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Item 5. Market for Registrant’s Common Equity

2026-03-26 compared with 2025-03-27 · 65 added, 21 removed, 7 unchanged (92% of the section changed)

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

common stock is traded on the Nasdaq Capital Market and on the Tel Aviv Stock Exchange, in each case under the symbol “ORMP.”

of March 27, 2025, there were 40,850,455 shares of our common stock issued and outstanding held of record by approximately 40 registered

stockholders.

We believe that a significant number of stockholders hold their shares of our common stock in brokerage accounts and registered

in the name of stock depositories and are therefore not included in the number of stockholders of record.

Sales of Equity Securities and Use of Proceeds

unregistered sales of equity securities were made during the three months ended December 31, 2024.

Purchases of Equity Securities

June 2024, our Board authorized a stock buyback and retirement program pursuant to which we may, from time to time, repurchase up

to $20,000,000 in maximum value of our common stock.

Share repurchases may be executed through various means, including, without limitation,

open market transactions, privately negotiated transactions or otherwise in compliance with Rule 10b-18 under the Exchange

The stock buyback program does not obligate us to purchase any shares and expires in 12 months.

The authorization for the stock

buyback program may be terminated, increased or decreased by our Board in its discretion at any time.

We have repurchased and retired 1,036,976 shares of our common stock

under this program for approximately $2,494,000, including approximately $10,000 excise tax, at an average price of $2.36 per share.

purchases were funded with cash on hand.

following sets forth information with respect to repurchase and retirement made by the Company of its shares of common stock during the

fourth quarter ended December 31, 2024:

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Our common stock is traded

on the Nasdaq Capital Market and on the Tel Aviv Stock Exchange, in each case under the symbol “ORMP.”

As of March 26, 2026, there

were 40,446,179 shares of our common stock issued and outstanding held of record by approximately 40 registered stockholders.

that a significant number of stockholders hold their shares of our common stock in brokerage accounts and registered in the name of stock

depositories and are therefore not included in the number of stockholders of record.

On December 31, 2025, our Board of Directors declared a cash dividend

of $0.25 per share of common stock, warrants and RSUs, payable to stockholders of record as of January 16, 2026.

The aggregate amount

of the dividend is $10,870.

We do not expect that we will pay any dividends or other distributions to stockholders in the foreseeable

Shareholder Rights Plan

On November 16, 2025, our

Board declared a dividend of one common stock purchase right (a “Right”) for each outstanding share of common stock.

was paid on November 27, 2025, to the stockholders of record at the close of business on November 27, 2025.

Each Right initially entitles

the registered holder to purchase from us one share of common stock at a price of $10.00 per share of common stock, subject to adjustment.

The description and terms of the Rights are set forth in a Rights Agreement dated as of November 17, 2025, as the same may be amended

from time to time, between us and Continental Stock Transfer & Trust Company, as Rights agent.

Until the earlier to occur of (i) 10

business days following a public announcement that a person or group of affiliated or associated persons has become a person or group

of affiliated or associated persons acquires beneficial ownership of 15% or more of the outstanding shares of common stock (an “Acquiring

Person”) or (ii) 10 business days (or such later date as may be determined by action of the Board prior to such time as any person

or group of affiliated or associated persons becomes an Acquiring Person) following the commencement of, or public announcement of an

intention to make, a tender or exchange offer the consummation of which would result in any person or group of affiliated or associated

persons becoming an Acquiring Person (the earlier of such dates being called the “Distribution Date”), the Rights will be

evidenced, with respect to certificates representing Common Stock (or book entry shares of common stock) outstanding as of the Record

Date, by such certificates (or such book entry shares).

In the event that any person or group of affiliated or associated persons becomes

an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become

void), will thereafter have the right to receive upon exercise of a Right that number of shares of common stock (or cash, other assets,

debt securities of the Company, or any combination thereof) having a market value of two times the exercise price of the Right.

Unregistered Sales of Equity Securities and

Use of Proceeds

No unregistered sales of equity

securities were made during the three months ended December 31, 2025.

that were not previously reported in a Quarterly Report on Form

10-Q or Current Report on Form 8-K.

Issuer Purchases of Equity Securities

In June 2024, our Board authorized a stock

buyback and retirement program or, the “Buy-Back Program” pursuant to which we may, from time to time, repurchase up to

$20,000,000 in maximum value of our common stock.

Share repurchases may be executed through various means, including, without

limitation, open market transactions, privately negotiated transactions or otherwise in compliance with Rule 10b-18 under the

Exchange Act.

The Buy-Back Program does not obligate us to purchase any shares and the initial term was set to expire in June 2025.

On May 21, 2025, our Board authorized a one-year extension of the Buy-Back Program, which was set to expire in June 2026.

authorization for the Buy-Back Program may be terminated, increased or decreased by our Board in its discretion at any time.

During 2025 and 2024, we have repurchased and

retired shares of our common stock under the Buy-Back Program.

During the year ended December 31, 2025, we repurchased an aggregate of

899,609 in shares of common stock for $2,155,000, including approximately $6,000 of excise tax, at an average price of $2.39 per share,

and during the year ended December 31, 2024, we repurchased an aggregate of 1,036,976 shares of common stock for $2,494,000, including

$10 of excise tax, at an average price of $2.40 per share.

All repurchases were funded with cash on hand.

On October 20, 2025, we entered into a separate stock repurchase agreement

with HTIT pursuant to which HTIT agreed to sell to us 1,155,367 shares of common stock at a purchase price of $2.23 per share for an aggregate

price of $2,584,000, including approximately $8,000 of excise tax.

Following such repurchase, the shares were cancelled and retired.

The following sets forth information with respect

to repurchase and retirement made by the Company of its shares of common stock during the fourth quarter ended December 31, 2025:

Total number of

part of publicly

6 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity