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Item 9A. Controls and Procedures

2023-03-06 compared with 2021-11-24 · 1288 added, 1089 removed, 1117 unchanged (68% of the section changed)

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Our management, including

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

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

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

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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 August 31, 2021 based on the current framework for Internal Control-Integrated

of our internal control over financial reporting as of December 31, 2022 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 August 31, 2021 at a reasonable

assurance level.

our management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022 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 August 31, 2021 that have materially affected, or are

internal control over financial reporting that occurred during the quarter ended December 31, 2022 that have materially affected, or are

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

OTHER INFORMATION.

Not applicable.

DISCLOSURE REGARDING FOREIGN

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CORPORATE GOVERNANCE.

Set forth below is certain

information with respect to the individuals who are our directors and executive officers.

President, Chief Executive Officer and Director

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)

Miriam Kidron

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David Silberman

Chief Financial Officer, Treasurer and Secretary

Chief Financial Officer and Treasurer

Joshua Hexter

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Chief Commercial Officer

Aviad Friedman

Chairman, Director

Netanel Derovan

Chief Legal Officer and Secretary

Miriam Kidron is Mr.

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The following is a brief account

of the education and business experience during at least the past five years of each director and 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.

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 a director in March 2006.

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 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.

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.

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, and is a member of the Israel

Bar Association.

and an International

MBA from Bar Ilan University, Israel.

We believe that Mr.

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as his knowledge and familiarity with corporate management.

Miriam Kidron

was appointed Chief Scientific Officer and a director in March 2006.

Kidron is a pharmacologist and a

biochemist with a Ph.D.

Miriam Kidron was

appointed Chief Scientific Officer and director in March 2006.

Kidron is a pharmacologist and a biochemist

in biochemistry.

From 1990 to 2007, Dr.

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

Hospital in Jerusalem, Israel.

During 2003 and 2004, Dr.

Kidron served as a consultant to Emisphere Technologies Inc., a company that

specializes in developing broad-based proprietary drug delivery platforms.

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.

is a recipient of the Bern Schlanger Award.

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.

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

David Silberman

was appointed Chief Financial Officer, Treasurer and Secretary effective July 2021.

Prior to his appointment, from April

2018 until May 2021, Mr.

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.

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..

Silberman served as Global Internal Audit senior manager at Teva

Pharmaceutical Industries Ltd.

From 2009 to 2014, Mr.

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

Thornton Fahn Kanne Control Management.

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 a DCG and a 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 & Business Officer , effective September 2019.

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 & Business Officer in September 2019.

Prior to his appointment, Mr.

Hexter served

as Chief Business Officer at BrainsWay Ltd.

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 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.

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Michael Rabinowitz

was appointed Chief Commercial Officer , effective August 1, 2021.

Prior to his appointment, from June 1993 until

February 2021, Mr.

Rabinowitz served in various marketing, sales, business development, and financial leadership roles at the global biopharmaceutical

company Merck & Co., where he launched and marketed products in over 30 countries across several disease areas, including launching

billion-dollar oral agents in diabetes and managing a global business.

Rabinowitz holds a Masters’ Degree from The Carlson School

of Management, University of Minnesota.

He has also participated in executive health care programs at the Harvard Business School.

Aviad Friedman

became a director in August 2016.

Friedman is an international businessman and since July 2021, he has been acting as

Director General of Israel’s Housing Ministry.

From 2007 to 2021, he was Chief Executive Officer of Most Properties 1998 Ltd..

Friedman was the first Director General of Israel’s Ministry of Diaspora Affairs and served as personal advisor to Prime Minister

Ariel Sharon from 2001 to 2005.

Friedman served as Chief Operating Officer of one of Israel’s premier newspapers, Ma’ariv

from 2003 to 2007, and has more than 15 years of experience serving on boards of public and private companies including Maayan Ventures,

Capital Point, Rosetta Green Ltd and Aerodrome Groupe Ltd.

Friedman additionally served as an investor and consultant at Rhythmia

from 2007, and was actively involved in the sale of the company to Boston Scientific in 2012.

Friedman holds a bachelor’s

degree and master’s degree with honors in Public Administration from Bar-Ilan University.

We believe that Mr.

qualifications to serve on our Board include his experience in serving as a director of public and private companies as well as his knowledge

and familiarity with corporate finance.

was appointed Chief Commercial Officer in August 2021.

Prior to his appointment, Mr.

Rabinowitz served for over 25 years,

from 1993 to 2021, in various marketing, sales, business development, and financial leadership roles at the global biopharmaceutical company

Merck & Co., where he launched and marketed products in over 30 countries across several disease areas, including launching billion-dollar

oral agents in diabetes and managing a global business.

Rabinowitz holds a bachelors’ degree summa cum laude from Northwestern

University and a masters’ degree from The Carlson School of Management at the University of Minnesota.

He has also participated

in executive health care programs at the Harvard Business School and the Wharton School of the University of Pennsylvania.

Netanel Derovan

was appointed Chief Legal Officer and Secretary in January 2022.

Prior to his appointment, from 2012 to 2021, Mr.

served as executive counsel, corporate and securities, in the legal department of Teva Pharmaceutical Industries Ltd.

From 2004 to 2012,

he served as senior counsel in the International Corporate and Securities Department of Goldfarb Seligman & Co.

From 2002 to 2004,

he served as an associate attorney in the International Corporate Department at Caspi & Co.

From 2001 to 2002, he served as a legal

intern at Gornitzky & Co.

Derovan holds an LLB degree from Bar Ilan University and is a member of the Israel Bar Association.

became a director in December 2019.

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relevant education in the fields of chemistry and biochemistry.

became a director in August 2016 and Chairman of the Board in July 2017.

Rakin is a co-founder and partner at Quantum

Si Incorporated (formerly HighCape Partners), a growth equity life sciences fund where he has served since 2013.

From June 2011 to November

Rakin was the President of Regenerative Medicine at Shire plc, or Shire, a leading specialty biopharmaceutical company.

to joining Shire, Mr.

Rakin served as the Chairman and Chief Executive Officer of Advanced BioHealing, Inc.

from 2007 until its acquisition

by Shire for $750 million in June 2011.

Rakin currently serves on the boards of Quantum-Si Inc.

QSI), Aziyo Biologics Inc.

AZYO) and Nyxoah SA (Nasdaq:

NYXH) as well as a number of private companies.

Rakin holds an MBA from Columbia University

and received his graduate and undergraduate degrees in Commerce from the University of Cape Town, South Africa.

We believe that Mr.

qualifications to serve on our Board include his extensive experience as an executive in the biotechnology industry, as well as his service

in positions in various companies as a chief executive officer, chief financial officer and president and his involvement in public and

private financings and mergers and acquisitions in the biotechnology industry.

became a director in April 2022.

Rozov is the founder and managing partner of Terrace Edge Ventures LLC, a financial

advisory firm, since January 2022.

From 2019 to 2021, Mr.

Rozov was a Partner of GoldenTree Asset Management LLC, a leading global credit

asset management firm.

From 2019 to 2021, Mr.

Rozov also served as the Chief Executive Officer and President of Syncora Guarantee Inc.

and from 2020 to 2021, as Chief Executive Officer of Financial Guaranty UK Ltd, each of which is a stand-alone specialty insurance company

owned by GoldenTree.

From 2009 to 2019, he was a Partner and Managing Director at Moelis & Company where he headed the Financial Institution

Advisory group and was on the Management Committee of Moelis Asset Management.

From 2014 to 2019, Mr.

Rozov helped co-found College Avenue

Student Loans LLC and served on its board and co-founded Chamonix Partners Capital Management LLC.

From 2007 to 2009, Mr.

Managing Director at UBS AG, where he was the Head of the Americas for the Repositioning Group.

Rozov serves on the board of directors

of Midwest Holding Inc.

since June 2022, and on the board of directors of Neo Performance Materials Inc.

since August 2022.

holds an M.Sc.

in data science from Columbia University and a bachelor’s degree with highest honors in physics and materials engineering

from Rutgers University.

We believe Mr.

qualifications to serve on the Board include his many years of experience in capital markets, corporate finance, investment banking and

investment management, with substantial experience in corporate strategy and governance.

became a director in October 2007.

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respect to the election of directors.

Each director is 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.

may also appoint additional 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

that Aviad Friedman, Arie Mayer, Kevin Rakin and Leonard Sank are independent as defined under the rules promulgated by Nasdaq.

The Board has determined that

Arie Mayer, Yadin Rozov and Leonard Sank are independent as defined under the rules promulgated by the Nasdaq.

Except for Dr.

Mayer, who serves on the Board of Directors of Oravax, a company 63% owned by us, none of the independent directors has any relationship

with us besides serving on our Board.

We have determined that each

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Board Meeting Attendance

During fiscal 2021, our

Board held 15 meetings and took actions by written consent on 13 occasions.

Board members are encouraged to attend our annual

meetings of stockholders.

All of our directors, except

Gao Xiaoming, whose term as a director expired on August 30, 2021, 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.

Audit Committee and Audit

Committee Financial Expert

During the fiscal year ended

December 31, 2022, our Board held six meetings and took action by written consent on nine occasions.

During the Transition Period, our

Board held five meetings and took action by written consent on one occasion.

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.

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

Audit Committee and Audit Committee Financial

The members of our Audit Committee

are Aviad Friedman, Arie Mayer and Kevin Rakin.

Our Board has determined that Aviad Friedman is an “audit committee financial expert”

Arie Mayer, Yadin Rozov and Leonard Sank.

Our Board has determined that Yadin Rozov is an “audit committee financial expert”

as set forth in Item 407(d)(5) of Regulation S-K and that all members of the Audit Committee are “independent” as defined

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(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 six

times and took action by written consent on four occasions during the fiscal year ended December 31, 2022.

Our Audit Committee met three

times and took action by written consent on two occasions during the Transition Period.

Compensation Committee

The members of our Compensation

Committee are Aviad Friedman, Kevin Rakin and Leonard Sank.

Committee are Dr.

Arie Mayer, Leonard Sank and Yadin Rozov.

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

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Making recommendations to our Board with respect to director compensation.

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 twice and took action by written consent on four occasions during the fiscal year ended December 31, 2022.

Our Compensation Committee

met once and took action by written consent on two occasions during the Transition Period.

Nominating Committee

The members of our Nominating Committee are Arie Mayer and Kevin Rakin.

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 include:

Overseeing the composition and size of the Board, developing qualification criteria for Board members and actively seeking, interviewing and screening individuals qualified to become Board members for recommendation to the Board;

The members of our Nominating

Committee are Dr.

Arie Mayer, Leonard Sank and Yadin Rozov.

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 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.

Our Nominating Committee took

action by written consent on two occasions during the fiscal year ended December 31, 2022.

Our Nominating Committee did not meet or take

action by written consent during the Transition Period.

Delinquent Section 16(a) Reports

Based solely upon a review

of Forms 3, 4 and 5, and amendments thereto, furnished to us during fiscal 2021, we believe that during fiscal 2021, 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:

(a) Avraham Gabay, our former Chief Financial Officer, failed to timely file a Form 4 reporting his February

3, 2021 acquisition of options to purchase 40,000 shares of our common stock.

Gabay filed a Form 4 reporting this transaction on February

8, 2021, (b) Joshua Hexter, our Chief Operating & Business Officer, failed to timely file a Form 4 reporting his February 3, 2021

acquisition of options to purchase 50,000 shares of our common stock.

Hexter filed a Form 4 reporting this transaction on February

8, 2021, (c) Nadav Kidron, our President, Chief Executive Officer and one of our directors, failed to timely file a Form 4 reporting his

February 3, 2021 acquisition of options to purchase 150,000 shares of our common stock.

Kidron filed a Form 4 reporting this transaction

on February 8, 2021 and (d) Miriam Kidron, our Chief Scientific Officer and one of our directors, failed to timely file a Form 4 reporting

her February 3, 2021 acquisition of options to purchase 100,000 shares of our common stock.

Kidron filed a Form 4 reporting this transaction

on February 8, 2021.

of Forms 3, 4 and 5, and amendments thereto, furnished to us during the fiscal year ended December 31, 2022 and the Transition Period,

we believe that during the fiscal year ended December 31, 2022 and the Transition Period, 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

Arie Mayer, one of our directors, failed to timely file a Form 4 reporting his November 1, 2021 sale of 3,000 shares of our common

Mayer filed a Form 4 reporting this transaction on May 10, 2022.

Code of Ethics

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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, or CEO, 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 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.

EXECUTIVE COMPENSATION.

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our “named executive officers,” or NEOs.

Our NEOs for fiscal 2021 are those four individuals listed in the “Summary

Compensation Table” below.

The Compensation Committee believes that our executive compensation is appropriately designed to incentivize

our named executive officers 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 named executive officers are critical to the achievement of our

corporate goals, through which we can drive stockholder value.

Our NEOs for the year ended

December 31, 2022 and the Transition Period 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

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 Exchange Act.

The Compensation Committee has the authority and responsibility to review and approve the compensation of our CEO 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.

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

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With respect to equity compensation,

the Compensation Committee makes awards to executives under our 2019 Stock Incentive Plan, as amended and restated, 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.

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

Elements of Compensation

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(iii) long-term equity incentive compensation

in the form of stock option grants;

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 fiscal 2021, 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.

compensation levels and making specific compensation decisions for our NEOs in the year ended December 31, 2022 and the Transition Period,

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 year.

The Compensation Committee also takes into consideration the CEO’s recommendations for executive compensation of the other NEOs.

The CEO generally presents these recommendations at the time of our Compensation Committee’s review of executive compensation arrangements.

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, 2022, the Compensation Committee received consulting services from Deloitte Israel & Co., or Deloitte, 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.

Deloitte collected SEC filings data regarding U.S.

and Israeli compensation practices and

developed a peer group of the following U.S.

and Israeli companies:

Theseus Pharmaceuticals Inc., Athira Pharma Inc., Zomedica Corp.,

Rallybio Corp., Verastem Inc., VistaGen Therapeutics Inc., Acumen Pharmaceuticals Inc., Enochian Biosciences Inc., Aldeyra Therapeutics

Inc., Viking Therapeutics Inc., Eliem Therapeutics Inc., Werewolf Therapeutics Inc., Compugen Ltd., Urogen Pharma Ltd., Kamada Ltd., Gamida

Cell Ltd., Sol Gel Technologies Ltd., Redhill Biopharma Ltd., Collplant Biotechnologies Ltd., Enlivex Therapeutics Ltd., Vascular Biogenics

Ltd., PolyPid Ltd.

and BioLine RX Ltd.

Following its review, Deloitte provided recommendations for cash and equity compensation at various

percentiles for the Compensation Committee’s consideration.

The Compensation Committee

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commercial and operational performance.

None of the factors above has a dominant weight in determining the compensation of our named executive

officers, 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.

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

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

In fiscal 2021, our Compensation

Committee increased the base salary of one of our NEOs by 15% as it deemed this to be a reasonable rate based on, among other factors,

such NEO’s increased responsibilities and time passed since the last salary increase.

the year ended December 31, 2022, 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 from Deloitte,

as it determined the salary was not in line with market compensation.

In the Transition Period, our Compensation Committee increased the

base salary of most of our NEOs by 15% based on the report from an independent compensation consultant, as it determined salaries were

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.

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.

Bonuses are awarded generally

based on corporate performance, with adjustments made within a range for individual performance, at the discretion of the Compensation

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.

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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, 2022 described above, Deloitte also provided consulting services in connection with grants of equity awards

to our executive officers.

Deloitte 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

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other customary or mandatory social benefits in Israel.

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

in Israel to managers and officers.

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

customary benefits in Israel to managers and officers.

We do not believe that the

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total compensation.

The Company pays for certain

direct costs, related taxes and expenses incurred in connection with the relocation of our CEO to United States.

During fiscal 2021, such

relocation expenses totaled approximately $377,000, and included mainly payments intended to reflect the difference in the cost of living

between Israel and the United States, relocation expenses, accommodation allowances, education allowances, health insurance and related

The Company paid for certain direct costs, related taxes and expenses

incurred in connection with the relocation of our President and Chief Executive Officer to the United States.

During the fiscal year ended

December 31, 2022 and the Transition Period, such relocation expenses totaled approximately $331,000 and $109,000, respectively, and included

mainly payments intended to reflect the difference in the cost of living between Israel and the United States, relocation expenses, accommodation

allowances, education allowances, health insurance and related taxes.

Say-on-Pay Vote

Our stockholders

approved, on an advisory basis, our executive compensation program at our annual meeting of stockholders held on August 3, 2020.

not seek or receive any specific feedback from our stockholders concerning our executive compensation program during the past fiscal year.

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

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee

has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with our management

and, based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis

be included in this Annual Report on Form 10-K and in our proxy statement relating to our next annual meeting of stockholders.

Compensation Committee Members:

Aviad Friedman

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, 2022 and the Transition Period.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation

earned by our NEOs for fiscals 2021, 2020 and 2019.

Name and Principal Position

Option Awards

President and CEO and director (7)

earned by our NEOs for the Transition Period and fiscal years ended December 31, 2022 and August 31, 2021.

Name and Principal

President, Chief Executive Officer and chairman (7)

Transition Period

Miriam Kidron

Chief Scientific Officer and director (8)

Avraham Gabay

Former Chief Financial Officer (9)

Transition Period

David Silberman

Chief Financial Officer (9)

Joshua Hexter

Chief Operating & Business Officer (11)

Michael Rabinowitz

Chief Commercial Officer (12)

The information is provided for each fiscal year, which begins on September 1 and ends on August 31.

Amounts paid for Salary, Bonus and All Other Compensation were originally denominated in NIS and were translated into U.S.

The information is provided for the fiscal year ended December 31, 2022, the Transition Period, which began on September 1, 2021 and ended on December 31, 2021, and the fiscal year ended August 31, 2021.

Amounts paid for Salary, Bonus and All Other Compensation that were originally denominated in NIS were translated into U.S.

Dollars at the then current exchange rate for each payment.

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For RSU awards, the amounts reflect the grant date fair value, as calculated pursuant to FASB ASC Topic 718.

The assumptions used to determine the fair value of the RSU awards are set forth in Note 8 to our audited consolidated financial statements included in this Annual Report on Form 10-K.

The assumptions used to determine the fair value of the RSU awards are set forth in note 8 to our audited consolidated financial statements included in the Annual Report.

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.

The amounts reflect the grant date fair value, as calculated pursuant to FASB ASC Topic 718, of these option awards.

The assumptions used to determine the fair value of the option awards are set forth in Note 8 to our audited consolidated financial statements included in this Annual Report on Form 10-K.

The assumptions used to determine the fair value of the option awards are set forth in note 8 to our audited consolidated financial statements included in the Annual Report.

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.

Amounts exclude the fair market value of the options that were re-granted on September 11, 2019, as it was offset by the negative amount created by the cancelled options (that is, it was accounted for as a modification under FASB ASC Topic 718, and no incremental compensation expense was recorded).

For more information about the regrant see Note 7(a) to our audited consolidated financial statements included in this Annual Report on Form 10-K.

For more information about the regrant fair market value see “Grants of Plan-Based Awards” below.

For more information about the regrant see note 7a to our audited consolidated financial statements included in the Annual Report.

See “All Other Compensation Table” below.

Kidron receives certain compensation from Oramed Ltd.

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.

See “—Employment and Consulting Agreements” below.

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 Ltd.

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See “—Employment and Consulting Agreements” below.

Gabay resigned from his positions, effective July 4, 2021.

Silberman was appointed as Chief Financial Officer, effective July 5, 2021.

Hexter was appointed Chief Operating & Business Officer, effective September 19, 2019.

From 2013 to 2018, Mr.

Hexter served as Chief Operating Officer and VP Business Development of the Company.

Rabinowitz was appointed as Chief Commercial Officer, effective August 1, 2021.

All Other Compensation Table

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Relocation Expenses

Transition Period

Miriam Kidron

Avraham Gabay

Transition Period

David Silberman

Joshua Hexter

Michael Rabinowitz

Transition Period

Manager’s insurance and education funds are customary benefits provided to employees based in Israel.

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On July 1, 2008, Oramed Ltd.

entered into a consulting agreement with KNRY, whereby Mr.

Nadav Kidron, through KNRY, provides services as President and Chief Executive

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.

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

We refer to the Miriam Kidron Consulting Agreement and Nadav Kidron

Consulting Agreement collectively as the Consulting Agreements.

The Consulting Agreements

are both terminable by either party upon 140 days prior written notice.

The Consulting Agreements, as amended, provide that KNRY will

be reimbursed for reasonable expenses incurred in connection with performance of the Consulting Agreements and that Nadav Kidron receives

a monthly consulting fee of NIS 127,570 and Miriam Kidron receives a monthly consulting fee of NIS 92,522.

Pursuant to the Consulting

Agreements, KNRY, Nadav Kidron and Miriam Kidron each agree that during the term of the Consulting Agreements and for a 12-month period

thereafter, none of them will compete with Oramed Ltd.

nor solicit employees of Oramed Ltd.

Starting September 1, 2021, Nadav Kidron receives

a monthly consulting fee of NIS 146,705 and Miriam Kidron receives a monthly consulting fee of NIS 106,400.

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, KNRY, Dr.

Miriam Kidron agrees

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 September 1, 2021, Dr.

Miriam Kidron receives a monthly consulting fee of NIS 106,400.

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.

The agreement

provides that Shnida Ltd.

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

Nadav Kidron will receive a monthly consulting fee of NIS 88,023.

Pursuant to the agreement, Shnida Ltd.

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.

In addition, we, through Oramed

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

Kidron receives

gross monthly salary of NIS 46,901 in consideration for his services as President and Chief Executive Officer of Oramed Ltd.

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

We, through Oramed Ltd., have

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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 37,500.

In addition, Mr.

Silberman is provided with a cellular phone

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

Starting September 1, 2021, Mr.

Silberman’s gross monthly salary

is NIS 43,125.

We, through Oramed Ltd.,

have entered into an employment agreement with Joshua Hexter as of August 18, 2019, pursuant to which Mr.

Hexter was appointed as Chief

Operating & Business Officer of the Company and Oramed Ltd., effective September 19, 2019.

Silberman resigned as Secretary on January

9, 2022, upon the appointment of Mr.

Netanel Derovan as Chief Legal Officer and Secretary.

In accordance with the employment agreement,

as amended, Mr.

Hexter’s current gross monthly salary is NIS 56,000.

In addition, Mr.

Hexter is provided with a cellular phone and

a company car pursuant to the terms of his agreement.

Starting September 1, 2021, Mr.

Hexter’s gross monthly salary is NIS 64,400.

We, through Oramed Inc., have

entered into an employment agreement with Michael Rabinowitz as of July 25, 2021, pursuant to which Mr.

Rabinowitz was appointed as Chief

Commercial Officer of the Company, effective August 1, 2021.

In accordance with the employment agreement, as amended, Mr.

current gross monthly salary is $27,500.

Silberman’s current gross monthly salary is NIS 47,438, effective January 1, 2023.

In addition, Mr.

Rabinowitz is entitled to a monthly reimbursement of his cell phones expenses

and medical and dental benefits up to a certain amount per year.

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

We have entered into indemnification

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We have no plans or arrangements

in respect of remuneration received or that may be received by our named executive officers to compensate such officers in the event of

termination of employment (as a result of resignation, retirement, change-in- control) or a change of responsibilities following a change-in-control.

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, retirement, change-in- control) or a change of responsibilities following a change-in-control.

Pension, Retirement or Similar Benefit Plans

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

GRANTS OF PLAN-BASED AWARDS

The following table shows grants of plan-based

equity awards made to our NEOs during fiscal 2021.

Silberman received no awards during fiscal 2021.

Options Awards:

Stock Awards:

Fair Value of

Nadav Kidron (1)

Nadav Kidron (2)

Miriam Kidron (3)

Miriam Kidron (4)

Avraham Gabay (5)

Avraham Gabay (6)

Joshua Hexter (7)

Joshua Hexter (8)

Michael Rabinowitz (9)

Michael Rabinowitz (10)

These options were granted under our 2019 Plan and shall vest in four equal installments of 37,500 on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

These RSUs were granted under our 2019 Plan and shall vest as follows:

100,000 shall vest upon our common stock achieving a price per share of $15 during 20 days out of any 30-day trading period, 100,000 shall vest upon our common stock achieving a price per share of $25 during 20 days out of any 30-day trading period and 100,000 upon achievement of a certain licensing agreement as specified by the Board of Directors.

These options were granted under our 2019 Plan and shall vest in four equal installments of 25,000 on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

These RSUs were granted under our 2019 Plan and shall vest as follows:

66,667 shall vest upon our common stock achieving a price per share of $15 during 20 days out of any 30-day trading period, 66,667 shall vest upon our common stock achieving a price per share of $25 during 20 days out of any 30-day trading period, and 66,666 upon achievement of a certain licensing agreement as specified by the Board of Directors.

These options were granted under our 2019 Plan and shall vest in four equal installments of 10,000 on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

These RSUs were granted under our 2019 Plan and shall vest as follows:

26,666 shall vest upon our common stock achieving a price per share of $15 during 20 days out of any 30-day trading period, 26,667 shall vest upon our common stock achieving a price per share of $25 during 20 days out of any 30-day trading period, and 26,667 upon achievement of a certain licensing agreement as specified by the Board of Directors.

These options were granted under our 2019 Plan and shall vest in four equal installments of 12,500 on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

These RSUs were granted under our 2019 Plan and shall vest as follows:

33,333 shall vest upon our common stock achieving a price per share of $15 during 20 days out of any 30-day trading period, 33,333 shall vest upon our common stock achieving a price per share of $25 during 20 days out of any 30-day trading period, and 33,334 upon achievement of a certain licensing agreement as specified by the Board of Directors.

These options were granted under our 2019 Plan.

12,500 shall vest on December 31, 2021, 25,000 on each of December 31, 2022, December 31, 2023 and December 31, 2024 and 12,500 on August 4, 2025.

These RSUs were granted under our 2019 Plan and shall vest as follows:

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2022

The following table sets forth

information concerning stock options and stock awards held by the NEOs as of August 31, 2021.

Option Awards

information concerning stock options and stock awards held by the NEOs as of December 31, 2022.

Unexercisable

(10)(11)(12)(13)(14)(15)

Miriam Kidron

Avraham Gabay

Joshua Hexter

Michael Rabinowitz

On August 8, 2012, 72,000 options were granted to each of Nadav Kidron and Miriam Kidron under the Second Amended and Restated 2008 Stock Incentive Plan, or the 2008 Plan, at an exercise price of $4.08 per share;

21,000 of such options vested immediately on the date of grant and the remainder vested in seventeen equal monthly installments, commencing on August 31, 2012.

The options have an expiration date of August 8, 2022.

On April 9, 2014, 47,134 options were granted to each of Nadav Kidron and Miriam Kidron under the 2008 Plan at an exercise price of $12.45 per share;

(23)(24)(25)(26)(27)

David Silberman

(31)(32)(33)(34)

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.

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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 vest 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.

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, 2027.

As of August 31, 2021, 98,000 options were forfeited.

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;

72,250 of such options

vested on each of January 1, 2019, January 1, 2020 and January 1, 2021 and the remainder of 24,250 shall vest on January 1, 2022.

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

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 June 30, 2017, 69,999 options were granted to Miriam Kidron under the 2008 Plan at an exercise price of $7.77 per share;

Such options vested in 3 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 Miriam Kidron under the 2008 Plan at an exercise price of $8.14 per share;

35,250 of such options vested in three equal installments of 11,750 on each of January 1, 2019, January 1, 2020 and January 1, 2021 and the remainder of 11,750 shall vest on January 1, 2022.

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.

The options expire on February 26, 2029.

For additional information please see note 6 below.

On September 11, 2019, these options were canceled and re-granted under the 2019 Incentive 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 Incentive Plan at an exercise price of $4.80 per share.

142,500 of the options vested in three equal installments of 47,500 on each of December 31, 2020, December 31, 2021 and December 31, 2022 and the remainder of 47,500 shall vest on December 31, 2023.

The options expire on January 8, 2030.

On February 3, 2021, 150,000 options were granted to Nadav Kidron under the 2019 Incentive Plan at an exercise price of $10.40 per share.

75,000 of the options vested in two equal installments of 37,500 on each of December 31, 2021 and December 31, 2022, and the remainder shall vest in two equal installments of 37,500 on each of December 31, 2023 and December 31, 2024.

The options expire on February 3, 2031.

On January 3, 2022, 107,000 options were granted to Nadav Kidron under the 2019 Incentive Plan at an exercise price of $13.89 per share.

107,000 of the options shall vest in four equal installments of 26,750 on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026.

The options expire on January 3, 2032.

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.

58,063 of the options vested in two installments on each of September 18, 2022 and December 31, 2022 and the remaining 58,064 options shall vest in two installments on each of December 31, 2023 and December 31, 2024.

The options expire on September 17, 2032.

On November 13, 2014, 9,788 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Nadav Kidron.

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

On June 30, 2017, 75,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Miriam Kidron.

The RSUs vested immediately, have an exercise price of $0.012 per share of common stock and expire on June 30, 2027.

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;

98,250 of such option vested on December 31, 2019 and December 31, 2020 and the remainder shall vest in two equal installments of 49,125 on each of December 31, 2021 and December 31, 2022.

The options expire on February 26, 2029.

For additional information please see note 13 below.

On February 26, 2019, 104,000 options were granted to Miriam Kidron under the 2008 Plan at an exercise price of $3.16 per share;

52,000 of such option vested on December 31, 2019 and December 31, 2020 and the remainder shall vest in two equal installments of 26,000 on each of December 31, 2021 and December 31, 2022.

The options expire on February 26, 2029.

For additional information please see note 13 below.

On June 17, 2019, 33,146 options were granted to Avraham Gabay under the 2008 Plan at an exercise price of $3.55 per share;

5,396 of the options vested on December 31, 2019 and the remining options shall vest in 3 equal installments of 9,250 on each of December 31, 2020, December 31, 2021 and December 31, 2022.

The options expire on June 17, 2029.

For additional information please see note 13 below.

On September 11, 2019, the options in this table were canceled and re-granted under the 2019 Plan in the same amounts and under the same terms as the original grants.

On September 11, 2019, 200,000 options were granted to Joshua Hexter under the 2019 Plan at an exercise price of $3.69 per share;

100,000 of such options shall vest in 16 equal installments of 6,250 on the first day of every three month period beginning November 1, 2019 and the remaining 100,000 shall vest upon achievement of certain performance conditions, such as consummating licensing agreements and entering into R&D collaboration agreements.

The options expire on September 11, 2029.

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.

47,500 of the options vested on December 31, 2020 and the remainder shall vest in three equal installments of 47,500 on each of December 31, 2021, December 31, 2022 and December 31, 2023.

The options expire on January 8, 2030.

On January 8, 2020, 100,000 options were granted to Miriam Kidron under the 2019 Plan at an exercise price of $4.80 per share.

25,000 of the options vested on December 31, 2020 and the remainder shall vest in three equal installments of 25,000 on each of December 31, 2021, December 31, 2022 and December 31, 2023.

The options 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.

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

The options expire on February 3, 2031.

On February 3, 2021, 100,000 options were granted to Miriam Kidron under the 2019 Plan at an exercise price of $10.40 per share.

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

The options expire on February 3, 2031.

On February 3, 2021, 40,000 options were granted to Avraham Gabay under the 2019 Plan at an exercise price of $10.40 per share.

Such options shall vest in four equal installments of 10,000 on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

The options expire on February 3, 2031.

On February 3, 2021, 50,000 options were granted to Joshua Hexter under the 2019 Plan at an exercise price of $10.40 per share.

Such options shall vest in four equal installments of 12,500 on each of December 31, 2021, December 31, 2022, December 31, 2023 and December 31, 2024.

The options expire on February 3, 2031.

On February 3, 2021, 300,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Nadav Kidron.

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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.

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

On February 3, 2021, 200,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Miriam Kidron.

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.

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

On February 3, 2021, 100,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Joshua Hexter.

On January 3, 2022, 63,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

63,000 shall vest in four equal installments of 15,750 on each of January 1, 2023, January 1, 2024, 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.

126,000 shall vest in three equal installments of 42,000 on each of January 1, 2024, January 1, 2025 and January 1, 2026.

On July 28, 2022, 63,000 performance based RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

42,000 were to vest upon receipt of positive topline data in the first oral insulin Phase 3 clinical trial and 21,000 were 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 RSUs did not vest.

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;

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 31, 2028.

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;

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

The options expire on February 26, 2029.

For additional information please see note 5 above.

On January 8, 2020, 100,000 options were granted to Dr.

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

75,000 of the options vested in three equal installments of 25,000 on each of December 31, 2020, December 31, 2021 and December 31, 2022 and the remaining 25,000 options shall vest on December 31, 2023.

The options expire on January 8, 2030.

On February 3, 2021, 100,000 options were granted to Dr.

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

50,000 of such options vested in two equal installments of 25,000 on each of on each of December 31, 2021 and December 31, 2022 and the remaining 50,000 options shall vest in two equal installments of 25,000 on each of December 31, 2023 and December 31, 2024.

The options expire on February 3, 2031.

On January 3, 2022, 72,000 options were granted to Dr.

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

72,000 of the options shall vest in four equal installments of 18,000 on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026.

The options expire on January 3, 2032.

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.

16,039 of the options vested in two installments on each of September 18, 2022 and December 31, 2022 and the remaining 16,040 options shall vest in two installments on each of December 31, 2023 and December 31, 2024.

The options expire on September 17, 2032.

On June 30, 2017, 75,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Dr.

Miriam Kidron.

The RSUs vested immediately, have an exercise price of $0.012 per share of common stock and expire on June 30, 2027.

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.

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

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

On August 4, 2021, 100,000 options were granted to Michael Rabinowitz under the 2019 Plan at an exercise price of $15.10 per share.

The options shall vest as follows:

12,500 on December 31, 2021, three equal annual installments of 25,000 on each of December 31, 2022, 2023 and 2024 and 12,500 on August 4, 2025.

The options expire on August 4, 2031.

On August 4, 2021, 100,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Michael Rabinowitz.

66,666 shares shall vest upon our common stock achieving a specified price per share, and 33,334 shall vest upon our achievement of certain business objectives.

Gabay resigned from his positions, effective July 4, 2021.

Following his resignation, 39,250 options and 53,334 RSUs were forfeited.

Compensation Committee Interlocks and Insider Participation

During fiscal 2021, Mr.

Aviad Friedman, Mr.

Rakin and Mr.

Leonard Sank served as the members of our Compensation Committee.

None of the members of our Compensation Committee is,

or has been, an officer or employee of ours.

During the last year, none

of our NEOs served as:

(1) a member of the compensation committee (or other committee of the Board performing equivalent functions or,

in the absence of any such committee, the entire board of directors) of another entity, one of whose executive officers served on the

compensation committee;

(2) a director of another entity, one of whose executive officers served on the compensation committee;

a member of the compensation committee (or other committee of the board of directors performing equivalent functions or, in the absence

of any such committee, the entire board of directors) of another entity, one of whose executive officers served as a director on our Board.

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.

42,000 shall vest in four equal installments of 10,500 on each of January 1, 2023, January 1, 2024, 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.

84,000 shall vest in three equal installments of 26,000 on each of January 1, 2024, January 1, 2025 and January 1, 2026.

On July 28, 2022, 42,000 performance based RSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

28,000 were to vest upon receipt of positive topline data in the first oral insulin Phase 3 clinical trial and 14,000 were 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 RSUs did not vest.

On September 1, 2021, 50,000 options were granted to David Silberman under the 2019 Incentive Plan at an exercise price of $20.19 per share.

12,500 options vested on June 27, 2022 and the remainder shall vest in three equal installments of 12,500 options on each of June 27, 2023, June 27, 2024 and June 27, 2025.

The options expire on September 1, 2031.

On January 3, 2022, 32,000 options were granted to David Silberman under the 2019 Incentive 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 3, 2032.

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.

4,747 of the options vested in two installments on each of September 18, 2022 and December 31, 2022 and the remaining 4,748 options shall vest in two installments on each of December 31, 2023 and December 31, 2024.

The options expire on September 17, 2032.

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.

On January 3, 2022, 19,000 RSUs representing a right to receive shares of the Company’s common stock were granted to David Silberman.

19,000 shall vest in four equal installments of 4,750 on each of January 1, 2023, January 1, 2024, January 1, 2025 and January 1, 2026.

On July 28, 2022, 39,000 RSUs representing a right to receive shares of the Company’s common stock were granted to David Silberman.

30,000 shall vest in three equal installments of 13,000 on each of January 1, 2024, January 1, 2025 and January 1, 2026.

On July 28, 2022, 19,500 performance based RSUs representing a right to receive shares of the Company’s common stock were granted to David Silberman.

13,000 were to vest upon receipt of positive topline data in the first oral insulin Phase 3 clinical trial and 6,500 were 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 RSUs did not vest.

DIRECTOR COMPENSATION

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

during fiscal 2021:

during the fiscal year ended December 31, 2022:

Name of Director

Nadav Kidron (1)

Miriam Kidron (1)

Arie Mayer (4)(5)

Aviad Friedman (3)

Gao Xiaoming (4)

Please refer to the Summary Compensation Table for executive compensation with respect to the named individual.

As of August 31, 2021, our

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

Kevin Rakin (3)

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 Transition Period:

Name of Director

Aggregate Number

Aviad Friedman (3)

Arie Mayer (4)

Kevin Rakin (3)

As of December 31, 2022, our non-employee directors then in office held options to purchase shares of our common stock and RSUs as follows:

Name of Director

Arie Mayer (5)

The amounts reflect the grant date fair value, as calculated pursuant to FASB ASC Topic 718, of these option awards.

The assumptions used to determine the fair value of the option awards are set forth in Note 8 to our audited consolidated financial statements included in this Annual Report on Form 10-K.

The assumptions used to determine the fair value of the option awards are set forth in note 8 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.

Gao Xiaoming’s term as a director expired on August 30, 2021.

The terms of each of Aviad Friedman and Kevin Rakin as directors expired on June 30, 2022.

Includes $62,280 and $61,683 as remuneration for Dr.

Mayer’s service as a member of the Board of Directors of Oravax during the Transition Period and during the year ended December 31, 2022, respectively.

Includes 15,398 option awards granted by Oravax for Dr.

Mayer’s service as a member of the Board of Directors of Oravax.

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.

Each independent director is entitled to receive as remuneration for his or her service as a member of the Board a sum equal to $20,000

per annum, to be paid quarterly after the close of each quarter.

Our executive officers did not receive additional compensation for service

as directors.

Based on a report provided to the Compensation Committee by Aon Consulting, Inc.

during 2021, effective as of December 1, 2021, 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 per

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 $5,625.

The members of our Compensation Committee are each entitled to receive an additional

sum equal to $4,500.

The members of our Nominating Committee are each entitled to receive an additional sum equal to $3,750.

All remuneration

is to be paid quarterly after the close of each quarter.

Our executive officers did not receive additional compensation for service as

The Board may award special remuneration to any director undertaking any special services on behalf of us other than services

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no director received and/or accrued any compensation for his services as a director, including committee participation and/or special

assignments during fiscal 2021.

assignments during the Transition Period and the year ended December 31, 2022.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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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.

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, 2022, 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 August 31, 2021, 525,824 RSUs had been granted, of which 164,636 have vested and the shares of common stock

underlying those RSUs have not been issued and 34,118 have been forfeited.

As of December 31, 2022, 525,824 RSUs had been granted, of which 164,636 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

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common stock available under the 2019 Plan from 1,000,000 shares to 3,000,000 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 2019 Plan, as

amended, 3,000,000 shares are reserved for the grant of awards, which may be issued at the discretion of our Board from time to time.

As of August 31, 2021, options with respect to 1,454,646 shares have been granted, of which 52,584 had been forfeited, 31,312 had been

exercised and none of them were expired.

As of August 31, 2021, 810,000 RSUs had been granted, of which 236,665 have vested and the shares

of common stock underlying those RSUs have not been issued and 53,334 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.

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, 2022, options with respect

to 1,863,646 shares have been granted, of which 100,918 had been forfeited, 66,978 had been exercised and none of them were expired.

of December 31, 2022, 1,881,600 RSUs had been granted, of which 100,666 have vested and the shares of common stock underlying those RSUs

have not been issued and 85,334 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 August 31, 2021:

additional information with respect to our equity compensation plans as of December 31, 2022:

Plan category

of securities to be issued upon exercise of outstanding options, RSUs and rights (a)

average exercise price of outstanding options, RSUs and rights (b)

of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

securities to

available for

Equity compensation plans approved by security holders

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The following table sets forth

certain information regarding the beneficial ownership of our common stock as of November 24, 2021 by:

(1) each person who is known by

us to own beneficially more than 5% of our common stock;

(2) each director;

(3) each of our NEOs listed above under “Summary Compensation

and (4) all of our directors and current executive officers as a group.

On such date, we had 38,086,020 shares of common

stock outstanding.

certain information regarding the beneficial ownership of our common stock as of March 6, 2023 by:

(1) each 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.

On such date, we had 39,783,813 shares of common stock outstanding.

As used in the table below

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with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including a right to acquire

such power(s) during the next 60 days following November 24, 2021.

such power(s) during the 60 days following March 6, 2023.

Inclusion of shares in the table does not, however, constitute an admission

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shares of common stock listed as owned by that person or entity and (2) the address of each of the individuals named below is:

Pharmaceuticals Inc., 1185 Avenue of the Americas, Third Floor, New York, NY 10036.

Pharmaceuticals Inc., 1185 Avenue of the Americas, Third Floor, New York, New York 10036.

Name and Address of Beneficial Owner

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Miriam Kidron #+

Aviad Friedman #

Avraham Gabay+

David Silberman+

Joshua Hexter+

Michael Rabinowitz+

Kevin Rakin #

Yadin Rozov #

Leonard Sank #

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Includes 20,500 shares of common stock issuable upon the exercise of outstanding stock options.

Gabay resigned from his positions, effective July 4, 2021.

Includes 22,500 shares of common stock issuable upon the exercise of outstanding stock options.

Includes 33,333 shares of common stock issuable upon the exercise of outstanding stock options and 33,333 shares of Common Stock underlying vested RSUs that are issuable upon request.

Includes 52,367 shares of common stock issuable upon the exercise of outstanding stock options.

Includes 11,667 shares of common stock issuable upon the exercise of outstanding stock options

Includes 63,200 shares of common stock issuable upon the exercise of outstanding stock.

Includes 1,143,451 shares of common stock issuable upon the exercise of options beneficially owned by the referenced persons and 291,552 shares of common stock underlying vested RSUs that are issuable upon request.

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INDEPENDENCE.

During fiscals 2021 and 2020,

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.

During the years ended December

31, 2022 and 2021, 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

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are approved by our Board.

On November 30, 2015, we,

our Israeli subsidiary and HTIT entered into a Technology License Agreement, which was further amended, according to which we granted

HTIT an exclusive commercialization license in the Territory related to our oral insulin capsule, ORMD-0801.

Pursuant to this license

agreement, HTIT will conduct certain pre-commercialization and regulatory activities with respect to our subsidiary’s technology

related to the ORMD-0801 capsule, and will pay certain royalties and an aggregate of approximately $37.5 million.

On November 30, 2015,

we also entered into a securities purchase agreement with HTIT, pursuant to which, among other things, Mr.

Kidron would serve as proxy

and attorney in fact of HTIT, with full power of substitution, to cast on behalf of HTIT all votes that HTIT is entitled to cast with

respect to the Purchased Shares at any and all meetings of our stockholders to consent or dissent to any action taken without a meeting

and to vote all the Purchased Shares held by HTIT in any manner Mr.

Kidron deemed appropriate except for matters related to our activities

in the People’s Republic of China, on which Mr.

Kidron would consult with HTIT before taking any action as proxy.

On August 19,

2021, the proxy was revoked in accordance with its terms by HTIT.

On November 30, 2015, we entered

into the TLA with HTIT, which was further amended as the HTIT License Agreement.

For further details, see “Item 1.

Business—Description

of Business— Out-Licensed Technology—HTIT.” On November 30, 2015, we also entered into a Stock Purchase Agreement with

HTIT, pursuant to which, among other things, Mr.

Kidron would serve as proxy and attorney in fact of HTIT, with full power of substitution,

to cast on behalf of HTIT all votes that HTIT is entitled to cast with respect to the Purchased Shares at any and all meetings of our

stockholders to consent or dissent to any action taken without a meeting and to vote all the Purchased Shares held by HTIT in any manner

Kidron deemed appropriate except for matters related to our activities in the People’s Republic of China, on which Mr.

would consult with HTIT before taking any action as proxy.

On August 19, 2021, the proxy was revoked in accordance with its terms by HTIT.

The Board has determined that

Aviad Friedman, Arie Mayer, Kevin Rakin and Leonard Sank are independent as defined under the rules promulgated by Nasdaq.

Arie Mayer, Yadin Rozov and Leonard Sank are independent as defined under the rules promulgated by Nasdaq.

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

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by Kesselman & Kesselman, independent registered public accounting firm, and member firm of PricewaterhouseCoopers International Limited,

for services rendered to us during fiscals 2021 and 2020:

for services rendered to us during the fiscal year ended December 31, 2022, during the Transition Period and during the fiscal year ended

August 31, 2021:

Audit Fees (1)

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All Other Fees

Amount represents fees paid for professional services for the audit of our consolidated annual 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 our February 2020 public offering of common stock for fiscal 2020 and at-the-market offering related fees.

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 our July 2021 public offering of common stock for fiscal year 2021, our November 2021 registered direct offering of common stock for the Transition Period, at-the-market offering related fees, and fees rendered in connection with the Israeli Innovation Authority requirements.

Represents fees paid for tax consulting services.

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statements are filed as part of this Annual Report on Form 10-K:

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name:

Kesselman & Kesselman C.P.A.s, PCAOB ID:

1309 and Auditor Location:

Tel Aviv, Israel) F-1

CONSOLIDATED FINANCIAL STATEMENTS:

Balance sheets

Statements of loss

Statements of changes in equity

Statements of cash flows

Notes to financial statements

Balance sheets F-2

Statements of loss F-3

Statements of changes in equity F-4

Statements of cash flows F-5

Notes to financial statements F-6 - F-32

________________

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance

sheets of Oramed Pharmaceuticals Inc.

and its subsidiaries (the “Company”) as of August 31, 2021 and 2020, and the related

consolidated statements of loss, changes in stockholders’ 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 August 31, 2021 and 2020, 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

We have audited the accompanying consolidated

balance sheets of Oramed Pharmaceuticals Inc.

and its subsidiaries (the “Company”) as of December 2022 and 2021, and the related

consolidated statements of loss, changes in stockholders’ equity and cash flows for the year ended December 31, 2022, for the four-months

ended December 2021 and for the year ended August 31,2021, 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, 2022 and 2021 and the results of its operations and its cash flows for the year ended December

31, 2022, for the four-months ended December 2021 and for the year ended August 31,2021, in conformity with accounting principles generally

accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and 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.

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.

These consolidated financial statements are the

responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial

statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United

States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and

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.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide

a reasonable basis for our opinion.

Our audits included performing procedures to assess the risks of material

misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as

evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for

Critical Audit Matters

Critical audit matters are

matters arising from the current period audit of the consolidated financial statements that

were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material

to the consolidated financial statements and (ii) involved our especially challenging, subjective,

or complex judgments.

audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required

to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial

statements and (ii) involved our especially challenging, subjective, or complex judgments.

We determined there are no critical audit matters.

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Tel Aviv, Israel

November 24, 2021

We have served as the Company’s auditor since 2008.

Kesselman& Kesselman, Trade Tower, 25 Hamered Street, Tel-Aviv 6812508, Israel,

March 6, 2023

We have served as the Company’s auditor

Kesselman & Kesselman, Trade Tower,

25 Hamered Street, Tel-Aviv 6812508, Israel,

P.O Box 50005 Tel-Aviv 6150001 Telephone:

+972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il

+972 -3- 7954555, Fax:+972 -3-

7954556, www.pwc.com/il

ORAMED PHARMACEUTICALS INC.

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Marketable securities (note 3)

Long-term investment (note 6j)

Amounts funded in respect of employee rights upon retirement

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Deferred revenues

Payable to related parties (note 11c)

Payable to related parties (note 11b)

Operating lease liabilities

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EQUITY ATTRIBUTABLE TO COMPANY’S STOCKHOLDERS’:

Common stock, $ 0.012 par value ( 60,000,000 authorized shares as of August 31, 2021 and August 31, 2020;

35,293,889 and 23,675,530 shares issued and outstanding as of August 31, 2021 and 2020, respectively)

Common stock, $ 0.012 par value ( 60,000,000 authorized shares as of December 31, 2022 and December 31, 2021;

39,563,888 and 38,158,792 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively)

Additional paid-in capital

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Non-controlling interests

liabilities and equity

Total liabilities and equity

The accompanying notes are an integral part

of the financial statements.

ORAMED PHARMACEUTICALS

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF LOSS

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RESEARCH AND DEVELOPMENT EXPENSES

SALES AND MARKETING

GENERAL AND ADMINISTRATIVE EXPENSES

OPERATING LOSS

INCOME (note 9a)

EXPENSES (note 9b)

FINANCIAL INCOME (note 9a)

FINANCIAL EXPENSES (note

LOSS BEFORE TAX EXPENSES

NET LOSS ATTRIBUTABLE TO:

COMPANY’S SHAREHOLDERS

COMPANY’S STOCKHOLDERS

NON-CONTROLLING INTERESTS

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The accompanying notes are an integral part

of the financial statements.

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Attributable to Company’s Shareholders

Attributable to Company’s Stockholders

stockholders’

BALANCE AS OF SEPTEMBER 1, 2019

BALANCE AS OF JANUARY 1, 2022

SHARES ISSUED FOR SERVICES

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STOCK-BASED COMPENSATION

BALANCE AS OF AUGUST 31, 2020

STOCK-BASED COMPENSATION OF SUBSIDIARY

TAX WITHHOLDINGS RELATED TO STOCK-BASED COMPENSATION SETTLEMENTS

BALANCE AS OF DECEMBER 31, 2022

* Represents an amount of less than $1.

Attributable to Company’s Stockholders

stockholders’

BALANCE AS OF SEPTEMBER 1, 2021

ISSUANCE OF COMMON STOCK, NET

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STOCK-BASED COMPENSATION

BALANCE AS OF DECEMBER 31, 2021

Attributable to Company’s Stockholders

stockholders’

BALANCE AS OF SEPTEMBER 1, 2020

ISSUANCE OF COMMON STOCK, NET

EXERCISE OF WARRANTS AND OPTIONS

STOCK-BASED COMPENSATION

ASSET ACQUISITION TRANSACTION

BALANCE AS OF AUGUST 31, 2021

* Represents an amount of less than $1.

The accompanying notes are an integral part

of the financial statements

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

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Adjustments required to reconcile net loss to net cash used in operating activities:

Non-cash expense for acquired In-Process Research & Development (or IPR&D)

Gain from selling fixed assets

Non-cash expense for acquired In-Process Research & Development (“IPR&D”)

Exchange differences and interest on deposits and held to maturity bonds

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Accounts payable, accrued expenses and related parties

Net changes in operating lease

Deferred revenues

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Purchase of property and equipment

Proceeds from selling fixed assets

Investment in short-term deposits

Purchase of mutual funds

Investment in long-term deposits

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Proceeds from maturity of held to maturity securities

Long-term investments

Funds in respect of employee rights upon retirement

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Proceeds from exercise of warrants and options

Tax withholdings related to stock-based compensation settlements

Transaction with non-controlling interests

Total net cash provided by financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH

INCREASE IN CASH AND CASH EQUIVALENTS

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR

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The accompanying notes are an integral part

of the financial statements

of the consolidated financial statements

ORAMED PHARMACEUTICALS INC.

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(collectively

with its subsidiaries, the “Company”, unless the context indicates otherwise) was incorporated on April 12, 2002, under the

laws of the State of Nevada.

From incorporation until March 3, 2006, the Company was an exploration stage company engaged in the acquisition

and exploration of mineral properties.

On February 17, 2006, the Company entered into an agreement with Hadasit Medical Services and Development

to acquire the provisional patent related to orally ingestible insulin capsule to be used for the treatment of individuals with diabetes.

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

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(the “Subsidiary”), which is engaged in research and development.

On March 11, 2011, the Company was

reincorporated from the State of Nevada to the State of Delaware.

On July 30, 2019, the Company’s

subsidiary incorporated a wholly-owned subsidiary in Hong Kong, Oramed HK Limited (the “Hong Kong Subsidiary”).

31, 2021, the Hong Kong Subsidiary has no operation.

On November 30, 2015, the Company entered

into a Technology License Agreement (the “TLA”), with Hefei Tianhui Incubation of Technologies Co.

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 “License Agreement”).

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, 2022, the Hong

Kong Subsidiary has no operations.

On March 18, 2021, the Company entered

into a license agreement (the “Oravax License Agreement”) and into the Stockholders Agreement (as defined below) with Oravax

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.

into a license agreement (the “Oravax License Agreement”) with Oravax Medical Inc.

(“Oravax”) and into a stockholders

agreement (the “Stockholders Agreement”) with Akers Biosciences Inc.

(“Akers”), Premas Biotech Pvt.

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 and secondary endpoints.

The Company evaluated this subsequent event and determined that it was non-adjusting

to the consolidated financial statements for the year ended December 31, 2022, as it was not known or expected as of that date.

has initiated a comprehensive analysis of the data to understand if there is a path forward for its oral insulin candidate.

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.

Change in Fiscal Year

On February 28, 2022, the Company’s

Board of Directors (the “Board of Directors”) approved a change of the Company’s fiscal year from the period beginning

on September 1 and ending on August 31 to the period beginning on January 1 and ending on December 31.

As a result, the Company filed

a Transition Report on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on March 30, 2022 that included financial

information for the transition period from September 1, 2021 through December 31, 2021.

Subsequent to that report, the Company’s

fiscal year now begins on January 1 and ends on December 31.

This Annual Report on Form 10-K is the Company’s first annual report

presenting its new fiscal year, and reports financial results for the 12 month period ended December 31, 2022.

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

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regulatory steps required to obtain marketing approval in the United States and in other countries.

The Company cannot predict the outcome

of these activities.

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.

In addition to the foregoing, based

on the Company’s current assessment, the Company does not expect any material impact on its development timeline and its liquidity

due to the worldwide spread of the COVID-19 virus.

However, the Company is continuing to assess the effect on its operation by monitoring

the spread of COVID-19 and the actions implemented by the governments to combat the virus throughout the world.

due to COVID-19.

However, the Company experienced approximately six months of delays in clinical trials due to slow-downs of recruitment

for trials generally.

The Company continues to assess the effect on its operations by monitoring the status of COVID-19.

Basis of presentation

The consolidated financial statements

have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

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

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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.

(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.

Principles of consolidation

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All inter-company transactions and balances have been eliminated in consolidation.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Cash equivalents

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The fair value hierarchy gives the lowest priority to Level 3 inputs.

August 31, 2021

December 31, 2022

Marketable Securities

December 31, 2021

Marketable Securities

As of August 31, 2021, the assets measured at fair value are comprised

of equity securities (Level 1).

The fair value of held to maturity bonds as presented in note 3 was based on a Level 2 measurement.

As of December 31, 2022, the assets measured

at fair value are comprised of equity securities (Level 1).

The fair value of held to maturity bonds as presented in note 3 was based

on a Level 2 measurement.

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.

As of December 31, 2022, the carrying

amounts of long-term deposits approximate their fair values due to the stated interest rates which approximate market rates.

The amounts funded in respect of employee

rights are stated at cash surrender value which approximates its fair value.

ORAMED PHARMACEUTICALS INC.

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NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

As of August 31, 2021, 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.

As of August 31, 2021, the carrying amounts of long-term deposits

approximate their fair values due to the stated interest rates which approximate market rates.

The amounts funded in respect of employee

rights are stated at cash surrender value which approximates its fair value.

Other than items related to the asset

acquisition transaction of Oravax (see note 12), there were no Level 3 items measured at fair value for the fiscal 2021.

Marketable securities

Equity securities

The Company classified the available

for sale securities (investments in equity securities of D.N.A Biomedical Solutions Ltd.

(“D.N.A”), Entera Bio Ltd.

and other mutual funds) to financial assets measured at fair value through profit or loss.

The Company classified the securities

(investments in equity securities of DNA GROUP (T.R.) Ltd.

(“DNA”), Entera Bio Ltd.

(“Entera”) and other mutual

funds) to financial assets measured at fair value through profit or loss.

Held to maturity securities

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the loss shall be measured as the excess of the carrying amount of the security over the estimated fair value of the security.

Long-term investment

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 value.

The investment is measured

under the measurement alternative in Accounting Standard 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.

Concentration of credit risks

Financial instruments that subject the

Company to credit risk consist primarily of cash and cash equivalents, short and long-term deposits and marketable securities which are

deposited in major financial institutions.

Company to credit risk consist primarily of cash and cash equivalents, short and long-term deposits, which are deposited in major financial

institutions, and marketable securities.

The Company is of the opinion that the credit risk in respect of these balances is remote.

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of deferred tax assets and liabilities.

Until fiscal 2019, the Israeli subsidiary

has measured its results for tax purposes in nominal terms in NIS.

In order to avoid unfavorable tax implications derived from the fluctuations

in the exchange rate, the Israeli subsidiary's results for tax purposes are measured is U.S.

dollars starting from fiscal 2020.

Until the year ended August 31, 2019,

the Israeli subsidiary measured its results for tax purposes in nominal terms in NIS.

In order to avoid unfavorable tax implications

derived from the fluctuations in the exchange rate, the Israeli subsidiary’s results for tax purposes are measured is U.S.

dollars starting

from the year ended August 31, 2020.

Taxes that would apply in the event

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Such liabilities

are classified as long-term, unless the liability is expected to be resolved within twelve months from the balance sheet date.

are classified as long-term, unless the liability is expected to be resolved within 12 months from the balance sheet date.

The Company’s

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Revenue recognition

The License Agreement and the SPA (as

defined below) were considered a single arrangement with multiple deliverables.

The Company allocated the total consideration of $ 49,500

between the License Agreement and the SPA according to their fair value, as follows:

$ 10,617 was allocated to the issuance of common stock

(less issuance expenses of $ 23 ), based on the quoted price of the Company’s shares on the closing date of the SPA on December 28,

2015, and $ 38,883 was allocated to the License Agreement.

Under Accounting Standard Codification,

or ASC 606, the Company identified a single performance obligation in the agreement and determined that the license and services are not

distinct as the license and services are highly dependent on each other.

In other words, HTIT cannot benefit from the license without

the related services, and vice versa.

On November 30, 2015, the Company entered

into a Technology License Agreement (the “TLA”), with Hefei Tianhui Incubator of Technologies Co.

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”).

The HTIT License Agreement and a Stock Purchase

Agreement, dated November 30, 2015, between the Company and HTIT (the “SPA”) were considered a single arrangement with multiple

deliverables.

The Company allocated the total consideration of $ 49,500 between the License Agreement and the SPA according to their fair

value, as follows:

$ 10,617 was allocated to the issuance of common stock (less issuance expenses of $ 23 ), based on the quoted price of

the Company’s shares on the closing date of the SPA on December 28, 2015, and $ 38,883 was allocated to the License Agreement.

Under ASC 606, the Company identified a single performance obligation

in the agreement and determined that the license and services are not distinct as the license and services are highly dependent on each

In other words, HTIT cannot benefit from the license without the related services, and vice versa.

Since the customer benefits from the services

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To date, the Company has not recognized any royalty-related revenue.

Amounts that were allocated to the License

Agreement as of August 31, 2021 aggregated $ 22,382 , all of which was received through the balance sheet date.

Through August 31, 2021,

the Company recognized revenue associated with this agreement in the aggregate amount of $ 15,435 (of which $ 2,703 was recognized in the

twelve-months period ended August 31, 2021), and deferred the remaining amount of $ 6,947 , which is presented as a contract liability on

the condensed consolidated balance sheet.

ORAMED PHARMACEUTICALS INC.

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NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

As of December 31, 2022, 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, 2022, the Company recognized revenue associated with this agreement in the aggregate amount of $ 19,042 (of which $ 2,703 was recognized

in the year ended December 31, 2022), and deferred the remaining amount of $ 3,340 , which is presented as a contract liability 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 6f.

Under ASC 606, the Company identified

Medicox as a customer and the Medicox License Agreement as a contract with a customer.

The Company identified a performance obligation

in the Medicox License Agreement to stand-ready and provide Medicox with support in its commercialization efforts in the Republic of Korea.

This performance obligation includes a non-distinct distribution license for ORMD-0801, which the Company views a predominant item in

the combined performance obligation.

The Company concluded that the license is not distinct, as no party other than the Company is capable

of providing related services to Medicox, and both the license and related services are necessary for the customer to obtain a regulatory

approval in the Republic of Korea.

In addition, the agreement covers the terms of future manufacturing services, that are contingent on

the completion and success of the commercialization efforts.

The Medicox License Agreement contains a fixed consideration of $ 2,000 ,

which was received by the Company as of December 31, 2022 and is 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, 2022, 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 in 2024, going forward.

notes that its Phase 3 trial did not meet its primary and secondary endpoints (see note 13).

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 in 2023.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Research and development

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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 studies.

each clinical trial that the Company conducts, clinical trial costs are expensed immediately.

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.

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.

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.

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

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Basic and diluted net loss per common

share are computed by dividing the net loss for the period by the weighted average number of shares of common stock outstanding for each

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 all periods presented.

The weighted average number of stock options, warrants and RSUs excluded

from the calculation of diluted net loss was 5,042,299 and 5,025,723 for the years ended August 31, 2021 and 2020, respectively.

share are computed by dividing the net loss attributable to stockholders for the period by the weighted average number of shares of common

stock outstanding for each period, including vested 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 all periods presented.

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,

3,894,588 for the four month period ended December 31, 2021 and 5,042,299 for the year ended August 31, 2021.

Asset acquisition

When determining whether a transaction gives rise to an acquisition

of a business or asset group, the Company applies a screening test to determine whether substantially all of the fair value of the gross

assets acquired in the transaction is concentrated in a single identifiable asset or group of similar identifiable assets.

the assets are not considered a business and the transaction is accounted for as an asset acquisition.

When a transaction is accounted for as an asset acquisition,

an IPR&D asset is only capitalized if it has an alternative future use other than in a particular research and development project.

When determining whether a transaction

gives rise to an acquisition of a business or asset group, the Company applies a screening test to determine whether substantially all

of the fair value of the gross assets acquired in the transaction is concentrated in a single identifiable asset or group of similar identifiable

If so, then the assets are not considered a business and the transaction is accounted for as an asset acquisition.

When a transaction is accounted for as

an asset acquisition, an IPR&D asset is only capitalized if it has an alternative future use other than in a particular research and

development project.

Otherwise, amounts allocated to IPR&D that have no alternative use are expensed.

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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.

expenses are recognized on a straight-line basis over the lease term.

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.

Lease expenses are recognized on a straight-line basis over the lease term.

The Company elected the short-term lease

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Recently issued Accounting Pronouncements, not yet adopted

June 2016, the Financial Accounting Standards Board issued 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 will be effective for the

fiscal year beginning after December 15, 2022, including interim periods within that year.

The adoption of this guidance is not

expected to have a significant impact on the Company’s consolidated financial statements.

June 2016, the Financial Accounting Standards Board issued 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 will be effective for the fiscal year beginning after December 15, 2022, including

interim periods within that year.

The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated

financial statements.

NOTE 2 - SHORT-TERM DEPOSITS:

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The Company’s marketable securities

include investments in equity securities of D.N.A, Entera, mutual funds and in held to maturity bonds.

include investments in equity securities of DNA and Entera and in held to maturity securities.

Composition :

D.N.A (see b below)

DNA (see b below)

Entera (see c below)

Held to maturity bonds (see d below)

Preferred equity

Mutual funds*

Held to maturity bonds (see d below)

Mutual funds include equity funds only

The D.N.A ordinary shares are traded on the Tel Aviv Stock Exchange.

The fair value of those securities is measured at the quoted

prices of the securities on the measurement date.

During the years ended August 31, 2021

and 2020, the Company did not sell any of the D.N.A ordinary shares.

As of August 31, 2021, the Company owns approximately 1.7 % of D.N.A’s

outstanding ordinary shares.

The cost of the securities as of August

31, 2021 and 2020 was $ 595 .

Held to maturity securities (see d below)

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 year ended December 31, 2022,

the four month period ended December 31, 2021 and the year ended August 31, 2021 the Company did not sell any of DNA’s ordinary

As of December 31, 2022, the Company owns approximately 1.4 % of DNA’s outstanding ordinary shares.

The cost of the securities as of both

December 31, 2022 and 2021 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.

The cost of the securities

as of August 31, 2021 and 2020 was $ 1 .

Held to maturity bonds

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 amortized cost and estimated fair

value of held-to-maturity securities at August 31, 2021, are as follows:

August 31, 2021

value of held-to-maturity securities at December 31, 2022, were as follows:

December 31, 2022

gains (losses)

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In thousands (except share and per share data)

NOTE 3 - MARKETABLE

SECURITIES (continued):

The amortized cost and estimated fair value of held-to-maturity securities at August 31, 2020, are as follows:

August 31, 2020

NOTE 3 - MARKETABLE SECURITIES (continued):

The amortized cost and estimated fair

value of held-to-maturity securities at December 31, 2021, are as follows:

December 31, 2021

gains (losses)

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Lease car deposits

* Long term deposits include one deposit of $ 25,000 with an

annual interest rate of 0.93 % and a maturity date of August 10, 2023 .

term deposits include one deposit of $ 25,000 with an annual interest rate of 0.93 % and a maturity date of August 10, 2023 .

NOTE 5 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

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NOTE 6 - COMMITMENTS:

In March 2011, the Subsidiary sold shares of its investee company, Entera, to D.N.A, retaining 117,000 ordinary shares (after giving effect to a stock split by Entera in July 2018).

In consideration for the shares sold to D.N.A, the Company received, among other payments, ordinary shares of D.N.A (see also note 3).

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 right, title and interest in and to a certain patent application related to the oral administration of proteins that it has

licensed to Entera since August 2010.

Under this agreement, the Subsidiary is entitled to receive from Entera royalties of 3 % of Entera’s

net revenues (as defined in the agreement) and a license back of that patent application for use in respect of diabetes and influenza.

As of August 31, 2021, Entera had not yet realized any revenues and 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 (the “Amgen License”) with Amgen

related to research of inflammatory disease and other serious illnesses.

As reported by Entera, under the terms of the Amgen License,

Entera will receive a modest initial technology access fee from Amgen and will be responsible for preclinical development at Amgen’s

Entera will be eligible to receive up to $ 270,000 in aggregate payments, as well as tiered royalties up to mid-single digits,

upon achievement of various clinical and commercial milestones if Amgen decides to move all of these programs forward.

Amgen is responsible

for clinical development, manufacturing and commercialization of any of the resulting programs.

To the extent the Amgen License results

in net revenues as defined in the Patent Transfer Agreement, the Subsidiary will be entitled to the aforementioned royalties.

In addition, 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.

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, 2022, 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

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.

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NOTE 6 - COMMITMENTS (continued) :

According to the 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 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.

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 “Royalty Term”).

The License Agreement shall remain in effect until the expiration of the Royalty Term.

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 will include consultancy for the pre-commercialization activities in the Territory, as well as advisory services to HTIT on an ongoing basis.

As of August 31, 2021, the Company has received milestone payments in an aggregate amount of $ 20,500 as follows:

As of December 31, 2022, 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.

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 fiscal years ended August 31, 2021, and 2020.

The Company wholly disputes the claims made by HTIT and has been engaged in discussions

and exchanges with HTIT in an attempt to clarify and resolve disagreements between the parties regarding milestone payments and work plan

implementation.

In addition, on November 30, 2015, the Company entered into a Stock Purchase Agreement with HTIT (the “SPA”).

According to the SPA, the Company issued 1,155,367 shares of common stock to HTIT for $12,000.

On August 21, 2020, the Company received a letter from HTIT, disputing certain pending payment obligations of HTIT under the 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, 2022, and December 31, 2021.

The Company wholly disputes the claims made by HTIT and has been engaged in discussions and exchanges with HTIT in an attempt to clarify and resolve disagreements between the parties regarding milestone payments and work plan implementation.

In addition, on November 30, 2015, the Company entered into the SPA with HTIT, according to which, the Company issued 1,155,367 shares of common stock to HTIT for $12,000.

The transaction closed on December 28, 2015.

The License Agreement and the SPA were considered a single arrangement with multiple deliverables.

The Company allocated the total consideration of $ 49,500 between the License Agreement and the SPA according to their fair value, as follows:

$ 10,617 was allocated to the issuance of common stock (less issuance expenses of $ 23 ), based on the quoted price of the Company’s shares on the closing date of the SPA on December 28, 2015, and $ 38,883 was allocated to the License Agreement.

The HTIT License Agreement and the SPA were considered a single arrangement with multiple deliverables.

The Company allocated the total consideration of $ 49,500 between the HTIT License Agreement and the SPA according to their fair value, as follows:

The Company determined that revenues are recognized over time through the expected product submission date in June 2023.

In July 2015, according to the letter of intent signed between the parties or their affiliates, HTIT’s affiliate paid the Subsidiary a non-refundable amount of $ 500 as a no-shop fee.

The no-shop fee was deferred and the related revenue is recognized over the estimated term of the License Agreement.

For the Company’s revenue recognition policy see note 1k.

The no-shop fee was deferred and the related revenue is recognized over the estimated term of the HTIT License Agreement.

For the Company’s revenue recognition policy, see note 1l.

ORAMED PHARMACEUTICALS INC.

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NOTE 6 - COMMITMENTS (continued):

On December 18, 2017, the Subsidiary entered into an agreement with a vendor for the process development and production of one of its oral capsule ingredients in the amount of $ 2,905 that will be paid over the term of the engagement and based on the achievement of certain development milestones, of which $ 1,592 was recognized in research and development expenses through August 31, 2021.

On September 2, 2020 (effective as of January 15, 2020),

the Subsidiary entered into a CRO Services Agreement with a third party to retain it as a CRO for the Subsidiary’s Phase III clinical

trial for its oral insulin.

As consideration for its services, the Subsidiary will pay the CRO a total amount of $ 21,589 during the term

of the engagement and based on achievement of certain milestones, of which $ 7,663 was recognized in research and development expenses

through August 31, 2021.

On September 16, 2020 (effective as of January 15, 2020), the Subsidiary entered into a CRO Services Agreement with a third party to retain it as a CRO for the Subsidiary’s Phase III clinical trial for its oral insulin.

As consideration for its services, the Subsidiary will pay the CRO a total amount of $ 12,343 during the term of the engagement and based on achievement of certain milestones, of which $ 2,935 was recognized in research and development expenses through August 31, 2021.

On September 2, 2020 (effective as of January 15, 2020), the Subsidiary entered into a CRO Services Agreement with a third party to retain it as a CRO for the Subsidiary’s Phase 3 clinical trial for its oral insulin.

The CRO Services Agreement was amended effective May 26, 2022 and as consideration for its services, the Subsidiary will pay the CRO a total amended amount of $ 22,684 during the term of the engagement and based on achievement of certain milestones, of which $ 16,356 was recognized in research and development expenses through December 31, 2022.

On September 16, 2020 (effective as of January 15, 2020), the Subsidiary

entered into a CRO Services Agreement with a third party to retain it as a CRO for the Subsidiary’s Phase 3 clinical trial for its

oral insulin The CRO Services Agreement was amended effective May 26, 2022 and as consideration for its services, the Subsidiary will

pay the CRO a total amended amount of $ 15,796 during the term of the engagement and based on achievement of certain milestones, of which

$ 7,586 was recognized in research and development expenses through December 31, 2022.

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

The Medicox License Agreement grants Medicox an exclusive license to apply for regulatory approval and distribute ORMD-0801 in the Republic of Korea.

The Medicox License Agreement is for ten years , but the parties have the right to terminate it with a 180 days-notice.

Medicox will comply with agreed distribution targets and will purchase ORMD-0801 at an agreed upon transfer price per capsule.

In addition, Medicox will pay the Company up to $ 15,000 in developmental milestones, $ 2,000 of which have already been received by the Company, and up to 15 % royalties on gross sales.

Medicox will also be responsible for obtaining a regulatory approval in the Republic of Korea.

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

For the Company’s revenue recognition policy, see note 1l.

Grants from the Israel Innovation Authority (“IIA”)

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successful development of the related projects was not assured.

The total amount that was received through August 31, 2021 was $ 2,207

The total amount that was received through December 31, 2022 was $ 2,208

($ 2,536 including LIBOR).

All grants were received before fiscal 2020 and recorded as a reduction of Research and development expenses

at that time.

As of August 31, 2021, the liability to the IIA was $ 243 .

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, 2022, the liability

to the IIA was $ 133 .

The royalty expenses which are related

to the funded project were recognized in cost of revenues in the relevant periods.

Grants from the European Commission (“EC”)

During fiscal 2020, the Company received

an aggregate payment of €50 from the EC under The European Innovation Council Accelerator (previously known as SME Instrument) of

the European Innovation Programme Horizon 2020.

As of August 31, 2021, all amounts were

recognized in the Company’s profit and loss statement.

ORAMED PHARMACEUTICALS INC.

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Subsidiary has the option to extend the period for another 60 months.

The annual lease payment, including management fees, as of August

The annual lease payment, including management fees, as of December

31, 2022 is approximately NIS 435 ($ 124 ).

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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 ($ 124 ).

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

$ 124 and $ 56 as of August 31, 2021 and 2020 respectively.

$ 264 for the year ended December 31, 2022, $ 61 for the four month period ended December 31, 2021 and $ 124 for the year ended August 31,

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 adoption

in 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.

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

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Below is a summary of the Company’s operating right-of-use assets and operating

lease liabilities as of August 31, 2021 and 2020:

lease liabilities as of December 31, 2022 and 2021:

Operating right-of-use assets

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Operating leases

Minimum lease payments for the Company’s right-of-use assets

over the remaining lease periods as of August 31, 2021 are as follows:

Lease payments for the Company’s right-of-use assets over the

remaining lease periods as of December 31, 2022 are as follows:

Total undiscounted lease payments

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In thousands (except share and per share data)

NOTE 6 - COMMITMENTS (continued):

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.

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 “Investments – Equity Securities,” 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 “Fair Value Measurement” when observable price changes occur as of the date the transaction occurred, or it is impaired.

Any adjustments to the carrying amount are recorded in net income.

NOTE 7 - STOCKHOLDERS’ EQUITY:

The following are the significant capital

stock transactions that took place during the years ended August 31, 2021 and 2020:

stock transactions that took place during the year ended December 31, 2022, four month period ended December 31, 2021 and the year ended

August 31, 2021:

In August 2019, the Company became aware of a shareholder derivative claim and putative class action alleging, among other things, that the Second Amended and Restated 2008 Stock Incentive Plan (the “2008 Plan”) may have terminated in 2018.

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Since the Company had granted options during the time after the old plan allegedly terminated, and out of an abundance of caution, the Company canceled these grants and reissued the options under the new option plan in the same amounts and under the same terms as the original grants.

The cancelation and grants were approved by the Company’s board on September 11, 2019.

The cancelation and grants were approved by the Board of Directors on September 11, 2019.

Out of the available options under the 2019 Plan, the Company granted 563,646 to replace the options under dispute as mentioned above.

2 unchanged sentences

On August 3, 2020, the stockholders of the Company adopted the amended and restated 2019 Plan which increased the shares available to grant under the plan by an additional 2,000,000 to 3,000,000 options.

On June 30, 2022, the stockholders of the Company adopted the amended and restated 2019 Plan, which increased the shares available for grant under the plan by an additional 4,500,000 to 7,500,000 options.

On September 5, 2019, the Company entered into an Equity Distribution Agreement (the “Sales Agreement”), pursuant to which the Company could, from time to time and at the Company’s option, issue and sell shares of Company common stock having an aggregate offering price of up to $ 15,000 , 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 Sales Agreement.

As of August 31, 2021, 3,212,621 shares were issued under the Sales Agreement for aggregate net proceeds of $ 14,397 .

On February 27, 2020, the Company entered into an underwriting agreement (“Agreement”) with National Securities Corporation (“Underwriter”), in connection with a public offering (“Offering”) of 5,250,000 shares of the Company’s common stock, at an offering price of $4.00 per share.

Under the terms of the Agreement, the Company granted the Underwriter a 45-day option to purchase from the Company up to an additional 787,500 shares of common stock at the public offering price (“Over-Allotment Option”).

In connection with the Offering, the Company also agreed to issue to the Underwriter, or its designees, warrants (“Underwriter’s Warrants”), to purchase up to an aggregate of 7% of the shares of common stock sold in the Offering (including any additional shares sold during the 45-day option period), at an exercise price of $4.80 per share.

The Underwriter’s Warrants issued in the Offering will be exercisable at any time and from time to time, in whole or in part, commencing six months from issuance for a period of three years from the date of issuance.

The closing of the sale of the Offering occurred on March 2, 2020.

On April 9, 2020, the Company issued 180,561 shares of Common Stock and 12,640 Underwriter’s Warrants pursuant to a partial exercise by the Underwriter of the Over-Allotment Option (“Partial Over-Allotment Option Exercise”).

The net proceeds to the Company from the Offering, including from the Partial Over-Allotment Option Exercise, after deducting the underwriting discount and the Company’s estimated Offering expenses were $19,894.

On December 1, 2020, the Company entered into a new equity distribution

agreement (the “New Sales Agreement”), pursuant to which the Company could, from time to time and at the Company’s option,

issue and sell shares of Company common stock having an aggregate offering price of up to $ 40,000 , 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 February 10, 2020 as supplemented by a prospectus supplement dated December 1, 2020.

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 Sales

As of August 31, 2021, 4,061,956 shares were issued under the New Sales Agreement for aggregate net proceeds of $ 38,799 .

As of December 31, 2022, 3,212,621 shares were issued under the Sales Agreement for aggregate net proceeds of $ 14,397 .

ORAMED PHARMACEUTICALS INC.

2 unchanged sentences

NOTE 7 - STOCKHOLDERS’ EQUITY (continued):

On December 1, 2020, the Company entered into a new equity distribution agreement (the “New Sales Agreement”), pursuant to which the Company could, from time to time and at the Company’s option, issue and sell shares of Company common stock having an aggregate offering price of up to $ 40,000 , 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 February 10, 2020 as supplemented by a prospectus supplement dated December 1, 2020.

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 Sales Agreement.

As of December 31, 2022, 4,061,956 shares were issued under the New Sales Agreement for aggregate net proceeds of $ 38,799 .

On June 16, 2021, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Canaccord Genuity LLC, as agent (“Canaccord Genuity”), pursuant to which the Company could issue and sell shares of its common stock having an aggregate offering price of up to $ 28,000 from time to time through Canaccord Genuity.

2 unchanged sentences

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 Equity Distribution Agreement.

As of August 31, 2021, 1,823,287 shares were issued under the Equity Distribution Agreement for aggregate net proceeds of $ 27,119 .

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 August 31, 2021 and through November 24, 2021, 208,451 and 273,997 shares were respectively issued under

the New Equity Distribution Agreement for aggregate net proceeds of $ 3,884 .

As of August 31, 2021, the Company had outstanding warrants exercisable commencing January 6, 2019 for 232,175 shares of common stock at exercise prices ranging from $ 4.13 to $ 7.8125 per share and expiring from January 6, 2022 to April 15, 2029.

As of December 31, 2022, 1,823,287 shares were issued under the Equity Distribution Agreement for aggregate net proceeds of $ 27,119 .

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 .

On September 1, 2021, the Company entered into a controlled equity offering agreement (the “Cantor Equity Distribution Agreement”) with Cantor Fitzgerald & Co., as agent, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $100,000, through a sales agent, subject to certain terms and conditions.

Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus dated July 26, 2021 and prospectus supplement dated September 1, 2021.

The Company paid the sales agent a cash commission of 3.0% of the gross proceeds of the sale of any shares sold through the sales agent under the Cantor Equity Distribution Agreement.

As of December 31, 2022 and through March 6, 2023, 1,778,147 and 1,971,447 shares were issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $23,823 and $26,253, respectively.

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, 2022, the Company had outstanding warrants exercisable commencing January 6, 2019 for 150,705 shares of common stock at exercise prices ranging from $ 4.13 to $ 4.80 per share and expiring from April 10, 2023 to April 15, 2029.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 7 - STOCKHOLDERS’ EQUITY (continued):

The following table presents the warrant

activity for the years ended August 31, 2021 and 2020:

Warrants outstanding at beginning of year

Warrants outstanding at end of year

Warrants exercisable at end of year

activity for the year ended December 31, 2022, four month period ended December 31, 2021 and year ended August 31, 2021:

Four months ended

Warrants outstanding at beginning of the period

Warrants outstanding at end of the period

Warrants exercisable at end of the period

NOTE 8 - STOCK-BASED COMPENSATION:

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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 Company’s 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.

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 August 31, 2021 and 2020:

On September 11, 2019, the Company granted options to its Chief Operating

and Business Officer to purchase an aggregate of 100,000 shares of common stock of the Company at an exercise price of $ 3.69 per share

(equivalent to the closing price of the Company’s common stock on the date of grant).

The options shall vest in 16 equal installments

of 6,250 on the first day of every three months period beginning November 1, 2019.

As of August 31, 2021, 50,000 of such options are vested.

The options expire on September 11, 2029 .

The fair value of all these options on the date of grant was $ 224 , using the Black Scholes option-pricing

model and was based on the following assumptions:

options and RSUs transactions with employees, board members and non-employees made during the year ended December 31, 2022, the four month

period ended December 31, 2021 and the year ended August 31, 2021:

On February 3, 2021, the Company granted options to purchase an aggregate of 340,000 shares of common stock of the Company at an exercise price of $ 10.40 per share (equivalent to the closing price of the Company’s common stock on the date of grant) as follows:

150,000 to the CEO, 100,000 to the CSO, 40,000 to the Company’s former Chief Financial Officer and 50,000 to the Company’s Chief Operating & Business Officer.

The options shall vest in four equal annual installments, on each of December 31, 2021, 2022, 2023 and 2024.

As of December 31, 2022, 160,000 of such options are vested.

These options expire on February 3, 2031.

The fair value of all these options on the date of grant was $ 1,987 , using the Black Scholes option-pricing model and was based on the following assumptions:

stock price of $ 10.40 ;

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and expected term of 6.21 years.

On February 3, 2021, the Company granted a total of 680,000 RSUs as follows:

300,000 to the CEO, 200,000 to the CSO, 80,000 to the Company’s former Chief Financial Officer and 100,000 to the Company’s Chief Operating and Business Officer.

These RSUs were granted under the Company’s 2019 Plan and shall vest as follows:

226,666 shall vest upon the Company’s common stock achieving a price per share of $ 15 during 20 days out of any 30-day trading period, 226,667 shall vest upon the Company’s common stock achieving a price per share of $ 25 during 20 days out of any 30-day trading period, and 226,667 upon achievement of a certain licensing agreement as specified by the Board of Directors.

The total fair value of these RSUs on the date of the grant was $ 4,511 , using the Monte-Carlo model.

ORAMED PHARMACEUTICALS INC.

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NOTE 8 - STOCK-BASED COMPENSATION (continued):

On September 11, 2019, the Company granted options to its Chief Operating

and Business Officer to purchase an aggregate of 100,000 shares of common stock of the Company at an exercise price of $ 3.69 per share

(equivalent to the closing price of the Company’s common stock on the date of grant).

The options shall vest in four installments

upon achievement of certain performance conditions.

As of August 31, 2021, no such options are vested.

The options expire on September

The fair value of all these options on the date of grant was $ 127 , using the Black Scholes option-pricing model and was based

on the following assumptions:

On February 17, 2021, the Company granted options to purchase an aggregate of 15,000 shares of common stock of the Company at an exercise price of $ 11.33 per share (equivalent to the closing price of the Company’s common stock on the date of grant) to the former chairman of the Board of Directors.

The options shall vest in three equal annual installments, on each of December 31, 2021, 2022 and 2023.

These options expired upon the expiration of the former chairman’s term as a director.

The total fair value of these options on the date of grant was $ 98 , using the Black Scholes option-pricing model and was based on the following assumptions:

stock price of $ 11.33 ;

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expected volatility of 64.39 %;

risk-free interest

rates of 1.68 %;

expected term of 6.91 years;

and the probability that such performance conditions will occur.

On January 8, 2020, the Company granted options to its directors to purchase an aggregate of 100,000 shares of common stock of the Company at an exercise price of $ 4.80 per share (equivalent to the closing price of the Company’s common stock on the date of grant).

The options shall vest in three equal installments on each of December 31, 2020, December 31, 2021 and December 31, 2022.

As of August 31, 2021, 33,330 of such options are vested.

The options expire on January 8, 2030.

risk-free interest rates of 0.76 %;

and expected term of 5.94 years.

On February 17, 2021, the Company granted a total of 30,000 RSUs to the former chairman of the Board of Directors.

These RSUs were granted under the Company’s 2019 Plan and shall vest as follows:

10,000 shall vest upon the Company’s common stock achieving a price per share of $ 15 during 20 days out of any 30-day trading period, 10,000 shall vest upon the Company’s common stock achieving a price per share of $ 25 during 20 days out of any 30-day trading period, and 10,000 upon achievement of a certain licensing agreement as specified by the Board of Directors.

10,000 RSUs vested on August 31, 2021 and the remainder expired upon the expiration of the former chairman’s term as a director.

The total fair value of these RSUs on the date of the grant was $ 217 , using the Monte-Carlo model.

On August 4, 2021, the Company granted options to purchase an aggregate of 100,000 shares of common stock of the Company at an exercise price of $ 15.10 per share (equivalent to the closing price of the Company’s common stock on the date of grant) to the Chief Commercial Officer.

The options shall vest as follows:

12,500 on December 31, 2021, three equal annual installments of 25,000 on each of December 31, 2022, 2023 and 2024 and 12,500 on August 4, 2025.

As of December 31, 2022, 37,500 of such options are vested.

These options expire on August 4, 2031 .

The fair value of all these options on the date of grant was $ 860 , using the Black Scholes option-pricing model and was based on the following assumptions:

3 unchanged sentences

risk-free interest rates of 0.82 %;

and expected term of 5.99 .

On January 8, 2020, the Company granted options

to purchase an aggregate of 290,000 shares of common stock of the Company at an exercise price of $ 4.80 per share (equivalent to the closing

price of the Company’s common stock on the date of grant) as follows:

190,000 to the Company’s Chief Executive Officer, or

CEO, and 100,000 to the Company’s Chief Scientific Officer, or CSO.

The options shall vest in four equal annual installments, on

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

As of August 31, 2021, 72,500 of such options are vested.

and expected term of 6.17 years.

On August 4, 2021, the Company granted a total of 100,000 RSUs to the Chief Commercial Officer.

These RSUs were granted under the Company’s 2019 Plan and shall vest as follows:

33,333 shall vest upon the Company’s common stock achieving a price per share of $ 15 during 20 days out of any 30-day trading period, 33,333 shall vest upon the Company’s common stock achieving a price per share of $ 25 during 20 days out of any 30-day trading period, and 33,334 upon achievement of a certain licensing agreement as specified by the Board of Directors.

The total fair value of these RSUs on the date of the grant was $ 985 , using the Monte-Carlo model.

On September 1, 2021, the Company granted options to its Chief Financial Officer to purchase an aggregate of 50,000 shares of common stock of the Company at an exercise price of $ 20.19 per share.

The options shall vest in four equal installments of 12,500 options on each of June 27, 2022, June 27, 2023, June 27, 2024 and June 27, 2025 .

As of December 31, 2022, 12,500 of such options are vested.

In addition, the Company granted 50,000 RSUs that shall vest as follows:

33,333 if the closing price per share of the Company’s common stock will be at least $ 25 for at least 20 days out of any 30-trading;

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).

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 8 - STOCK-BASED COMPENSATION

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).

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).

If the first condition is met any time after June 27, 2024, then the RSUs will vest immediately.

16,667 upon achievement of a certain licensing

agreement as specified by the Board of Directors;

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).

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).

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).

If the first condition is met any time after June 27, 2024, then the RSUs will vest immediately.

These options and RSUs expire on September

The total value of the options and RSUs

The fair value of the options was calculated using the Black Scholes option-pricing model and was based on the following assumptions:

stock price of $ 20.19 ;

dividend yield of 0 % for all years;

expected volatility of 61.62 %;

risk-free interest rates of 0.93 %;

term of 6.16 years.

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).

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, 2022, none of such options are vested.

These options expire on January 3, 2032 .

The fair value of all these options on the date of grant was $ 868 , using the Black Scholes option-pricing model and was based

on the following assumptions:

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 ;

1 unchanged sentence

expected volatility of 63.05 %;

risk-free interest

rates of 1.67 %;

risk-free interest rates of 1.46 %;

and expected term of 6.25 years.

On February 3, 2021, the Company granted options

to purchase an aggregate of 340,000 shares of common stock of the Company at an exercise price of $ 10.40 per share (equivalent to the

closing price of the Company’s common stock on the date of grant) as follows:

150,000 to the CEO, 100,000 to the CSO, 40,000 to

the Company’s former Chief Financial Officer and 50,000 to the Company’s Chief Operating & Business Officer.

shall vest in four equal annual installments, on each of December 31, 2021, 2022, 2023 and 2024.

These options expire on February 3, 2031.

The fair value of all these options on the date of grant was $ 1,987 , using the Black Scholes option-pricing model and was based on the

following assumptions:

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 8 - STOCK-BASED COMPENSATION

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 ;

1 unchanged sentence

expected volatility of 63.22 %;

risk-free interest rates

risk-free interest rates of 1.60 %;

and expected term of 6.25 years.

On February 3, 2021, the Company granted a total of 680,000 RSUs as

300,000 to the CEO, 200,000 to the CSO, 80,000 to the Company’s former Chief Financial Officer and 100,000 to the Company’s

Chief Operating and Business Officer.

These RSUs were granted under the Company’s 2019 Plan and shall vest as follows:

226,666 shall

vest upon the Company’s common stock achieving a price per share of $ 15 during 20 days out of any 30-day trading period, 226,667

shall vest upon the Company’s common stock achieving a price per share of $ 25 during 20 days out of any 30-day trading period, and

226,667 upon achievement of a certain licensing agreement as specified by the Board of Directors.

The total fair value of these RSUs on

the date of the grant was $ 4,511 , using the Monte-Carlo model.

On February 17, 2021, the Company granted options

to purchase an aggregate of 15,000 shares of common stock of the Company at an exercise price of $ 11.33 per share (equivalent to the closing

price of the Company’s common stock on the date of grant) to the chairman of the Board of Directors.

The options shall vest in three

equal annual installments, on each of December 31, 2021, 2022 and 2023.

These options expire on February 17, 2031.

The fair value of all

these options on the date of grant was $ 98 , using the Black Scholes option-pricing model and was based on the following assumptions:

price of $ 11.33 ;

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 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 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 0.76 %;

and expected term

of 5.94 years.

On February 17, 2021, the Company granted a total of 30,000 RSUs to

the chairman of the Board of Directors.

These RSUs were granted under the Company’s 2019 Plan and shall vest as follows:

shall vest upon the Company’s common stock achieving a price per share of $ 15 during 20 days out of any 30-day trading period, 10,000

shall vest upon the Company’s common stock achieving a price per share of $ 25 during 20 days out of any 30-day trading period, and

10,000 upon achievement of a certain licensing agreement as specified by the Board of Directors.

The total fair value of these RSUs on

the date of the grant was $ 217 , using the Monte-Carlo model.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 8 - STOCK-BASED COMPENSATION (continued):

The options shall vest as follows:

12,500 on December 31, 2021, three equal annual installments of 25,000 on each of December 31, 2022, 2023 and 2024 and 12,500 on August 4, 2025.

These options expire on August 4, 2031.

The fair value of all these options on the date of grant was $ 860 , using the Black Scholes option-pricing model and was based on the following assumptions:

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.

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 ;

3 unchanged sentences

and expected term of 5.49 years.

On August 4, 2021, the Company granted a total of 100,000 RSUs to the Chief Commercial Officer.

These RSUs were granted under the Company’s 2019 Plan and shall vest as follows:

The total fair value of these RSUs on the date of the grant was $ 985 , using the Monte-Carlo model.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 8 - STOCK-BASED COMPENSATION

Options to employees, directors and non-employees

3 unchanged sentences

in the year ended

For options granted

in the four months ended

For options granted

in the year ended

Expected option life (years)

5 unchanged sentences

A summary of the status of the stock options

granted to employees and directors as of August 31, 2021 and 2020, and changes during the years ended on those dates, 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

granted to employees and directors as of December 31, 2022 and 2021 and August 31, 2021 and changes during the year ended December 31,

2022, for the four month period ended December 31, 2021 and for the year ended August 31, 2021, is presented below:

Four months ended

Options outstanding at beginning of the period

Changes during the period:

Options outstanding at end of the period

Options exercisable at end of the period

Weighted average fair value of options granted during the period

Expenses recognized in respect of stock

options granted to employees and directors, for the years ended August 31, 2021 and 2020 were $ 1,409 and $ 1,086 , respectively.

options granted to employees and directors, for the year ended December 31, 2022, the four month period ended December 31, 2021 and the

year ended August 31, 2021 were $ 2,662 , $ 859 and $ 1,409 , respectively.

The total intrinsic value of employees’

options exercised during the year ended August 31, 2021 was $ 1,287 and $ 27 during the year ended August 31, 2020.

options exercised during the year ended December 31, 2022 was $ 243 , during the four month period ended December 31, 2021 was $ 257 and

$ 1,287 during the year ended August 31, 2021.

The following table presents summary information

concerning the options granted to employees and directors outstanding as of December 31, 2022:

Average Remaining

average exercise

10.40 to 20.19

ORAMED PHARMACEUTICALS INC.

2 unchanged sentences

NOTE 8 - STOCK-BASED COMPENSATION (continued):

The following table presents summary information

concerning the options granted to employees and directors outstanding as of August 31, 2021:

Number outstanding

10.40 to 15.10

859,447 options granted to employees and

directors that were outstanding as of August 31, 2021 were also exercisable as of August 31, 2021, compared to 687,024 as of August 31,

As of August 31, 2021, there were $ 2,598

1,261,426 options granted to employees

and directors were outstanding and exercisable as of December 31, 2022, compared to 852,031 as of December 31, 2021 and 859,447 as of

August 31, 2021.

As of December 31, 2022, there were $ 2,252

of unrecognized compensation costs related to non-vested options previously granted to employees and directors.

2 unchanged sentences

A summary of the status of the stock options

granted to non-employees outstanding as of August 31, 2021 and 2020, and changes during the years ended on those dates, 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 stock-based compensation

of $ 22 and $ 87 during the years ended August 31, 2021 and 2020, respectively, related to non-employees’ awards.

10,000 options were exercised by non-employees

during the year ended August 31, 2021 for a total intrinsic value of $ 100 while no options were exercised by non-employees during the

year ended August 31, 2020.

granted to non-employees outstanding as of December 31, 2022 and 2021 and August 31, 2021 and changes during the year ended December 31,

2022, for the four month period ended December 31, 2021 and for the year ended August 31, 2021, is presented below:

Four months ended

Options outstanding at beginning of the period

Changes during the period:

Options outstanding at end of the period

Options exercisable at end of the period

Weighted average fair value of options granted during the period

The Company recorded no stock-based compensation

related to non-employees’ awards during the year ended December 31, 2022, $ 2 during the four month period ended December 31, 2021

and $ 22 during the year ended August 31, 2021.

During year ended December 31, 2022, the

four month period ended December 31, 2021 and the year ended August 31, 2021, 4,500 , 4,500 and 10,000 options, respectively, were exercised

by non-employees for a total intrinsic value of $ 24 , $ 49 and $ 100 , respectively.

The following table presents summary information

concerning the options granted to non-employees outstanding as of December 31, 2022:

Number outstanding

ORAMED PHARMACEUTICALS INC.

2 unchanged sentences

NOTE 8 - STOCK-BASED COMPENSATION (continued):

The following table presents summary information

concerning the options granted to non-employees outstanding as of August 31, 2021:

Number outstanding

47,000 options granted to non-employees

that were outstanding as of August 31, 2021, were also exercisable as of August 31, 2021.

As of August 31, 2021, there were $ 2 of

were outstanding and exercisable as of December 31, 2022.

As of December 31, 2022, there were no

unrecognized compensation costs related to non-vested options previously granted to non-employees.

The unrecognized compensation costs

are expected to be recognized over a weighted average period of 0.17 years.

Restricted stock units

The following table summarizes the activities

for unvested RSUs granted to employees and directors for the years ended August 31, 2021 and 2020:

for unvested RSUs granted to employees and directors for the year ended December 31, 2022, the four month period ended December 31, 2021

and the year ended December 31, 2021:

Number of RSUs

Vested and unissued at the beginning of period

Outstanding at the beginning of period

Outstanding at the end of the period

Vested and unissued

Vested during the period

Vested and unissued at period end

The Company recorded compensation expenses

related to RSUs of $ 1,265 for the year ended August 31, 2021.

During the year ended August 31, 2020, the Company did not record expense

or income related to RSUs.

As of August 31, 2021, there were unrecognized compensation costs of $ 4,201 related to RSUs.

The unrecognized compensation costs are expected

to be recognized over a weighted average period of 1.06 years.

related to RSUs of $ 8,365 for the year ended December 31, 2022, $ 1,286 for the four the month period ended December 31, 2021 and $ 1,265

for the year ended August 31, 2021.

As of December 31, 2022, there were unrecognized

compensation costs of $ 5,262 related to RSUs.

The unrecognized compensation costs are expected to be recognized over a weighted average

period of 2.04 years.

The following table summarizes the activities

for unvested RSUs granted to non-employees for the year ended December 31, 2022, the four month period ended December 31, 2021 and the

year ended December 31, 2021:

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 $ 92 for the year ended December 31, 2022, and $ 115 for the four the month period ended December 31, 2021, compared

to no compensation expenses recorded for the year ended August 31, 2021.

As of December 31, 2022, there were

unrecognized compensation costs of $ 26 related to RSUs.

The unrecognized compensation costs are expected to be recognized over a weighted

average period of 2.01 years.

ORAMED PHARMACEUTICALS INC.

4 unchanged sentences

Income from interest on deposits

Exchange rate differences, net

Income from interest on corporate bonds

5 unchanged sentences

Loss from securities, net

Revaluation of securities, net

NOTE 10 - TAXES ON INCOME:

4 unchanged sentences

the Company is 21 %.

As of August 31, 2021, the Company has

an accumulated tax loss carryforward of approximately $ 19,159 (as of August 31, 2020, $ 15,880 ).

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.

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 2027 through 2039.

As of December 31, 2022, the Company

has an accumulated tax loss carryforward of approximately $ 31,600 (as of December 31, 2021, $ 21,211 ).

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.

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 2029 through 2041.

Corporate taxation in Israel

2 unchanged sentences

The corporate tax rate applicable to 2022 and 2021 is 23 %.

As of August 31, 2021, the Subsidiary

has an accumulated tax loss carryforward of approximately $ 73,762 (as of August 31, 2020, approximately $ 57,900 ).

Under the Israeli tax

laws, carryforward tax losses have no expiration date.

As of December 31, 2022, the Subsidiary

has an accumulated tax loss carryforward of approximately $ 87,291 (as of December 31, 2021, approximately $ 75,836 ).

Under the Israeli

tax laws, carryforward tax losses have no expiration date.

ORAMED PHARMACEUTICALS INC.

36 unchanged sentences

Uncertainty in Income Taxes

ASC Topic 740, “Income Taxes”

requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax

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.

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:

Balance at Beginning of Year

Decrease in uncertain tax positions for the current year

Balance at End of Year

Balance at Beginning of Period

Decrease in uncertain tax positions for the current period

Balance at End of Period

The Company does not expect unrecognized

8 unchanged sentences

Allowance in respect of carryforward tax losses:

Year ended August 31, 2021

Year ended December 31, 2022

Four months ended December 31, 2021

Year ended August 31, 2021

NOTE 11 - RELATED PARTIES - TRANSACTIONS:

During each of the fiscal years of 2021 and 2020, the Company paid to directors $ 100 and $ 95 , respectively, as directors’ fees.

NOTE 11 - RELATED PARTY TRANSACTIONS:

On July 1, 2008, the Subsidiary entered into two consulting agreements with KNRY Ltd.

(“KNRY”), an Israeli company owned by the CSO, whereby the CEO and the CSO, through KNRY, provide services to the Company (the “Consulting Agreements”).

(“KNRY”), an Israeli company owned by the Chief Scientific Officer, whereby the President and Chief Executive Officer and the Chief Scientific Officer, through KNRY, provide services to the Company (the “Consulting Agreements”).

The Consulting Agreements are both terminable by either party upon 140 days, prior written notice.

The Consulting Agreements, as amended, provide that KNRY will be reimbursed for reasonable expenses incurred in connection with performance of the Consulting Agreements and that the monthly consulting fee paid to the CEO and the CSO is NIS 127,570 ($40) and NIS 92,522 ($29), respectively.

Starting September 1, 2021, the CEO receives a monthly consulting fee of NIS 146,705 ($46) and the CSO receives a monthly consulting fee of NIS 106,400 ($33)

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 ($ 42 ) and 106,400 ($ 30 ), respectively.

ORAMED PHARMACEUTICALS INC.

1 unchanged sentence

In thousands (except share and per share data)

11 - RELATED PARTIES - TRANSACTIONS (continued):

NOTE 11 - RELATED PARTIES - TRANSACTIONS (continued):

In addition to the Consulting Agreements,

based on a relocation cost analysis, the Company pays for certain direct costs, related taxes and expenses incurred in connection with

the relocation of the CEO to New York.

During fiscal 2021 and 2020, such relocation expenses totaled $ 377 and $ 516 , respectively.

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, the four

month period December 31, 2021 and the year ended August 31, 2021, such relocation expenses totaled $ 331 , $ 109 and $ 377 , respectively.

Following the relocation of the President

and Chief Executive Officer to the State of Israel, the Company entered into two agreements with the President and Chief Executive Officer,

replacing his above-mentioned consulting agreement through KNRY, substantially on the same terms, in order to allocate his time and services

between the Company and the Subsidiary.

Effective November 1, 2022, the Company

entered into a consulting agreement with Shnida Ltd., whereby the President and Chief Executive Officer, through Shnida Ltd., provides

services as President and Chief Executive Officer of the Company.

The agreement is terminable by either party upon 140 days prior written

The agreement provides that Shnida Ltd.

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

the agreement and that the President and Chief Executive Officer will receive a monthly consulting fee of NIS 88,023 ($ 25 ), plus value

Pursuant to the agreement, Shnida Ltd.

and the President and Chief Executive Officer each agree that during the term of the

agreement and for a 12-month period thereafter, none of them will compete with the Company nor solicit employees of the Company.

In addition, the Company, through the

Subsidiary, has entered into an employment agreement with the President and Chief Executive Officer, effective as of November 1, 2022,

pursuant to which the President and Chief Executive Officer receives gross monthly salary of NIS 46,901 ($ 13 ) in consideration for his

services as President and Chief Executive Officer of the Subsidiary.

In addition, the President and Chief Executive Officer is provided

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

Balances with related parties:

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Expenses to related parties:

Nadav Kidron (CEO)

Nadav Kidron (President and Chief Executive Officer)

NOTE 12 - ASSET ACQUISITION TRANSACTION:

On March 18, 2021, the Company entered into the

Oravax License Agreement and into the Stockholders Agreement (as defined below) with Oravax.

On that date, Oravax’s assets were

(1) in process research and development of COVID-19 vaccine technology;

and (2) $1,500 received in cash.

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, the Company is consolidating Oravax in its consolidated

financial statements as from the inception of Oravax.

Oravax License Agreement and into the Stockholders Agreement with Oravax.

On that date, Oravax’s assets were (1) in process research

and development of COVID-19 vaccine technology;

and (2) $1,500 to be received in cash.

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, for which the Company paid $1,500.

Consequently, the Company consolidates Oravax in

its consolidated financial statements since that time.

In addition, under the terms of the Oravax License Agreement, the Company has licensed

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to the combination with the COVID-19 vaccine technology (the “Licensed IP”).

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 12 - ASSET ACQUISITION TRANSACTION (continued):

In consideration for the grant of the License,

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respect to the Oravax product.

Akers Biosciences Inc.

(“Akers”) contributed Oravax $ 1,500 in cash and a license agreement

to the Oravax Product which includes a maximum of 2.5 % royalties of all net sales.

Akers contributed $ 1,500 in cash to Oravax and a license agreement to the Oravax product which includes

a maximum of 2.5 % royalties of all net sales.

Effective January 1, 2022, Oravax transferred its rights and obligations under the Oravax

License Agreement to its wholly-owned subsidiary, Oravax Medical Ltd.

Concurrently with the execution and delivery of

the Oravax License Agreement, the Company entered into a Stockholders Agreement (the “Stockholders Agreement”), with Akers,

Premas Biotech Pvt.

(“Premas”), Cutter Mill Capital LLC (“Cutter Mill”), and Run Ridge LLC (“Run Ridge”),

entities controlled by Michael Vasinikovich and Craig Schwabe, former members of Cystron, and collectively with Akers, Premas, Cutter

Mill and Run Ridge, the Stockholders Parties.

Pursuant to the Stockholders Agreement, among other things, the Company will have the right

to appoint two out of the three members to the board of directors of Oravax (the “Oravax Board”), one of which is the Company’s

Chief Executive Officer who will serve as the chairman of the Oravax Board, conditioned upon the Company maintaining certain ownership

Akers will have the right, until the third anniversary of the Stockholders Agreement effective date, to appoint one member

to the Oravax Board.

Oravax’s common stock held by the Stockholders Parties will be subject to certain transfer restrictions.

addition, the Stockholders Parties will have certain rights of participation in future financings as well as rights of first refusal and

co-sale related to future potential transactions.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 12 - ASSET ACQUISITION TRANSACTION

the Oravax License Agreement, the Company entered into the Stockholders Agreement with Akers, Premas, Cutter Mill and Run Ridge, entities

controlled by Michael Vasinikovich and Craig Schwabe, former members of Cystron Biotech LLC (“Cystron,” and collectively with

Akers, Premas, Cutter Mill and Run Ridge, the “Stockholders Parties”).

Pursuant to the Stockholders Agreement, among other

things, the Company has the right to appoint two out of the three members to the board of directors of Oravax (the “Oravax Board”),

one of which is the Company’s Chief Executive Officer who will serve as the chairman of the Oravax Board, conditioned upon the Company

maintaining certain ownership thresholds.

Akers has the right, until the third anniversary of the Stockholders Agreement effective date,

to appoint one member to the Oravax Board.

Oravax’s common stock held by the Stockholders Parties is subject to certain transfer

restrictions.

In addition, the Stockholders Parties have certain rights of participation in future financings as well as rights of first

refusal and co-sale related to future potential transactions.

Nadav Kidron, the Company’s President and Chief Executive Officer,

was one of the former members of Cystron.

According to ASC 805, the transaction was accounted

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NOTE 13 - SUBSEQUENT EVENTS:

On September 1, 2021, the Company granted options

to its Chief Financial Officer to purchase an aggregate of 50,000 shares of common stock of the Company at an exercise price of $ 20.19

The options shall vest in four equal installments of 12,500 options on each of June 27, 2022, June 27, 2023, June 27, 2024

and June 27, 2025.

In addition, The Company granted 50,000 RSUs that shall vest as follows:

33,333 if the closing price per share of the Company’s common

stock will be at least $25 for at least 20 days out of any 30-trading day period;

If the first condition is met anytime before June 27, 2022, then the RSUs will vest in three equal installments (on June 27, 2022,

June 27, 2023 and June 27, 2024).

If the first condition is met anytime 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).

If the first condition is met anytime 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).

If the first condition is met anytime after June 27, 2024, then the RSUs will vest immediately.

16,667 upon achievement of a certain licensing agreement as specified by the Board of Directors;

If the first condition is met anytime before June 27, 2022, then the RSUs will vest in three equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024).

If the first condition is met anytime 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).

If the first condition is met anytime 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).

If the first condition is met anytime after June 27, 2024, then the RSUs will vest immediately.

These options and RSUs expire on September 1, 2031 .

The total value of the options and RSUs is $ 1,572 .

On September 1, 2021, the Company entered into a controlled equity offering agreement, or the Cantor Equity Distribution Agreement,

with Cantor Fitzgerald & Co., as agent (“Cantor Fitzgerald”), 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 Cantor Fitzgerald.

As of November 24,

2021, 565,120 shares issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $ 12,298 .

On November 3, 2021, the Company entered into a securities purchase

agreement with several institutional and accredited investors, or the Purchasers, pursuant to which the Company agreed to sell, in a registered

direct offering, or the Offering, an aggregate of 2,000,000 shares of the Company’s common stock, or the Shares, 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 estimated Offering expenses,

were approximately $ 46,375 .

On January 11, 2023, the Company announced that

the ORA-D-013-1 Phase 3 trial did not meet its primary and secondary endpoints.

As a result, the Company has initiated a comprehensive

analysis of the data to understand if there is a path forward for its oral insulin candidate.

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.

All other schedules for which provision is made

2 unchanged sentences

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)

Second Amended and Restated By-laws (incorporated by reference from our current report on Form 8-K filed July 15, 2021).

Fourth Amended and Restated By-laws (incorporated by reference from our current report on Form 8-K filed February 27, 2023).

Specimen Common Stock Certificate (incorporated by reference from our registration statement on Form S-1 filed February 1, 2013).

1 unchanged sentence

Form of Underwriter’s Warrant (incorporated by reference from our current report on Form 8-K filed February 28, 2020).

Description of Securities (incorporated by reference from our annual report on Form 10-K filed November 24, 2020).

Consulting Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Nadav Kidron (incorporated by reference from our current report on Form 8-K filed July 2, 2008).

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 Nadav Kidron (incorporated by reference from our annual report on Form 10-K filed November 14, 2014).

Amendment, dated November 13, 2014, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Nadav Kidron and 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 Nadav 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 Nadav Kidron (incorporated by reference from our annual report on Form 10-K filed November 25, 2016).

Amendment, dated November 28, 2016, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Nadav Kidron (incorporated by reference from our quarterly report on Form 10-Q filed January 11, 2017).

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 Nadav Kidron.

Description of Securities.

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.

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.

9 unchanged sentences

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 .

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).

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.

Representative Form of Indemnification Agreements between Oramed Pharmaceuticals Inc.

and each of our directors and officers.

Oramed Pharmaceuticals Inc.

7 unchanged sentences

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).

Employment Agreement, dated May 16, 2019, by and between Oramed Ltd.

and Avraham Gabay (incorporated by reference from our current report on Form 8-K filed May 16, 2019).

First Amendment, dated December 19, 2019, to Employment Agreement, entered into as of May 16, 2019, by and between Oramed Ltd.

and Avraham Gabay (incorporated by reference from our quarterly report on Form 10-Q filed January 9, 2020).

Employment Agreement, dated July 25, 2021, by and between the Company and Michael Rabinowitz.

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.

Form of Restricted Stock Unit Notice and Restricted Stock Unit Agreement.

Clinical Trial Agreement, dated September 11, 2011, between Oramed Ltd., Hadasit Medical Research Services and Development Ltd., Miriam Kidron and Daniel Schurr (incorporated by reference from our annual report on Form 10-K/A filed December 21, 2012).

6 unchanged sentences

(incorporated by reference from our registration statement on Form S-1 filed March 25, 2011).

Representative Form of Indemnification Agreements between Oramed Pharmaceuticals Inc.

and each of our directors and officers.

Employment Agreement, dated August 18, 2019, between Oramed Ltd.

and Joshua Hexter (incorporated by reference from our annual report on Form 10-K filed November 27, 2019).

First Amendment, dated September 19, 2021, to Employment Agreement, by and between Oramed Ltd.

and Joshua Hexter.

Amended and Restated Technology License Agreement, dated December 21, 2015, between Hefei Tianhui Incubator of Technologies Co., Ltd., Oramed Pharmaceuticals, Inc.

17 unchanged sentences

The confidential portions have been 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).

Equity Distribution Agreement, dated July 15, 2021, by and between the Company and Canaccord Genuity LLC (incorporated by reference from our current report on Form 8-K filed July 15, 2021).

Equity Distribution Agreement, dated September 1, 2021, by and between the Company and Cantor Fitzgerald & Co.

16 unchanged sentences

(incorporated by reference from our Form 8-K filed March 19, 2021).

Subsidiaries.

Oravax Medical, Inc.

2021 Long-Term Incentive Plan.

Oravax Stock Option Agreement.

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.

5 unchanged sentences

Section 1350.

The following financial

statements from the Company’s annual report on Form 10-K for the year ended August 31, 2021, 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.

The following financial statements from the Company’s annual report on Form 10-K for the year ended December 31, 2022, 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).

contract or compensation plan.

Filed herewith.

Furnished herewith.

Management contract or compensation plan.

FORM 10-K SUMMARY.

6 unchanged sentences

President and Chief Executive Officer

November 24, 2021

March 6, 2023

Pursuant to the requirements

2 unchanged sentences

/s/ Nadav Kidron

November 24, 2021

March 6, 2023

Nadav Kidron,

2 unchanged sentences

/s/ David Silberman

November 24, 2021

March 6, 2023

David Silberman,

1 unchanged sentence

(principal financial and accounting officer)

/s/ AVIAD FRIEDMAN

November 24, 2021

Aviad Friedman,

/s/ Miriam Kidron

November 24, 2021

March 6, 2023

Miriam Kidron,

/s/ Arie Mayer

November 24, 2021

/s/ KEVIN RAKIN

November 24, 2021

March 6, 2023

/s/ Yadin Rozov

March 6, 2023

/s/ Leonard Sank

November 24, 2021

March 6, 2023

Leonard Sank,

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