What changed in this filing

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Item 9A. Controls and Procedures

2024-03-06 compared with 2023-03-06 · 1365 added, 1150 removed, 1255 unchanged (67% 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 December

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

procedures are effective.

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

December 31, 2023.

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

controls and procedures are effective.

Management’s Annual Report on Internal

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The Company’s

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

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

Internal control over financial

reporting includes policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions;

provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

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

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

Internal control over

financial reporting includes policies and procedures that:

● pertain to the maintenance of records

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

● provide reasonable assurance that

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

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

with authorizations of our management and directors;

● provide reasonable assurance regarding

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

that could have a material effect on our financial statements.

Under the supervision and

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Based on this evaluation,

our management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2022 at a

reasonable assurance level.

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

a reasonable assurance level.

Changes in Internal Control over Financial

There were no changes in our

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

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

There were no changes in

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

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

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS.

Termination of Rule 10b5–1 Trading Arrangements

On January 8, 2024 , Mr.

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

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

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

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

shares to be sold under the plan.

On January 8, 2024 , Mr.

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

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

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

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

maximum number of shares to be sold under the plan.

On February 6, 2024 , Mr.

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

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

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

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

be sold under the plan.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

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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.

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

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Chief Operating & Business Officer

Michael Rabinowitz

Chief Commercial Officer

Netanel Derovan

Chief Legal Officer and Secretary

Daniel Aghion

Benjamin Shapiro

Derovan, our former Chief Legal Officer and Secretary, ended

his service with the Company on March 5, 2024.

Miriam Kidron is Mr.

Kidron’s mother.

Nadav Kidron’s mother.

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

Business Experience

The following is a brief account

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

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

The following is a brief

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

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

in which such occupation and employment were carried out.

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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.

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

Kidron holds an LL.B.

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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 DCG and DSCG degrees from the French Ministry of Higher Study and Research and

is a certified public accountant in Israel.

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.

appointed Chief Operating and 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.

(Nasdaq/TASE:

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

Prior to his employment with BioLineRx, Mr.

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

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

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

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

Michael Rabinowitz

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.

BLRX), a biopharmaceutical

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

Prior to his employment

with BioLineRx, Mr.

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

developing market-driven biosensors.

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

degree in management from Boston University.

Daniel Aghion

became a director in January 2024.

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

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

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

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

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

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

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

We believe that Dr.

Aghion’s qualifications

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

became a director in December 2019.

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

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

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

in biochemistry from Israel Institute of Technology.

We believe that Dr.

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

relevant education in the fields of chemistry and biochemistry.

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.

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

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

became a director in October 2007.

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as a director of many entities.

Benjamin Shapiro

became a director in May 2023.

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

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

Since May 2015, he has been host of “The

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

Shapiro earned a

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

We believe that Mr.

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

Board of Directors

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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

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

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

Daniel Aghion, Dr.

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

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.

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

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

We have determined that each

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and to interact effectively with the other directors;

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

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

of a director.

Board Meeting Attendance

During the fiscal year ended

December 31, 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.

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

All of our directors attended

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

on the Board.

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

Board Evaluation Process

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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.

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

After the evaluations, the

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

to further improvement.

Audit Committee and Audit Committee Financial

The members of our Audit Committee

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

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

The Audit Committee operates under a written charter that is posted on the

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

The primary responsibilities of our Audit Committee include:

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

Appointing, compensating and retaining our registered independent public accounting firm;

Overseeing the work performed by any outside accounting firm;

Assisting the Board in fulfilling its responsibilities by reviewing:

(i) the financial reports provided by us to the SEC, our stockholders or to the general public and (ii) our internal financial and accounting controls;

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

Recommending, establishing and monitoring procedures designed to improve the quality and reliability of the disclosure of our financial condition and results of operations;

Reviewing major financial risk exposures and the steps management has taken to monitor and control such exposures, and discussing the guidelines and polices to govern the process by which risk assessment and management is undertaken.

Our Audit Committee met six

The members of our Audit

Committee are Dr.

Daniel Aghion, Dr.

Arie Mayer and Leonard Sank.

Our Board has determined that Dr.

Arie Mayer is an “audit committee

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

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

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

primary responsibilities of our Audit Committee include:

● Overseeing the accounting and financial

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

● Appointing, compensating and retaining

our registered independent public accounting firm;

● Overseeing the work performed by

any outside accounting firm;

● Assisting the Board in fulfilling

its responsibilities by reviewing:

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

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

● Reviewing the Company’s policies

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

be material to the Company;

● Recommending, establishing and monitoring

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

condition and results of operations;

● Reviewing major financial risk exposures

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

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

is undertaken.

Our Audit Committee met five

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

Our Audit Committee met three

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

Compensation Committee

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Committee are Dr.

Arie Mayer, Leonard Sank and Yadin Rozov.

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

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

The Compensation Committee operates

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

Daniel Aghion, Dr.

Arie Mayer and Leonard Sank.

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

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

The Compensation Committee

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

The primary responsibilities

of our Compensation Committee include:

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

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

Making recommendations to our Board with respect to director compensation.

● Reviewing, negotiating and approving,

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

executive officers;

● Administering our equity based plans

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

and equity-based plans;

● Making recommendations to our Board

with respect to director compensation;

● Authority to exercise all rights,

authority and functions of the Board under our Clawback Policy.

The Compensation Committee

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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.

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

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

Nominating Committee

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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.

Arie Mayer and Leonard Sank.

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

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

The Nominating Committee operates under a written charter that is

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

The primary responsibilities of our Nominating Committee

● Overseeing the composition and size

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

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

to become Board members for recommendation to the Board;

● Recommending the composition of the

Board for each annual meeting of stockholders;

● Reviewing periodically with the Chairman

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

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

of individuals to occupy those positions.

Our Nominating Committee

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

Delinquent Section 16(a) Reports

Based solely upon a review

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

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

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

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

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

The Form 4s reporting

these grants were filed on April 20, 2023.

Code of Ethics

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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.

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

The Compensation Committee

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

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

We believe our NEOs are

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

The Compensation Committee

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

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

attract, hire, and retain talented and experienced executives;

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

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

focus executive behavior on achievement of our corporate objectives and strategy;

align the interests of management and stockholders by providing management with longer-term incentives through equity ownership.

● attract, hire, and retain talented

and experienced executives;

● motivate, reward and retain executives

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

● ensure fairness among the executive

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

● focus executive behavior on achievement

of our corporate objectives and strategy;

● align the interests of management

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

The Compensation Committee

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to motivate and reward performance.

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

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

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

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

With respect to equity compensation,

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

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, or the 2019 Plan.

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

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

Elements of Compensation

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In establishing overall executive

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.

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

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

awards and expected contribution.

Generally, our Compensation

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

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

compensation of the other NEOs.

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

Compensation Committee’s review of executive compensation arrangements.

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

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

executive compensation of the other NEOs.

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

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

During the fiscal year ended

December 31, 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.

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

compensation.

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

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

compensation benchmark.

Aon 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.

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

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

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

Inc., Vistagen Therapeutics, Inc.

and Zevra Therapeutics, Inc..

Following its review, Aon provided recommendations for cash and equity

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

The Compensation Committee

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commercial and operational performance.

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

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

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

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

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 .

In the year ended December

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

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

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

In January 2024, our Compensation

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

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

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

Performance Based Bonus

Our NEOs are eligible to receive

discretionary annual bonuses based upon performance.

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

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

The Compensation Committee takes

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

and the recommendation of management.

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

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

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

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.

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.

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

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

Awards are made on a

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

Awards are made on

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

In determining the amount of each grant, the Compensation

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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

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

to our executive officers.

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

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

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

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other customary or mandatory social benefits in Israel.

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

benefits in Israel to managers and officers.

We do not believe that the

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total compensation.

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

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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.

the fiscal year ended December 31, 2023.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation

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

Name and Principal

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

Name and Principal Position

President, Chief Executive Officer and Chairman (6)

Transition Period

Miriam Kidron

Chief Scientific Officer and director (7)

Transition Period

David Silberman

Chief Financial Officer

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.

Bonuses were granted at the discretion of the Compensation Committee.

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 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 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 7a to our audited consolidated financial statements included in the Annual Report.

See “All Other Compensation Table” below.

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

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

the then current exchange rate for each payment.

(2) Bonuses were granted at the discretion of

the Compensation Committee.

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

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

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

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

Our NEOs will not

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

shares are issued and subsequently sold.

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

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

The assumptions used to

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

financial statements.

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

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

(5) See “All Other Compensation Table”

(6) Until November 1, 2022, Mr.

Kidron received certain compensation from Oramed Ltd.

Kidron received

certain compensation from Oramed Ltd.

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

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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.

Kidron receives certain compensation

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

Kidron, and certain

compensation from Oramed Ltd.

For additional information see “—Employment and

Consulting Agreements” below.

Kidron receives compensation from Oramed

through KNRY.

See “—Employment and Consulting Agreements” below.

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

All Other Compensation Table

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Relocation Expenses

Transition Period

Miriam Kidron

Transition Period

David Silberman

Transition Period

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

Manager’s insurance is a combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability insurance premiums.

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

Relocation expenses represents additional compensation for the period during which Mr.

(1) Manager’s insurance and education funds

are customary benefits provided to employees based in Israel.

Manager’s insurance is

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

tax-qualified pension savings and disability insurance premiums.

An education fund is a savings

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

or other permitted purposes.

(2) Relocation expenses represents additional

compensation for the period during which Mr.

Kidron was in the United States.

These expenses mainly include relocation expenses, supplemental living expenses, accommodation allowances, education allowances, health insurance and related costs.

These expenses

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

education allowances, health insurance and related costs.

Employment and Consulting Agreements

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into a consulting agreement with KNRY whereby Dr.

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

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

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

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

The Miriam Kidron Consulting

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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.

Pursuant to the agreement, each of KNRY and Dr.

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

nor solicit employees of Oramed Ltd.

Starting January 1, 2024, Dr.

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

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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.

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,

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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.

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

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

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.

Kidron each agree that during the term of the agreement and for a 12-month period thereafter, none of them will compete with the Company

nor solicit employees of the Company.

In addition, we, through

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

as of January 1, 2024, Mr.

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

Executive Officer of Oramed Ltd.

In addition, Mr.

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

We, through Oramed Ltd., have

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

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.

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

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

effective June 1, 2024.

In addition, Mr.

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

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

We have entered into indemnification

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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.

(as a result of resignation or retirement).

According to our NEOs’

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

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

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

other NEOS will be entitled to receive 12 months severance.

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

For U.S.-based persons,

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

vesting acceleration of all outstanding unvested equity incentives.

Pension, Retirement or Similar Benefit Plans

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

Policy Relating to Recovery of Erroneously

Awarded Compensation

Our Board has adopted an

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

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

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

In the event the Company is required to

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

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

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

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

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

The following table sets forth

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

The following table sets

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

Option Awards

Unexercisable

Number of shares

(12)(13)(14)(15)

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(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.

The options have an expiration date of April 9, 2024.

On June 30, 2017, 147,000 options were granted to Nadav Kidron under the 2008 Plan at an exercise price of $7.77 per share;

49,000 of such options vested on December 31, 2017 and the remainder vested in two equal installments of 49,000 on each of December 31, 2018 and December 31, 2019, subject to the Company share price reaching the target of $9.50 and $12.50 per share, respectively.

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

to each of Nadav Kidron and Dr.

Miriam Kidron under the 2008 Plan at an exercise price of

$12.45 per share;

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

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

The options have an expiration

date of April 9, 2024.

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

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

49,000 of such

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

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

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

The options expire on June

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.

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

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

97,000 of such

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

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

The options expire on January 31, 2028.

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.

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

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

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

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

The options expire on February

For additional information please see 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.

For additional information please see footnote 5 below.

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

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

as the original grants.

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

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

190,000 of the

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

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

The options expire on January 8, 2030.

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.

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

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

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

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

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.

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

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

26,750 options

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

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

The options expire on January

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.

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

granted to Nadav Kidron under the Oravax Medical Inc.

2021 Long-Term Incentive Plan at an

exercise price of $3.91 per share.

87,095 of the options vested in three installments on

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

options shall vest on December 31, 2024.

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.

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

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

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

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

On February 23, 2015, 79,848 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Nadav Kidron.

The RSUs vested in 23 installments consisting of one installment of 6,654 shares on February 28, 2015 and 22 equal monthly installments of 3,327 shares each, commencing March 31, 2015.

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

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

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

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

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

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

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

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

100,000 shares shall vest upon our common stock achieving a specified price per share, and 100,000 shall vest upon our achievement of certain business objectives.

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

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.

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

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

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

the following:

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

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

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

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

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

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

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

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

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

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

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

January 1, 2025 and January 1, 2026.

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

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

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

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

February 1, 2024.

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

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.

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.

(17) 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.

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

February 26, 2019, 104,000 options were granted to Dr.

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

granted to Dr.

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

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

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

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

The options expire on February

For additional information please see 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.

For additional information please see footnote 5 above.

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

granted to Dr.

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

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

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

The options expire on January

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.

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

granted to Dr.

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

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

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

shall vest on December 31, 2024.

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.

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

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

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

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

The options expire on January 3, 2032.

On September 18, 2022, 32,079 options were granted to Dr.

(22) 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.

2021 Long-Term Incentive Plan

at an exercise price of $3.91 per share.

24,059 of the options vested in three installments

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

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

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:

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 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.

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

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

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

vest per the following:

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

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

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

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

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

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

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

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

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

January 1, 2025 and January 1, 2026.

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

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

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

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

starting February 1, 2024.

The shares of common stock underlying the RSUs will be issued

upon request of the grantee.

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

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

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.

120,000 RSUs vested in one installment on May

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

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

request of the grantee.

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

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

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

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

options expire on September 1, 2031.

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

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

8,000 options

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

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

The options expire on January

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.

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

granted to David Silberman under the Oravax Medical Inc.

2021 Long-Term Incentive Plan at

an exercise price of $3.91 per share.

7,121 of the options vested in two installments on

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

on December 31, 2024.

The options expire on September 17, 2032.

On September 1, 2021, 50,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to David Silberman.

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

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

These RSUs vest as follows:

(i) 33,333 shall vest upon our common stock achieving a price per share of $25 for at least 20 days out of any 30-day trading period and (a) if the first condition was met any time before June 27, 2022, then the RSUs would have vested in three equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024), (b) if the first condition is met any time between June 27, 2022 and June 27, 2023, then 1/3 of the RSUs will vest immediately, and the remainder will vest in two equal installments (on June 27, 2023 and June 27, 2024), (c) if the first condition is met any time between June 27, 2023 and June 27, 2024, then 2/3 of the RSUs will vest immediately, and the remaining 1/3 will vest on June 27, 2024) and (d) if the first condition is met any time after June 27, 2024, then the RSUs will vest immediately;

and (ii) 16,667 upon achievement of a certain licensing agreement as specified by the Board and (a) if the first condition was met any time before June 27, 2022, then the RSUs would have vested in three equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024), (b) if the first condition is met any time between June 27, 2022 and June 27, 2023, then 1/3 of the RSUs will vest immediately, and the remainder will vest in two equal installments (on June 27, 2023 and June 27, 2024), (c) if the first condition is met any time between June 27, 2023 and June 27, 2024, then 2/3 of the RSUs will vest immediately, and the remaining 1/3 will vest on June 27, 2024) and (d) if the first condition is met any time after June 27, 2024, then the RSUs will vest immediately.

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.

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

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

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

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

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

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

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

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

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

the RSUs will vest immediately;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

1, 2025 and January 1, 2026.

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

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

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

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

DIRECTOR COMPENSATION

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Arie Mayer (3)

Aviad Friedman (3)

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

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:

Yadin Rozov (5)

Benjamin Shapiro (6)

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

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

Name of Director

Arie Mayer (4)

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 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.

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.

Yadin Rozov (5)

Benjamin Shapiro (6)

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

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

The assumptions used to determine

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

financial statements included in the Annual Report.

Our directors will not realize the value

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

subsequently sold.

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

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

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

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

Rozov resigned from the Board on January

Shapiro joined the Board on May 1, 2023.

Our directors are entitled

to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board.

Based on a report provided to the Compensation Committee by Aon 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

Based on a report provided to the Compensation Committee by Aon in 2023, effective as of January 1, 2024, each independent director is

entitled to receive as remuneration for his or her service as a member of the Board a sum equal to $30,000 and a grant of 5,070 RSUs

The Chairman of our Board is entitled to receive an additional sum equal to $25,500.

The members of our Audit Committee are each

entitled to receive an additional sum equal to $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

ordinarily required of a director.

The members of our Audit Committee are

each entitled to receive an additional sum equal to $6,000 and a grant of 2,230 RSUs.

The members of our Compensation Committee are each

entitled to receive an additional sum equal to $4,500 and a grant of 1,520 RSUs.

The members of our Nominating Committee are each entitled

to receive an additional sum equal to $4,000 and a grant of 505 RSUs.

All cash remuneration is to be paid quarterly after the close of

each quarter.

The RSUs vest on April 1, July 1, October 1 and January 1 of each year, subject to Compensation Committee approval each

Our executive officers did not receive additional compensation for service as directors.

The Board may award special remuneration

to any director undertaking any special services on behalf of us other than services ordinarily required of a director.

Other than as described above,

we have no present formal plan for compensating our directors for their service in their capacity as directors.

Other than indicated above,

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

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

Other than indicated

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

special assignments during the year ended December 31, 2023.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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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.

31, 2023, options with respect to 2,287,989 shares had been granted, of which 275,673 had been forfeited, 308,804 had been exercised

and 1,310,586 have expired.

As of December 31, 2023, 525,824 RSUs had been granted, of which 89,636 have vested and the shares of common

20 unchanged sentences

in the same amounts and under the same terms as the original grants.

The following table sets forth

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

The following table sets

forth additional information with respect to our equity compensation plans as of December 31, 2023:

Plan category

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As used in the table below

and elsewhere in this form, the term “beneficial ownership” with respect to a security consists of sole or shared voting power,

including the power to vote or direct the vote, and/or sole or shared investment power, including the power to dispose or direct the disposition,

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

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

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

that the named stockholder is a direct or indirect beneficial owner of those shares.

Unless otherwise indicated, (1) each person or entity

named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all

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

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

and elsewhere in this form, the term “beneficial ownership” with respect to a security consists of sole or shared voting

power, including the power to vote or direct the vote, and/or sole or shared investment power, including the power to dispose or direct

the disposition, with respect to the security through any contract, arrangement, understanding, relationship or otherwise, including

a right to acquire such power(s) during the 60 days following March 6, 2024.

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

an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Unless otherwise indicated, (1) each

person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse)

with respect to all shares of common stock listed as owned by that person or entity and (2) the address of each of the individuals named

c/o Oramed Pharmaceuticals Inc., 1185 Avenue of the Americas, Third Floor, New York, New York 10036.

Name and Address of Beneficial Owner

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David Silberman+

Yadin Rozov #

Daniel Aghion #

Leonard Sank #

All current executive officers and directors, as a group (nine persons)

Benjamin Shapiro #

1,909,602 (7)

Includes 633,884 shares of common stock issuable upon the exercise of outstanding stock options and 105,386 shares of common stock underlying vested RSUs that are issuable upon request.

Nadav’s beneficial ownership includes the 218,603 shares of common stock held by Xiaopeng Li, a former director of the Company, over which he holds a proxy.

Includes 411,133 shares of common stock issuable upon the exercise of outstanding stock options and 186,166 shares of common stock underlying vested RSUs that are issuable upon request.

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

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

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

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.

All current executive officers and directors, as a group (eight persons)

5,685,443 (8)

* Less than 1%

(1) Includes 745,634 shares of common stock issuable

upon the exercise of outstanding stock options, 50,667 shares of common stock issuable upon

the vesting of RSUs, and 163,136 shares of common stock underlying vested RSUs that are issuable

upon request.

Nadav’s beneficial ownership includes the 218,603 shares of common

stock held by Xiaopeng Li, a former director of the Company, over which he holds a proxy.

(2) Includes 479,133 shares of common stock issuable

upon the exercise of outstanding stock options, 42,375 shares of common stock issuable upon

the vesting of RSUs, and 187,625 shares of common stock underlying vested RSUs that are issuable

upon request.

(3) Includes 41,000 shares of common stock issuable

upon the exercise of outstanding stock options and 19,500 shares of common stock issuable

upon the vesting of RSUs.

(4) Includes 2,206 shares of common stock issuable

upon the vesting of RSUs.

(5) Includes 25,000 shares of common stock issuable

upon the exercise of outstanding stock options and 4,832 shares of common stock issuable

upon the vesting of RSUs.

(6) Includes 54,867 shares of common stock issuable

upon the exercise of outstanding stock options and 4,832 shares of common stock issuable

upon the vesting of RSUs.

(7) Includes 2,935 shares of common stock issuable

upon the vesting of RSUs.

Includes 1,501,134 shares of common stock issuable upon the exercise of options beneficially owned by the referenced persons, 127,347 shares of common stock issuable upon the vesting of RSUs and 350,761 shares of common stock underlying vested RSUs that are issuable upon request.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

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are approved by our Board.

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

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

The Board has determined

Daniel Aghion, Dr.

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

PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The aggregate fees billed

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

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

August 31, 2021:

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

Limited, for services rendered to us during the fiscal years ended December 31, 2023 and 2022:

Audit Fees (1)

1 unchanged sentence

All Other 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.

(1) Amount represents fees paid for professional

services for the audit of our consolidated financial statements, review of our interim condensed

consolidated financial statements included in quarterly reports and services that are normally

provided by our independent registered public accounting firm in connection with statutory

and regulatory filings or engagements.

(2) Represents fees paid for services rendered in connection with

at-the-market offering related fees for fiscal year 2022, and fees rendered in connection with the Israeli Innovation Authority requirements.

Represents fees paid for services rendered with the Israeli Innovation Authority requirements.

(3) Represents fees paid for tax consulting

SEC rules require that before

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Index to Financial Statements

(a) Index to Financial Statements

The following consolidated financial

6 unchanged sentences

Balance sheets F-2

Statements of loss F-3

Statements of income (loss) F-3

Statements of changes in equity F-4

1 unchanged sentence

Notes to financial statements F-6 - F-34

________________

Report of Independent Registered Public Accounting

3 unchanged sentences

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.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the

related consolidated statements of income (loss), changes in equity and cash flows for the years then ended, including the related notes

(collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements

present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its

operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States

Basis for Opinion

15 unchanged sentences

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

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

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.

Critical Audit Matters

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.

audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated

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

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

The communication of critical audit

matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating

the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which

at fair value

in Note 4 to the consolidated financial statements, the Company has $110,188 thousand investments at fair value recorded as of December

31, 2023 relating to the note and warrants issued to the Company by Scilex Holding Company.

Management applied significant judgment in

estimating the fair value of the investments recorded, which also impacted the results of operations of the Company by approximately $15,638

thousand for the change in fair value of such investments in the year ended December 31, 2023.

The fair value estimation involved the

use of significant estimates and assumptions with respect to the repayment date of the note and the related amounts of the note and warrants.

The principal

considerations for our determination that performing procedures relating to investments at fair value is a critical audit matter are (i)

the high degree of auditor judgment and subjectivity in performing procedures relating to the fair value measurement of the investments

recorded, due to significant judgment by management when developing the estimate;

(ii) significant audit effort in evaluating the significant

assumptions relating to the repayment date of the note and the related amounts of the note and warrants;

and (iii) the audit effort involved

the use of professionals with specialized skill and knowledge.

the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated

financial statements.

These procedures included, among others (i) reading the related agreements and (ii) testing management’s process

for estimating the fair value of the investments.

Testing management’s process included evaluating the appropriateness of the valuation

methods, testing the completeness and accuracy of the data provided by management, and evaluating the reasonableness of significant assumptions

related to the repayment date.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s

/s/ Kesselman & Kesselman

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We have served as the Company’s auditor

Kesselman & Kesselman, Trade Tower,

25 Hamered Street, Tel-Aviv 6812508, Israel,

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)

Investments at fair value (note 4)

Prepaid expenses and other current assets

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LONG-TERM ASSETS:

Long-term deposits (note 4)

Long-term deposits

Investments at fair value (note 4)

Marketable securities (note 3)

Long-term investment (note 6j)

Other non-marketable equity securities (note 5)

Amounts funded in respect of employee rights upon retirement

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Accounts payable and accrued expenses (note 6)

Short-term borrowings (note 7)

Deferred revenues

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Total long-term liabilities

COMMITMENTS (note 8)

EQUITY ATTRIBUTABLE TO COMPANY’S STOCKHOLDERS’:

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ORAMED PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF LOSS

CONSOLIDATED STATEMENTS OF INCOME (LOSS)

In thousands (except share and per share data)

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OPERATING LOSS

FINANCIAL INCOME (note 9a)

FINANCIAL EXPENSES (note

LOSS BEFORE TAX EXPENSES

NET LOSS ATTRIBUTABLE TO:

INTEREST EXPENSES

INCOME (EXPENSES), NET (note 11a)

INCOME (LOSS) BEFORE TAX EXPENSES

NET LOSS (INCOME)

NET INCOME (LOSS) ATTRIBUTABLE TO:

COMPANY’S STOCKHOLDERS

NON-CONTROLLING INTERESTS

BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING BASIC AND DILUTED LOSS PER SHARE OF COMMON STOCK

NET INCOME (LOSS)

BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK

DILUTED INCOME (LOSS) PER SHARE OF COMMON STOCK

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING DILUTED INCOME (LOSS) PER SHARE OF COMMON STOCK

The accompanying notes are an integral part

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CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Attributable to Company’s Stockholders

to Company’s Stockholders

stockholders’

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ISSUANCE OF COMMON STOCK, NET

EXERCISE OF WARRANTS AND OPTIONS

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION OF SUBSIDIARY

TAX WITHHOLDINGS RELATED TO STOCK-BASED COMPENSATION SETTLEMENTS

NET INCOME (LOSS)

BALANCE AS OF DECEMBER 31, 2023

* Represents an amount of less than $1.

Attributable to Company’s Stockholders

to Company’s Stockholders

stockholders’

BALANCE AS OF SEPTEMBER 1, 2021

BALANCE AS OF JANUARY 1, 2022

SHARES ISSUED FOR SERVICES

ISSUANCE OF COMMON STOCK, NET

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STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION OF SUBSIDIARY

TAX WITHHOLDINGS RELATED TO STOCK-BASED COMPENSATION SETTLEMENTS

BALANCE AS OF DECEMBER 31, 2022

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

The accompanying notes are an integral part

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CASH FLOWS FROM OPERATING ACTIVITIES:

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

Net income (loss)

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

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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Shares issued for services

Funds in respect of employee rights upon retirement

Accrued interest on short-term borrowings to maturity

Changes in operating assets and liabilities:

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Proceeds from selling fixed assets

Investment in short-term deposits

Investment in long-term deposits

Proceeds from sale of mutual funds

Purchase of held to maturity securities

Purchase of short-term deposits

Purchase of long-term deposits

Long-term investments

Proceeds from long-term investments

Proceeds from redemption of short-term deposits

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

Loans received

Tax withholdings related to stock-based compensation settlements

Transaction with non-controlling interests

Total net cash provided by financing activities

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(A) SUPPLEMENTARY DISCLOSURE ON CASH FLOWS:

Interest paid

Interest received

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Recognition of operating lease right of use assets and liabilities

Transaction with non-controlling interests

Additional paid in capital

Non-controlling interests

The accompanying notes are an integral part

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(“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.

agreement (the “Stockholders Agreement”) with Akers Biosciences Inc., Premas Biotech Pvt.

Ltd., Cutter Mill Capital LLC (“Cutter

Mill”) and Run Ridge LLC (“Run Ridge”).

According to the Stockholders Agreement, Oravax issued 1,890,000 shares of its

capital stock to the Company, representing 63 % of the issued and outstanding share capital of Oravax, on a fully diluted basis, as of

the date of issuance.

Consequently, Oramed consolidates Oravax in its consolidated financial statements since that time.

On November 23, 2021, Oravax incorporated

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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.

On January 11, 2023, the Company announced

that the ORA-D-013-1 Phase 3 trial did not meet its primary or secondary endpoints.

As a result, the Company terminated this trial and

a parallel Phase 3, ORA-D-013-2 clinical trial.

As these results are considered a triggering event, the Company evaluated all of its long

lived assets which include fixed assets and operating lease right-of-use assets in the first quarter of 2023 and concluded that no impairment

was required.

In 2023, the Company completed an analysis of the data from the ORA-D-013-1 Phase 3 trial and found that subpopulations

of patients with pooled specific parameters, such as body mass index (BMI), baseline HbA1c and age, responded well to oral insulin.

subsets exhibited an over 1 % placebo adjusted, statistically significant, reduction in HbA1c.

Based on this analysis, the Company is working

on a protocol for a new Phase 3 clinical trial to be submitted to the U.S.

Food and Drug Administration (the “FDA”).

Concurrently,

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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.

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and has not generated significant revenues from its operations.

Based on the Company’s current cash resources and commitments, the

Company believes it will be able to maintain its current planned development activities and the corresponding level of expenditures for

at least the next 12 months, although no assurance can be given that the Company will not need additional funds prior to such time.

there are unexpected increases in its operating expenses, the Company may need to seek additional financing during the next 12 months.

Successful completion of the Company’s development programs and its transition to normal operations is dependent upon obtaining

necessary regulatory approvals from the U.S.

Food and Drug Administration prior to selling its products within the United States, obtaining

foreign regulatory approvals to sell its products internationally, or entering into licensing agreements with third parties.

be no assurance that the Company will receive regulatory approval of any of its product candidates, and a substantial amount of time may

pass before the Company achieves a level of revenues adequate to support its operations, if at all.

The Company also expects to incur

substantial expenditures in connection with the regulatory approval process for each of its product candidates during their respective

developmental periods.

Obtaining marketing approval will be directly dependent on the Company’s ability to implement the necessary

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

The Company may also need additional

funds to realize the decisions made as part of its strategic review process.

Following the termination of the ORA-D-013-1 and ORA-D-013-2 Phase 3 trials,

the Company’s research and development activities have been significantly reduced while it conducted a strategic review process.

As a result, the Company is currently incurring lower research and development and sales and marketing expenses.

The Company is working

on a protocol for a new Phase 3 clinical trial to be submitted to the FDA.

Concurrently, the Company is examining its existing pipeline

and has commenced an evaluation process of potential strategic opportunities.

Based on the Company’s current

cash resources and commitments, the Company believes it will be able to maintain its current planned development activities and the corresponding

level of expenditures for at least the next 12 months, although no assurance can be given that the Company will not need additional funds

prior to such time.

If there are unexpected increases in its operating expenses, the Company may need to seek additional financing during

the next 12 months.

The Company may also need additional funds to realize the decisions made as part of its strategic review process.

The Company cannot predict the outcome of these activities.

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 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.

On August 7, 2023, the Company entered

into a Stock Purchase Agreement, as subsequently amended on August 9, 2023 and August 21, 2023, (the “Sorrento SPA”), with

Sorrento Therapeutics, Inc.

(“Sorrento”), to acquire certain equity securities of Scilex Holding Company (“Scilex”),

owned by Sorrento (the “Purchased Securities”), for a purchase price of $ 105,000 .

Sorrento and its affiliated debtor, Scintilla

Pharmaceuticals, Inc.

(“Scintilla” and together with Sorrento, the “Debtors”) are in Chapter 11 bankruptcy proceedings.

On August 9, 2023, the Company entered

into a Senior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement (the “Senior DIP Loan Agreement”) with

the Debtors in the principal amount of $ 100,000 , which included a non-refundable closing fee of $ 450 paid in full out of the proceeds.

This amount was subsequently drawn in full by the Debtors and was intended to be used by the Company as a credit for the consideration

for the Purchased Securities, with an additional $ 5,000 in cash to be paid by the Company at closing.

Thereafter, the Company and Sorrento

continued discussions and negotiations relating to the sale contemplated under the Sorrento SPA.

On September 21, 2023, the Company

entered into and consummated the transactions contemplated by a Securities Purchase Agreement (the “Scilex SPA”) with Scilex

and Acquiom Agency Services LLC.

Pursuant to the Scilex SPA, in exchange for Scilex assuming outstanding obligations of Sorrento under

the Senior DIP Loan Agreement (the “DIP Assumption”) and for the ability to credit the amounts assumed under the DIP Assumption

in exchange for certain equity securities of Scilex owned by Sorrento, Scilex (i) issued to the Company (A) a Senior Secured Promissory

Note due 18 months from the date of issuance in the principal amount of $ 101,875 (the “Note”), which includes accrued and

unpaid interest of $ 875 under the Senior DIP Loan Agreement and $ 1,000 of fees added to the principal amount of the Note, (B) the Closing

Penny Warrant (as defined herein), and (C) the Subsequent Penny Warrants (as defined herein), and (ii) caused the Transferred Warrants

(as defined herein) to be transferred to the Company.

For further details, see note 4.

On August 8, 2023, the Company borrowed

an aggregate of $ 99,550 pursuant to loan agreements from Israel Discount Bank Ltd.

For further details, see note 7.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Basis of presentation

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GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities and disclosure of contingent assets and liabilities at the financial statements date and the reported expenses during

the reporting periods.

and liabilities and disclosure of contingent assets and liabilities at the financial statements date and the reported revenues and expenses

during the reporting periods.

Actual results could differ from those estimates.

As applicable to these consolidated financial

statements, the most significant estimates and assumptions relate to stock-based compensation, expectation of milestone payments and to

the expected product submission date for revenue recognition purposes.

statements, the most significant estimates and assumptions relate to stock-based compensation and to the investments at fair value (for

further details, see note 4).

Functional currency

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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.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company’s financial assets subject

to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:

December 31, 2023

Marketable Securities

Transferred Warrants (see note 4)

Closing Penny Warrant (see note 4)

Subsequent Penny Warrants (see note 4)

The Note (see note 4)

December 31, 2022

Marketable Securities

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.

The fair value of the investment in non-marketable

equity securities as presented in note 5 was based on a Level 3 measurement.

As of December 31, 2023, the carrying

amounts of cash equivalents, short-term deposits, Short-Term Borrowings (as defined in note 7) and accounts payable approximate their

fair values due to the short-term maturities of these instruments.

As of December 31, 2022, the carrying

amounts of cash equivalents, short-term deposits and accounts payable approximate their fair values due to the short-term maturities of

these instruments.

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Marketable securities

Equity securities

The Company classified the securities

The Company measured 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.

(“Entera”) and the Transferred

Warrants) at fair value, with changes in fair value recognized in earnings.

Held to maturity securities

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are stated at amortized cost, adjusted for amortization of premiums and accretion of discounts to maturity.

On a continuous basis, management

assesses whether there are any indicators that the value of the Company’s marketable securities may be impaired, which includes

reviewing the underlying cause of any decline in value and the estimated recovery period, as well as the severity and duration of the

In the Company’s evaluation, the Company considers its ability and intent to hold these investments for a reasonable period

of time sufficient for the Company to recover its cost basis.

A marketable security is impaired if the fair value of the security is less

than the carrying value of the security and such difference is deemed to be other-than temporary.

To the extent impairment has occurred,

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.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Other non-marketable equity securities

The Company also invested in non-marketable

equity securities, through an investment in a privately held company.

This equity investment does not have a readily determinable fair

The investment is measured under the measurement alternative in Accounting Standards Codification (“ASC”) 321 “Investments

– Equity Securities” to the extent such an investment is not subject to consolidation or the equity method.

Under the measurement

alternative, this equity investment is carried at cost, less any impairment, adjusted for changes resulting from observable price changes

in transactions for an identical or similar investment of the same issuer.

The investment would be impaired in accordance with the provisions

of ASC 820 “Fair Value Measurement” if, based on a qualitative assessment of impairment indicators, the fair value of the

investment is less than its carrying amount.

If considered impaired, the difference between the carrying amount and fair value would be

recorded in the consolidated statement of operations.

For further details, see note 5.

Investments, at fair value

The Company invested in the Note and received

Penny Warrants issued by Scilex (see note 4), for which it has elected the fair value option.

Under the Fair Value Option Subsections

of ASC Subtopic 825-10, Financial Instruments – Overall, the Company has the irrevocable option to report financial assets at fair

value on an instrument-by-instrument basis.

Changes in fair value are recorded under financial income, net and include interest income

Alongside the Note and the Penny Warrants,

Scilex issued to the Company the Transferred Warrants.

The Transferred Warrants meet the definition of a derivative under ASC 815 “Derivatives

and Hedging,” and therefore will also be measured at fair value.

Changes in the fair value of the Warrants are recorded under financial

Concentration of credit risks

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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.

institutions, marketable securities, and the Note (as defined herein).

The Company is of the opinion that the credit risk in respect of

these balances is remote, except for the Note (as defined herein) for which the credit risk is reflected in its fair value measurement

(for further details, see note 4).

Deferred taxes

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valuation allowance with respect to its deferred tax assets.

Regarding the Israeli subsidiary, the

recognition is prohibited for deferred tax liabilities or assets that arise from differences between the financial reporting and tax bases

of assets and liabilities that are measured from the local currency into dollars using historical exchange rates, and that result from

changes in exchange rates or indexing for tax purposes.

Consequently, the abovementioned differences were not reflected in the computation

of deferred tax assets and liabilities.

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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intention to hold this investment, not to realize it.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Uncertainty in income tax

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policy is to include interest and penalties related to unrecognized tax benefits within income tax expenses.

Revenue recognition

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

as the entity performs, revenue is recognized over time through the expected product submission date in June 2023, using the input method.

The Company used the input method to measure the process for the purpose of recognizing revenue, which approximates the straight-line

The Company used significant judgment when it determined the product submission date.

Under ASC 606, the consideration that

the Company would be entitled to upon the achievement of contractual milestones, which are contingent upon the occurrence of future events,

are a form of variable consideration.

When assessing the portion, if any, of such milestones-related consideration to be included in the

transaction price, the Company first assesses the most likely outcome for each milestone and excludes the consideration related to milestones

of which the occurrence is not considered the most likely outcome.

The Company then evaluates if any of the

variable consideration determined in the first step is constrained by including in the transaction price variable consideration to the

extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty

associated with the variable consideration is subsequently resolved.

The Company used significant judgment when it determined the

first step of variable consideration.

The potential future royalty consideration

is also considered a form of variable consideration under ASC 606 as it is based on a percentage of potential future sales of the Company’s

However, the Company applies the sales-based royalty exception and accordingly will recognize the sales-based royalty amounts

when the related sale has occurred.

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

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.

Revenue recognition

On November 30, 2015, the Company entered into a Technology

License Agreement, with Hefei Tianhui Incubator of Technologies Co.

(“HTIT”) and on December 21, 2015, the parties entered

into an Amended and Restated Technology License Agreement that was further amended by the parties on June 3, 2016 and July 24, 2016 (the

“HTIT License Agreement”).

As of December 31, 2023, an aggregate amount of $ 22,382 was

allocated to the HTIT License Agreement, all of which were received through the balance sheet date.

Through December 31, 2023, the Company

recognized revenue associated with this agreement in the aggregate amount of $ 20,382 , of which $ 1,340 was recognized in the twelve month

period ended December 31, 2023, and deferred the remaining amount of $ 2,000 , which is presented as long-term deferred revenues on the

consolidated balance sheet.

On November 13, 2022, the Company entered

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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.

For further details, see note 8c.

Under ASC 606 “Revenue from Contracts

with Customers,” the Company identified Medicox as a customer and the Medicox License Agreement as a contract with a customer.

The Company identified a performance obligation

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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 Medicox License Agreement contains

a fixed consideration of $ 2,000 , which was received by the Company during the year ended December 31, 2022 and is currently presented

under long-term deferred revenues.

It also contains variable consideration of contractual milestone payments and sales-based royalties.

The Company’s obligation to stand-ready

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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.

approval process in the Republic of Korea, the Company expects most of the revenue to be recognized at a later stage, going forward.

Company notes that its Phase 3 trial did not meet its primary or secondary endpoints (see note 1a.1).

If Medicox chooses to terminate

the agreement as a result of the outcome of the Phase 3 trials, the Company will accelerate revenue recognition and recognize it at such

ORAMED PHARMACEUTICALS INC.

35 unchanged sentences

as they occur.

Loss per common share

Basic and diluted net loss per common

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

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.

The Company has elected an accounting

policy to measure non-controlling interests in an asset acquisition at fair value on the date of acquisition.

Earnings (loss) per common share

Basic net earnings (loss) per common share

are computed by dividing the net earnings (loss) attributable to stockholders for the period by the weighted average number of shares

of common stock outstanding for each period, including vested RSUs.

Outstanding stock options, warrants and RSUs have been excluded from

the calculation of the diluted loss per share because all such securities are anti-dilutive for the year ended December 31, 2022.

For the diluted earnings per share calculation

for the year ended December 31, 2023, the weighted average number of shares outstanding during the year is adjusted for the potential

dilution that could occur in connection with employee share-based payment, using the treasury stock method.

The weighted average number of stock options,

warrants, and RSUs that has been excluded from the calculation of the diluted income per share as of December 31, 2023 was 1,227,506 shares.

The weighted average number of stock options,

warrants and RSUs excluded from the calculation of diluted net loss was 3,356,203 for the year ended December 31, 2022.

ORAMED PHARMACEUTICALS INC.

29 unchanged sentences

5 years and some include options to terminate the leases immediately.

What changed 10-K

Item 9A. Controls and Procedures