committee also takes into consideration the President and Chief Executive Officer’s recommendations

for executive compensation of the other NEOs.

The President and Chief Executive Officer generally presents these recommendations at the

time of our Compensation Committee’s review of executive compensation arrangements.

the year ended December 31, 2024, the Compensation Committee received consulting services from Aon Solutions UK Limited., or Aon, with

regard to management compensation.

The Compensation Committee engaged the consultant to review the Company’s current compensation

plans for its management and collect and analyze data regarding management compensation at other companies comparable to the Company,

in order to provide a competitive compensation benchmark.

Aon collected SEC filings data regarding U.S.

and Israeli compensation practices and developed a peer group of

the following U.S.

and Israeli compensation practices

and developed a peer group of the following U.S.

and Israeli companies:

ALX Oncology Holdings Inc., Anavex Life Sciences Corp., Arbutus BioPharma Corporation, Atossa

Therapeutics Inc., aTyr Pharma, Inc., Chimerix, Inc., Compugen Ltd., Fulcrum Therapeutics, Inc., Gamida Cell Ltd., Immunic, Inc., Lyra

Therapeutics, Inc., Marinus Pharmaceuticals, Inc., MediciNova, Inc., Minerva Neurosciences, Inc., Rani Therapeutics, Inc., Relmada Therapeutics,

Inc., Vistagen Therapeutics, Inc.

ALX Oncology Holdings Inc., AN2 Therapeutics, Inc., Anavex Life

Sciences Corp., Atossa Therapeutics Inc., aTyr Pharma, Inc., Chimerix, Inc., Compugen Ltd., Fulcrum Therapeutics, Inc., Immunic, Inc.,

Marinus Pharmaceuticals, Inc., MediciNova, Inc., Pluri Biotech Ltd., Rani Therapeutics, Inc., Relmada Therapeutics, Inc., Rezolute, Inc.,

Vistagen Therapeutics, Inc., vTv Therapeutics Inc.

and Zevra Therapeutics, Inc..

Following its review, Aon provided recommendations for cash and equity

compensation at various percentiles for the Compensation Committee’s consideration.

The Compensation Committee

performs a review of base salaries and monthly compensation for our NEOs from time to time as appropriate.

In determining salaries, the

Compensation Committee members also take into consideration the scope of the NEOs’ responsibilities and independent third-party

market data, such as compensation surveys to industry, individual experience and performance and contribution to our clinical, regulatory,

commercial and operational performance.

None of the factors above has a dominant weight in determining the compensation of our NEOs,

and our Compensation Committee considers the factors as a whole when considering such compensation.

In addition, our Compensation Committee

uses comparative data regarding compensation paid by peer companies in order to obtain a general understanding of current trends in compensation

practices and ranges of amounts being awarded by other public companies, and not as part of an analysis or a formula.

We believe that a competitive

base salary and monthly compensation is a necessary element of any compensation program that is designed to attract and retain talented

and experienced executives.

We also believe that attractive base salaries can motivate and reward executives for their overall performance.

Base salary and monthly compensation are established in part based on the individual experience, skills and expected contributions to

our performance, as well as such executive’s performance during the prior year.

Generally, we believe that executives’ base

salaries should be targeted near the median of the range of salaries for executives in similar positions with similar responsibilities,

experience and performance at comparable companies.

Compensation adjustments are made occasionally based on changes in an executive’s

level of responsibility, company progress or on changed local and specific executive employment market conditions.

In the year ended December

31, 2023, our Compensation Committee increased the base salary of one of our NEOs by 10% (effective January 1, 2023) as it deemed this

to be a reasonable rate based on, among other factors, such NEO’s responsibilities and the report received from Deloitte Israel

during the year ended December 31, 2022, as it determined the salary was not in line with market compensation.

In January 2024, our Compensation

Committee increased the base salary of our NEOs by 10% (effective January 1, 2024, and in the case of our Chief Financial Officer, 5%

effective January 1, 2024 and an additional 5% effective June 1, 2024) as it deemed this to be a reasonable rate based on, among other

factors, such NEO’s responsibilities and the report from Aon, as it determined the salary was not in line with market compensation.

Performance Based Bonus

Our NEOs are eligible to

receive discretionary annual bonuses based upon performance.

The amount of annual bonus to our NEOs is based on various factors, including,

among others, the achievement of scientific and business goals and our financial and operational performance.

The Compensation Committee

takes into account the overall performance of the individuals, as well as the overall performance of the Company over the period being

reviewed and the recommendation of management.

For any given year, the compensation objectives vary, but relate generally to strategic

factors such as developments in our clinical path, the execution of a license agreement for the commercialization of product candidates,

the establishment of key strategic collaborations, the build-up of our pipeline and financial factors such as capital raising.

are awarded generally based on corporate performance, with adjustments made within a range for individual performance, at the discretion

of the Compensation Committee.

The Compensation Committee determines, on a discretionary basis, the size of the entire bonus pool and

the amount of the actual award to each NEO.

Following its review, Aon provided recommendations for

cash and equity compensation at various percentiles for the Compensation Committee’s consideration.

Compensation Committee performs a review of base salaries and monthly compensation for our NEOs from time to time as appropriate.

determining salaries, the Compensation Committee members also take into consideration the scope of the NEOs’ responsibilities and

independent third-party market data, such as compensation surveys to industry, individual experience and performance and contribution

to our clinical, regulatory, commercial and operational performance.

None of the factors above has a dominant weight in determining the

compensation of our NEOs, and our Compensation Committee considers the factors as a whole when considering such compensation.

our Compensation Committee uses comparative data regarding compensation paid by peer companies in order to obtain a general understanding

of current trends in compensation practices and ranges of amounts being awarded by other public companies, and not as part of an analysis

or a formula.

believe that a competitive base salary and monthly compensation is a necessary element of any compensation program that is designed to

attract and retain talented and experienced executives.

We also believe that attractive base salaries can motivate and reward executives

for their overall performance.

Base salary and monthly compensation are established in part based on the individual experience, skills

and expected contributions to our performance, as well as such executive’s performance during the prior year.

Generally, we believe

that executives’ base salaries should be targeted near the median of the range of salaries for executives in similar positions

with similar responsibilities, experience and performance at comparable companies.

Compensation adjustments are made occasionally based

on changes in an executive’s level of responsibility, company progress or on changed local and specific executive employment market

November 2024, our Compensation Committee increased the base salary of our NEOs by 15% (effective July 1, 2024 as it deemed this to be

a reasonable rate based on, among other factors, such NEO’s responsibilities and the report from Aon, as it determined the salaries

were not in line with market compensation.

NEOs are eligible to receive discretionary annual bonuses based upon performance.

The amount of annual bonus to our NEOs is based on

various factors, including, among others, the achievement of scientific and business goals and our financial and operational performance.

The Compensation Committee takes into account the overall performance of the individuals, as well as the overall performance of the Company

over the period being reviewed and the recommendation of management.

For any given year, the compensation objectives vary, but relate

generally to strategic factors such as developments in our clinical path, the execution of a license agreement for the commercialization

of product candidates, the establishment of key strategic collaborations, the build-up of our pipeline and financial factors such as

capital raising.

Bonuses are awarded generally based on corporate performance, with adjustments made within a range for individual performance,

at the discretion of the Compensation Committee.

The Compensation Committee determines, on a discretionary basis, the size of the entire

bonus pool and the amount of the actual award to each NEO.

The overall payment is also based on historic compensation of the NEOs.

We believe that annual bonuses

payable based on the achievement of short-term corporate goals incentivize our NEOs to create stockholder value and attain short-term

performance objectives.

Long-Term Equity Incentive Compensation

Long-term incentive compensation

allows the NEOs to share in any appreciation in the value of our common stock.

The Compensation Committee believes that stock participation

aligns executive officers’ interests with those of our stockholders.

Equity incentive awards are generally made at the commencement

of employment and following a significant change in job responsibilities, or to meet other special retention or performance objectives.

The amounts of the awards are designed to reward past performance and create incentives to meet long-term objectives.

Awards are made

at a level expected to be competitive within the biotechnology industry, as well as with Israeli-based companies.

Awards are made on

a discretionary basis and not pursuant to specific criteria set out in advance.

In determining the amount of each grant, the Compensation

Committee also takes into account the number of shares held by the executive prior to the grant.

The vesting schedule for NEOs generally

provides for annual installments for new grants, though the Compensation Committee also utilizes quarterly vesting from time to time,

as well as performance-based vesting.

The Compensation Committee believes that time-based vesting encourages recipients to build stockholder

value over a long period of time and that performance-based vesting encourages recipients to achieve goals that benefit the Company.

As part of its engagement

in the year ended December 31, 2023 described above, Aon also provided consulting services in connection with grants of equity awards

to our executive officers.

Aon reviewed annual long-term incentive grants at peer companies, as well as such grants made by companies

in the broader market, based on a blend of Black-Scholes valuations and grants as a percentage of the applicable company’s capitalization.

Following such consultation, the Compensation Committee is considering alternative models and equity vehicles for future equity-based

Benefits and Perquisites

Generally, benefits available

to NEOs are available to all employees on similar terms and include welfare benefits, paid time-off, life and disability insurance and

other customary or mandatory social benefits in Israel.

We provide some of our NEOs with a phone and a company car, which are customary

benefits in Israel to managers and officers.

We do not believe that the

benefits and perquisites described above deviate materially from the customary practice for compensation of executive officers by other

companies similar in size and stage of development in Israel.

These benefits represent a relatively small portion of the executive officers’

total compensation.

Say-on-Pay Vote

Our stockholders approved,

on an advisory basis, our executive compensation program at our annual meeting of stockholders held on June 30, 2022.

We did not seek

or receive any specific feedback from our stockholders concerning our executive compensation program during the past fiscal year.

Compensation Committee did not specifically rely on the results of the prior vote in making any compensation-related decisions during

the fiscal year ended December 31, 2023.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation

earned by our NEOs for the fiscal years ended December 31, 2023 and 2022.

believe that annual bonuses payable based on the achievement of short-term corporate goals incentivize our NEOs to create stockholder

value and attain short-term performance objectives.

Equity Incentive Compensation

incentive compensation allows the NEOs to share in any appreciation in the value of our common stock.

The Compensation Committee believes

that stock participation aligns executive officers’ interests with those of our stockholders.

Equity incentive awards are generally

made at the commencement of employment and following a significant change in job responsibilities, or to meet other special retention

or performance objectives.

The amounts of the awards are designed to reward past performance and create incentives to meet long-term

Awards are made at a level expected to be competitive within the biotechnology industry, as well as with Israeli-based companies.

Awards are made on a discretionary basis and not pursuant to specific criteria set out in advance.

In determining the amount of each

grant, the Compensation Committee also takes into account the number of shares held by the executive prior to the grant.

schedule for NEOs generally provides for annual installments for new grants, though the Compensation Committee also utilizes quarterly

vesting from time to time, as well as performance-based vesting.

The Compensation Committee believes that time-based vesting encourages

recipients to build stockholder value over a long period of time and that performance-based vesting encourages recipients to achieve

goals that benefit the Company.

part of its engagement in the year ended December 31, 2024 described above, Aon also provided consulting services in connection with

grants of equity awards to our executive officers.

Aon reviewed annual long-term incentive grants at peer companies, as well as such

grants made by companies in the broader market, based on a blend of Black-Scholes valuations and grants as a percentage of the applicable

company’s capitalization.

Following such consultation, the Compensation Committee is considering alternative models and equity

vehicles for future equity-based grants.

and Perquisites

benefits available to NEOs are available to all employees on similar terms and include welfare benefits, paid time-off, life and disability

insurance and other customary or mandatory social benefits in Israel.

We provide some of our NEOs with a phone and a company car, which

are customary benefits in Israel to managers and officers.

do not believe that the benefits and perquisites described above deviate materially from the customary practice for compensation of executive

officers by other companies similar in size and stage of development in Israel.

These benefits represent a relatively small portion of

the executive officers’ total compensation.

stockholders approved, on an advisory basis, our executive compensation program at our annual meeting of stockholders held on August

Over 90% of votes cast were voted “for” the compensation of our named executive officers as described in the proxy

statement for last year’s annual meeting of stockholders.

The Compensation Committee did not specifically rely on the results of

the prior vote in making any compensation-related decisions during the year ended December 31, 2024.

COMPENSATION TABLE

following table sets forth the compensation earned by our NEOs for the years ended December 31, 2024 and 2023.

Name and Principal Position

President, Chief Executive Officer and Chairman (6)

Chief Executive Officer and Chairman

Miriam Kidron

Chief Scientific Officer and director (7)

David Silberman

Scientific Officer and director (5)

Avraham Gabay (6)

Chief Financial Officer

(1) Amounts paid for Salary, Bonus and All Other

Compensation that were originally denominated in NIS were translated into U.S.

the then current exchange rate for each payment.

(2) Bonuses were granted at the discretion of

the Compensation Committee.

(3) For RSU awards, the amounts reflect the grant

date fair value, as calculated pursuant to ASC Topic 718 “Compensation–Stock

Compensation.” The assumptions used to determine the fair value of the RSU awards are

set forth in note 10 to our audited consolidated financial statements.

Our NEOs will not

realize the value of these awards in cash unless and until the awards vest and the underlying

shares are issued and subsequently sold.

(4) The amounts reflect the grant date fair value,

as calculated pursuant to ASC Topic 718, of these option awards.

The assumptions used to

determine the fair value of the option awards are set forth in note 10 to our audited consolidated

financial statements.

Our NEOs will not realize the value of these awards in cash unless

and until these awards are exercised and the underlying shares subsequently sold.

(5) See “All Other Compensation Table”

(6) Until November 1, 2022, Mr.

Kidron received

certain compensation from Oramed Ltd.

through KNRY, Ltd., an Israeli entity owned by Dr.

Miriam Kidron, or KNRY.

Beginning on November 1, 2022, Mr.

Kidron receives certain compensation

from the Company through Shnida Ltd., an Israeli entity owned by Mr.

Kidron, and certain

compensation from Oramed Ltd.

For additional information see “—Employment and

Consulting Agreements” below.

Kidron receives compensation from Oramed

through KNRY.

Amounts paid for Salary,

Bonus and All Other Compensation that were originally denominated in NIS were translated into U.S.

Dollars at the then average exchange

rate for the period.

Bonuses were granted at

the discretion of the Compensation Committee.

RSU and performance stock unit, or PSU, awards, the amounts reflect the grant date fair value, as calculated pursuant to ASC

Topic 718 “Compensation–Stock Compensation.” The assumptions used to determine

the fair value of the RSU awards are set forth in note 10 to our audited consolidated financial statements.

Our NEOs will not realize the value of these awards in cash unless and until the awards vest and

the underlying shares are issued and subsequently sold.

January 2, 2025, we granted 328,500 PSUs that shall veste upon at the earliest of (1) the closing of a JV transaction with HTIT;

or (2) the repayment to us of the value of our principal investment in Scilex plus 10%.

We modified 294,000 outstanding PSUs that

were granted, adjusting the vesting criteria and performance targets.

As of March 27, 2025, all PSUs that granted achieved the first

updated performance target.

See “All Other Compensation

Table” below.

Kidron receives compensation

from Oramed Ltd.

through KNRY, Ltd., or KNRY.

See “—Employment and Consulting Agreements” below.

All Other Compensation Table

The “All Other Compensation”

amounts set forth in the Summary Compensation Table above consist of the following:

Gabay was appointed

as Chief Financial Officer, effective June 18, 2024.

Other Compensation Table

“All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following:

Related Expenses

Relocation Expenses

Miriam Kidron

David Silberman

(1) Manager’s insurance and education funds

are customary benefits provided to employees based in Israel.

Manager’s insurance is

a combination of severance savings (in accordance with Israeli law), defined contribution

tax-qualified pension savings and disability insurance premiums.

An education fund is a savings

fund of pre-tax contributions to be used after a specified period of time for educational

or other permitted purposes.

(2) Relocation expenses represents additional

compensation for the period during which Mr.

Kidron was in the United States.

These expenses

mainly include relocation expenses, supplemental living expenses, accommodation allowances,

education allowances, health insurance and related costs.

Employment and Consulting Agreements

On July 1, 2008, Oramed Ltd.

entered into a consulting agreement with KNRY, whereby Nadav Kidron, through KNRY, provided services as President and Chief Executive

Officer of both the Company and Oramed Ltd., or the Nadav Kidron Consulting Agreement.

The Nadav Kidron Consulting Agreement was terminated,

effective November 1, 2022, and replaced with the agreements as further described below.

Additionally, on July 1, 2008, Oramed Ltd.

into a consulting agreement with KNRY whereby Dr.

Miriam Kidron, through KNRY, provides services as Chief Scientific Officer of both

the Company and Oramed Ltd., or the Miriam Kidron Consulting Agreement.

The Miriam Kidron Consulting

Agreement is terminable by either party upon 140 days prior written notice.

The agreement, as amended, provides that KNRY will be reimbursed

for reasonable expenses incurred in connection with performance of the agreement.

Pursuant to the agreement, each of KNRY and Dr.

Kidron agreed that during the term of the agreement and for a 12-month period thereafter, none of them will compete with Oramed Ltd.

Avraham Gabay

Manager’s insurance

and education funds are customary benefits provided to employees based in Israel.

Manager’s insurance is a combination of severance

savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability insurance premiums.

education fund is a savings fund of pre-tax contributions to be used after a specified period of time for educational or other permitted

and Consulting Agreements

July 1, 2008, Oramed Ltd.

entered into a consulting agreement with KNRY whereby Dr.

Miriam Kidron, through KNRY, provides services as

Chief Scientific Officer of both the Company and Oramed Ltd., or the Miriam Kidron Consulting Agreement.

Miriam Kidron Consulting Agreement is terminable by either party upon 140 days prior written notice.

The agreement, as amended, provides

that KNRY will be reimbursed for reasonable expenses incurred in connection with performance of the agreement.

Pursuant to the agreement,

each of KNRY and Dr.

Miriam Kidron agreed that during the term of the agreement and for a 12-month period thereafter, none of them will

compete with Oramed Ltd.

nor solicit employees of Oramed Ltd.

Starting January 1, 2024, Dr.

Miriam Kidron receives a monthly consulting fee of NIS 117,040.

The Nadav Kidron Consulting

Agreement was terminable by either party upon 140 days prior written notice.

The agreement, as amended, provided that KNRY will be reimbursed

for reasonable expenses incurred in connection with performance of the agreement.

Pursuant to the agreement, KNRY and Nadav Kidron each

agreed that during the term of the agreement and for a 12-month period thereafter, none of them will compete with Oramed Ltd.

employees of Oramed Ltd.

From September 1, 2021 until termination, Nadav Kidron received a monthly consulting fee of NIS 146,705.

Following the relocation

of Nadav Kidron to the State of Israel, the Company entered into two agreements with Mr.

Kidron, replacing the Nadav Kidron Consulting

Agreement, substantially on the same terms, in order to allocate his time and services between the Company and Oramed Ltd.

Effective November 1, 2022,

the Company entered into a consulting agreement with Shnida Ltd., whereby Nadav Kidron, 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.

Miriam Kidron receives a monthly consulting

fee of NIS 117,040.

Effective as of July 1, 2024, the monthly consulting fee is NIS 134,550.

November 1, 2022, the Company entered into a consulting agreement with Shnida Ltd., whereby Nadav Kidron, 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

The agreement provides that Shnida Ltd.

will be reimbursed for reasonable expenses incurred in connection with performance of

the agreement.

provides that Shnida Ltd.

will be reimbursed for reasonable expenses incurred in connection with performance of the agreement.

as of January 1, 2024, Nadav Kidron receives a monthly consulting fee of NIS 96,825.

Effective as of January 1, 2024, Nadav Kidron receives a monthly consulting fee of NIS 96,825.

Effective as of July 1,

2024, the monthly consulting fee is NIS 111,349.

Pursuant to the agreement, Shnida Ltd.

Kidron 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, we, through

Oramed Ltd., have entered into an employment agreement with Nadav Kidron, effective as of November 1, 2022, pursuant to which, effective

as of January 1, 2024, Mr.

Kidron receives gross monthly salary of NIS 51,591 in consideration for his services as President and Chief

Executive Officer of Oramed Ltd.

In addition, Mr.

Kidron is provided with a phone and a company car pursuant to the terms of his agreement.

We, through Oramed Ltd., have

entered into an employment agreement with David Silberman as of May 23, 2021, pursuant to which Mr.

Silberman was appointed as Chief Financial

Officer, Treasurer and Secretary of the Company and Oramed Ltd., effective July 5, 2021.

In accordance with the employment agreement,

as amended, Mr.

Silberman’s current gross monthly salary is NIS 49,810, effective January 1, 2024 and will increase to NIS 52,300,

effective June 1, 2024.

and Nadav Kidron 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.

addition, we, through Oramed Ltd., have entered into an employment agreement with Nadav Kidron, effective as of November 1, 2022, pursuant

to which, effective as of January 1, 2024, Mr.

Kidron receives gross monthly salary of NIS 51,591 in consideration for his services as

President and Chief Executive Officer of Oramed Ltd.

Effective as of July 1, 2024, Mr.

Kidron receives gross monthly salary of NIS 59,330

in consideration for his services as President and Chief Executive Officer of Oramed Ltd.

In addition, Mr.

Silberman is provided with a phone and a company car allowance pursuant to the terms of his agreement.

We have entered into indemnification

agreements with our directors and officers pursuant to which we agreed to indemnify each director and officer for any liability he or

she may incur by reason of the fact that he or she serves as our director or officer, to the maximum extent permitted by law.

Potential Payments upon

Termination or Change-in-Control

We have no plans or arrangements

in respect of remuneration received or that may be received by our NEOs to compensate such officers in the event of termination of employment

(as a result of resignation or retirement).

According to our NEOs’

employment agreements, upon a termination in connection with a change-in-control that occurs during the period that is three months prior

and 12 months after the event, the following “double trigger” change-in-control provisions shall apply:

President and Chief Executive Officer will be entitled to receive 18 months severance.

other NEOS will be entitled to receive 12 months severance.

shall be defined as base salary plus bonuses over the severance period.

For U.S.-based persons,

COBRA payments equivalent to healthcare benefits values will be provided over the severance

vesting acceleration of all outstanding unvested equity incentives.

Pension, Retirement or Similar Benefit Plans

We have no arrangements or

plans under which we provide pension, retirement or similar benefits for directors or executive officers.

Our directors and executive

officers may receive stock options, RSUs or restricted shares at the discretion of our Compensation Committee in the future.

Policy Relating to Recovery of Erroneously

Awarded Compensation

Our Board has adopted an

executive compensation clawback policy, administered by our Compensation Committee, which provides for the recoupment (or clawback) from

current and former executive officers of certain compensation in the event of an accounting restatement resulting from material noncompliance

with financial reporting requirements under the federal securities laws of the United States.

In the event the Company is required to

prepare an accounting restatement of its financial statements due to the Company’s material non-compliance with any financial reporting

requirement under the securities laws, the Compensation Committee will require prompt reimbursement or forfeiture of any excess incentive

compensation (as defined in the clawback policy) received by any covered executive officer during the three completed fiscal years immediately

preceding the date on which the Company is required to prepare an accounting restatement.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

The following table sets

forth information concerning stock options and stock awards held by the NEOs as of December 31, 2023.

Option Awards

Kidron is provided with a

phone and a company car pursuant to the terms of his agreement.

through Oramed Ltd., have entered into an employment agreement with Avraham Gabay as of June 6, 2024, pursuant to which Mr.

appointed as Chief Financial Officer, Treasurer and Secretary of the Company and Oramed Ltd., effective June 18, 2024.

In accordance

with the employment agreement, as amended, Mr.

Gabay’s current gross monthly salary is NIS 68,000, and he will be provided with

a company car allowance pursuant to the terms of his agreement.

have entered into indemnification agreements with our directors and officers pursuant to which we agreed to indemnify each director and

officer for any liability he or she may incur by reason of the fact that he or she serves as our director or officer, to the maximum

extent permitted by law.

Payments upon Termination or Change-in-Control

have no plans or arrangements in respect of remuneration received or that may be received by our NEOs to compensate such officers in

the event of termination of employment (as a result of resignation or retirement).

to our NEOs’ employment agreements, upon a termination in connection with a change-in-control that occurs during the period that

is three months prior and 12 months after the event, the following “double trigger” change-in-control provisions shall apply:

The President and Chief

Executive Officer will be entitled to receive 18 months severance.

All other NEOS will be

entitled to receive 12 months severance.

Severance shall be defined

as base salary plus bonuses over the severance period.

For U.S.-based persons, COBRA payments equivalent to healthcare benefits values

will be provided over the severance period.

Full vesting acceleration

of all outstanding unvested equity incentives.

Retirement or Similar Benefit Plans

have no arrangements or plans under which we provide pension, retirement or similar benefits for directors or executive officers.

directors and executive officers may receive stock options, RSUs or restricted shares at the discretion of our Compensation Committee

in the future.

Relating to Recovery of Erroneously Awarded Compensation

Our Board has adopted an executive compensation clawback policy, administered by our Compensation Committee, which provides for the recoupment

(or clawback) from current and former executive officers of certain compensation in the event of an accounting restatement resulting from

material noncompliance with financial reporting requirements under the federal securities laws of the United States.

In the event the

Company is required to prepare an accounting restatement of its financial statements due to the Company’s material non-compliance

with any financial reporting requirement under the securities laws, the Compensation Committee will require prompt reimbursement or forfeiture

of any excess incentive compensation (as defined in the clawback policy) received by any covered executive officer during the three completed years immediately preceding the date on which the Company is required to prepare an accounting restatement.

EQUITY AWARDS AT DECEMBER 31, 2024

following table sets forth information concerning stock options and stock awards held by the NEOs as of December 31, 2024.

Unexercisable

Number of shares

196,500 (3)(4)

792,082 (11)(12)(13)(14)(15)(16)

Miriam Kidron

104,000 (19)(4)

David Silberman

570,085 (24)(25)(26)(27)(29)(30)

(1) On April 9, 2014, 47,134 options were granted

to each of Nadav Kidron and Dr.

Miriam Kidron under the 2008 Plan at an exercise price of

$12.45 per share;

15,710 of such options vested on April 30, 2014 and the remainder vested

in eight equal monthly installments, commencing on May 31, 2014.

The options have an expiration

date of April 9, 2024.

(2) On June 30, 2017, 147,000 options were granted

to Nadav Kidron under the 2008 Plan at an exercise price of $7.77 per share;

49,000 of such

options vested on December 31, 2017 and the remainder vested in two equal installments of

49,000 on each of December 31, 2018 and December 31, 2019, subject to the Company share price

reaching the target of $9.50 and $12.50 per share, respectively.

174,040 (31)(32)

On June 30, 2017, 147,000

options were granted to Nadav Kidron under the 2008 Plan at an exercise price of $7.77 per share;

49,000 of such options vested on

December 31, 2017 and the remainder vested in two equal installments of 49,000 on each of December 31, 2018 and December 31, 2019,

subject to the Company share price reaching the target of $9.50 and $12.50 per share, respectively.

The options expire on June 30,

As of December 31, 2021, 98,000 of these options were forfeited.

(3) On January 31, 2018, 97,000 options were granted

to Nadav Kidron under the 2008 Plan at an exercise price of $8.14 per share;

97,000 of such

options vested in four equal installments of 24,250 on each of January 1, 2019, January 1,

2020, January 1, 2021 and January 1, 2022.

The options expire on January 31, 2028.

(4) On February 26, 2019, 196,500 options were

granted to Nadav Kidron under the 2008 Plan at an exercise price of $3.16 per share;

of such options vested in four equal installments of 49,125 on each of December 31, 2019,

December 31, 2020, December 31, 2021 and December 31, 2022.

The options expire on February

For additional information please see footnote 5 below.

(5) On September 11, 2019, these options were

canceled and re-granted under the 2019 Plan in the same amounts and under the same terms

as the original grants.

(6) On January 8, 2020, 190,000 options were granted

to Nadav Kidron under the 2019 Plan at an exercise price of $4.80 per share.

190,000 of the

options vested in four equal installments of 47,500 on each of December 31, 2020, December

31, 2021, December 31, 2022 and December 31, 2023.

The options expire on January 8, 2030.

(7) On February 3, 2021, 150,000 options were

granted to Nadav Kidron under the 2019 Plan at an exercise price of $10.40 per share.

of the options vested in three equal installments of 37,500 on each of December 31, 2021,

December 31, 2022 and December 31, 2023, and the remainder of 37,500 shall vest on December

On January 31, 2018, 97,000

options were granted to Nadav Kidron under the 2008 Plan at an exercise price of $8.14 per share;

97,000 of such options vested in

four equal installments of 24,250 on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022.

The options expire

on January 31, 2028.

On February 26, 2019, 196,500

options were granted to Nadav Kidron under the 2008 Plan at an exercise price of $3.16 per share;

196,500 of such options vested

in four equal installments of 49,125 on each of December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022.

options expire on February 26, 2029.

For additional information, see footnote 5 below.

On September 11, 2019,

these options were canceled and re-granted under the 2019 Plan in the same amounts and under the same terms as the original grants.

On January 8, 2020, 190,000

options were granted to Nadav Kidron under the 2019 Plan at an exercise price of $4.80 per share.

190,000 of the options vested in

four equal installments of 47,500 on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023.

expire on January 8, 2030.

On February 3, 2021, 150,000

options were granted to Nadav Kidron under the 2019 Plan at an exercise price of $10.40 per share.

112,500 of the options vested

in four equal installments of 37,500 on each of December 31, 2021, December 31, 2022 and December 31, 2023, and December 31, 2024.

The options expire on February 3, 2031.

(8) On January 3, 2022, 107,000 options were granted

to Nadav Kidron under the 2019 Plan at an exercise price of $13.89 per share.

26,750 options

vested on January 1, 2023, and the remainder shall vest in three equal installments of 26,750

on each of January 1, 2024, January 1, 2025 and January 1, 2026.

On January 3, 2022, 107,000

options were granted to Nadav Kidron under the 2019 Plan at an exercise price of $13.89 per share.

53,500 options vested in two equal

installments of 26,750 on each of January 1, 2023, January 1, 2024, and the remainder shall vest in two equal installments of 26,750

on January 1, 2025 and January 1, 2026.

The options expire on January 3, 2032.

(9) On September 18, 2022, 116,127 options were

granted to Nadav Kidron under the Oravax Medical Inc.

2021 Long-Term Incentive Plan at an

exercise price of $3.91 per share.

87,095 of the options vested in three installments on

each of September 18, 2022, December 31, 2022 and December 31, 2023 and the remaining 29,032

options shall vest on December 31, 2024.

On September 18, 2022,

116,127 options were granted to Nadav Kidron under the Oravax Medical Inc.

2021 Long-Term Incentive Plan at an exercise price of

$3.91 per share.

116,127 of the options vested in four installments on each of September 18, 2022, December 31, 2022, December 31,

2023 and December 31, 2024.

The options expire on September 17, 2032.

(10) On November 13, 2014, 9,788 RSUs, representing

a right to receive shares of the Company’s common stock, were granted to Nadav Kidron.

The RSUs vested in two equal installments, each of 4,894 shares, on November 30 and December

The shares of common stock underlying the RSUs will be issued upon request of the

(11) On February 23, 2015, 79,848 RSUs, representing

a right to receive shares of the Company’s common stock, were granted to Nadav Kidron.

The RSUs vested in 23 installments consisting of one installment of 6,654 shares on February

28, 2015 and 22 equal monthly installments of 3,327 shares each, commencing March 31, 2015.

On November 13, 2014, 9,788

RSUs, representing a right to receive shares of the Company’s common stock, were granted to Nadav Kidron.

The RSUs vested in

two equal installments, each of 4,894 shares, on November 30 and December 31, 2014.

The shares of common stock underlying the RSUs

will be issued upon request of the grantee.

On February 23, 2015, 79,848

RSUs, representing a right to receive shares of the Company’s common stock, were granted to Nadav Kidron.

The RSUs vested in

23 installments consisting of one installment of 6,654 shares on February 28, 2015 and 22 equal monthly installments of 3,327 shares

each, commencing March 31, 2015.

The shares of common stock underlying the RSUs will be issued upon request of the grantee.

(12) On February 3, 2021, 300,000 RSUs, representing

a right to receive shares of the Company’s common stock, were granted to Nadav Kidron.

100,000 RSUs vested in one installment on August 31, 2021 and the remainder shall vest per

the following:

100,000 shares shall vest upon our common stock achieving a specified price

per share, and 100,000 shall vest upon our achievement of certain business objectives.

On January 3, 2022, 63,000 RSUs representing a right to receive shares

of the Company’s common stock were granted to Nadav Kidron.

15,750 RSUs vested on January 1, 2023 and the shares of common stock

underlying the RSUs will be issued upon request of the grantee.

47,250 shall vest in three equal installments of 15,750 on each of January

1, 2024, January 1, 2025 and January 1, 2026.

(14) On July 28, 2022, 126,000 RSUs representing

a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

126,000 RSUs shall vest in three equal installments of 42,000 on each of January 1, 2024,

January 1, 2025 and January 1, 2026.

(15) On April 17, 2023, 279,000 RSUs representing

a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

69,750 RSUs vested in three equal quarterly installments of 23,250 starting May 1, 2023 and

the remainder of 209,250 shall vest in nine equal quarterly installments of 23,250 starting

February 1, 2024.

(16) On June 30, 2017, 69,999 options were granted

On February 3, 2021, 300,000

RSUs, representing a right to receive shares of the Company’s common stock, were granted to Nadav Kidron.

100,000 RSUs vested

on August 31, 2021 and the remainder shall vest per the following:

100,000 shares shall vest upon our common stock achieving a specified

price per share, and 100,000 shall vest upon our achievement of certain business objectives.

On January 3, 2022, 63,000

RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

The RSUs vested in

two equal installments, each of 15,750 shares on January 1, 2023 and on January 1, 2024.

The shares of common stock underlying the

RSUs will be issued upon request of the grantee.

The remainder shall vest in two equal installments of 15,750 on each of January

1, 2025 and January 1, 2026.

On July 28, 2022, 126,000

RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

42,000 RSUs vested

on January 1, 2024.

The shares of common stock underlying the RSUs will be issued upon request of the grantee.

The remainder shall

vest in two equal installments of 42,000 on each of January 1, 2025 and January 1, 2026.

On April 17, 2023, 279,000

RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

162,750 RSUs vested

in seven equal quarterly installments of 23,250 starting May 1, 2023 and the remainder of 116,250 shall vest in five equal quarterly

installments of 23,250 starting February 1, 2025.

On January 4, 2024, 329,000

RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

109,668 RSUs vested

in twelve equal quarterly installments of 27,417 starting January 8, 2024.

On January 4, 2024, 141,000

PSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

The total amount of

the PSUs shall vest when the closing price per share of Common Stock of the Company on the Nasdaq Capital Market reaches an average

of $4.00 over any 10-trading day period.

The total fair value of these PSUs on the date of grant was $691, using the Monte-Carlo

model, based on the quoted closing market share price of $2.39 on the Nasdaq Capital Market on the date of grant.

On June 30, 2017, 69,999

options were granted to Dr.

Miriam Kidron under the 2008 Plan at an exercise price of $7.77 per share;

vested in three equal installments of 23,333 on each of December 31, 2017, December 31, 2018

and December 31, 2019.

The options have an expiration date of June 30, 2027.

(17) On January 31, 2018, 47,000 options were

granted to Dr.

Such options vested in three

equal installments of 23,333 on each of December 31, 2017, December 31, 2018 and December 31, 2019.

The options have an expiration

date of June 30, 2027.

On January 31, 2018, 47,000

options were granted to Dr.

Miriam Kidron under the 2008 Plan at an exercise price of $8.14 per share;

47,000 of such options vested in four equal installments of 11,750 on each of January 1,

2019, January 1, 2020, January 1, 2021 and January 1, 2022.

The options expire on January

(18) On February 26, 2019, 104,000 options were

granted to Dr.

47,000 of such options vested

in four equal installments of 11,750 on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022.

expire on January 31, 2028.

On February 26, 2019, 104,000

options were granted to Dr.

Miriam Kidron under the 2008 Plan at an exercise price of $3.16 per share;

104,000 of such options vested in four equal installments of 26,000 on each of December 31,

2019, December 31, 2020, December 31, 2021 and December 31, 2022.

The options expire on February

For additional information please see footnote 5 above.

(19) On January 8, 2020, 100,000 options were

granted to Dr.

104,000 of such options vested

in four equal installments of 26,000 on each of December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022.

options expire on February 26, 2029.

For additional information, see footnote 4 above.

On January 8, 2020, 100,000

options were granted to Dr.

Miriam Kidron under the 2019 Plan at an exercise price of $4.80 per share.

100,000 of the options vested in four equal installments of 25,000 on each of December 31,

2020, December 31, 2021, December 31, 2022 and December 31, 2023.

100,000 of the options vested

in four equal installments of 25,000 on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023.

The options expire on January 8, 2030.

(20) On February 3, 2021, 100,000 options were

granted to Dr.

On February 3, 2021, 100,000

options were granted to Dr.

Miriam Kidron under the 2019 Plan at an exercise price of $10.40 per share.

75,000 of such options vested in three equal installments of 25,000 on each of on each of

December 31, 2021, December 31, 2022 and December 31, 2023 and the remaining 25,000 options

shall vest on December 31, 2024.

100,000 of such options vested

in four equal installments of 25,000 on each of December 31, 2021, December 31, 2022 and December 31, 2023 and December 31, 2024.

The options expire on February 3, 2031.

(21) On January 3, 2022, 72,000 options were granted

On January 3, 2022, 72,000

options were granted to Dr.

Miriam Kidron under the 2019 Plan at an exercise price of $13.89 per share.

of such options vested on January 1, 2023 and the remaining 54,000 of the options shall vest

in three equal installments of 18,000 on each of January 1, 2024, January 1, 2025 and January

36,000 of such options vested

in two equal installments of 25,000 on each of January 1, 2023 and January 1, 2024.

The remaining 36,000 of the options shall vest

in two equal installments of 25,000 on each of January 1, 2025 and January 1, 2026.

The options expire on January 3, 2032.

(22) On September 18, 2022, 32,079 options were

granted to Dr.

On September 18, 2022,

32,079 options were granted to Dr.

Miriam Kidron under the Oravax Medical Inc.

2021 Long-Term Incentive Plan

at an exercise price of $3.91 per share.

24,059 of the options vested in three installments

on each of September 18, 2022, December 31, 2022 and December 31, 2023 and the remaining

8,020 options shall vest on December 31, 2024.

2021 Long-Term Incentive Plan at an exercise price

of $3.91 per share.

32,079 of the options vested in four installments on each of September 18, 2022, December 31, 2022, December

31, 2023 and December 31, 2024.

The options expire on September 17, 2032.

(23) On February 3, 2021, 200,000 RSUs, representing

a right to receive shares of the Company’s common stock, were granted to Dr.

66,666 RSUs vested in one installment on August 31, 2021 and the remainder shall

vest per the following:

66,667 shares shall vest upon our common stock achieving a specified

price per share, and 66,667 shall vest upon our achievement of certain business objectives.

(24) On January 3, 2022, 42,000 RSUs representing

a right to receive shares of the Company’s common stock were granted to Dr.

10,500 vested on January 1, 2023 and 31,500 shall vest in three equal installments

of 10,500 on each of January 1, 2024, January 1, 2025 and January 1, 2026.

(25) On July 28, 2022, 84,000 RSUs representing

a right to receive shares of the Company’s common stock were granted to Dr.

84,000 shall vest in three equal installments of 26,000 on each of January 1, 2024,

January 1, 2025 and January 1, 2026.

(26) On April 17, 2023, 213,000 RSUs representing

a right to receive shares of the Company’s common stock were granted to Dr.

53,250 RSUs vested in three equal quarterly installments of 17,750 starting May 1,

2023 and the remainder of 159,750 shall vest in nine equal quarterly installments of 17,750

starting February 1, 2024.

The shares of common stock underlying the RSUs will be issued

upon request of the grantee.

(27) On April 17, 2023, 53,500 performance-based RSUs representing a right

to receive shares of the Company’s common stock were granted to Dr.

On February 3, 2021, 200,000

RSUs, representing a right to receive shares of the Company’s common stock, were granted to Dr.

Miriam Kidron.

120,000 RSUs vested in one installment on May

26, 2023, upon our common stock achieving a specified price per share.

The shares of common stock underlying the RSUs will be issued upon

request of the grantee.

(28) On September 1, 2021, 50,000 options were

granted to David Silberman under the 2019 Plan at an exercise price of $20.19 per share.

25,000 options vested on June 27, 2022 and June 27, 2023 and the remainder shall vest in

two equal installments of 12,500 options on each of June 27, 2024 and June 27, 2025.

options expire on September 1, 2031.

(29) On January 3, 2022, 32,000 options were granted

to David Silberman under the 2019 Plan at an exercise price of $13.89 per share.

8,000 options

vested on January 1, 2023 and the remainder shall vest in three equal installments of 8,000

on each of January 1, 2024, January 1, 2025 and January 1, 2026.

The options expire on January

(30) On September 18, 2022, 9,495 options were

granted to David Silberman under the Oravax Medical Inc.

2021 Long-Term Incentive Plan at

an exercise price of $3.91 per share.

7,121 of the options vested in two installments on

each of September 18, 2022 and December 31, 2022 and the remaining 2,374 options shall vest

on December 31, 2024.

The options expire on September 17, 2032.

(31) On September 1, 2021, 50,000 RSUs, representing

a right to receive shares of the Company’s common stock, were granted to David Silberman.

These RSUs vest as follows:

(i) 33,333 shall vest upon our common stock achieving a price

per share of $25 for at least 20 days out of any 30-day trading period and (a) if the first

condition was met any time before June 27, 2022, then the RSUs would have vested in three

equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024), (b) if the first

condition is met any time between June 27, 2022 and June 27, 2023, then 1/3 of the RSUs will

vest immediately, and the remainder will vest in two equal installments (on June 27, 2023

and June 27, 2024), (c) if the first condition is met any time between June 27, 2023 and

June 27, 2024, then 2/3 of the RSUs will vest immediately, and the remaining 1/3 will vest

on June 27, 2024) and (d) if the first condition is met any time after June 27, 2024, then

the RSUs will vest immediately;

and (ii) 16,667 upon achievement of a certain licensing agreement

as specified by the Board and (a) if the first condition was met any time before June 27,

2022, then the RSUs would have vested in three equal installments (on June 27, 2022, June

27, 2023 and June 27, 2024), (b) if the first condition is met any time between June 27,

2022 and June 27, 2023, then 1/3 of the RSUs will vest immediately, and the remainder will

vest in two equal installments (on June 27, 2023 and June 27, 2024), (c) if the first condition

is met any time between June 27, 2023 and June 27, 2024, then 2/3 of the RSUs will vest immediately,

and the remaining 1/3 will vest on June 27, 2024) and (d) if the first condition is met any

time after June 27, 2024, then the RSUs will vest immediately.

(32) On January 3, 2022, 19,000 RSUs representing

a right to receive shares of the Company’s common stock were granted to David Silberman.

4,750 RSUs vested on January 1, 2023 and 14,250 shall vest in three equal installments of

4,750 on each January 1, 2024, January 1, 2025 and January 1, 2026.

(33) On July 28, 2022, 39,000 RSUs representing

a right to receive shares of the Company’s common stock were granted to David Silberman.

39,000 shall vest in three equal installments of 13,000 on each of January 1, 2024, January

vested in one installment on August 31, 2021 and the remainder shall vest per the following:

66,667 shares shall vest upon our common

stock achieving a specified price per share, and 66,667 shall vest upon our achievement of certain business objectives.

On January 3, 2022, 42,000

RSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

21,000 vested

on two equal installments of 10,500 on each of January 1, 2023 and January 1, 2024.

The remaining 21,500 shall vest in two equal

installments of 10,500 on each of January 1, 2025 and January 1, 2026.

On July 28, 2022, 84,000

RSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

28,000 vested

on one installment on January 1, 2024.

The remaining 56,000 shall vest in two equal installments of 28,000 on each of January 1,

2025 and January 1, 2026.

(34) On April 17, 2023, 97,500 RSUs representing

a right to receive shares of the Company’s common stock were granted to David Silberman.

24,375 RSUs vested in three equal quarterly installments of 8,125 starting May 1, 2023 and

the 73,125 shall vest in nine equal quarterly installments of 8,125 starting February 1,

DIRECTOR COMPENSATION

The following table provides

information regarding compensation earned by, awarded or paid to each person for serving as a director who is not an executive officer

during the fiscal year ended December 31, 2023:

Name of Director

Arie Mayer (3)

Yadin Rozov (5)

Benjamin Shapiro (6)

(1) As of December 31, 2023, our non-employee

directors then in office held options to purchase shares of our common stock and RSUs as

Name of Director

On April 17, 2023, 213,000

RSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

124,249 RSUs vested

in seven equal quarterly installments of 17,750 starting May 1, 2023 and the remainder of 88,751 shall vest in five equal quarterly

installments of 17,750 starting February 1, 2025.

The shares of common stock underlying the RSUs will be issued upon request of the

On April 17, 2023, 53,500

performance-based RSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

120,000 RSUs vested in one installment on May 26, 2023, upon our common stock achieving a specified price per share.

The shares of

common stock underlying the RSUs will be issued upon request of the grantee.

On January 4, 2024, 295,500

RSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

The RSUs vested

in twelve equal quarterly installments of 24,625 starting January 8, 2024.

The shares of common stock underlying the RSUs will be

issued upon request of the grantee.

On January 4, 2024, 74,000

PSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

The total amount

of the PSUs shall vest when the closing price per share of Common Stock of the Company on the Nasdaq Capital Market reaches an average

of $4.00 over any 10-trading day period.

The total fair value of these PSUs on the date of grant was $691, using the Monte-Carlo

model, based on the quoted closing market share price of $2.39 on the Nasdaq Capital Market on the date of grant.

On June 21, 2024, 140,040

RSUs representing a right to receive shares of the Company’s common stock were granted to Avraham Gabay.

93,360 shall vest

in one installment on June 18, 2026 and 46,680 shall vest in four equal quarterly installments of 11,670 starting September 18, 2026.

On June 20, 2024, the Company

granted 34,000 PSUs representing a right to receive shares of the Company’s common stock to Avraham Gabay.

The total amount

of the PSUs shall vest upon the later of (i) June 18, 2026 and (ii) when the closing price per share of Common Stock of the Company

on the Nasdaq Capital Market reaches an average of $4.00 over any 10-trading day period.

The total fair value of these PSUs on the

date of grant was $73, using the Monte-Carlo model, based on the quoted closing market share price of $2.21 on the Nasdaq Capital

Market on the date of grant.

January 2, 2025, we granted 1,023,000 RSUs representing a right to receive shares of the Company’s common stock to the Company’s

executive officers.

The total amount of the RSUs shall vest in equal quarterly installments of approximately 85,249 over a three year

period starting with the first quarterly vesting on January 1, 2025.

Also on January 2, 2025, we granted 328,500 PSUs representing a

right to receive shares of the Company’s common stock to our executive officers.

The total amount of the PSUs shall vest upon at

the earliest of (1) the closing of OraTech transaction with HTIT;

or (2) the repayment to the Company of the value of its principal investment

in Scilex plus 10%.

The total fair value of these PSUs on the date of grant was $792 based on the quoted closing market share price of

$2.41 on the Nasdaq Capital Market on the date of grant.

As of March 27, 2025, all PSUs that were granted to the Company’s executive

officers achieved the first updated performance target.

following table provides information regarding compensation earned by, awarded or paid to each person for serving as a director who is

not an executive officer during the year ended December 31, 2024:

As of December 31, 2024,

our non-employee directors then in office held options to purchase shares of our common stock and RSUs as follows:

Arie Mayer (4)

Yadin Rozov (5)

Benjamin Shapiro (6)

(2) The amounts reflect the grant date fair value,

as calculated pursuant to ASC 718, of these option awards.

The assumptions used to determine

the fair value of the option awards are set forth in note 10 to our audited consolidated

financial statements included in the Annual Report.

Our directors will not realize the value

of these awards in cash unless and until these awards are exercised and the underlying shares

subsequently sold.

(3) Includes $15,000 in additional director fees

Mayer in his capacity as a director during the fiscal year ended December 31,

(4) Includes 15,398 option awards granted by Oravax

amounts reflect the grant date fair value, as calculated pursuant to ASC 718, of these option

The assumptions used to determine the fair value of the option awards are set forth

in note 10 to our audited consolidated financial statements included in the Annual Report.

Our directors will not realize the value of these awards in cash unless and until these awards

are exercised and the underlying shares subsequently sold.

Reznik joined the Board effective on April 1, 2024.

Includes 15,398 option

awards granted by Oravax for Dr.

Mayer’s service as a member of the Board of Directors of Oravax.

Rozov resigned from the Board on January

Shapiro joined the Board on May 1, 2023.

Our directors are entitled

to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board.

Based on a report provided to the Compensation Committee by Aon in 2023, effective as of January 1, 2024, each independent director is

entitled to receive as remuneration for his or her service as a member of the Board a sum equal to $30,000 and a grant of 5,070 RSUs

The Chairman of our Board is entitled to receive an additional sum equal to $25,500.

The members of our Audit Committee are

each entitled to receive an additional sum equal to $6,000 and a grant of 2,230 RSUs.

The members of our Compensation Committee are each

entitled to receive an additional sum equal to $4,500 and a grant of 1,520 RSUs.

The members of our Nominating Committee are each entitled

to receive an additional sum equal to $4,000 and a grant of 505 RSUs.

All cash remuneration is to be paid quarterly after the close of

each quarter.

The RSUs vest on April 1, July 1, October 1 and January 1 of each year, subject to Compensation Committee approval each

Our executive officers did not receive additional compensation for service as directors.

The Board may award special remuneration

to any director undertaking any special services on behalf of us other than services ordinarily required of a director.

Other than as described above,

we have no present formal plan for compensating our directors for their service in their capacity as directors.

Other than indicated

above, no director received and/or accrued any compensation for his services as a director, including committee participation and/or

special assignments during the year ended December 31, 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Stock Option Plans

Our Board adopted the 2008

Plan and the 2019 Plan in order to attract and retain quality personnel.

The 2008 Plan, which is no

longer utilized for new grants, provided for the grant of stock options, restricted stock, RSUs, and stock appreciation rights, collectively

referred to as “awards.” Under the 2008 Plan, as amended, 2,400,000 shares were reserved for the grant of awards.

As of December

31, 2023, options with respect to 2,287,989 shares had been granted, of which 275,673 had been forfeited, 308,804 had been exercised

and 1,310,586 have expired.

As of December 31, 2023, 525,824 RSUs had been granted, of which 89,636 have vested and the shares of common

stock underlying those RSUs have not been issued and 34,118 have been forfeited.

The 2019 Plan provides for

the grant of stock options, restricted stock, RSUs, and stock appreciation rights, collectively referred to as “awards.” Under

the 2019 Plan, 1,000,000 shares were initially reserved for the grant of awards.

On June 29, 2020, and August 3, 2020, respectively, our

Rozov resigned from

the Board on January 17, 2024 and forfeited his unvested RSUs and Options.

Aghion joined the Board

on January 1, 2024.

directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance

at meetings of our Board.

Based on a report provided to the Compensation Committee by Aon in 2023, effective as of January 1, 2024, each

independent director is entitled to receive as remuneration for his or her service as a member of the Board a sum equal to $30,000 and

a grant of 5,070 RSUs per annum.

The Chairman of our Board is entitled to receive an additional sum equal to $25,500, other than if

the Chairman is an executive officer.

The members of our Audit Committee are each entitled to receive an additional sum equal to $6,000

and a grant of 2,230 RSUs.

The members of our Compensation Committee are each entitled to receive an additional sum equal to $4,500 and

a grant of 1,520 RSUs.

The members of our Nominating Committee are each entitled to receive an additional sum equal to $4,000 and a grant

All cash remuneration is to be paid quarterly after the close of each quarter.

The RSUs vest on April 1, July 1, October

1 and January 1 of each year, subject to Compensation Committee approval each year.

Our executive officers did not receive additional

compensation for service as directors.

The Board may award special remuneration to any director undertaking any special services on behalf

of us other than services ordinarily required of a director.

January 2, 2025 the Compensation Committee, approved that in addition to the current annual compensation for the board members, a flat

cash fee of $500 per meeting will be paid to each director for attendance at every meeting beyond six meetings per year, and an additional

$2,000 in cash will be paid to each director per meeting of over three hours which he or she attends, regardless of the number of meetings.

than as described above, we have no present formal plan for compensating our directors for their service in their capacity as directors.

Other than indicated above, no director received and/or accrued any compensation for his services as a director, including committee

participation and/or special assignments during the year ended December 31, 2024.

In addition, during 2024 the directors granted an aggregate

of 142,500 RSUs that will vest in three equal annual installments starting January 1, 2025.

Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

do not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation at certain times.

not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price

of our common stock, and do not time the public release of such information based on award grant dates.

The timing of any equity grants

to executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied to the event giving

rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

the year ended December 31, 2024, there were no equity grants made to our executive officers during any period beginning four business

days before the filing of a periodic report or current report disclosing material non-public information and ending one business day

after the filing or furnishing of such report with the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Board adopted the 2008 Plan and the 2019 Plan in order to attract and retain quality personnel.

2008 Plan, which is no longer utilized for new grants, provided for the grant of stock options, restricted stock, RSUs, and stock appreciation

rights, collectively referred to as “awards.” Under the 2008 Plan, as amended, 2,400,000 shares were reserved for the grant

As of December 31, 2024, options with respect to 2,287,989 shares had been granted, of which 275,673 had been forfeited, 308,804

had been exercised and 1,420,504 have expired.

As of December 31, 2024, 525,824 RSUs had been granted, none of them have vested and the

shares of common stock underlying those RSUs have not been issued and 34,118 have been forfeited.

2019 Plan provides for the grant of stock options, restricted stock, RSUs, and stock appreciation rights, collectively referred to as

“awards.” Under the 2019 Plan, 1,000,000 shares were initially reserved for the grant of awards.

On June 29, 2020, and August

3, 2020, respectively, our Board and stockholders approved to amend and restate the 2019 Plan, the principal change being an increase

in the number of shares of common stock available under the 2019 Plan from 1,000,000 shares to 3,000,000 shares.

On June 30, 2022, our

Board and stockholders approved to amend and restate the 2019 Plan, the principal change being an increase in the number of shares of

common stock available under the 2019 Plan from 3,000,000 shares to 7,500,000 shares.

On June 30, 2022, our Board and stockholders approved

to amend and restate the 2019 Plan, the principal change being an increase in the number of shares of common stock available under the

2019 Plan from 3,000,000 shares to 7,500,000 shares.

Stock options granted under the 2019 Plan may be either incentive stock options under

the provisions of Section 422 of the Code, or non-qualified stock options.

Under the amended 2019 Plan, 7,500,000 shares are reserved

for the grant of awards, which may be issued at the discretion of our Board from time to time.

As of December 31, 2023, options with respect

to 1,863,646 shares have been granted, of which 232,918 had been forfeited, 66,978 had been exercised and none of them were expired.

of December 31, 2023, 3,015,600 RSUs had been granted, of which 122,500 have vested and the shares of common stock underlying those RSUs

have not been issued and 371,751 have been forfeited.

Since the Company had granted options during the time after the 2008 Plan allegedly

terminated, and out of an abundance of caution, the Company canceled these grants and re-granted certain of the options under 2019 Plan

in the same amounts and under the same terms as the original grants.

The following table sets

forth additional information with respect to our equity compensation plans as of December 31, 2023:

Stock options granted under the 2019 Plan may be

either incentive stock options under the provisions of Section 422 of the Code, or non-qualified stock options.

Under the amended 2019

Plan, 7,500,000 shares are reserved for the grant of awards, which may be issued at the discretion of our Board from time to time.

of December 31, 2024, options with respect to 1,863,646 shares have been granted, of which 282,043 had been forfeited, 66,978 had been

exercised and none of them were expired.

As of December 31, 2024, 4,808,060 RSUs had been granted, of which 290,125 have vested and the

shares of common stock underlying those RSUs have not been issued and 808,196 have been forfeited.

Since the Company had granted options

during the time after the 2008 Plan allegedly terminated, and out of an abundance of caution, the Company canceled these grants and re-granted

certain of the options under 2019 Plan in the same amounts and under the same terms as the original grants.

following table sets forth additional information with respect to our equity compensation plans as of December 31, 2024:

Plan category

1 unchanged sentence

available for

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth

certain information regarding the beneficial ownership of our common stock as of March 6, 2024 by:

(1) each person who is known by us

to own beneficially more than 5% of our common stock;

Equity compensation plans approved

by security holders

Equity compensation plans not approved by security

Ownership of Certain Beneficial Owners and Management

following table sets forth certain information regarding the beneficial ownership of our common stock as of March 27, 2025 by:

person who is known by us to own beneficially more than 5% of our common stock;

(2) each of our current directors;

(3) each of our NEOs;

and (4) all of our directors

and executive officers as a group.

and (4) all of our directors and executive officers as a group.

On such date, we had 40,850,455 shares of common stock outstanding.

As used in the table below

and elsewhere in this form, the term “beneficial ownership” with respect to a security consists of sole or shared voting

power, including the power to vote or direct the vote, and/or sole or shared investment power, including the power to dispose or direct

the disposition, with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including

a right to acquire such power(s) during the 60 days following March 6, 2024.

Inclusion of shares in the table does not, however, constitute

an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Unless otherwise indicated, (1) each

person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse)

with respect to all shares of common stock listed as owned by that person or entity and (2) the address of each of the individuals named

used in the table below and elsewhere in this form, the term “beneficial ownership” with respect to a security consists of

sole or shared voting power, including the power to vote or direct the vote, and/or sole or shared investment power, including the power

to dispose or direct the disposition, with respect to the security through any contract, arrangement, understanding, relationship or

otherwise, including a right to acquire such power(s) during the 60 days following March 27, 2025.

Inclusion of shares in the table does

not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Unless otherwise

indicated, (1) each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s

spouse) with respect to all shares of common stock listed as owned by that person or entity and (2) the address of each of the individuals

named below is:

c/o Oramed Pharmaceuticals Inc., 1185 Avenue of the Americas, Third Floor, New York, New York 10036.

Name and Address of Beneficial Owner

and Address of Beneficial Owner

Nadav Kidron #+

1 unchanged sentence

Miriam Kidron #+

David Silberman+

1,256,332 (2)

Avraham Gabay+

Daniel Aghion #

Yehuda Reznik#

Leonard Sank #

1 unchanged sentence

1,930,070 (6)

All current executive officers and directors, as a group (eight persons)

All current executive officers and directors,

as a group (nine persons)

7,533,336 (7)

* Less than 1%

(1) Includes 745,634 shares of common stock issuable

upon the exercise of outstanding stock options, 50,667 shares of common stock issuable upon

the vesting of RSUs, and 163,136 shares of common stock underlying vested RSUs that are issuable

upon request.

Nadav’s beneficial ownership includes the 218,603 shares of common

stock held by Xiaopeng Li, a former director of the Company, over which he holds a proxy.

(2) Includes 479,133 shares of common stock issuable

upon the exercise of outstanding stock options, 42,375 shares of common stock issuable upon

the vesting of RSUs, and 187,625 shares of common stock underlying vested RSUs that are issuable

upon request.

(3) Includes 41,000 shares of common stock issuable

upon the exercise of outstanding stock options and 19,500 shares of common stock issuable

upon the vesting of RSUs.

(4) Includes 2,206 shares of common stock issuable

upon the vesting of RSUs.

(5) Includes 25,000 shares of common stock issuable

upon the exercise of outstanding stock options and 4,832 shares of common stock issuable

upon the vesting of RSUs.

(6) Includes 54,867 shares of common stock issuable

upon the exercise of outstanding stock options and 4,832 shares of common stock issuable

upon the vesting of RSUs.

(7) Includes 2,935 shares of common stock issuable

upon the vesting of RSUs.

Includes 1,501,134 shares of common stock issuable upon the exercise of options beneficially owned by the referenced persons, 127,347 shares of common stock issuable upon the vesting of RSUs and 350,761 shares of common stock underlying vested RSUs that are issuable upon request.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

During the years ended December

31, 2023 and 2022, except for compensation arrangements described elsewhere herein, we did not participate in any transaction, and we

are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser

of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which, to our

knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing

persons had, or will have, a direct or indirect material interest.

Our policy is to enter into

transactions with related persons on terms that, on the whole, are no less favorable than those available from unaffiliated third parties.

Based on our experience in the business sectors in which we operate and the terms of our transactions with unaffiliated third parties,

we believe that all of the transactions described below met this policy standard at the time they occurred.

All related person transactions

are approved by our Board.

The Board has determined

Greater than 5% holders

BML Investment Partners, L.P.

2,643,907 (8)

Includes 953,884 shares of common stock issuable upon the exercise of

outstanding stock options, 86,791 shares of common stock issuable upon the vesting of RSUs.

Nadav’s beneficial ownership includes

the 218,603 shares of common stock held by Xiaopeng Li, a former director of the Company, over which he holds a proxy.

Includes 474,999 shares

of common stock issuable upon the exercise of outstanding stock options, 59,625 shares of common stock issuable upon the vesting

of RSUs, and 610,917 shares of common stock underlying vested RSUs that are issuable upon request.

Includes 15,666 shares

of common stock issuable upon the vesting of RSUs.

Includes 27,500 shares

of common stock issuable upon the exercise of outstanding stock options and 2,500 shares of common stock issuable upon the vesting

Includes 44,273 shares

of common stock issuable upon the exercise of outstanding stock options and 2,500 shares of common stock issuable upon the vesting

Includes 1,666 shares of

common stock issuable upon the vesting of RSUs.

Includes 1,677,656 shares

of common stock issuable upon the exercise of options beneficially owned by the referenced persons, 208,997 shares of common stock

issuable upon the vesting of RSUs and 610,917 shares of common stock underlying vested RSUs that are issuable upon request.

Based on Schedule 13G/A,

filed on February 13, 2025.

BML Investment Partners, L.P.

is a Delaware limited partnership whose sole general partner is BML Capital

Management, LLC.

The managing member of BML Capital Management, LLC is Braden M.

As a result, Braden M.

Leonard is deemed

to be the indirect owner of the shares held directly by BML Investment Partners, L.P.

Despite such shared beneficial ownership, the

reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b)(1) of the Exchange Act.

address of BML Investment Partners, L.P.

is 65 E Cedar, Suite 2 Zionsville, IN 46077.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

the years ended December 31, 2024 and 2023, except for compensation arrangements described elsewhere herein, we did not participate in

any transaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved

exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed years,

and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the immediate

family of the foregoing persons had, or will have, a direct or indirect material interest.

policy is to enter into transactions with related persons on terms that, on the whole, are no less favorable than those available from

unaffiliated third parties.

Based on our experience in the business sectors in which we operate and the terms of our transactions with

unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred.

All related person transactions are approved by our Board.

Board has determined that Dr.

Daniel Aghion, Dr.

Arie Mayer, Leonard Sank and Benjamin Shapiro are independent as defined under the rules promulgated by Nasdaq.

Arie Mayer, Yehuda Reznick, Leonard Sank and Benjamin Shapiro are independent as defined

under the rules promulgated by Nasdaq.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed

by Kesselman & Kesselman, independent registered public accounting firm, and member firm of PricewaterhouseCoopers International

Limited, for services rendered to us during the fiscal years ended December 31, 2023 and 2022:

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees

(1) Amount represents fees paid for professional

services for the audit of our consolidated financial statements, review of our interim condensed

consolidated financial statements included in quarterly reports and services that are normally

provided by our independent registered public accounting firm in connection with statutory

and regulatory filings or engagements.

(2) Represents fees paid for services rendered in connection with

at-the-market offering related fees for fiscal year 2022, and fees rendered in connection with the Israeli Innovation Authority requirements.

Represents fees paid for services rendered with the Israeli Innovation Authority requirements.

(3) Represents fees paid for tax consulting

SEC rules require that before

the independent registered public accounting firm are engaged by us to render any auditing or permitted non-audit related service, the

engagement be:

The aggregate fees billed by Kesselman & Kesselman, Certified Public

Accountants (Isr.), a member of PricewaterhouseCoopers International Limited, independent registered public accounting firm, for services

rendered to us during the years ended December 31, 2024 and 2023:

Audit-Related

Amount represents fees

paid for professional services for the audit of our consolidated financial statements, review of our interim condensed consolidated

financial statements included in quarterly reports and services that are normally provided by our independent registered public accounting

firm in connection with statutory and regulatory filings or engagements.

Represents fees paid for

services rendered in connection with the IIA requirements.

Represents fees paid for

tax consulting services.

rules require that before the independent registered public accounting firm are engaged by us to render any auditing or permitted non-audit

related service, the engagement be:

(1) pre-approved by our Audit Committee;

or (2) entered into pursuant to pre-approval policies and procedures established

by the Audit Committee, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed

of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

The Audit Committee pre-approves

all services provided by our independent registered public accounting firm.

All of the above services and fees were reviewed and approved

by the Audit Committee before the services were rendered.

or (2) entered into pursuant to pre-approval policies and

procedures established by the Audit Committee, provided the policies and procedures are detailed as to the particular service, the Audit

Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities

to management.

Audit Committee pre-approves all services provided by our independent registered public accounting firm.

All of the above services and

fees were reviewed and approved by the Audit Committee before the services were rendered.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Index to Financial Statements

The following consolidated financial

statements are filed as part of this Annual Report on Form 10-K:

Index to Financial Statements

following consolidated financial statements are filed as part of this Annual Report on Form 10-K:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name:

3 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS:

Balance sheets F-2

Statements of income (loss) F-3

Statements of changes in equity F-4

Statements of cash flows F-5

Notes to financial statements F-6 - F-34

Report of Independent Registered Public Accounting

To the Board of Directors and Stockholders of Oramed Pharmaceuticals

Consolidated Balance Sheets F-3

Consolidated Statements of Comprehensive Income (Loss) F-4

Consolidated Statements of Changes in Equity F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated financial Statements F-7 - F-43

of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Oramed Pharmaceuticals Inc.

Opinion on the Financial Statements

2 unchanged sentences

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the

related consolidated statements of income (loss), changes in equity and cash flows for the years then ended, including the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its

operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States

related consolidated statements of comprehensive income (loss), changes in equity and cash flows for the years then ended, including the

related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results

of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United

States of America.

Basis for Opinion

7 unchanged sentences

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated

financial statements in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing

an opinion on the effectiveness of the Company’s internal control over financial reporting.

We conducted our audits of these consolidated financial statements

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance

about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not

required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we

are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

9 unchanged sentences

Critical Audit Matters

audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated

or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated

financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit

matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating

the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which

at fair value

in Note 4 to the consolidated financial statements, the Company has $110,188 thousand investments at fair value recorded as of December

31, 2023 relating to the note and warrants issued to the Company by Scilex Holding Company.

Management applied significant judgment in

estimating the fair value of the investments recorded, which also impacted the results of operations of the Company by approximately $15,638

The critical audit matter communicated below is

a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated

to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and

(ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter

in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Investments at fair value

As described in Note 4 to the consolidated financial statements, the

Company has approximately $34,808 thousand investments at fair value recorded as of December 31, 2024 relating to Tranche A note, Tranche

B note, warrants and royalty purchase agreement payment issued to the Company by Scilex Holding Company.

Management applied significant

judgment in estimating the fair value of the investments recorded, which also impacted the results of operations of the Company by approximately

$4,359 thousand for the change in fair value of such investments in the year ended December 31, 2024.

The fair value estimation involved the

use of significant estimates and assumptions with respect to the repayment date of the note and the related amounts of the note and warrants.

The principal

considerations for our determination that performing procedures relating to investments at fair value is a critical audit matter are (i)

the high degree of auditor judgment and subjectivity in performing procedures relating to the fair value measurement of the investments

recorded, due to significant judgment by management when developing the estimate;

(ii) significant audit effort in evaluating the significant

assumptions relating to the repayment date of the note and the related amounts of the note and warrants;

and (iii) the audit effort involved

the use of professionals with specialized skill and knowledge.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included, among others (i) reading the related agreements and (ii) testing management’s process

for estimating the fair value of the investments.

Testing management’s process included evaluating the appropriateness of the valuation

methods, testing the completeness and accuracy of the data provided by management, and evaluating the reasonableness of significant assumptions

related to the repayment date.

The fair value estimation involved

the use of significant estimates and assumptions with respect to the repayment dates and amounts of the notes and royalties.

The principal considerations for our determination that performing

procedures relating to investments at fair value is a critical audit matter are (i) the high degree of auditor judgment and subjectivity

in performing procedures relating to the fair value measurement of the investments recorded, due to significant judgment by management

when developing the estimate;

(ii) significant audit effort in evaluating the significant assumptions relating to the repayment dates

and amounts of the notes and royalties;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating

audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among

others (i) reading the related agreements and (ii) testing management’s process for estimating the fair value of the investments.

Testing management’s process included evaluating the appropriateness of the valuation methods, testing the completeness and accuracy

of the data provided by management, and evaluating the reasonableness of significant assumptions related to the repayment dates and amounts

of the notes and royalties.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s

4 unchanged sentences

March 27, 2025

We have served as the Company’s auditor

Kesselman & Kesselman, Trade Tower, 25 Hamered Street, Tel-Aviv

We have served as the Company’s auditor since

Kesselman & Kesselman, 146 Derech Menachem Begin St.

6492103, Israel,

1 unchanged sentence

+972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il

ORAMED PHARMACEUTICALS INC.

PHARMACEUTICALS INC.

CONSOLIDATED BALANCE SHEETS

1 unchanged sentence

CURRENT ASSETS:

Cash and cash equivalents

Short-term deposits (note 2)

Marketable securities (note 3)

Investments at fair value (note 4)

Prepaid expenses and other current assets

Total current assets

cash equivalents

Short-term deposits

Marketable securities

Investments at fair

value (note 4)

expenses and other current assets

current assets

LONG-TERM ASSETS:

Long-term deposits

Investments at fair value (note 4)

Marketable securities (note 3)

Other non-marketable equity securities (note 5)

Amounts funded in respect of employee rights upon retirement

Property and equipment, net

Operating lease right of use assets

Total long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Investments at fair

value (note 4)

Marketable securities

Other non-marketable

equity securities (note 5)

Amounts funded in respect

of employee rights upon retirement

Property and equipment,

lease right of use assets

long-term assets

LIABILITIES AND STOCKHOLDERS’

CURRENT LIABILITIES:

Accounts payable and accrued expenses (note 6)

Short-term borrowings (note 7)

Deferred revenues

Payable to related parties (note 13b)

Operating lease liabilities

Total current liabilities

Accounts payable and

accrued expenses (note 6)

Short-term borrowings

Payable to related parties

lease liabilities

current liabilities

LONG-TERM LIABILITIES:

Long-term deferred revenues

Employee rights upon retirement

Provision for uncertain tax position (note 12f)

Employee rights upon

Provision for uncertain

tax position (note 12f)

Operating lease liabilities

Other liabilities

Total long-term liabilities

long-term liabilities

COMMITMENTS (note

EQUITY ATTRIBUTABLE TO COMPANY’S STOCKHOLDERS’:

EQUITY ATTRIBUTABLE TO COMPANY’S

STOCKHOLDERS:

Common stock, $ 0.012 par value ( 60,000,000 authorized shares as of December 31, 2024 and December 31, 2023;

4 unchanged sentences

Non-controlling interests

Total liabilities and equity

The accompanying notes are an integral part

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

liabilities and equity

accompanying notes are an integral part of the consolidated financial statements.

PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

In thousands (except share and per share data)

3 unchanged sentences

OPERATING LOSS

INTEREST EXPENSES

INCOME (EXPENSES), NET (note 11a)

INTEREST EXPENSES (note 11b)

FINANCIAL INCOME (EXPENSES), NET (note 11a)

INCOME (LOSS) BEFORE TAX EXPENSES

NET LOSS (INCOME)

NET INCOME (LOSS)

NET INCOME (LOSS) ATTRIBUTABLE TO:

6 unchanged sentences

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING DILUTED INCOME (LOSS) PER SHARE OF COMMON STOCK

The accompanying notes are an integral part

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

accompanying notes are an integral part of the consolidated financial statements.

PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

2 unchanged sentences

BALANCE AS OF JANUARY 1, 2024

SHARES ISSUED FOR SERVICES

ISSUANCE OF COMMON STOCK, NET

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION OF SUBSIDIARY

NET INCOME (LOSS)

REPURCHASE AND RETIREMENT OF COMMON STOCK

BALANCE AS OF DECEMBER 31, 2024

* Represents an amount of less than $1.

to Company’s Stockholders

3 unchanged sentences

ISSUANCE OF COMMON STOCK, NET

EXERCISE OF WARRANTS AND OPTIONS

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION OF SUBSIDIARY

TAX WITHHOLDINGS RELATED TO STOCK-BASED COMPENSATION SETTLEMENTS

NET INCOME (LOSS)

BALANCE AS OF DECEMBER 31, 2023

The accompanying notes are an integral part

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

* Represents an amount of less than $1.

accompanying notes are an integral part of the consolidated financial statements.

PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

2 unchanged sentences

Adjustments required to reconcile net income (loss) to net cash used in operating activities:

Gain from selling fixed assets

Exchange differences and interest on deposits and held to maturity bonds

Exchange differences, accrued interest on deposits and held to maturity bonds

Changes in fair value of investments

2 unchanged sentences

Funds in respect of employee rights upon retirement

Accrued interest on short-term borrowings to maturity

Change in accrued interest on short-term borrowings to maturity

Changes in operating assets and liabilities:

8 unchanged sentences

Purchase of property and equipment

Proceeds from selling fixed assets

Purchase of short-term deposits

Purchase of long-term deposits

Proceeds from redemption of short-term deposits

Exercise of Closing Penny Warrants and Subsequent Penny Warrants

Long-term investments

Proceeds from long-term deposits

Proceeds from long-term investments

Proceeds from redemption of short-term deposits

Proceeds from maturity of held to maturity securities

Funds in respect of employee rights upon retirement

Total net cash provided by (used in) investing activities

1 unchanged sentence

Proceeds from issuance of common stock, net of issuance costs

Proceeds from exercise of warrants and options

Repurchase and retirement of common stock

Loans received

Tax withholdings related to stock-based compensation settlements

Total net cash provided by financing activities

Total net cash provided by (used in) financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

6 unchanged sentences

(B) SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:

2024 Refinancing Tranche A

2024 Refinancing Tranche B

Excise tax for repurchase and retirement of common stock

Recognition of operating lease right-of-use assets and liabilities

The accompanying notes are an integral part

of the consolidated financial statements

ORAMED PHARMACEUTICALS INC.

Derecognition of right-of-use asset

Derecognition of lease liability

accompanying notes are an integral part of the consolidated financial statements

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:

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 February 17, 2006, the Company entered

into an agreement with Hadasit Medical Services and Development Ltd.

to acquire the provisional patent related to an orally ingestible

insulin capsule to be used for the treatment of individuals with diabetes.

On May 14, 2007, the Company incorporated

a wholly-owned subsidiary in Israel, Oramed Ltd.

(the “Subsidiary”), which is engaged in research and development.

On July 30, 2019, the Subsidiary incorporated

a wholly-owned subsidiary in Hong Kong, Oramed HK Limited (the “Hong Kong Subsidiary”).

As of December 31, 2023, the Hong

Kong Subsidiary has no operations.

- SIGNIFICANT ACCOUNTING POLICIES:

Pharmaceuticals Inc.

(collectively with its subsidiaries, the “Company,” unless the context indicates otherwise), a Delaware

corporation, was incorporated on April 12, 2002.

February 17, 2006, the Company entered into an agreement with Hadasit Medical Services and Development Ltd.

to acquire the provisional

patent related to an orally ingestible insulin capsule to be used for the treatment of individuals with diabetes.

May 14, 2007, the Company incorporated a wholly-owned subsidiary in Israel, Oramed Ltd.

(the “Subsidiary”), which is engaged

in research and development.

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., Premas Biotech Pvt.

Ltd., 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, on a fully diluted basis, 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 or 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.

In 2023, the Company 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 and age, responded well to oral insulin.

subsets exhibited an over 1 % placebo adjusted, statistically significant, reduction in HbA1c.

Based on this analysis, the Company is working

on a protocol for a new Phase 3 clinical trial to be submitted to the U.S.

Food and Drug Administration (the “FDA”).

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.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

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 conducted a strategic review process.

As a result, the Company is currently incurring lower research and development and sales and marketing expenses.

The Company is working

on a protocol for a new Phase 3 clinical trial to be submitted to the FDA.

Concurrently, the Company is examining its existing pipeline

and has commenced an evaluation process of potential strategic opportunities.

Based on the Company’s current

cash resources and commitments, the Company believes it will be able to maintain its current planned development 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

into a license agreement with Oravax Medical Inc.

(“Oravax”) and holds 63 % of the issued and outstanding share capital of

Oravax, on a fully diluted basis, as of the date of issuance.

Consequently, Oramed consolidates Oravax in its consolidated financial statements

since that time.

July 1, 2024, the Company incorporated a wholly-owned subsidiary in Nevada, Oramed NewCo, Inc.

(“OraTech”), which intends

to serve as the company for the joint venture with Hefei Tianhui Biotech Co., Ltd.

(“HTIT”), see note 15 (b)

January 11, 2023, the Company announced that the ORA-D-013-1 Phase 3 trial did not meet its primary or secondary endpoints.

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.

2023, the Company 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 and age, responded well to oral insulin.

These subsets exhibited

an over 1 % placebo adjusted, statistically significant, reduction in HbA1c.

Based on this analysis, on September 12, 2024 the Company

submitted protocol ORA-D-013-3 Phase 3 to focus on the subpopulations with the higher probability to show efficacy.

The Company intends

to initiate a study during 2025.

Moreover, 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.

See note 4 regarding 2023 Scilex Transaction

and 2024 Refinancing.

See note 7 regarding Short-Term Borrowings.

note 15 regarding JV Supplemental Agreement.

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 4.

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 7.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

- SIGNIFICANT ACCOUNTING POLICIES (continued):

Basis of presentation

The consolidated financial statements

included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the

United States of America (“U.S.

Use of estimates in the preparation of financial statements

The preparation of the consolidated financial

statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the financial statements date and the reported revenues and expenses

during the reporting periods.

preparation of the consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements

date and the reported revenues and expenses during the reporting periods.

Actual results could differ from those estimates.

As applicable to these consolidated financial

statements, the most significant estimates and assumptions relate to stock-based compensation and to the investments at fair value (for

further details, see note 4).

applicable to these consolidated financial statements, the most significant estimates and assumptions relate to stock-based compensation

and to the investments at fair value (for further details, see note 4).

Functional currency

The currency of the primary economic environment

in which the operations of the Company and its subsidiaries are conducted is the U.S.

dollar (“$” or “dollar”).

currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S.

(“$” or “dollar”).

Therefore, the functional currency of the Company and its subsidiaries is the dollar.

Transactions and balances originally denominated

in dollars are presented at their original amounts.

Balances in foreign currencies are translated into dollars using historical and current

exchange rates for non-monetary and monetary balances, respectively.

For foreign transactions and other items reflected in the statements

of operations, the following exchange rates are used:

(1) for transactions – exchange rates at transaction dates or average rates

and (2) for other items (derived from non-monetary balance sheet items such as depreciation) – historical exchange rates.

The resulting

transaction gains or losses are carried to financial income or expenses, as appropriate.

and balances originally denominated in dollars are presented at their original amounts.

Balances in foreign currencies are translated

into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively.

For foreign transactions

and other items reflected in the statements of operations, the following exchange rates are used:

(1) for transactions – exchange

rates at transaction dates or average rates and (2) for other items (derived from non-monetary balance sheet items such as depreciation)

– historical exchange rates.

The resulting transaction gains or losses are carried to financial income or expenses, as appropriate.

and retirement of common stock

The Company debited the common stock account by the par value of the

shares retired and allocated the excess of the repurchase price over the par value of the shares to additional paid in capital.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

Principles of consolidation

The consolidated financial statements

include the accounts of the Company and its subsidiaries.

All inter-company transactions and balances have been eliminated in consolidation.

consolidated financial statements include the accounts of the Company and its subsidiaries.

All inter-company transactions and balances

have been eliminated in consolidation.

Cash equivalents

The Company considers all short-term,

highly liquid investments, which include short-term deposits with original maturities of three months or less from the date of purchase

that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash, to be cash equivalents.

Company considers all short-term, highly liquid investments, which include short-term deposits with original maturities of three months

or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash,

to be cash equivalents.

Fair value measurement:

The Company measures fair value and discloses

fair value measurements for financial assets.

Fair value is based on the price that would be received to sell an asset 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:

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.

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.

Unobservable inputs are used when little or no market data is available.

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:

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.

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.

Unobservable inputs are

used when little or no market data is available.

The fair value hierarchy gives the lowest priority to Level 3 inputs.

ORAMED PHARMACEUTICALS INC.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company’s financial assets subject

to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:

1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

value measurement (continued):

Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements

were as follows:

December 31, 2024

Marketable Securities

Subsequent Penny Warrants (see note 4)

Warrants Note B (see note 4)

Tranche A Note (see note 4)

Tranche B Note (see note 4)

Royalty Purchase Agreement (see note 4)

Profit Sharing Loan Agreement (see note 4 (e))

Marketable Securities

Transferred Warrants (see note 4)

2 unchanged sentences

The Note (see note 4)

December 31, 2022

Marketable Securities

The fair value of the investment in non-marketable

equity securities as presented in note 5 was based on a Level 3 measurement.

As of December 31, 2023, the carrying

amounts of cash equivalents, short-term deposits, Short-Term Borrowings (as defined in note 7) and accounts payable approximate their

fair values due to the short-term maturities of these instruments.

As of December 31, 2022, the carrying

amounts of cash equivalents, short-term deposits 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.

As of December 31, 2024, and December

31, 2023, the carrying amounts of cash equivalents, short-term deposits, Short-Term Borrowings (as defined in Note 7), and accounts payable

approximate their fair values due to the short-term maturities of these instruments.

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

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Marketable securities

Equity securities

The Company measured the securities

1 unchanged sentence

(“DNA”), Entera Bio Ltd.

(“Entera”) and the Transferred

Warrants) at fair value, with changes in fair value recognized in earnings.

Held to maturity securities

All debt securities are classified

as held-to-maturity because the Company has the positive intent and ability to hold the securities to maturity.

Held-to-maturity securities

are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

(“Entera”) and Scilex Holding

Company (“Scilex”) at fair value, with changes in fair value recognized in earnings.

The Company intends to exercise these

investments during 2025, and has classified the marketable securities as short-term accordingly.

Other non-marketable equity securities

The Company also invested in non-marketable

equity securities, through an investment in a privately held company.

This equity investment does not have a readily determinable fair

The investment is measured under the measurement alternative in Accounting Standards Codification (“ASC”) 321 “Investments

– Equity Securities” to the extent such an investment is not subject to consolidation or the equity method.

Under the measurement

alternative, this equity investment is carried at cost, less any impairment, adjusted for changes resulting from observable price changes

in transactions for an identical or similar investment of the same issuer.

The investment would be impaired in accordance with the provisions

of ASC 820 “Fair Value Measurement” if, based on a qualitative assessment of impairment indicators, the fair value of the

investment is less than its carrying amount.

If considered impaired, the difference between the carrying amount and fair value would be

recorded in the consolidated statement of operations.

For further details, see note 5.

Company also invested in non-marketable equity securities, through an investment in a privately held company.

This equity investment

does not have a readily determinable fair value.

The investment is measured under the measurement alternative in Accounting Standards

Codification (“ASC”) 321 “Investments – Equity Securities” to the extent such an investment is not subject

to consolidation or the equity method.

Under the measurement alternative, this equity investment is carried at cost, less any impairment,

adjusted for changes resulting from observable price changes in transactions for an identical or similar investment of the same issuer.

The investment would be impaired in accordance with the provisions of ASC 820 “Fair Value Measurement” if, based on a qualitative

assessment of impairment indicators, the fair value of the investment is less than its carrying amount.

If considered impaired, the difference

between the carrying amount and fair value would be recorded in the consolidated statement of income (loss).

For further details, see

Investments, at fair value

The Company invested in the Note and received

Penny Warrants issued by Scilex (see note 4), for which it has elected the fair value option.

Under the Fair Value Option Subsections

of ASC Subtopic 825-10, Financial Instruments – Overall, the Company has the irrevocable option to report financial assets at fair

value on an instrument-by-instrument basis.

Changes in fair value are recorded under financial income, net and include interest income

Alongside the Note and the Penny Warrants,

Scilex issued to the Company the Transferred Warrants.

The Transferred Warrants meet the definition of a derivative under ASC 815 “Derivatives

and Hedging,” and therefore will also be measured at fair value.

Changes in the fair value of the Warrants are recorded under financial

The Company invested in the Tranche A Note (as defined in note 4),

Tranche B Note (as defined in note 4) (collectively the “Notes”), Penny Warrants and Royalty Purchase Agreement issued by

Scilex, for which it has elected the fair value option.

Under the Fair Value Option Subsections of ASC Subtopic 825-10, Financial Instruments

– Overall, the Company has the irrevocable option to report financial assets at fair value on an instrument-by-instrument basis.

also issued to the Company the Note A Transferred Warrants and Note B Warrants (as defined in note 4) that meet the definition of a derivative

under ASC 815 “Derivatives and Hedging”.

Therefore, the Warrants will be measured at fair value initially and on every reporting period.

Company entered into a loan agreement to finance a real estate project.

The Company decided to designate the Profit Sharing Loan Agreement

(as define in note 4) as a whole under the Fair-Value option in accordance with ASC Topic 825 “Financial Instruments”.

in the fair value are recorded under financial income (expenses), net.

Concentration of credit risks

1 unchanged sentence

Company to credit risk consist primarily of cash and cash equivalents, short and long-term deposits, which are deposited in major financial

institutions, marketable securities, and the Note (as defined herein).

The Company is of the opinion that the credit risk in respect of

these balances is remote, except for the Note (as defined herein) for which the credit risk is reflected in its fair value measurement

(for further details, see note 4).

Deferred taxes

Deferred taxes are determined utilizing

the asset and liability method based on the estimated future tax effects of differences between the financial accounting and tax bases

of assets and liabilities under the applicable tax laws.

Deferred tax balances are computed using the tax rates expected to be in effect

when those differences reverse.

A valuation allowance in respect of deferred tax assets is provided if, based upon the weight of available

evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company has provided a full

valuation allowance with respect to its deferred tax assets.

Taxes that would apply in the event

of disposal of investments in the Israeli subsidiary have not been taken into account in computing deferred taxes, as it is the Company’s

intention to hold this investment, not to realize it.

Uncertainty in income tax

The Company follows a two-step approach

to recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if

the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit.

The second step

is to measure the tax benefit as the largest amount that is more than 50 % likely of being realized upon ultimate settlement.

Such liabilities

are classified as long-term, unless the liability is expected to be resolved within 12 months from the balance sheet date.

The Company’s

policy is to include interest and penalties related to unrecognized tax benefits within income tax expenses.

ORAMED PHARMACEUTICALS INC.

institutions, Profit Sharing Loan Agreement, Royalty Purchase Agreement and the Notes.

The Company is of the opinion that the credit risk

in respect of these balances is remote, except for the Profit Sharing Loan Agreement, Royalty Purchase Agreement and the Notes for which

the Company is of the opinion there is a credit risk, which is reflected in its fair value measurement (for further details, see note

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial

accounting and tax bases of assets and liabilities under the applicable tax laws.

Deferred tax balances are computed using the tax rates

expected to be in effect when those differences reverse.

A valuation allowance in respect of deferred tax assets is provided if, based

upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Company has provided a full valuation allowance with respect to its deferred tax assets.

that would apply in the event of disposal of investments in the Israeli subsidiary have not been taken into account in computing deferred

taxes, as it is the Company’s intention to hold this investment, not to realize it.

in income tax

Company follows a two-step approach to recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position

for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be

sustained on audit.

The second step is to measure the tax benefit as the largest amount that is more than 50 % likely of being realized

upon ultimate settlement.

Such liabilities are classified as long-term, unless the liability is expected to be resolved within 12 months

from the balance sheet date.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within

income tax expenses.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

Revenue recognition

On November 30, 2015, the Company entered into a Technology

License Agreement, with Hefei Tianhui Incubator of Technologies Co.

(“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 December 31, 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 December 31, 2023, the Company

recognized revenue associated with this agreement in the aggregate amount of $ 20,382 , of which $ 1,340 was recognized in the twelve month

period ended December 31, 2023, and deferred the remaining amount of $ 2,000 , which is presented as long-term deferred revenues on the

consolidated balance sheet.

On November 13, 2022, the Company entered

into a distribution license agreement (“Medicox License Agreement”) with Medicox Co., Ltd.

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 8c.

Under ASC 606 “Revenue from Contracts

with Customers,” 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 during the year ended December 31, 2022 and is currently presented

under long-term deferred revenues.

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.

of December 31, 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, going forward.

Company notes that its Phase 3 trial did not meet its primary or secondary endpoints (see note 1a.1).

If Medicox chooses to terminate

the agreement as a result of the outcome of the Phase 3 trials, the Company will accelerate revenue recognition and recognize it at such

ORAMED PHARMACEUTICALS INC.

November 30, 2015, the Company entered into a Technology License Agreement, with 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 December 31, 2024, an aggregate amount of $ 22,382 was allocated

to the HTIT License Agreement, all of which were received through December 31, 2024.

Through December 31, 2023, the Company recognized

revenue associated with this agreement in the aggregate amount of $ 20,382 , of which $ 1,340 was recognized in the year ended December 31,

2023, and deferred the remaining amount of $ 2,000 , which is presented as long-term deferred revenues on the consolidated balance sheet.

The Company did not recognize revenue related to the HTIT License Agreement in the year ended December 31, 2024.

See note 15 regarding

the JV Supplemental Agreement.

November 13, 2022, the Company entered into a distribution license agreement (“Medicox License Agreement”) with Medicox Co.,

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 8b.

ASC 606 “Revenue from Contracts with Customers,” the Company identified Medicox as a customer and the Medicox License Agreement

as a contract with a customer.

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.

Medicox License Agreement contains a fixed consideration of $ 2,000 , which was received by the Company during the year ended December

31, 2022 and is currently presented under long-term deferred revenues.

It also contains variable consideration of contractual milestone

payments and sales-based royalties.

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 December 31, 2024, this support has not commenced, and no revenue was recognized from the

Medicox License Agreement.

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, going forward.

The Company notes that its Phase 3 trial did not meet its primary or secondary endpoints (see note 1a.1).

Medicox chooses to terminate the agreement as a result of the outcome of the Phase 3 trials, the Company will accelerate revenue recognition

and recognize it at such time.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

- SIGNIFICANT ACCOUNTING POLICIES (continued):

Research and development

Research and development expenses include

costs directly attributable to the conduct of research and development programs, including the cost of salaries, employee benefits, the

Research and development expenses include costs directly attributable

to the conduct of research and development programs, including the cost of salaries, stock-based compensation, employee benefits, the

cost of supplies, the cost of services provided by outside contractors, including services related to the Company’s clinical trials,

2 unchanged sentences

with research and development are expensed as incurred.

Clinical trial costs are a significant

component of research and development expenses and include costs associated with third-party contractors.

The Company outsources a substantial

portion of its clinical trial activities, utilizing external entities such as Clinical Research Organizations (“CROs”), independent

clinical investigators, and other third-party service providers to assist the Company with the execution of its clinical trials.

clinical trial that the Company conducts, clinical trial costs are expensed immediately.

trial costs are a significant component of research and development expenses and include costs associated with third-party contractors.

The Company outsources a substantial portion of its clinical trial activities, utilizing external entities such as Clinical Research

Organizations (“CROs”), independent clinical investigators, and other third-party service providers to assist the Company

with the execution of its clinical trials.

For each clinical trial that the Company conducts, clinical trial costs are expensed immediately.

Stock-based compensation

Equity awards granted to employees are

accounted for using the grant date fair value method.

Equity awards granted to employees are accounted for using the grant

date fair value method.

The grant date fair value is determined as follows:

for stock options and restricted

stock units (“RSUs”) with an exercise price using the Black Scholes pricing model, for stock options and RSUs with market

conditions using a Monte Carlo model and for RSUs with service conditions based on the grant date share price.

The fair value of share

based payment awards is recognized as an expense over the requisite service period.

The expected term is the length of time until the

expected dates of exercising the award and is estimated using the simplified method due to insufficient specific historical information

of employees’ exercise behavior, unless the award includes a market condition, in which case the contractual term is used.

The volatility

is based on a historical volatility, by statistical analysis of the weekly share price for past periods.

The Company elected to recognize

compensation cost for awards granted to employees that have a graded vesting schedule using the accelerated method based on the multiple-option

award approach.

For awards with only market conditions, compensation expense is not reversed if the market conditions are not satisfied.

The Company elects to account for forfeitures

as they occur.

Earnings (loss) per common share

Basic net earnings (loss) per common share

are computed by dividing the net earnings (loss) attributable to stockholders for the period by the weighted average number of shares

of common stock outstanding for each period, including vested RSUs.

Outstanding stock options, warrants and RSUs have been excluded from

the calculation of the diluted loss per share because all such securities are anti-dilutive for the year ended December 31, 2022.

For the diluted earnings per share calculation

for the year ended December 31, 2023, the weighted average number of shares outstanding during the year is adjusted for the potential

dilution that could occur in connection with employee share-based payment, using the treasury stock method.

The weighted average number of stock options,

warrants, and RSUs that has been excluded from the calculation of the diluted income per share as of December 31, 2023 was 1,227,506 shares.

The weighted average number of stock options,

warrants and RSUs excluded from the calculation of diluted net loss was 3,356,203 for the year ended December 31, 2022.

ORAMED PHARMACEUTICALS INC.

for stock options with an exercise price and only service

conditions using the Black Scholes pricing model, for stock options and restricted stock units (“RSUs”) with market conditions

using a Monte Carlo model and for RSUs with service conditions based on the grant date share price.

The fair value of share based payment

awards is recognized as an expense over the requisite service period.

The expected term is the length of time until the expected dates

of exercising the award and is estimated using the simplified method due to insufficient specific historical information of employees’

exercise behavior, unless the award includes a market condition, in which case the contractual term is used.

The volatility is based on

a historical volatility, by statistical analysis of the weekly share price for past periods.

The Company elected to recognize compensation

cost for awards granted to employees that have a graded vesting schedule using the accelerated method based on the multiple-option award

For awards with market conditions, compensation expense is not reversed if the market conditions are not satisfied.

Company elects to account for forfeitures as they occur.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company leases real estate and cars

for use in its operations, which are classified as operating leases.

In addition to rent, the leases may require the Company to pay directly

for fees, insurance, maintenance and other operating expenses.

The Company determines if an arrangement

is a lease at inception.

Operating leases are included in operating lease right of use assets and operating lease liabilities in the consolidated

balance sheets.

Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term

and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

Operating lease ROU assets

and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

uses its incremental borrowing rate based on the information available at the commencement date to determine the present value of the

lease payments.

- SIGNIFICANT ACCOUNTING POLICIES (continued):

(loss) per share of common stock

Basic net earnings (loss) per common

share are computed by dividing the net earnings (loss) attributable to stockholders for the period by the weighted average number of shares

of common stock outstanding for each period, including vested RSUs.

Outstanding stock options, warrants and unvested RSUs have been excluded

from the calculation of the diluted loss per share for the year ended December 31, 2024 because all such securities are anti-dilutive

for the year ended December 31, 2024.

For the diluted earnings per share calculation for the year ended December

31, 2023, the weighted average number of shares outstanding during the year is adjusted for the potential dilution that could occur in

connection with employee share-based payment, using the treasury stock method.

The difference in the denominator results from the dilutive

impact of 251,833 RSUs.

The weighted average number of stock

options, warrants and RSUs excluded from the calculation of diluted income (loss) per share was 4,582,421 and 1,227,506 for the years

ended December 31, 2024 and December 31, 2023, respectively.

Company leases real estate and cars for use in its operations, which are classified as operating leases.

In addition to rent, the leases

may require the Company to pay directly for fees, insurance, maintenance and other operating expenses.

Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right of use assets and

operating lease liabilities in the consolidated balance sheets.

Right of use (“ROU”) assets represent the Company’s

right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments

arising from the lease.

Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value

of lease payments over the lease term.

The Company uses its incremental borrowing rate based on the information available at the commencement

date to determine the present value of the lease payments.

Lease expenses are recognized on a straight-line basis over the lease term.

The Company elected the short-term lease

recognition exemption for all leases with a term shorter than 12 months.

This means that for those leases, the Company does not recognize

ROU assets or lease liabilities but recognizes lease expenses over the lease term on a straight line basis.

The Company also elected the

practical expedient to not separate lease and non-lease components for all of its leases.

Lease terms will include options to extend

or terminate the lease when it is reasonably certain that the Company will either exercise or not exercise the option to renew or terminate

The Company’s lease agreements have

remaining lease terms ranging from 1 year to 4 years.

Some of these agreements include options to extend the leases for up to an additional

5 years and some include options to terminate the leases immediately.

See also note 8e.

New accounting pronouncements

adopted accounting pronouncements

June 2016, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2016-13

“Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial

Instruments.” This guidance replaces the current 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.

adopted the provisions of this update as of January 1, 2023, with no material impact on its consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

Company elected the practical expedient to not separate lease and non-lease components for all of its leases.

terms will include options to extend or terminate the lease when it is reasonably certain that the Company will either exercise or not

exercise the option to renew or terminate the lease.

Company’s lease agreements have remaining lease terms ranging from 4 months to 2.5 years.

Some of these agreements include options

to extend the leases for up to an additional 5 years and some include options to terminate the leases immediately.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

issued accounting pronouncements, not yet adopted

In November 2023, the FASB issued ASU

- SIGNIFICANT ACCOUNTING POLICIES (continued):

New accounting pronouncements

adopted accounting pronouncements

November 2023, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”)

2023-07 “Segment Reporting:

1 unchanged sentence

segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating

decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other

segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

Public entities with a single reportable

segment are required to provide the new disclosures and all the disclosures required under ASC 280 “Segment Reporting”.

guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December

15, 2024, with early adoption permitted.

The amendments are required to be applied retrospectively to all prior periods presented in an

entity’s financial statements.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated

financial statements related disclosures.

In December 2023, the FASB issued ASU

2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This guidance is intended to enhance the transparency

and decision-usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information

primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S.

decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for

other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

Public entities with a single

reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280 “Segment Reporting”.

The Company adopted this standard in the current period retrospectively to all prior periods presented in its financial statements, see

issued accounting pronouncements, not yet adopted

December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This guidance

is intended to enhance the transparency and decision-usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor

requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid

both in the U.S.

and in foreign jurisdictions.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis, with the option to apply the standard

retrospectively.

ASU 2023-09 is effective for years beginning after December 15, 2024 on a prospective

basis, with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company is currently evaluating this guidance to determine the impact it may have on

its consolidated financial statements disclosures.

NOTE 2 - SHORT-TERM DEPOSITS:

The Company is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements disclosures.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, which

requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement as well

as disclosures about selling expenses.

ASU 2024-03 is effective for years beginning after December 15, 2026, and interim periods within

years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.

Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- SHORT-TERM DEPOSITS:

Composition :

2 unchanged sentences

Dollar deposits

6.35 - 6.81 %

0.93 - 6.81 %

NOTE 3 - MARKETABLE SECURITIES:

The Company’s marketable securities

include investments in equity securities of DNA, Entera and the Transferred Warrants (as defined herein;

for further details regarding

the Transferred Warrants, see note 4).

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

- MARKETABLE SECURITIES:

Company’s marketable securities include investments in equity securities of DNA, Entera and Scilex.

DNA (see b below)

Entera (see c below)

Held to maturity securities (see d below)

Scilex (see d below)

DNA (see b below)

Entera (see c below)

Transferred Warrants (see note 4)

ORAMED PHARMACEUTICALS INC.

Transferred Warrants

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.

the years ended December 31, 2024 and 2023, the Company did not sell any of DNA’s ordinary shares.

As of December 31, 2024, the

Company owns approximately 1.4 % of DNA’s outstanding ordinary shares.

cost of the securities as of both December 31, 2024 and 2023 was $ 595 .

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.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 3 - MARKETABLE SECURITIES (continued) :

DNA’s 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

During the years ended December 31, 2023

and 2022, the Company did not sell any of DNA’s ordinary shares.

As of December 31, 2023, the Company owns approximately 1.4 % of

DNA’s outstanding ordinary shares.

The cost of the securities as of both

December 31, 2023 and 2022 was $ 595 .

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 December 31, 2023.

The amortized cost and estimated fair

value of held-to-maturity securities as of December 31, 2022, are as follows:

December 31, 2022

gains (losses)

Commercial bonds

Accrued interest

NOTE 4 - INVESTMENTS, AT FAIR VALUE:

- MARKETABLE SECURITIES (continued):

ordinary shares are traded on the Nasdaq Capital Market.

The fair value of those securities is measured at the quoted prices of the securities

on the measurement date.

November 4, 2024 the Company exercised 6,500,000 of the Penny Warrant to shares.

(for more details, see note 4).

- INVESTMENTS, AT FAIR VALUE:

Scilex Transaction and 2024 Refinancing

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”).

on the Closing Date, Scilex reimbursed $ 1,910 of the Company’s Transaction expenses pursuant to the Scilex SPA.

September 21, 2023, the Company entered into and consummated the transactions (collectively, the “2023 Scilex Transaction”)

contemplated by a securities purchase agreement with Scilex, pursuant to which Scilex issued to the Company:

A senior secured promissory note (the “Tranche A Note”),

with a principal amount of $ 101,875 , maturing on March 21, 2025 and bearing interest of SOFR plus 8.5 %, payable in-kind.

Scheduled principal

payments are due on December 21, 2023, March 21, 2024, June 21, 2024, September 21, 2024, and December 21, 2024, with the balance due

on March 21, 2025.

In January 2025, the Company extended Tranche A Note maturity from March 21, 2025 to December 31, 2025.

Tranche A Note terms, if the Tranche A Note is not repaid in full on or prior to March 21, 2024, an exit fee of $ 3,056 is due.

Tranche A Note was not repaid by that date, the Company is entitled to the above-mentioned exit fee at the maturity date of the Tranche

As of December 31, 2024, Scilex has repaid $ 69,200 of the amount due under the Tranche A Note.

See the description of the Extension

Agreement (as defined below).

The Tranche A 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.

Warrants to purchase up to 4,500,000 shares of Scilex common stock with an exercise price of $ 0.01 per share (the “Closing Penny Warrants”) and four additional warrants (the “Subsequent Penny Warrants”) each for 2,125,000 shares of Scilex common stock with an exercise price of $ 0.01 per share.

The Closing Penny Warrants were vested on September 21, 2023, and each of the Subsequent Penny Warrants vested quarterly during 2024.

The Closing Penny Warrants and the Subsequent Penny Warrants shall become exercisable on the earliest of (i) March 14, 2025 and (ii) the date on which the Tranche A Note has been repaid in full.

As of December 31, 2024, 4,500,000 Closing Penny Warrants were vested according to the terms of Tranche A Note, 8,500,000 Subsequent Penny Warrants were vested according to the terms of the Tranche A Note and as per the Extension Agreement (as defined below).

According to the Extension Agreement (as defined below), 4,500,000 Closing Penny Warrants and 2,000,000 Subsequent Penny Warrants have become exercisable.

On October 30, 2024, the Company exercised 4,500,000 Closing Penny Warrants and 2,000,000 Subsequent Penny Warrants that were exercisable at such time.

As a result the Company holds 6,500,000 shares of common stock of Scilex.

Transferred warrants (the “Transferred Warrants”) to purchase 4,000,000 shares of Scilex common stock with an exercise price of $ 11.50 per share, fully exercisable and expiring on November 10, 2027 .

On September 20, 2024, the Company sold the Transferred Warrants for consideration of $ 300 (see below).

As a result, as of December 31, 2024 the Company does not hold any Transferred Warrants.

ORAMED PHARMACEUTICALS INC.

2 unchanged sentences

NOTE 4 - INVESTMENTS, AT FAIR VALUE (continued):

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.

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.

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.

Pursuant to the terms of the Scilex SPA,

the Company received the first principal payment of $ 5,000 on December 21, 2023.

Scilex Transaction and 2024 Refinancing (continued)

Scilex Transaction (continued)

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

The Company elected the fair value option for the Tranche A Note and

the Penny Warrants in order to reduce operational complexity of bifurcating embedded derivatives.

Changes in value are recorded under

financial income (expense), net and include interest income on the Tranche A Note.

valuation was performed based on several scenarios.

Each scenario took into consideration the present value of the Tranche A Note’s

cash flows (including the exit fee and the prepayment premium) and the Warrants’ value.

The total value of the 2023 Scilex Transaction

(and of each of its components) was valued on a weighted average of the different scenarios.

discount rate of the Tranche A 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 112 % to 113 %.

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 common stock on the Nasdaq Capital Market.

September 20, 2024, the Company and Scilex entered into an extension agreement (the “Extension Agreement”) to extend the

due date of the September 21, 2024 payment.

Pursuant to the Extension Agreement, Scilex paid to the Company $ 2,000 on September 23, 2024,

which payment is to be applied as follows:

(i) $ 1,700 to the payment due under the Tranche A Note on March 21, 2025 and (ii) $ 300 to

purchase the Transferred Warrants.

table below represents the fair value composition of the Tranche Note A:

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 Closing Penny Warrant (as well as the Subsequent 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

Transferred Warrants

of December 31, 2023, the fair value of the Tranche A Note was less than the aggregate unpaid principal balance (which includes interest

payable on maturity) by $ 7,801 .

As of December 31, 2024, the fair value of the Tranche A Note was less than the aggregate unpaid principal

balance (which includes interest payable on maturity) by $ 8,114 .

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- INVESTMENTS, AT FAIR VALUE (continued):

In October 2024, the Company entered into the transactions (collectively,

the “2024 Refinancing”) pursuant to which Scilex issued to the Company:

Convertible Notes SPA

The Company entered into a securities purchase agreement (the “Convertible Notes SPA”) with certain institutional

investors (together with the Company, the “Buyers”) and Scilex to refinance a portion of the Tranche A Note and pay off certain

other indebtedness of Scilex.

Pursuant to the Convertible Notes SPA, the Buyers purchased in a registered offering by Scilex (i) a new

tranche B of senior secured convertible notes of Scilex in the aggregate principal amount of $ 50,000 (the “Tranche B Notes”)

repayable on a quarterly basis for 2 years, which Tranche B Notes are convertible into shares of Scilex common stock and (ii) warrants

to purchase up to 7,500,000 shares of Scilex common stock (the “Tranche B warrants”).

The Company purchased 50 % of Tranche

B Notes and Tranche B Warrants and therefore holds an aggregate principal amount of $ 25,000 of the Tranche B Notes and 3,750,000 Tranche

received from the Company, in consideration for the Tranche B Notes and the Tranche B Warrants issued to the Company, an exchange and

reduction of the principal outstanding balance under the Tranche A Note of $ 22,500 .

Royalty Purchase Agreement

The Company and certain institutional investors (together with the Company, the “RPA Purchasers”)

entered into a Purchase and Sale Agreement (the “Royalty Purchase Agreement”) with Scilex and Scilex Pharmaceuticals Inc.

(“Scilex Pharma”).

Pursuant to the Royalty Purchase Agreement, the RPA Purchasers acquired the right to receive, in the aggregate,

8 % of net sales worldwide for 10 years (the “Purchased Receivables”) with respect to ZTlido (lidocaine topical system) 1.8 %,

SP-103 (lidocaine topical system) 5.4 %, and any related, improved, successor, replacement or varying dosage forms of the foregoing.

Company acquired the right to receive 50 % of the Purchased Receivables and therefore holds the right to receive 4 % royalties.

consideration for its interest in the Purchased Receivables, the Company exchanged and reduced $ 2,500 of the principal balance under

the Tranche A Note.

ZTlido Rest of the World Binding Agreement

The Company and certain other institutional investors and Scilex entered into a binding term sheet (the

“ROW License Term Sheet”), regarding a license and development agreement (the:

“Lido License Agreement”), with

respect to services, compositions, products, dosages and formulations comprising lidocaine, including without limitation, the product

and any future product defined as a “Product” under Scilex Pharma’s existing (i) Product Development Agreement, dated

as of May 11, 2011, with Oishi Koseido Co., Ltd.

(“Oishi”), and Itochu Chemical Frontier Corporation (“Itochu”),

as amended, and (ii) the associated Commercial Supply Agreement, dated February 16, 2017, between Scilex, Oishi and Itochu, as amended.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- INVESTMENTS, AT FAIR VALUE (continued):

Refinancing (continued)

ZTLido Rest of the World Binding Agreement (continued):

to determination of a final structure for the transactions contemplated by the ROW License Term Sheet, it is anticipated that the Company

and such institutional investors will hold the Lido License Agreement through a joint venture, RoyaltyVest, Inc.

(“RoyaltyVest”).

consideration for the rights to be provided under the proposed Lido License Agreement, as more fully described in the ROW License Term

Sheet, (a) RoyaltyVest will invest (whether through cash consideration or in-kind payment through the provision of services) $ 200 per

year toward expanding the Product, (b) Scilex will grant RoyaltyVest a worldwide, exclusive right, license and interest to all products

rights for the development, out-licensing, commercialization of any Product outside of the United States and other territories, other

than certain excluded designated territories (the “ROW Territory”), and (c) each of RoyaltyVest and Scilex will receive 50 %

percent of the net revenue (less expenses) generated from any Product in the ROW Territory.

term sheet is subject to entering into a definitive agreement (see note 15) and subject to the consent of Oishi and Itochu to the Lido

License Agreement.

As of December 31, 2024, the fair value

of the ROW License was immaterial, inter alia, as it remains contingent upon third-party approvals and the future execution of agreements.

The institutional investors who are parties to the Convertible Notes

SPA, Royalty Purchase Agreement and ROW License Term Sheet are all inter-related.

Following the refinancing as described

above, on October 8, 2024, Scilex used $ 12,500 of the net proceeds from the proceeds of the Tranche B Note for the partial repayment

of the outstanding balance under the Tranche A Note.

The Company elected the fair value option for the Tranche B Note and the Royalty

Purchase Agreement, The Note B Warrants meet the definition of a derivative, and therefore will be measured at fair value.

value are recorded under financial income (expense), net and include interest income on the Tranche B Note.

valuation of the Tranche B Note’s was performed based on the binomial model , using a discount rate of 110.33 %.

Presented below is the summary of the assumptions and estimates that were used for the valuation:

Parameters and Assumptions

Share Price $ 0.43

Conversion Rate 1.04

Floor Rate 1.04

Expected Term 1.77 Years

Volatility 61.99 %

Risk Free Rate 4.16 %

The fair value of the Note B Warrants was calculated based on Black

and Scholes model.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- INVESTMENTS, AT FAIR VALUE (continued):

Refinancing (continued)

ZTLido Rest of the World Binding Agreement (continued):

Presented below is the summary of the assumptions and estimates

that were used for the valuation of the Warrants:

Parameters and Assumptions

Share Price $ 0.43

Exercise Price $ 1.04

Expected Term 4.77 Years

Volatility 63.14 %

Risk Free Rate 4.33 %

Dividend Rate 0 %

value of the Royalty Purchase Agreement was calculated according to the royalty payment schedule and the aggregation of discounted cash

flows derived from the royalty payments, using a discount rate of 110.33 %.

As of December 31, 2024, the

fair value of the Tranche B Note was less than the aggregate unpaid principal balance (which includes interest payable on maturity)

table below represents the fair value composition of the Tranche B Note:

December 31, 2024

Tranche B Note

Royalty Purchase Agreement

ORAMED PHARMACEUTICALS INC.

2 unchanged sentences

NOTE 4 - INVESTMENTS, AT FAIR VALUE (continued):

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

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 fair value

are recorded under financial income, net and include interest income on the Note.

The valuation was performed, as of December

31, 2023, 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’

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 51.92 %

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 December 31, 2023, the fair value of the Transaction was $ 110,188 , split between the Note ($ 93,066 ,

of which $ 57,713 is presented under short-term investments at fair value and $ 35,353 is presented under long-term investments at fair

value), the Closing Penny Warrant ($ 9,180 ), the Subsequent Penny Warrants ($ 6,502 ), both presented under long-term investments at fair

value and the Transferred Warrants ($ 1,440 ) presented under long-term marketable securities.

This resulted in a gain of $ 15,638 , attributed

mainly to the change in fair value of the Note and the Warrants.

The difference between the Note’s fair value and aggregate unpaid

principal balance (which includes interest payable on maturity) is $ 7,801 .

ORAMED PHARMACEUTICALS INC.

2024 Refinancing (continued)

ZTLido Rest of the World Binding Agreement (continued):

table below represents the fair value cycle of 2023 Scilex Transaction and 2024 Refinancing Transaction throughout December 31, 2023

and December 31, 2024:

Balance as of December 31, 2022

2023 Scilex Transaction

Cash received from note repayment

Change in fair value

Balance as of December 31, 2023

2024 Refinancing (*)

Proceeds from the sale of Transferred Warrants

Cash received from Tranche A Note repayment

Exercised warrants (**)

Amounts receivable from the royalty agreement (***)

Change in fair value

Balance as of December 31, 2024

(*) The amount was recorded as part of the financial income (expenses), net.

(**) On October 30, 2024 the Company exercised 4,500,000 Closing Penny Warrants,

and 2,000,000 Subsequent Penny Warrants into 6,500,000 shares of common stock of Scilex and as a result, these shares are not part of

the Tranche A Note and presented under fair value investment.

(***) The amount is included under prepaid expenses and other current assets.

Financial income (expenses) recognized in respect of 2023 Scilex

Transaction and 2024 Refinancing, for the years ended December 31, 2024 and 2023, were ($ 4,359 ) and $ 13,313 , respectively.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 5 - OTHER 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 .

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.

- INVESTMENTS, AT FAIR VALUE (continued):

Refinancing (continued)

ZTLido Rest of the World Binding Agreement (continued):

table below represents the fair value breakdown as of December 31, 2024:

Tranche A Note

Tranche B Note

Royalty Purchase Agreement payment

December 31, 2024

more details see note 15, subsequent events.

Sharing Loan Agreement

September 4, 2024, the Company entered into a loan agreement (the “Profit Sharing Loan Agreement”) with Rabi Binyamin 4 Tama

(the “Borrower”) to finance a real estate project (the “Project”).

According to the terms of the Profit

Sharing Loan Agreement, Oramed agreed to loan NIS 5.5 million ($ 1,523 ) (the “Loan Principal”) to the Borrower.

NIS 4.7 million

($ 1,307 ) was loaned upon signing the Profit Sharing Loan Agreement and an additional NIS 0.8 million ($ 216 ) will be loaned upon certain

milestones which are expected to occur in the first half of 2025.

Upon completion of the Project, the Company is entitled to receive

the Loan Principal and the greater of:

(i) 20 % annual interest of the Loan Principal and (ii) 40 % of the Project profits.

Company decided to designate the Profit Sharing Loan Agreement as a whole under the Fair-Value option in accordance with ASC Topic

825 “Financial Instruments”.

The valuation of the Profit Sharing Loan Agreement was based on various project

profit scenarios derived from the appraiser’s report.

The Company used the Wang Transform model, a risk-neutral probabilities

method, with an expected term of 4.01 years, a curve rate of 13.9 % and a risk spread of 0.43 %.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- OTHER NON-MARKETABLE EQUITY SECURITIES:

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

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’s non-marketable equity

5 unchanged sentences

occurred, or it is impaired.

Any adjustments to the carrying amount are recorded in the statements of comprehensive income (loss).

Any adjustments to the carrying amount are recorded in the consolidated statements of comprehensive income

During the year ended December 31,

the Company recorded an $ 824 increase in value due to the closing in June 2023 of a Series C preferred investment round in Diasome.

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.

NOTE 6 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

2023, the Company recorded an $ 824 increase in value due to the closing in June 2023 of a Series C preferred investment round in

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.

During the year ended December 31, 2024, there was no change in the

value of the Diasome investment.

- ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Accounts payable

1 unchanged sentence

Accrued liabilities

NOTE 7 - SHORT-TERM BORROWINGS:

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”).

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 Transaction (for further details, see note 4).

The Short-Term Borrowings are paid

in one payment of principal and interest at each respective maturity.

As of December 31, 2023, $ 50,000 was repaid under the Short-Term

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

NOTE 8 - COMMITMENTS:

In March 2011, the Subsidiary sold shares of its investee company, Entera, to DNA, retaining 117,000 ordinary shares (after giving effect to a stock split by Entera in July 2018).

In consideration for the shares sold to DNA, the Company received, among other payments, ordinary shares of DNA (see also note 3).

As part of this agreement, the Subsidiary entered into a patent transfer agreement (the “Patent Transfer Agreement”), according to which the Subsidiary assigned to Entera all of its rights to a patent application related to the oral administration of proteins that it has licensed to Entera since August 2010, in return for royalties of 3 % of Entera’s net revenues and a license back of that patent application for use in respect of diabetes and influenza.

As of December 31, 2023, Entera had not paid any royalties to the Subsidiary.

On December 11, 2018, Entera announced that it had entered into a research collaboration and license agreement with Amgen, Inc.

To the extent that the license granted to Amgen results in net revenues as defined in the Patent Transfer Agreement, the Subsidiary will be entitled to the aforementioned royalties.

As part of a consulting agreement with a third party dated February 15, 2011, the Subsidiary is obliged to pay this third party royalties of 8 % of the net royalties received in respect of the patent that was sold to Entera in March 2011.

ORAMED PHARMACEUTICALS INC.

- SHORT-TERM BORROWINGS:

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 Tranche A Note (for further details, see note 4).

The Short-Term Borrowings are paid in one payment of principal and interest at each respective maturity.

As of December 31, 2024, the

Company repaid the entire Short-Term Borrowings amount.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 8 - COMMITMENTS (continued):

According to the HTIT License Agreement, the Company granted HTIT an exclusive commercialization license in the territory of the People’s Republic of China, Macau and Hong Kong (the “Territory”), related to the Company’s oral insulin capsule, ORMD-0801 (the “Product”).

Pursuant to the HTIT License Agreement, HTIT will conduct, at its own expense, certain pre-commercialization and regulatory activities with respect to the Subsidiary’s technology and ORMD-0801 capsule, and will pay to the Subsidiary (i) royalties of 10% on net sales of the related commercialized products to be sold by HTIT in the Territory (“Royalties”), and (ii) an aggregate of $37,500, of which $3,000 was payable immediately, $8,000 will be paid subject to the Company entering into certain agreements with certain third parties, and $26,500 will be paid upon achievement of certain milestones and conditions.

In the event that the Company does not meet certain conditions, the Royalties rate may be reduced to a minimum of 8%.

Following the final expiration of the Company’s patents covering the technology in the Territory in 2033, the Royalties rate may be reduced, under certain circumstances, to 5%.

The royalty payment obligation shall apply during the period of time beginning upon the first commercial sale of the Product in the Territory, and ending upon the later of (i) the expiration of the last-to-expire licensed patents in the Territory;

and (ii) 15 years after the first commercial sale of the Product in the Territory.

The HTIT License Agreement shall remain in effect until the expiration of the royalty term.

The License Agreement contains customary termination provisions.

Among others, the Company’s involvement through the product submission date includes consultancy for the pre-commercialization activities in the Territory, as well as advisory services to HTIT on an ongoing basis.

As of December 31, 2023, the Company has received milestone payments in an aggregate amount of $ 20,500 as follows:

the initial payment of $ 3,000 was received in January 2016.

Following the achievement of certain milestones, the second and third payments of $ 6,500 and $ 4,000 , respectively, were received in July 2016, the fourth milestone payment of $ 4,000 was received in October 2016 and the fifth milestone payment of $ 3,000 was received in January 2019.

On August 21, 2020, the Company received a letter from HTIT, disputing certain pending payment obligations of HTIT under the TLA.

thousands (except share and per share data)

- COMMITMENTS:

On August 21, 2020, the Company received a letter from HTIT, disputing certain pending payment obligations of HTIT under the Technology License Agreement (“TLA”).

The payment obligation being disputed is $ 6,000 , out of which only an amount of $ 2,000 has been received and has been included in deferred revenue in each of the consolidated balance sheets as of the years ended December 31, 2024, and December 31, 2023.

The Company wholly disputed the claims made by HTIT and is planning to resolve any such claims as part of the Company’s discussions with HTIT.

For the Company’s revenue recognition policy, see note 1m.

On January 22, 2024, the Company and its wholly-owned subsidiary, Oramed Ltd., entered into a Joint Venture Agreement (the “JV Agreement”), with Hefei Tianhui Biotech Co., Ltd.

(“HTIT Biotech”), and Technowl Limited, a wholly-owned indirect subsidiary of HTIT Biotech (“HTIT Sub,” and together with HTIT Biotech, “HTIT”), pursuant to which, subject to the terms and conditions set forth in the JV Agreement, the parties will establish a joint venture (the “JV”), based on the Company’s oral drug delivery technology.

For further details, see note 14.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 8 - COMMITMENTS (continued):

On February 7, 2025, the Company and HTIT entered into a JV Agreement (as defined in note 15).

Pursuant to the terms of the JV Agreement, each of the Company, the Subsidiary and HTIT irrevocably released and waived (i) any claims and demands against each other party in connection with the TLA;

and (ii) all rights, obligations and liabilities set out and arising with respect to the performance of the TLA.

For more details see note 15.

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

5 unchanged sentences

For the Company’s revenue recognition policy, see note 1m.

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 SOFR.

At the time the grants were received,

successful development of the related projects was not assured.

The total amount that was received through December 31, 2023 was $ 2,208

($ 2,559 including interest).

All grants were received before the year ended August 31, 2020 and recorded as a reduction of research and

development expenses at that time.

As of December 31, 2023, the liability to the IIA was $ 59 .

The royalty expenses which are related

to the funded project were recognized in cost of revenues in the relevant periods.

On August 2, 2020, the Subsidiary entered

into a lease agreement for its facilities in Israel.

The lease agreement is for a period of 60 months commencing September 1, 2020.

Subsidiary has the option to extend the period for another 60 months.

The annual lease payment, including management fees, as of December

31, 2023 is approximately NIS 435 ($ 120 ).

As security for its obligation under this lease agreement, the Company provided a bank guarantee

in an amount equal to three monthly lease payments.

For accounting purposes, the lease period is 60 months.

On December 2, 2021, the Subsidiary entered

into an addendum (the “Addendum”) to the current lease agreement for its facilities in Israel.

The Addendum refers to the

lease of an additional space of 264 square meters for a period of 60 months commencing February 1, 2022.

The Subsidiary has the option

to extend the period for another 60 months.

The annual lease payment, including management fees, is approximately NIS 435 ($ 120 ).

for its obligation under the Addendum, the Company provided a bank guarantee in an amount equal to three monthly lease payments.

For accounting

purposes, the lease commenced on February 1, 2022 as the Subsidiary did not have access to the space until that date.

For accounting purposes,

the lease period is 60 months.

The total expenses related to leases were

$ 236 for the year ended December 31, 2023, and $ 264 for the year ended December 31, 2022.

ORAMED PHARMACEUTICALS INC.

Grants from the Israel

Innovation Authority (“IIA”)

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

the time the grants were received, successful development of the related projects was not assured.

The total amount that was received

through December 31, 2024 was $ 2,214 ($ 2,587 including interest).

All grants were received before the year ended August 31, 2020 and

recorded as a reduction of research and development expenses at that time.

of December 31, 2024, the liability to the IIA was $ 59 .

The royalty expenses which are related to the funded project were recognized

in cost of revenues in the relevant periods.

of December 31, 2024, the Company has paid a total amount of $ 556 to the IIA.

additional details see note 15.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 8 - COMMITMENTS (continued):

The right-of-use asset and lease liability

are initially measured at the present value of the lease payments, discounted using the interest rate implicit in the lease or, if that

rate cannot be readily determined, the Company’s incremental borrowing rate based on the information available at the date of determining

the present value of the lease payments.

The Company’s incremental borrowing rate is estimated to approximate the interest rate

on similar terms and payments and in economic environments where the leased asset is located.

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 December 31, 2023 and 2022:

- COMMITMENTS (continued):

August 2, 2020, the Subsidiary entered into a lease agreement for its facilities in Israel.

The lease agreement is for a period of 60

months commencing September 1, 2020.

The Subsidiary has the option to extend the period for another 60 months.

The annual lease payment,

including management fees, as of December 31, 2024 is approximately NIS 435 ($ 119 ).

As security for its obligation under this lease agreement,

the Company provided a bank guarantee in an amount equal to three monthly lease payments.

For accounting purposes, the lease period is

December 2, 2021, the Subsidiary entered into an addendum (the “Addendum”) to the current lease agreement for its facilities

The Addendum refers to the lease of an additional space of 264 square meters for a period of 60 months commencing February

The Subsidiary has the option to extend the period for another 60 months.

The annual lease payment, including management fees,

is approximately NIS 435 ($ 119 ).

As security for its obligation under the Addendum, the Company provided a bank guarantee in an amount

equal to three monthly lease payments.

For accounting purposes, the lease commenced on February 1, 2022 as the Subsidiary did not have

access to the space until that date.

For accounting purposes, the lease period is 60 months.

total expenses related to leases were $ 265 for the year ended December 31, 2024, and $ 236 for the year ended December 31,

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 December 31, 2024 and 2023:

2024 December 31,

Operating right-of-use assets $ 414 $ 694

6 unchanged sentences

Operating leases 3.52 % 3.15 %

Operating cash flows from

operating lease for the years ended December 31, 2023 and 2022 were $ 267 and $ 214 , respectively.

Lease payments for the Company’s

right-of-use assets over the remaining lease periods as of December 31, 2023 are as follows:

Total undiscounted lease payments

cash flows from operating lease for the years Ended December 31, 2024 and 2023 were $ 264 and $ 267 , respectively.

payments for the Company’s right-of-use assets over the remaining lease periods as of December 31, 2024 are as follows:

Total undiscounted lease

Present value of lease liabilities

* Future lease payments were discounted by 3 %- 7 % interest rate.

Legal expenses

Following the Company’s 2019 annual

meeting of stockholders, a complaint was filed in the Court of Chancery of the State of Delaware against the Company and the members of

the Board of Directors.

On April 27, 2022, the Court of Chancery of the State of Delaware approved the terms of a settlement between the

Company and the plaintiff in the complaint, awarding the plaintiff an amount of $ 850 in attorneys’ fees, which was paid on April

28, 2022 and included in general and administrative expenses in the first quarter of 2022.

All other details of the settlement were previously

agreed by the parties and acted upon at the Company’s 2021 annual meeting of stockholders.

ORAMED PHARMACEUTICALS INC.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 8 - COMMITMENTS (continued):

Investment in Diasome Pharmaceuticals, Inc.

On August 26, 2022, the Company entered

into a stock purchase agreement with Diasome Pharmaceuticals, Inc.

(“Diasome”) 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 on a diluted basis.

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, whereby the equity investment is recorded at cost, less impairment.

The carrying amount

will be subsequently remeasured to its fair value in accordance with the provisions of ASC 820 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 net income.

NOTE 9 - STOCKHOLDERS’ EQUITY:

The following are the significant capital

stock transactions that took place during the year ended December 31, 2023 and 2022:

On July 15, 2021, the Company entered into a new equity distribution agreement (the “New Equity Distribution Agreement”) with Canaccord Genuity, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 100,000 from time to time through Canaccord Genuity.

The New Equity Distribution Agreement replaced the Equity Distribution Agreement, once it had been exhausted.

Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus dated July 15, 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 New Equity Distribution Agreement.

As of December 31, 2022, 273,997 shares were respectively issued under the New Equity Distribution Agreement for aggregate net proceeds of $ 5,129 .

- COMMITMENTS (continued):

Research Organization Services Agreement

September 23, 2024, the Subsidiary entered into a Clinical Research Organization Services Agreement with a third party, to retain it

as a clinical research organization (“CRO”).

The services covered by the agreement include strategic planning, expert consultation,

data processing, regulatory, clerical, project management and other research and development services requested by the Company for the

Phase 3 clinical trial.

As consideration for its services, the Company will pay the CRO a total amount of $ 11,577 during the term of

the engagement and based on achievement of certain milestones, of which $ 775 recognized in research and development expenses through

December 31, 2024.

- STOCKHOLDERS’ EQUITY:

following are the significant capital stock transactions that took place during the years ended December 31, 2024 and 2023:

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.

1 unchanged sentence

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 December 31, 2023 and through March 6, 2024, 1,971,447 shares were issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $ 26,253 .

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 9 - STOCKHOLDERS’ EQUITY (continued):

On November 3, 2021, the Company entered into a securities purchase agreement with several institutional and accredited investors (the “Purchasers”), pursuant to which the Company agreed to sell, in a registered direct offering (the “Offering”), an aggregate of 2,000,000 shares of the Company’s common stock to the Purchasers for an offering price of $ 25 per share.

The closing of the sale of the shares occurred on November 5, 2021.

The net proceeds to the Company from the Offering, after deducting the placement agent’s fees and expenses and the Company’s Offering expenses, were approximately $ 46,375 .

As of December 31, 2023 1,971,447 shares were issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $ 26,253 , no shares were issued in 2024.

The agreement terminated on March 17, 2024.

On March 18, 2024, the Company entered into an at the market offering (the “StockBlock ATM Agreement”) with Rodman & Renshaw LLC and StockBlock Securities LLC, as agent, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 75,000 , 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 March 18, 2024 and prospectus supplement dated September 1, 2021.

The Company will pay 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 StockBlock ATM Agreement.

As of December 31, 2024 no shares had been issued under the StockBlock ATM Agreement.

As of December 31, 2024, the Company had outstanding warrants exercisable starting February 25, 2020 for 20,000 shares of common stock at an exercise price of $ 4.13 per share and expiring on April 15, 2029.

The following table presents the warrant

activity for the years ended December 31, 2023 and 2022:

Year ended December 31,

Warrants outstanding at beginning of year

Warrants outstanding at end of year

Warrants exercisable at end of year

NOTE 10 - STOCK-BASED COMPENSATION:

The Company makes awards only under

the 2019 Plan, under which, the Company had reserved a pool of 7,500,000 shares of the Company’s common stock which may be issued

at the discretion of the Board of Directors from time to time.

Under this 2019 Plan, each option or RSU is exercisable into one share

of common stock of the Company.

The options may be exercised after vesting and in accordance with vesting schedules which will be determined

by the Board of Directors for each grant.

The maximum term of the options and RSUs is 10 years.

The following are the significant stock

options and RSUs transactions with employees, board members and non-employees made during the years ended December 31, 2023 and 2022:

On January 3, 2022, the Company granted an aggregate of 150,000 shares of the Company’s common stock to its President and Chief Executive Officer.

The total fair value of these shares on the date of grant was $ 2,084 , using the quoted closing market share price of $ 13.89 on the Nasdaq Capital Market on the date of grant.

On January 3, 2022, the Company granted an aggregate of 207,500 RSUs representing a right to receive shares of the Company’s common stock to the Company’s employees and members of the Board of Directors as follows:

63,000 to the President and Chief Executive Officer;

42,000 to the Chief Scientific Officer;

21,000 to the Chief Operating and Business Officer, 19,000 to the Chief Financial Officer and Treasurer, 19,000 to the Chief Commercial Officer, 18,000 to the Chief Legal Officer and Secretary (effective as of the time his employment with the Company commenced on January 9, 2022), an aggregate of 24,000 to four board members and 1,500 to an employee.

The RSUs vest in four equal annual installments on each of January 1, 2023, 2024, 2025 and 2026.

The total fair value of these RSUs on the date of grant was $ 2,849 , using the quoted closing market share price of $ 13.89 on the Nasdaq Capital Market on the date of grant and $ 12.03 for the Chief Legal Officer’s grant (equivalent to the closing price of the Company’s common stock on January 10, 2022, which represents the first trading date after his employment with the Company commenced).

ORAMED PHARMACEUTICALS INC.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 10 - STOCK-BASED COMPENSATION (continued):

On January 3, 2022, the Company granted options to purchase an aggregate of 321,500 shares of the Company’s common stock to the Company’s employees and board members at an exercise price of $ 13.89 per share (equivalent to the closing price of the Company’s common stock on the date of grant) as follows:

107,000 to the President and Chief Executive Officer;

72,000 to the Chief Scientific Officer;

36,000 to the Chief Operating and Business Officer, 32,000 to the Chief Financial Officer and Treasurer and 32,000 to the Chief Commercial Officer, an aggregate of 40,000 to four board members and 2,500 to an employee.

The options vest in four equal annual installments on each of January 1, 2023, 2024, 2025 and 2026.

As of December 31, 2023, 82,875 of such options are vested.

These options expire on January 3, 2032 .

The total fair value of these options on the date of grant was $ 2,630 , using the Black Scholes option-pricing model and was based on the following assumptions:

stock price of $ 13.89 ;

dividend yield of 0 % for all years;

expected volatility of 63.05 %;

risk-free interest rates of 1.46 %;

and expected term of 6.25 years.

On January 3, 2022, the Company granted options to purchase an aggregate of 30,000 shares of the Company’s common stock to the Company’s Chief Legal Officer and Secretary (effective as of the time his employment with the Company commenced on January 9, 2022), at an exercise price of $ 12.03 per share (equivalent to the closing price of the Company’s common stock on January 10, 2022, which represents the first trading date after his employment with the Company commenced).

The options vest in four equal annual installments on each of January 1, 2023, 2024, 2025 and 2026.

As of December 31, 2022, none of such options are vested.

These options expire on January 3, 2032 .

The total fair value of these options on the date of grant was $ 214 , using the Black Scholes option-pricing model and was based on the following assumptions:

stock price of $ 12.03 ;

dividend yield of 0 % for all years;

expected volatility of 63.22 %;

risk-free interest rates of 1.60 %;

and expected term of 6.25 years.

On May 2, 2022, the Company granted 4,500 RSUs representing a right to receive shares of the Company’s common stock to Mr.

Yadin Rozov, a former member of the Company’s board of directors.

The RSUs shall vest in four equal annual installments on each of May 2, 2023, 2024, 2025 and 2026.

The total fair value of these RSUs on the date of grant was $ 23 , using the quoted closing market share price of $ 5.14 on the Nasdaq Capital Market on the last trading day before the date of grant.

On May 2, 2022, the Company granted options to purchase an aggregate of 7,500 shares of the Company’s common stock to Mr.

Yadin Rozov, a former member of the Company’s board of directors, at an exercise price of $ 5.14 per share (equivalent to the closing price of the Company’s common stock on the last trading day before the date of grant).

The options shall vest in four equal annual installments on each of May 2, 2023, 2024, 2025 and 2026.

As of December 31, 2022, none of such options are vested.

These options expire on May 2, 2032 .

The total fair value of these options on the date of grant was $ 24 , using the Black Scholes option-pricing model and was based on the following assumptions:

stock price of $ 5.14 ;

dividend yield of 0 % for all years;

expected volatility of 65.26 %;

risk-free interest rates of 3.03 % and expected term of 6.26 years.

On July 28, 2022, the Company granted an aggregate of 404,100 RSUs representing a right to receive shares of the Company’s common stock to the Company’s executive officers, employees and board members.

The RSUs granted to certain employees, executive officers and board members shall vest in three equal annual installments on each of January 1, 2024, 2025 and 2026 and the RSUs granted to certain employees will vest in three equal annual installments on each of January 1, 2023, 2024 and 2025.

The total fair value of these RSUs on the date of grant was $ 3,423 , using the quoted closing market share price of $ 8.47 on the Nasdaq Capital Market on the date of grant.

ORAMED PHARMACEUTICALS INC.

- STOCKHOLDERS’ EQUITY (continued):

following table presents the warrant activity for the years ended December 31, 2024 and 2023:

ended December 31,

Warrants outstanding at beginning

Warrants outstanding

at end of year

Warrants exercisable

at end of year

June 2024, the Company’s board of directors authorized a stock buyback program pursuant to which the Company may, from time

to time, repurchase and retire up to $ 20,000 in maximum value of its common stock.

The stock buyback program does not obligate the Company

to purchase any shares and expires in 12 months.

The authorization for the stock buyback program may be terminated, increased or decreased

by the Company’s board of directors in its discretion at any time.

During 2024, the Company repurchased

and retired 1,036,976 shares of its common stock under this program for approximately $ 2,494 , including $ 10 excise tax, at an average

price of $ 2.36 per share.

All repurchases were funded with cash on hand.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 10 - STOCK-BASED COMPENSATION (continued):

On July 28, 2022, the Company granted 34,000 shares of the Company’s common stock to each of the Company’s President and Chief Executive Officer and Chief Scientific Officer.

These shares vested in full on August 1, 2022.

The total fair value of these shares on the date of grant was $ 576 , using the quoted closing market share price of $ 8.47 on the Nasdaq Capital Market on the date of grant.

On July 28, 2022, the Company granted an aggregate of 175,500 performance based RSUs (“PSUs”) representing a right to receive shares of the Company’s common stock to the Company’s executive officers.

The PSUs were to vest in two installments upon achievement of the following milestones:

(i) two thirds were to vest upon receipt of positive topline data in the first oral insulin Phase 3 clinical trial;

and (ii) one third was to vest upon completion of enrollment of the second oral insulin Phase 3 clinical trial by June 30, 2023.

Following the results of the ORA-D-013-1 Phase 3 trial and the termination of the ORA-D-013-2 Phase 3 trial, these performance goals have not been met and the PSUs did not vest.

The total fair value of these PSUs on the date of grant was $ 1,486 , using the quoted closing market share price of $ 8.47 on the Nasdaq Capital Market on the date of grant.

On September 18, 2022, Oravax granted options to purchase an aggregate of 328,318 shares of Oravax’s common stock to employees and board members of Oravax and to other service providers at an exercise price of $ 3.91 per share.

The options will vest in four annual installments as follows:

the first installment vested immediately on the grant date and the remaining three installments shall vest on each of December 31, 2022, 2023 and 2024.

These options expire on September 18, 2032 .

The total fair value of these options on the date of grant was $ 665 , using the Black Scholes option pricing model and was based on the following assumptions:

stock price of $ 3.91 ;

dividend yield of 0 % for all years;

expected volatility of 52.87 %;

risk-free interest rates of 3.62 %;

and expected term of 5.49 years.

- STOCK-BASED COMPENSATION:

Company makes awards only under the 2019 Plan, under which, the Company had reserved a pool of 7,500,000 shares of the Company’s

common stock which may be issued at the discretion of the board of directors from time to time.

Under this 2019 Plan, each option or

RSU is exercisable into one share of common stock of the Company.

The options may be exercised after vesting and in accordance with vesting

schedules which will be determined by the board of directors for each grant.

The maximum term of the options and RSUs is 10 years.

The following are the significant stock

options, RSUs transactions with employees and board members made during the years ended December 31, 2024 and 2023:

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.

7 unchanged sentences

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 2023, 132,000 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.

ORAMED PHARMACEUTICALS INC.

On January 4, 2024, the Company granted an aggregate of 941,500 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company.

The RSUs will vest in twelve equal quarterly installments starting January 8, 2024.

The total fair value of these RSUs on the date of grant was $ 2,250 using the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 10 - STOCK-BASED COMPENSATION (continued):

Options to employees, directors and non-employees

The fair value of each option grant is

estimated on the date of grant using the Black Scholes option-pricing model or Monte Carlo model with the following range of assumptions:

For options granted

in the year ended

Expected option life (years)

Expected stock price volatility (%)

63.05 - 65.26

Risk free interest rate (%)

Expected dividend yield (%)

A summary of the status of the stock options

granted to employees and directors as of December 31, 2023 and 2022 and changes during the year ended on those dates, is presented below:

Year ended December 31,

Options outstanding at beginning of year

Changes during the year:

Options outstanding at end of year

Options exercisable at end of year

Weighted average fair value of options granted during the year

Expenses recognized in respect of stock

options granted to employees and directors, for the years ended December 31, 2023 and 2022, were $ 811 and $ 2,662 , respectively.

No options were granted during the year

ended December 31, 2023.

The total intrinsic value of employees’ options exercised during the year ended December 31, 2022 was $ 243 .

ORAMED PHARMACEUTICALS INC.

- STOCK-BASED COMPENSATION (continued):

On January 4, 2024, the Company granted 294,000 PSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company.

The total amount of the PSUs shall vest when the closing price per share of Common Stock of the Company on the Nasdaq Capital Market reaches an average of $ 4.00 over any 10-trading day period.

The total fair value of these PSUs on the date of grant was $ 691 , using the Monte-Carlo model, based on the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant.

On January 4, 2024, the Company granted an aggregate of 187,610 RSUs representing a right to receive shares of the Company’s common stock to board members of the Company.

37,610 RSUs will vest in three equal quarterly installments starting April 1, 2024.

150,000 RSUs will vest in three equal annual installments starting January 1, 2025.

The total fair value of these RSUs on the date of grant was $ 448 , using the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant.

On January 30, 2024, the Company granted an aggregate of 3,750 RSUs representing a right to receive shares of the Company’s common stock to board member of the Company.

The RSUs will vest in four equal quarterly installments starting April 1, 2024.

The total fair value of these RSUs on the date of grant was $ 11 , using the quoted closing market share price of $ 2.98 on the Nasdaq Capital Market on the date of grant.

On April 17, 2024, the Company granted an aggregate of 29,800 RSUs representing a right to receive shares of the Company’s common stock to board member of the Company.

7,300 RSUs will vest in three equal quarterly installments starting July 1, 2024.

22,500 RSUs will vest in three equal annual installments starting January 1, 2025.

The total fair value of these RSUs on the date of grant was $ 69 , using the quoted closing market share price of $ 2.33 on the Nasdaq Capital Market on the date of grant.

On June 20, 2024, the Company granted 34,000 PSUs representing a right to receive shares of the Company’s common stock to the Company’s Chief Financial Officer.

The total amount of the PSUs shall vest upon the later of (i) June 18, 2026 and (ii) when the closing price per share of Common Stock of the Company on the Nasdaq Capital Market reaches an average of $ 4.00 over any 10-trading day period.

The total fair value of these PSUs on the date of grant was $ 73 , using the Monte-Carlo model, based on the quoted closing market share price of $ 2.21 on the Nasdaq Capital Market on the date of grant.

On June 21, 2024, 140,040 RSUs representing a right to receive shares of the Company’s common stock were granted to executive officer.

93,360 shall vest in one installment on June, 18 2026 and 46,680 shall vest in four equal quarterly installments starting September 9, 2026.

The total fair value of these RSUs on the date of grant was $ 305 , using the quoted closing market share price of $ 2.18 on the Nasdaq Capital Market on the date of grant.

On November 11, 2024, the Company granted an aggregate of 135,000 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company.

The RSUs vested on the date of grant.

The total fair value of these RSUs on the date of grant was $ 321 , using the quoted closing market share price of $ 2.38 on the Nasdaq Capital Market on the date of grant.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 10 - STOCK-BASED COMPENSATION (continued):

The following table presents summary information

concerning the options granted to employees and directors outstanding as of December 31, 2023:

Number outstanding

1,479,426 options granted to employees

and directors were outstanding and exercisable as of December 31, 2023, compared to 1,261,426 as of December 31, 2022.

- STOCK-BASED COMPENSATION (continued):

to employees, directors and non-employees

summary of the status of the stock options granted to employees and directors as of December 31, 2024 and 2023 and changes during the

years ended on those dates, is presented below:

ended December 31,

outstanding at beginning of year

during the year:

outstanding at end of year

exercisable at end of year

recognized in respect of stock options granted to employees and directors, for the years Ended December 31, 2024 and 2023, were $ 213

and $ 811 , respectively.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- STOCK-BASED COMPENSATION (continued):

to employees, directors and non-employees

following table presents summary information concerning the options granted to employees and directors outstanding as of December 31,

Exercise prices $ Number outstanding Weighted

Life Years Weighted

1-6 840,500 4.83 3.94

6.23-9.12 283,008 2.80 7.96

10.40-20.19 537,500 6.50 11.94

1,661,008 5.02 7.21

of December 31, 2024, there were $ 122 of unrecognized compensation costs related to non-vested options previously granted to employees

and directors.

The unrecognized compensation costs are expected to be recognized over a weighted average period of 0.6 years.

options granted to non-employees were outstanding and exercisable as of December 31, 2024 and 2023.

The Company recorded no stock-based

compensation related to non-employees’ awards during the years ended December 31, 2024 and 2023.

During the years ended December

31, 2024 and 2023, no options were exercised.

As of December 31, 2024, there were

of unrecognized compensation costs related to non-vested options previously granted to employees and directors.

The unrecognized compensation

costs are expected to be recognized over a weighted average period of 0.8 years.

A summary of the status of the stock options

granted to non-employees outstanding as of December 31, 2023 and 2022, and changes during the years ended December 31, 2023 and 2022,

is presented below:

Options outstanding at beginning of year

Changes during the year:

Options outstanding at end of year

Options exercisable at end of year

Weighted average fair value of options granted during the year

The Company recorded no stock-based compensation

related to non-employees’ awards during the years ended December 31, 2023 and 2022.

During the year ended December 31, 2023,

no options were exercised.

During the year ended December 31, 2022, 4,500 options were exercised by non-employees for a total intrinsic

value of $ 24 .

ORAMED PHARMACEUTICALS INC.

no unrecognized compensation costs related to non-vested options previously granted to non-employees.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 10 - STOCK-BASED COMPENSATION (continued):

The following table presents summary information

concerning the options granted to non-employees outstanding as of December 31, 2023:

- STOCK-BASED COMPENSATION (continued):

to employees, directors and non-employees (continued):

following table presents summary information concerning the options granted to non-employees outstanding as of December 31, 2024:

prices $ Number outstanding Weighted

1 unchanged sentence

3.74-5.08 47,000 4.98 4.31

47,000 options granted to non-employees

were outstanding and exercisable as of December 31, 2023.

As of December 31, 2023, there were no

unrecognized compensation costs related to non-vested options previously granted to non-employees.

Restricted stock units

The following table summarizes the activities

for unvested RSUs granted to employees and directors for the years ended December 31, 2023 and 2022:

Number of RSUs

Outstanding at the beginning of period

Outstanding at the end of the period

Vested during the period

Vested and unissued at period end

The Company recorded compensation expenses

related to RSUs of $ 3,210 for the year ended December 31, 2023 and $ 8,365 for the year ended December 31, 2022.

As of December 31, 2023, there were unrecognized

compensation costs of $ 2,693 related to RSUs.

The unrecognized compensation costs are expected to be recognized over a weighted average

period of 1 year.

ORAMED PHARMACEUTICALS INC.

following table summarizes the activities for unvested RSUs and PSUs granted to employees and directors for the years ended December

31, 2024 and 2023:

Outstanding at the beginning

Changes during the year:

Outstanding at the

end of the year

Vested during the

Vested and unissued

Company recorded compensation expenses related to RSUs of $ 3,787 for the year ended December 31, 2024 and $ 3,210 for the year ended December

of December 31, 2024, there were unrecognized compensation costs of $ 1,630 related to RSUs.

The unrecognized compensation costs are expected

to be recognized over a weighted average period of 0.68 year.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 10 - STOCK-BASED COMPENSATION (continued):

The following table summarizes the activities

for unvested RSUs granted to non-employees for the years ended December 31, 2023 and 2022:

Number of RSUs

Outstanding at the beginning of period

Outstanding at the end of the period

Vested during the period

Vested and unissued at period end

The Company recorded compensation expenses

related to RSUs of $ 26 for the year ended December 31, 2023, compared to $ 92 compensation expenses recorded for the year ended December

As of December 31, 2023, there were no

unrecognized compensation costs related to RSUs.

NOTE 11 - FINANCIAL INCOME AND EXPENSES:

- STOCK-BASED COMPENSATION (continued):

stock units (continued):

The Company recorded compensation

expenses related to RSUs granted to non-employees of $ 26 for the year ended December 31, 2023.

No compensation expenses recorded for the

year ended December 31, 2024.

As of December 31, 2024, there were

no unrecognized compensation costs related to RSUs.

The Company recorded total compensation expenses of $ 4,053 and $ 4,212

for the years ended December 31, 2024 and 2023, respectively.

$ 1,998 and $ 1,718 were included in Research and Development expenses, $ 2,055

and $ 2,933 were included in General and Administrative expenses and $ 0 and $( 440 ) were included in Sales and Marketing for the years ended

December 31, 2024 and 2023, respectively.

For additional information regarding

RSUs and PSUs granted in 2025, see note 15.

- FINANCIAL INCOME AND EXPENSES:

Financial income

Income from interest on the Senior DIP Loan Agreement and deposits

Income from interest on deposits

Exchange rate differences, net

Income from interest on corporate bonds

Revaluation of securities, net

Revaluation of investments, net

Money Market Interest Income

Financial expenses

1 unchanged sentence

Bank and broker commissions

Loss from securities, net

Revaluation of securities, net

Revaluation of investments, net (see note 4)

Fees regarding Scilex transaction

Interest expenses

ORAMED PHARMACEUTICALS INC.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 12 - TAXES ON INCOME:

- TAXES ON INCOME:

Taxes on income included in the consolidated

statements of operations represent current taxes due to taxable income of the Company and its Israeli subsidiary.

Corporate taxation in the U.S.

The applicable corporate tax rate for

the Company is 21 %.

As of December 31, 2023, the Company and

Oravax Medical Inc.

had an accumulated tax loss carryforward of approximately $ 28,000 (as of December 31, 2022, $ 24,000 ).

laws, subject to certain limitations, carryforward tax losses originating in tax years beginning after January 1, 2018, have no expiration

date, but they are limited to 80 % of the company’s taxable income in any given tax year.

Carryforward tax losses originating in

tax years beginning prior to January 1, 2018, expire 20 years after the year in which incurred.

In the case of the Company, subject to

potential limitations in accordance with the relevant law, the net loss carryforward will expire in the years 2026 through 2037.

Corporate taxation in Israel

The Subsidiary is taxed in accordance

with Israeli tax laws.

statements of comprehensive income (loss) represent current taxes due to taxable income of the Company.

taxation in the U.S.

applicable corporate tax rate for the Company is 21 %.

As of December 31, 2024, the Company has utilized all of its outstanding

net operating loss (“NOL”).

Oravax had an accumulated tax loss carryforward of approximately $ 3,386 (as of December 31, 2023,

tax laws, subject to certain limitations, carryforward tax losses originating in tax years beginning after January

1, 2018, have no expiration date, but they are limited to 80 % of the company’s taxable income in any given tax year.

tax losses originating in tax years beginning prior to January 1, 2018, expire 20 years after the year in which incurred.

taxation in Israel

Subsidiary is taxed in accordance with Israeli tax laws.

The corporate tax rate applicable to 2024 and 2023 is 23 %.

As of December 31, 2023, the Subsidiary

and Oravax Medical Ltd.

had an accumulated tax loss carryforward of approximately $ 102,000 (as of December 31, 2022, approximately $ 87,000 ).

of December 31, 2024, the Subsidiary and Oravax Medical Ltd.

had an accumulated tax loss carryforward of approximately $ 114,000 (as of

December 31, 2023, approximately $ 102,000 ).

Under the Israeli tax laws, carryforward tax losses have no expiration date.

7 unchanged sentences

Net deferred tax assets

Deferred taxes are determined based on

temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates

and laws that will be in effect when the differences are expected to reverse.

Realization of deferred tax assets is

dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected

to be available to reduce taxable income.

As the achievement of required future taxable income is uncertain, the Company recorded a full

valuation allowance.

ORAMED PHARMACEUTICALS INC.

taxes are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and are measured

using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and

carryforwards are expected to be available to reduce taxable income.

As the achievement of required future taxable income is uncertain,

the Company recorded a full valuation allowance.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 12 - TAXES ON INCOME (continued):

Income (Loss) before taxes on income and income taxes included in the income statements of operations

- TAXES ON INCOME (continued):

Income (Loss) before taxes on income and income taxes included in the consolidated statements of comprehensive income (loss)

Income (loss) before taxes on income:

Taxes on income (tax benefit):

Reconciliation of the statutory tax benefit to effective tax expense

Following is a reconciliation of the theoretical

tax expense, assuming all income is taxed at the regular tax rates applicable to companies in the United States, and the actual tax expense:

Income (loss) before income taxes as reported in the consolidated statement of comprehensive loss

(*) Based on anticipated gains from the 2023 Scilex Transaction

and 2024 Refinancing, the Company anticipates taxable income for the year ending December 31, 2024.

As a result, the Company fully

utilized its tax loss carryforward and incurred associated tax expenses.

During the year ended December 31, 2024, the Company recognized

tax expenses of $ 3,194 .

Tax provision of $ 3,194 has been classified to Accounts payable and accrued expenses.

Reconciliation

of the statutory tax benefit to effective tax expense

is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rates applicable to companies in

the United States, and the actual tax expense:

Income (loss) before income taxes as reported in the consolidated statement of comprehensive income (loss)

Statutory tax (benefit) expense – 21 %

3 unchanged sentences

Influence of different tax rate applicable to the Subsidiary and Oravax Medical Ltd.

Prior year true-up

Withholding tax, see note 12d above

Prior year adjustments

Uncertain tax position

Taxes on income for the reported year

ORAMED PHARMACEUTICALS INC.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 12 - TAXES ON INCOME (continued):

Uncertainty in Income Taxes

ASC 740, “Income Taxes” requires

significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position.

Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate of the effective tax rate and

consequently, affect the operating results of the Company.

The Company recognizes interest and penalties related to its tax contingencies

as income tax expense.

The following table summarizes the activity

of the Company unrecognized tax benefits:

- TAXES ON INCOME (continued):

in Income Taxes

740, “Income Taxes” requires significant judgment in determining what constitutes an individual tax position as well as assessing

the outcome of each tax position.

Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate

of the effective tax rate and consequently, affect the operating results of the Company.

The Company recognizes interest and penalties

related to its tax contingencies as income tax expense.

following table summarizes the activity of the Company unrecognized tax benefits:

Balance at Beginning of Year

Decrease in uncertain tax positions for the current year

Balance at End of Year

The Company does not expect unrecognized

tax expenses to change significantly over the next 12 months.

The Company is subject to U.S.

income tax examinations for the tax years of 2020 through 2022.

The Subsidiary is subject to Israeli income

tax examinations for the tax years of 2017 through 2022.

Decrease in uncertain

tax positions for the current year

Balance at End of

Company does not expect unrecognized tax expenses to change significantly over the next 12 months.

Company is subject to U.S.

Federal income tax examinations for the tax years of 2020 through 2023.

Subsidiary is subject to Israeli income tax examinations for the tax years of 2019 through 2023.

Valuation Allowance Rollforward

2 unchanged sentences

Year ended December 31, 2023

ORAMED PHARMACEUTICALS INC.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 13 - RELATED PARTY TRANSACTIONS:

- SEGMENT REPORTING :

The Company’s Chief Executive

Officer, serving as the Chief Operating Decision Maker (CODM), evaluates operational performance and makes resource allocation decisions

based on net income (loss), which is reported in the consolidated statements of comprehensive income (loss).

The Company has determined

that it operates in a single reportable segment, focused on research and development activities related to its proprietary products and

technologies.

The CODM monitors budgeted versus actual

net income (loss), using this measure to assess segment performance and guide financial planning, which is consistent with the financial

In addition to its research and development activities, the Company holds financial investments, including a material investment

in Scilex, see note 4.

The CODM monitors these investments separately from operational performance.

Income and expenses related to financial

instruments are reported as finance income (expenses) in the consolidated statements of comprehensive income (loss), reflecting their

distinct nature from core business operations.

- RELATED PARTY TRANSACTIONS:

On July 1, 2008, the Subsidiary entered into two consulting agreements with KNRY Ltd.

1 unchanged sentence

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 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 ($ 40 ) and 106,400 ($ 29 ), 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 New York.

During the ten month period ended October 31, 2022, such relocation

expenses totaled $ 331 .

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.

(“Shnida”), whereby the President and Chief Executive Officer, through

Shnida, 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 will be reimbursed for reasonable expenses incurred in connection with performance

of the agreement.

Effective as of January 1, 2024, the President and Chief Executive Officer receives a monthly consulting fee of NIS

96,825 ($ 27 ), plus value added tax.

Pursuant to the agreement, Shnida 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

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, effective as of January 1, 2024, the President and Chief Executive Officer receives gross monthly salary of NIS 51,591

($ 14 ) 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 phone and a company car pursuant to the terms of his agreement.

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.

as of January 1, 2024, the monthly consulting fee of the Chief Scientific Officer is NIS 117,040 ($ 32 ).

Effective as of July 1,

2024, the monthly consulting fee of the Chief Scientific Officer is NIS 134,550 ($ 37 ).

November 1, 2022, the Company entered into a consulting agreement with Shnida Ltd.

(“Shnida”), whereby the President and

Chief Executive Officer, through Shnida, 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 will be reimbursed for reasonable expenses

incurred in connection with performance of the agreement.

Effective as of January 1, 2024, the President and Chief Executive Officer

receives a monthly consulting fee of NIS 96,825 ($ 26 ).

Effective as of July 1, 2024, the monthly consulting fee of the President and

Chief Executive Officer is NIS 111,349 ($ 31 ).

Pursuant to the agreement, Shnida 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, effective as of January 1, 2024, the President and Chief Executive Officer receives gross monthly salary of

NIS 51,591 ($ 14 ) in consideration for his services as President and Chief Executive Officer of the Subsidiary.

Effective as of July

1, 2024, the President and Chief Executive Officer receives gross monthly salary of NIS 59,330 ($ 16 ) 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 phone and a company car pursuant to the terms of his agreement.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- RELATED PARTY TRANSACTIONS (continued):

Balances with related parties:

1 unchanged sentence

Accounts payable and accrued expenses - KNRY

Total payable to related parties

Expenses to related parties:

Nadav Kidron (President and Chief Executive Officer)

ORAMED PHARMACEUTICALS INC.

Nadav Kidron (President

and Chief Executive Officer)

- SUBSEQUENT EVENTS:

January 2, 2025, the Company granted 1,023,000 RSUs representing a right to receive shares of the Company’s common stock to the

Company’s executive officers.

The total amount of the RSUs shall vest in equal quarterly installments of approximately 85,249 over

a three year period starting with the first quarterly vesting on January 1, 2025.

The total fair value of these RSUs on the date of grant

was $ 2,465 based on the quoted closing market share price of $ 2.41 on the Nasdaq Capital Market on the date of grant.

January 2, 2025, the Company granted 328,500 PSUs representing a right to receive shares of the Company’s common stock to the Company’s

executive officers.

The total amount of the PSUs shall vest upon at the earliest of (1) the closing of a joint venture (“JV”)

transaction with HTIT;

or (2) the repayment to the Company of the value of its principal investment in Scilex plus 10 %.

The total fair

value of these PSUs on the date of grant was $ 792 based on the quoted closing market share price of $ 2.41 on the Nasdaq Capital Market

on the date of grant.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 14 - SUBSEQUENT EVENTS:

On January 4, 2024, the Company granted an aggregate of 150,000 RSUs representing a right to receive shares of the Company’s common stock to the Company’s board members.

The RSUs granted to the board members will vest in three equal annual installments on each of January 1, 2025, 2026 and 2027.

The total fair value of these RSUs on the date of grant was $ 359 , using the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant.

On January 4, 2024, the Company granted an aggregate of 37,610 RSUs representing a right to receive shares of the Company’s common stock to the Company’s board members.

The RSUs granted to certain board members will vest in four quarterly installments on each of April 1, 2024, July 1, 2024, October 1, 2024 and January 1, 2025.

The total fair value of these RSUs on the date of grant was $ 90 , using the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant.

On January 4, 2024, the Company granted an aggregate of 950,500 RSUs representing a right to receive shares of the Company’s common stock to the Company’s executive officers and one employee.

The RSUs granted to executive officers and one employee will vest in twelve equal quarterly installments starting January 8, 2024.

The total fair value of these RSUs on the date of grant was $ 2,272 , using the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant.

On January 4, 2024, the Company granted an aggregate of 294,000 PSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company.

The PSUs shall vest 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 $ 691 , using the Monte-Carlo model.

On January 22, 2024, the Company and its wholly-owned subsidiary, Oramed Ltd., entered into the JV Agreement, with HTIT Biotech and HTIT Sub, pursuant to which, subject to the terms and conditions set forth in the JV Agreement, the parties will establish a JV, based on the Company’s oral drug delivery technology.

The JV will focus on the development and worldwide commercialization of innovative products based on the Company’s oral insulin and POD™ (Protein Oral Delivery) pipeline and HTIT’s manufacturing capabilities and technologies.

The parties intend for the JV to use the protocol the Company is currently working on to initiate a Phase 3 oral insulin trial in the United States.

The Company and HTIT will initially hold equal shares in the JV, with each owning 50 % of the equity.

The Board of Directors will initially consist of equal representation from HTIT and the Company.

HTIT will contribute to the JV $ 70,000 in cash, while the Company will contribute $ 20,000 (comprised of $ 10,000 in cash and $ 10,000 in shares of the Company’s common stock that will be subject to certain registration rights) and will transfer intellectual property related to its oral insulin and POD™ technology, as well as other assets in the Company’s pipeline.

HTIT will have an option to invest additional funds into the JV up to an aggregate amount of $ 20,000 , thereby increasing its equity holdings and board representation.

The Company will be entitled to receive a 3 % royalty on gross revenues of the JV generated from Company-related assets.

The consummation of the JV Agreement is subject to and contingent upon the parties entering into additional agreements within a three-month period, including an asset transfer agreement for the transfer of the Company’s intellectual property to the JV, a commercial supply agreement for the manufacture and supply of products by HTIT to the JV, as well as other documents and agreements to regulate the relationship of the parties and the JV to be formed pursuant to the JV Agreement.

There is no assurance that the parties will complete and sign these additional agreements within the agreed timeline or at all.

If such agreements are not signed within the agreed timeframe, then either party may apply a 30-day extension, after which the JV Agreement may be terminated and voided by either party.

Thereafter, the consummation of the JV transaction is further subject to the satisfaction or waiver of certain other closing conditions within a three-month period following the completion of the aforesaid ancillary agreements.

If the closing conditions are not met within the agreed timeframe, then either party may apply a 30-day extension, after which the JV Agreement may be terminated and voided by either party.

In addition, completion of the transactions contemplated under the JV Agreement is subject to the satisfaction or waiver of customary and certain other closing conditions.

On January 30, 2024, the Company granted an aggregate of 3,750 RSUs representing a right to receive shares of the Company’s common stock to one of the Company’s board members.

The RSUs granted to the board member will vest in four quarterly installments on each of April 1, 2024, July 1, 2024, October 1, 2024 and January 1, 2025.

The total fair value of these RSUs on the date of grant was $ 11 , using the quoted closing market share price of $ 2.98 on the Nasdaq Capital Market on the date of grant.

Composite Copy of Certificate of Incorporation, as amended as of January 22, 2013, corrected February 8, 2013, as amended as of July 25, 2014, corrected September 5, 2017 and as further amended as of August 3, 2020 (incorporated by reference from our annual report on Form 10-K filed November 24, 2020)

Fourth Amended and Restated By-laws (incorporated by reference from our current report on Form 8-K filed February 27, 2023).

- SUBSEQUENT EVENTS (continued):

PSUs granted (continued):

The Company modified 294,000 outstanding

PSUs that were granted to the Company’s Executive Officers, adjusting the vesting criteria and performance targets.

will recognize stock-based compensation expense equal to the unrecognized grant-date fair value of the original award plus any incremental

fair value arising from the modification over the remaining requisite service period.

As of March 27, 2025, all PSUs that

granted to the Company’s Executive Officers achieved the first updated performance target.

B Note Consent

On January 2, 2025, the Company and other Tranche B Noteholders entered

into deferral and consent agreements with Scilex (the “Tranche B Consent”), deferring Scilex’s first amortization payment

under the Tranche B Note to October 8, 2026.

In consideration, the Company received $ 877 ($ 555 of the principal amount and $ 322 accrued

interest), and 2,500,000 Scilex Common Stock shares.

addition, as part of the Tranche B Consent and contingent upon certain conditions that were met:

● Scilex and the Tranche B Noteholders agreed to a 10-year, assignable 4 % royalty on global net sales of Gloperba and Elyxyb, excluding Elyxyb sales in Canada, with the Company entitled to 2 %.

Gloperba, an oral liquid colchicine formulation for gout, and Elyxyb, an oral solution for acute migraine treatment, represent key assets in Scilex’s portfolio.

The agreement was signed on February 28, 2025.

● The Tranche B Noteholders have the option to fund up to 50 % of the cash purchase price for Ex-US Product Rights to Gloperba and Elyxyb (excluding Elyxyb in Canada) and will receive proportional revenues from commercialization and licensing.

● Scilex granted the Tranche B Noteholders exclusive rights to develop and commercialize Elyxyb in Canada, entitling them to 50 % of net revenue.

A Note Maturity Date Extension Amendment

January 21, 2025, the Company entered into an amendment to the Tranche A Note (the “Tranche A Extension Amendment”), extending

the maturity date from March 21, 2025, to December 31, 2025 (the “Extended Maturity Date”).

Interest will continue to accrue

and be payable on the Extended Maturity Date.

In consideration of the extension, the Company received 3,250,000 shares of Scilex Common

License Agreement

part of the binding term sheet signed with Scilex under the Tranche B Note, on February 22, 2025, the Company, through its 50 % ownership

in RoyaltyVest, entered into an additional License Agreement with Scilex.

Under this agreement, RoyaltyVest acquired exclusive rights

to develop, manufacture, and commercialize lidocaine-based products, including ZTlido (lidocaine topical system 1.8%) and SP-103, outside

the United States.

As part of the arrangement, RoyaltyVest and Scilex will each receive 50 % of the net profits from the commercialization

of these products.

Given the Company’s 50 % ownership in RoyaltyVest, Oramed effectively holds a 25 % share in the profits generated

under this agreement.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- SUBSEQUENT EVENTS (continued):

Estate – Castel

In January 2025, the Company entered into an agreement to acquire a

parcel of land in Mevaseret Zion, Israel for a total purchase price of NIS 5,800 ($ 1,586 ).

The transaction is structured in installments,

and as of March 27, 2025, the Company has paid $ 1,210 toward the acquisition price.

Under the agreement, the developer is responsible

for executing all development-related activities, and the company and the developer will share the profits upon the future sale of the

The Company is currently evaluating the appropriate accounting treatment.

Supplemental Agreement

February 7, 2025, the Company and HTIT entered into a Joint Venture Agreement (the “JV Agreement”), amending the original

agreement signed on January 22, 2024.

The JV was formed to advance the development and commercialization of oral insulin, combining the

Company’s proprietary technology and funding with HTIT’s manufacturing capabilities.

Through this partnership, the JV will

have the technology, resources, and production capacity to bring oral insulin to market.

initial closing, set for April 30, 2025, includes an investment of $ 40,000 by HTIT and $ 7,500 by the Company into OraTech.

Additionally,

the Company will transfer all its intellectual property rights to OraTech.

Upon completion, both HTIT and the Company will receive OraTech

second closing, contingent on Nasdaq listing approval, involves a $ 20,000 investment by HTIT and an additional $ 7,500 investment by the

It is expected to close by May 31, 2025, but no later than September 1, 2025.

agreement also outlines the spin-off of OraTech, requiring regulatory filings and the distribution of at least 60 % of the Company’s

stake in OraTech to its shareholders.

Both the Company and HTIT agreed to a 120-day lock-up period post-listing, restricting share sales.

part of the JV Agreement, HTIT will receive $ 20,000 at the initial closing and $ 10,000 at the second closing under a Supply Agreement

with OraTech.

February 18, 2025, the Company received approval from the Israel Innovation Authority (IIA) to transfer all of its IIA-funded technology

to OraTech in accordance with the terms of the JV agreement.

This approval was granted upon the condition that the Company pays the aggregate

IIA grant amount, plus accrued interest, less all royalties paid to date.

February 27, 2025, the Company fulfilled its payment obligation by remitting $ 2,031 to the IIA, and as result the Company has no further

obligations to the IIA.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- SUBSEQUENT EVENTS (continued):

On March 4, 2025, the Company, through RoyaltyVest, participated in

a registered direct offering by BioXcel Therapeutics, Inc.

BTAI) (“BioXcel”), acquiring 2,000,000 shares of BioXcel’s

common stock and accompanying warrants to purchase up to an additional 2,000,000 shares.

The shares and warrants were purchased at a combined

offering price of $ 3.50 per share and warrant, representing 50 % of the total 4,000,000 shares issued in the offering.

The warrants have

an exercise price of $ 4.20 per share, are immediately exercisable, and will expire five years from the date of issuance.

is a biopharmaceutical company leveraging artificial intelligence to develop innovative medicines in neuroscience and immuno-oncology.

Its lead programs focus on treatments for agitation in neuropsychiatric disorders and other central nervous system conditions.

As of March 27, 2025, the Company, through RoyaltyVest, has sold 869,992

shares and continues to hold 1,130,008 shares of BioXcel common stock.

Estate Transactions

On March 24, 2025, the Company entered into a loan agreement to finance

a purchase of a real estate asset in Jerusalem Israel in the amount of $ 22,650 .

The loan has a one-year maturity and is secured by a first-ranking

mortgage on a property valued at approximately $ 800,000 , providing significant collateral coverage.

The loan bears an annual interest

rate of 12 %.

Copy of Certificate of Incorporation, as amended as of January 22, 2013, corrected February 8, 2013, as amended as of July 25,

2014, corrected September 5, 2017 and as further amended as of August 3, 2020 (incorporated by reference from our annual report on

Form 10-K filed November 24, 2020)

Amended and Restated By-laws, adopted effective March 27, 2025.

Fifth Amended and Restated By-laws, adopted effective March 27, 2025 (marked copy).

Specimen Common Stock Certificate (incorporated by reference from our registration statement on Form S-1 filed February 1, 2013).

Description of Securities (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November 1, 2022, for the services of Nadav Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Amendment, dated April 27, 2023, to Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November 1, 2022, for the services of Nadav Kidron.

Amendment, dated January 8, 2024, to Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November 1, 2022, for the services of Nadav Kidron.

Employment Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022 (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Amendment, dated April 27, 2023, to Employment Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022.

Amendment, dated January 8, 2024, to Employment Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022.

Consulting Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron (incorporated by reference from our current report on Form 8-K filed July 2, 2008).

Amendment, dated November 13, 2014, to Consulting Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 14, 2014).

Amendment, dated July 13, 2013, to Consulting Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008 for the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 14, 2014).

Amendment, dated July 21, 2015, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 25, 2015).

Amendment, dated June 27, 2016, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 25, 2016).

Amendment, dated June 30, 2017, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 29, 2017).

Amendment, dated January 10, 2020, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron (incorporated by reference from our quarterly report on Form 10-Q filed April 6, 2020).

Amendment, dated September 19, 2021, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 24, 2021).

Amendment, dated April 27, 2023, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron.

Amendment, dated January 8, 2024, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron.

Employment Agreement, dated May 23, 2021, by and between Oramed Ltd.

and David Silberman (incorporated by reference from our quarterly report on Form 10-Q filed July 14, 2021).

First Amendment, dated September 19, 2021, to Employment Agreement, by and between Oramed Ltd.

and David Silberman (incorporated by reference from our annual report on Form 10-K filed November 24, 2021).

Second Amendment, dated October 25, 2022, to Employment Agreement, by and between Oramed Ltd.

and David Silberman (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Third Amendment, dated April 27, 2023, to Employment Agreement, by and between Oramed Ltd.

and David Silberman.

Fourth Amendment, dated January 8, 2024, to Employment Agreement, by and between Oramed Ltd.

and David Silberman.

Representative Form of Indemnification Agreements between Oramed Pharmaceuticals Inc.

and each of our directors and officers.

Oramed Pharmaceuticals Inc.

Second Amended and Restated 2008 Stock Incentive Plan (incorporated by reference from our definitive proxy statement on Schedule 14A filed August 4, 2016).

Form of Restricted Stock Unit Notice and Restricted Stock Unit Agreement (incorporated by reference from our annual report on Form 10-K filed November 14, 2014).

Form of Restricted Stock Unit Notice and Restricted Stock Unit Agreement between the Company and the Chief Scientific Officer or Chief Exectuvie Officer (incorporated by reference from our annual report on Form 10-K filed November 29, 2017).

Form of Notice of Stock Option Award and Stock Option Award Agreement (incorporated by reference from our current report on Form 8-K filed July 2, 2008).

Oramed Pharmaceuticals Inc.

2019 Stock Incentive Plan (incorporated by reference from our definitive proxy statement on Schedule 14A filed August 6, 2019).

Oramed Pharmaceuticals Inc.

Amended and Restated 2019 Stock Incentive Plan (incorporated by reference from our definitive proxy statement on Schedule 14A filed June 30, 2020).

Amendment to Oramed Pharmaceuticals Inc.

Amended and Restated 2019 Stock Incentive Plan (incorporated by reference from our definitive proxy statement on Schedule 14A filed June 2, 2022).

Form of Notice of Stock Option Award and Stock Option Award Agreement (incorporated by reference from our annual report on Form 10-K filed November 27, 2019).

Form of Restricted Stock Unit Notice and Restricted Stock Unit Agreement (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Patent Transfer Agreement, dated February 22, 2011, between Oramed Ltd.

Description of Securities.

Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November 1, 2022, for the services of Nadav

Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

dated April 27, 2023, to Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November

1, 2022, for the services of Nadav Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2024).

dated January 8, 2024, to Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November

1, 2022, for the services of Nadav Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2024).

Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022 (incorporated by reference from our annual

report on Form 10-K filed March 6, 2023).

dated April 27, 2023, to Employment Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022 (incorporated

by reference from our annual report on Form 10-K filed March 6, 2024).

dated January 8, 2024, to Employment Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022 (incorporated

by reference from our annual report on Form 10-K filed March 6, 2024).

Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron (incorporated

by reference from our current report on Form 8-K filed July 2, 2008).

dated November 13, 2014, to Consulting Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for

the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 14, 2014).

dated July 13, 2013, to Consulting Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008 for the services

of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 14, 2014).

dated July 21, 2015, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 25, 2015).

dated June 27, 2016, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 25, 2016).

dated June 30, 2017, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 29, 2017).

dated January 10, 2020, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for

the services of Miriam Kidron (incorporated by reference from our quarterly report on Form 10-Q filed April 6, 2020).

dated September 19, 2021, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for

the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 24, 2021).

dated April 27, 2023, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2024).

dated January 8, 2024, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2024).

Agreement, dated June 6, 2024, between Oramed Ltd.

and Avraham Gabay (incorporated by reference from our quarterly report on Form

10-Q filed August 4, 2024).

Representative

Form of Indemnification Agreements between Oramed Pharmaceuticals Inc.

and each of our directors and officers (incorporated by reference

from our quarterly report on Form 10-Q filed August 14, 2024).

Pharmaceuticals Inc.

Second Amended and Restated 2008 Stock Incentive Plan (incorporated by reference from our definitive proxy statement

on Schedule 14A filed August 4, 2016).

of Restricted Stock Unit Notice and Restricted Stock Unit Agreement (incorporated by reference from our annual report on Form 10-K

filed November 14, 2014).

of Restricted Stock Unit Notice and Restricted Stock Unit Agreement between the Company and the Chief Scientific Officer or Chief

Executive Officer (incorporated by reference from our annual report on Form 10-K filed November 29, 2017).

of Notice of Stock Option Award and Stock Option Award Agreement (incorporated by reference from our current report on Form 8-K filed

July 2, 2008).

Pharmaceuticals Inc.

2019 Stock Incentive Plan (incorporated by reference from our definitive proxy statement on Schedule 14A filed

August 6, 2019).

Pharmaceuticals Inc.

Amended and Restated 2019 Stock Incentive Plan (incorporated by reference from our definitive proxy statement

on Schedule 14A filed June 30, 2020).

to Oramed Pharmaceuticals Inc.

Amended and Restated 2019 Stock Incentive Plan (incorporated by reference from our definitive proxy

statement on Schedule 14A filed June 2, 2022).

of Notice of Stock Option Award and Stock Option Award Agreement (incorporated by reference from our annual report on Form 10-K filed

November 27, 2019).

of Restricted Stock Unit Notice and Restricted Stock Unit Agreement (incorporated by reference from our annual report on Form 10-K

filed March 6, 2023).

Transfer Agreement, dated February 22, 2011, between Oramed Ltd.

and Entera Bio Ltd.

(incorporated by reference from our registration statement on Form S-1 filed March 25, 2011).

Amended and Restated Technology License Agreement, dated December 21, 2015, between Hefei Tianhui Incubator of Technologies Co., Ltd., Oramed Pharmaceuticals, Inc.

(incorporated by reference from our registration

statement on Form S-1 filed March 25, 2011).

and Restated Technology License Agreement, dated December 21, 2015, between Hefei Tianhui Incubator of Technologies Co., Ltd., Oramed

Pharmaceuticals, Inc.

and Oramed Ltd.

(Confidential treatment has been granted for portions of this document) (incorporated by reference from our quarterly report on Form 10-Q filed January 13, 2016).

(Confidential treatment has been granted for portions of this document) (incorporated by reference

from our quarterly report on Form 10-Q filed January 13, 2016).

Amendment to the Amended and Restated Technology License Agreement, dated June 3, 2016, between Hefei Tianhui Incubator of Technologies Co., Ltd., Oramed Pharmaceuticals, Inc.

6 unchanged sentences

The confidential portions will be omitted and filed separately, on a confidential basis, with the Securities and Exchange Commission) (incorporated by reference from our annual report on Form 10-K filed November 25, 2016).

Joint Venture Agreement, dated January 22, 2024, among Oramed Pharmaceuticals Inc., Oramed Ltd., Hefei Tianhui Biotech Co., Ltd.

and Technowl Limited (incorporated by reference from our current report on Form 8-K filed January 23, 2024).

Equity Distribution Agreement, dated September 1, 2021, by and between the Company and Cantor Fitzgerald & Co.

(incorporated by reference from our current report on Form 8-K filed September 1, 2021).

License Agreement, dated as of March 18, 2021, between the Company, Oramed Ltd.

and Oravax Medical Inc.

Venture Agreement, dated January 22, 2024, among Oramed Pharmaceuticals Inc., Oramed Ltd., Hefei Tianhui Biotech Co., Ltd.

Limited (incorporated by reference from our current report on Form 8-K filed January 23, 2024).

the Market Offering Agreement, dated March 18, 2024, by and among the Company, Rodman & Renshaw LLC and StockBlock Securities

(incorporated by reference from our current report on Form 8-K filed March 18, 2024).

Stockholders Agreement, dated as of March 18, 2021, between Oramed Pharmaceuticals Inc., Akers Biosciences Inc., Premas Biotech PVT Ltd., Cutter Mill Capital LLC, and Run Ridge LLC.

Agreement, dated as of March 18, 2021, between the Company, Oramed Ltd.

and Oravax Medical Inc.

(incorporated by reference from our

current report on Form 8-K filed March 19, 2021).

Agreement, dated as of March 18, 2021, between Oramed Pharmaceuticals Inc., Akers Biosciences Inc., Premas Biotech PVT Ltd., Cutter

Mill Capital LLC, and Run Ridge LLC.

(incorporated by reference from our Form 8-K filed March 19, 2021).

Securities Purchase Agreement, dated September 21, 2023 by and between Scilex Holding Company and Oramed Pharmaceuticals Inc.

(incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Senior Secured Promissory Note, dated September 21, 2023 issued to Oramed Pharmaceuticals Inc.

by Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

ORMP CS-1 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

ORMP CS-2 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

ORMP CS-3 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

ORMP CS-4 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

ORMP CS-5 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Scilex Holding Company Specimen Warrant Certificate (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Registration Rights Agreement, dated September 21, 2023, by and between Oramed Pharmaceuticals Inc.

and Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Subsidiary Guarantee, dated September 21, 2023, by and among Oramed Pharmaceuticals, Acquiom Agency Services LLC, Scilex Holding Company, and certain subsidiaries of Scilex Holding Company party thereto (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Security Agreement, dated September 21, 2023, by and among Oramed Pharmaceuticals, Acquiom Agency Services LLC, Scilex Holding Company, and certain subsidiaries of Scilex Holding Company party thereto (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Mutual Termination and Release Agreement, dated September 21, 2023, by and between Sorrento Therapeutics, Inc.

and Oramed Pharmaceuticals, Inc.

Purchase Agreement, dated September 21, 2023 by and between Scilex Holding Company and Oramed Pharmaceuticals Inc.

(incorporated

by reference from our current report on Form 8-K filed September 26, 2023).

Secured Promissory Note, dated September 21, 2023 issued to Oramed Pharmaceuticals Inc.

by Scilex Holding Company (incorporated by

reference from our current report on Form 8-K filed September 26, 2023).

ORMP CS-1 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

ORMP CS-2 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

ORMP CS-3 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

ORMP CS-4 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

ORMP CS-5 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

Holding Company Specimen Warrant Certificate (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Rights Agreement, dated September 21, 2023, by and between Oramed Pharmaceuticals Inc.

and Scilex Holding Company (incorporated by

reference from our current report on Form 8-K filed September 26, 2023).

Guarantee, dated September 21, 2023, by and among Oramed Pharmaceuticals, Acquiom Agency Services LLC, Scilex Holding Company, and

certain subsidiaries of Scilex Holding Company party thereto (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

Agreement, dated September 21, 2023, by and among Oramed Pharmaceuticals, Acquiom Agency Services LLC, Scilex Holding Company, and

certain subsidiaries of Scilex Holding Company party thereto (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

Termination and Release Agreement, dated September 21, 2023, by and between Sorrento Therapeutics, Inc.

and Oramed Pharmaceuticals,

(incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Oravax Medical, Inc.

Medical, Inc.

2021 Long-Term Incentive Plan (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Oravax Stock Option Agreement (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Subsidiaries (incorporated by reference from our annual report on Form 10-K filed November 24, 2021).

Consent of Kesselman & Kesselman, Independent Registered Public Accounting Firm.

Stock Option Agreement (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Agreement, dated as of September 20, 2024, by and between Oramed Pharmaceuticals Inc.

and Scilex Holding Company (incorporated by

reference from our current report on Form 8-K filed September 23, 2024).

Services Agreement dated September 23, 2024, between Oramed Ltd.

and InClin, Inc.

(incorporated by reference from our current report

on Form 8-K filed September 26, 2024).

Purchase Agreement, dated October 7, 2024, by and between Scilex Holding Company and the investors signatory thereto (incorporated

by reference from our current report on Form 8-K filed October 8, 2024).

1 to Scilex-Oramed SPA, dated October 8, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals Inc (incorporated

by reference from our current report on Form 8-K filed October 8, 2024).

B Senior Secured Convertible Note, dated October 8, 2024, issued by Scilex Holding Company to the Company (incorporated by reference

from our current report on Form 8-K filed October 8, 2024).

to Purchase Common Stock, dated October 8, 2024, issued by Scilex Holding Company to the Company (incorporated by reference from

our current report on Form 8-K filed October 8, 2024).

and Sale Agreement, dated October 8, 2024, by and among Scilex Holding Company, Silex Pharmaceuticals Inc.

and the purchasers signatory

thereto (incorporated by reference from our current report on Form 8-K filed October 8, 2024).

Agreement, dated October 8, 2024, by and among Scilex Pharmaceuticals Inc., and the purchasers signatory thereto (incorporated by

reference from our current report on Form 8-K filed October 8, 2024).

Subordination

Agreement, dated October 8, 2024, by and among Scilex Pharmaceuticals Inc., Acquiom Agency Services LLC and other signatories thereto

(incorporated by reference from our current report on Form 8-K filed October 8, 2024).

and Amendment, dated as of October 8, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals Inc.

(incorporated by

reference from our current report on Form 8-K filed October 8, 2024).

Guarantee Amendment, dated October 8, 2024, made by certain of Scilex Holding Company subsidiaries in favor of the holders of

that certain Tranche A Note (incorporated by reference from our current report on Form 8-K filed October 8, 2024).

and Restated Security Agreement, dated October 8, 2024, by and among Scilex Holding Company, the Subsidiaries of Scilex Holding Company

party thereto, Oramed Pharmaceuticals Inc.

and Acquiom Agency Services LLC (incorporated by reference from our current report on

Form 8-K filed October 8, 2024).

of World License Term Sheet, dated October 8, 2024, between Oramed Pharmaceuticals Inc., Scilex Holding Company and the other parties

signatories thereto (incorporated by reference from our current report on Form 8-K filed October 8, 2024).

Among Holders, dated October 8, 2024, by and between Oramed Pharmaceuticals Inc., Acquiom Agency Services LLC and the other signatories

thereto (incorporated by reference from our current report on Form 8-K filed October 8, 2024).

and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals

Inc., SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference from our current report on Form 8-K

filed January 3, 2025).

to Senior Secured Promissory Note, dated January 21, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., and

SCLX Stock Acquisition JV LLC (incorporated by reference from our current report on Form 8-K filed January 22, 2025).

Agreement Completion Protocol and Supplemental Agreement, dated as of February 7, 2025, by and among Oramed Pharmaceuticals Inc.,

Oramed NewCo, Inc., Oramed Ltd., Hefei Tianhui Biotech Co., Ltd.

and Technowl Limited (incorporated by reference from our current

report on Form 8-K filed February 11, 2025).

of Registration Rights Agreement, to be executed by and among Oramed Pharmaceuticals Inc., Oramed NewCo, Inc.

and Technowl Limited

(incorporated by reference from our current report on Form 8-K filed February 11, 2025).

Transfer Agreement, dated as of February 7, 2025, by and among Oramed Pharmaceuticals Inc., Oramed NewCo, Inc.

and Oramed Ltd (incorporated

by reference from our current report on Form 8-K filed February 11, 2025).

Agreement, dated as of February 7, 2025, by and among Oramed NewCo, Inc., Hefei Tianhui Biotech Co., Ltd.

and Technowl Limited (incorporated

by reference from our current report on Form 8-K filed February 11, 2025).

Agreement, dated as of February 7, 2025, by and among Oramed NewCo, Inc., Hefei Tianhui Biotech Co., Ltd.

and Technowl Limited (incorporated

by reference from our current report on Form 8-K filed February 11, 2025).

Agreement and Release, effective as of February 7, 2025, by and among Oramed Pharmaceuticals Inc., Oramed Ltd.

Oramed NewCo Inc.,

and Hefei Tianhui Biotech Co., Ltd (incorporated by reference from our current report on Form 8-K filed February 11, 2025).

Amendment, dated November 7, 2024, to Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November 1, 2022, for the services of Nadav Kidron.

Amendment, dated November 7, 2024, to Employment Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022.

Amendment, dated November 7, 2024, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron.

Oramed Pharmaceuticals Inc.

Insider Trading Policy.

Subsidiaries.

of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an

independent registered public accounting firm.

Certification Statement of the Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

5 unchanged sentences

Oramed Pharmaceuticals Inc.

Clawback Policy, adopted November 9, 2023

The following financial statements from the Company’s annual report on Form 10-K for the year

ended December 31, 2023, formatted in XBRL (eXtensible Business Reporting Language):

(i) Consolidated Balance Sheets, (ii) Consolidated

Statements of Loss, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash

Flows and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail.

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Clawback Policy, adopted November 9, 2023 (incorporated by reference from our annual report on Form 10-K filed March 6, 2024).

The following financial

statements from the Company’s annual report on Form 10-K for the year ended December 31, 2024, formatted in XBRL (eXtensible

Business Reporting Language):

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Loss, (iii) Consolidated Statements

of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial

Statements, tagged as blocks of text and in detail.

Cover Page Interactive

Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

Furnished herewith.

Management contract or compensation plan.

Certain exhibits and similar attachments to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

A copy of any omitted exhibit or other attachment will be furnished supplementary to the SEC upon request.

Management contract or

compensation plan.

Certain exhibits and similar

attachments to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

A copy of any omitted exhibit

or other attachment will be furnished supplementary to the SEC upon request.

FORM 10-K SUMMARY.

Pursuant to the requirements

of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

ORAMED PHARMACEUTICALS INC.

/s/ Nadav Kidron

to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.

ORAMED PHARMACEUTICALS

Nadav Kidron,

President and Chief Executive Officer

March 6, 2024

Pursuant to the requirements

of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and

in the capacities and on the dates indicated.

/s/ Nadav Kidron

President and Chief Executive

March 27, 2025

to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Nadav Kidron,

President and Chief Executive Officer and Director

President and Chief Executive

Officer and Director

(principal executive officer)

/s/ David Silberman

Avraham Gabay

March 27, 2025

David Silberman,

Avraham Gabay,

Chief Financial Officer

(principal financial and accounting officer)

/s/ Daniel Aghion

(principal financial and

accounting officer)

Daniel Aghion

March 27, 2025

Daniel Aghion,

/s/ Miriam Kidron

Miriam Kidron

March 27, 2025

Miriam Kidron,

/s/ Arie Mayer

March 27, 2025

/s/ Leonard Sank

Yehuda Reznick

March 27, 2025

Yehuda Reznick,

March 27, 2025

Leonard Sank,

/s/ Benjamin Shapiro

Benjamin Shapiro

March 27, 2025

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures