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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-27 · 2689 added, 2126 removed, 533 unchanged (90% of the section changed)

CONTROLS AND PROCEDURES.

Controls and Procedures

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

and procedures as of December 31, 2024.

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

that our disclosure controls and procedures are effective.

Annual Report on Internal Control over Financial Reporting

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

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

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

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

control over financial reporting includes policies and procedures that:

pertain to the maintenance

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

provide reasonable assurance

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

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

provide reasonable assurance

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

effect on our financial statements.

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

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

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

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

31, 2024 at a reasonable assurance level.

in Internal Control over Financial Reporting

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

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

Disclosure Controls and Procedures

Our management, including

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

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

procedures are effective.

Management’s Annual Report on Internal

Control over Financial Reporting

Our management, under the

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

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

The Company’s

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

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

Internal control over financial

reporting includes policies and procedures that:

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

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;

reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could

have a material effect on our financial statements.

Under the supervision and

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

of our internal control over financial reporting as of December 31, 2025 based on the current framework for Internal Control-Integrated

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

Based on this evaluation,

our management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025 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, 2025 that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

OTHER INFORMATION.

Disclosure Pursuant to Item 5.03 of Form 8-K.

Amendments to Bylaws

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

Amended and Restated By-Laws.

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

The changes to the

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

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

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

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

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

This description

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

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

Termination of Rule 10b5–1 Trading Arrangements

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

and Executive Officers

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

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

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

Trading Arrangements

the fourth fiscal quarter ended December 31, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange

Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as each

term is defined in Item 408(a) of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE.

Directors and Executive Officers

The name and age of each of

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

executive officer of the Company are set forth below.

Serving Since

President, Chief Executive Officer, Director and Chairman

Miriam Kidron

Scientific Officer and Director

Financial Officer and Treasurer

Operating & Business Officer

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

Silberman, our former

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

Miriam Kidron is Mr.

Nadav Kidron’s mother.

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

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

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

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

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

of the Board effective as of June 30, 2022.

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

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

In 2009, he was a fellow at the Merage Foundation

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

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

of Advanced Jewish Studies at Bar Ilan University.

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

in Jerusalem, Israel.

Chief Scientific Officer and Director

Avraham Gabay

Chief Financial Officer and Treasurer

Joshua Hexter

Chief Operating & Business Officer

Daniel Aghion

Yehuda Reznick

Benjamin Shapiro

Nadav Kidron was

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

effective as of June 30, 2022.

He is also Chairman of the board of MDG Real Estate Global, Ltd., director of Alpha Tau Medical Ltd., director

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

In 2009, he was a fellow at the

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

From 2003 to 2006, he was the managing director

of the Institute of Advanced Jewish Studies at Bar Ilan University.

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

Ernstoff Law Offices in Jerusalem, Israel.

Kidron holds an LL.B.

and an International MBA from Bar Ilan University, Israel.

believe that Mr.

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

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

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

Kidron is a pharmacologist

and a biochemist with a Ph.D.

We believe that Mr.

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

as his knowledge and familiarity with corporate management.

Miriam Kidron was

appointed Chief Scientific Officer and director in March 2006.

Kidron is a pharmacologist and a biochemist

in biochemistry.

From 1990 to 2007, Dr.

Kidron was a senior researcher in the Diabetes Unit at Hadassah

University Hospital in Jerusalem, Israel.

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

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

Kidron is a recipient of the Bern Schlanger

believe that Dr.

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

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

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

appointment, Mr.

Gabay served as interim chief financial officer of BiomX Inc.

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

in Jerusalem, Israel.

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

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

Kidron is a recipient of the Bern Schlanger Award.

We believe that Dr.

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

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

Avraham Gabay was

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

Prior to his appointment, Mr.

as interim chief financial officer of BiomX Inc.

(NYSE American:

PHGE) during 2023.

From 2021 until 2023,

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

From 2021 until 2023, Mr.

was the chief financial officer of the Company.

Gabay served as the chief

financial officer at Oravax Inc., a 63% owned subsidiary of the Company.

From 2019 until 2021, Mr.

Gabay was the chief financial officer

of the Company.

From 2015 to 2019, Mr.

Gabay served as VP Finance at Orcam Technologies Ltd.

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

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

From 2014 to 2015, Mr.

Gabay provided economic

services in the advisory department of KPMG Israel, a certified public accounting firm, and from 2013 to 2014, he worked in the tax department

of the law firm Gornitzky & Co.

In addition, Mr.

Gabay serves as a director on the

board of Iintoo Ltd.

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

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

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

Prior to his appointment,

Hexter served as Chief Business Officer at BrainsWay Ltd.

Gabay serves as a director on the board of Sade Real Estate YS Ltd.

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

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

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

Hexter has been

affiliated with Oramed since 2013, initially serving as Chief Operating Officer and VP Business Development from 2013 to 2018, and

returning to the Company in his current role in 2019.

In the intervening period, Mr.

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.

From 2013 to 2018, Mr.

Hexter served as Chief Operating

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

Hexter was a Director or Executive Director of BioLineRx

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

of non-invasive neuromodulation products.

Prior to that, Mr.

Hexter was Executive Director at BioLineRx Ltd.

(Nasdaq/TASE:

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

from 2007 to 2013, 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.

believe that Dr.

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

Arie Mayer became a director in December 2019.

Mayer is currently the Managing Director and Chairman of the

Board of Sigma-Aldrich Israel Ltd.

Hexter was 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 .

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.

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

became a director in December 2019.

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

and has held that position since January 2010.

Mayer has held various roles with Sigma-Aldrich

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

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

in biochemistry from Israel

Institute of Technology.

believe that Dr.

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

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

Yehuda Reznick became a director in April 2024.

Reznick served as an audit partner at Kesselman & Kesselman

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

Prior to joining Kesselman & Kesselman, he was

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

Reznick currently serves on the board of directors of Oravax

Medical Inc., an affiliate of the Company.

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

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

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

in biochemistry from Israel Institute of Technology.

We believe that Dr.

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

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

Yehuda Reznick became

a director in April 2024.

Reznick served as an audit partner at Kesselman

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

Prior to joining Kesselman &

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

Since 2019, Mr.

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

& Industrial Buildings Ltd (TASE:

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

from 2017 to 2023.

believe that Mr.

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

Leonard Sank became a director in October 2007.

Sank is a South African entrepreneur and businessman, whose

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

in developing businesses.

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

Town, where he resides.

believe that Mr.

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

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

Benjamin Shapiro became a director in May 2023.

Shapiro is a successful entrepreneur and business professional

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

Since May 2015, he has been host

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

earned a B.A.

Reznick has also served on the

board of directors of Hiron-Trade Investments & Industrial Buildings Ltd (TASE:

Reznick previously served on the board

of directors of Bonus Biogroup Ltd (OTC:

BBIXF) from 2017 to 2023.

We believe that Mr.

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

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 B.A.

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

believe that Mr.

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

are no agreements with respect to the election of directors.

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

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

resignation or removal.

We believe that Mr.

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

There is no arrangement or

understanding between any of the directors or officers identified above and any other person pursuant to which he was selected as a director

None of the directors or officers identified above is, or has been, a participant in any transaction involving the Company,

and is not a participant in any proposed transaction with the Company, in each case, required to be disclosed pursuant to Item 404(a)

of Regulation S-K, other than as described in the “ Certain Relationships and Related Transactions, and Director Independence ”

section contained herein.

Board of Directors

There are no agreements with

respect to the election of directors.

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

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

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

Board has determined that Dr.

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.

Our Board has reviewed the

independence of our directors based on the listing standards of the Nasdaq Stock Market (“Nasdaq”).

The Board has determined

Daniel Aghion, Dr.

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

under the rules promulgated by the Nasdaq.

Except for Dr.

Arie Mayer and Mr.

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

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

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

attributes and skills of each director.

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

character and integrity;

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

business judgment and to interact effectively with the other directors;

and willingness and ability to commit the time necessary to perform

the duties of a director.

Meeting Attendance

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

and took action by written consent on nine occasions.

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

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

Board members are

encouraged to attend our annual meetings of stockholders.

Evaluation Process

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

maintains optimal composition and functions effectively.

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

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

Arie Mayer, Yehuda Reznick and Benjamin Shapiro are independent as defined under the rules promulgated by

We have determined that each

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

skills of each director.

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

and integrity;

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

and to interact effectively with the other directors;

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

Family Relationships

There are no family relationships

among our directors or executive officers, except that Dr.

Miriam Kidron is Mr.

Nadav Kidron’s mother.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has

been involved in any of the following events during the past ten years:

bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time

of the bankruptcy or within two years prior to that time;

conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently

or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking

found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Board Meeting Attendance

During the year ended December

31, 2025, our Board held six meetings and took action by written consent on four occasions.

Benjamin Shapiro, all of our directors

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

served on the Board.

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

Board Evaluation Process

Our Board is committed to

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

and functions effectively.

As part of this process, the

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

that is submitted to the Company secretary.

The results are then reported back to the full Board.

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

that may lead to further improvement.

Committee and Audit Committee Financial Expert

members of our Audit Committee are Dr.

After the evaluations, the Board and

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

Audit Committee and Audit Committee Financial

The members of our Audit Committee

Daniel Aghion, Dr.

1 unchanged sentence

Our Board has determined that Mr.

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

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

and regulations.

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

www.oramed.com.

The primary responsibilities of our Audit Committee include:

Overseeing the accounting

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

Appointing, compensating

and retaining our registered independent public accounting firm;

Overseeing the work performed

by any outside accounting firm;

Assisting the Board in

fulfilling its responsibilities by reviewing:

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

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

Reviewing the Company’s

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

Recommending, establishing

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

of operations;

Reviewing major financial

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

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

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

members of our Compensation Committee are Dr.

Daniel Aghion, Yehuda Reznick and Leonard Sank.

The Board has determined that all of the

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

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

The primary responsibilities of our Compensation Committee include:

Reviewing, negotiating

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

Administering our equity

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

Making recommendations

to our Board with respect to director compensation;

Authority to exercise all

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

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

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

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

The Compensation Committee may delegate any authority

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

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

members of our Nominating Committee are Dr.

Arie Mayer and Leonard Sank.

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

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

The Nominating Committee

Reznick 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.

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 Nominating Committee include:

Overseeing the composition

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

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

Recommending the composition

of the Board for each annual meeting of stockholders;

Reviewing periodically

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

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

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

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

A copy of the Code of Ethics and

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

We intend to satisfy the disclosure requirement regarding any amendment

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

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

Trading Policy

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

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

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

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

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

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

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

in our securities.

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

and listing standards applicable to the Company.

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

of our Audit Committee include:

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;

the work performed by any outside accounting firm;

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;

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;

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 four

times and took action by written consent on two occasions during the year ended December 31, 2025.

Investment Committee

The Board of Directors established

an Investment Committee on June 5, 2025, to oversee our investment activities.

The Investment Committee is composed of two members of

the Board of Directors, currently including Dr.

Daniel Aghion and Yehuda Reznick.

The primary responsibilities of our Investment Committee

the Company’s investment strategy and portfolio management;

the investment policies, asset allocations, and investment decisions;

and evaluating the performance of investments and assessing risk;

regular reports and recommendations to the Board on the status and performance of the Company’s investments;

major investment decisions, including acquisitions, divestitures, and large-scale investments;

the Company’s investments and consider the implications of the Company’s investments and proposed investments under the Investment

Company Act of 1940 (the “1940 Act”) to ensure the Company’s compliance with the 1940 Act.

Our Investment Committee met

one time and took action by written consent on one occasion during the year ended December 31, 2025.

Compensation Committee

For the year ended December 31, 2025, the members of our Compensation

Committee were Dr.

Daniel Aghion, Yehuda Reznick and Leonard Sank.

Following Mr.

Sank’s resignation, the Compensation Committee

is composed of Dr.

Aghion and Mr.

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

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;

recommendations to our Board with respect to director compensation;

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

The Compensation Committee

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

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

respect to, the compensation of other executive officers.

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

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

Our Compensation Committee

met two times and took action by written consent on three occasions during the year ended December 31, 2025.

Nominating Committee

The members of our Nominating Committee were Dr.

Arie Mayer and Leonard

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:

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;

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 did

not meet and took one action by written consent during the year ended December 31, 2025.

Scientific Advisory Board

We maintain a Scientific Advisory

Board consisting of internationally recognized scientists who advise us on scientific and technical aspects of our business.

The Scientific

Advisory Board meets to review specific projects and to assess the value of new technologies and developments to us.

In addition, individual

members of the Scientific Advisory Board meet with us to provide advice in their particular areas of expertise.

The Scientific Advisory

Board consists of the following members, information with respect to whom is set forth below:

Professor Roy Eldor, Professor Ele Ferrannini,

Alexander Fleming, Professor Avram Hershko, Dr.

Julio Rosenstock and Dr.

Professor Roy Eldor ,

MD, PhD , joined the Oramed Scientific Advisory Board in July 2016.

He is an endocrinologist, internist and researcher with

over twenty years of clinical and scientific experience.

He is currently Director of the Diabetes Unit at the Institute of Endocrinology,

Metabolism & Hypertension at the Tel-Aviv Sourasky Medical Center.

Prior to that, Dr.

Eldor served as Principal Scientist at Merck

Research Laboratories, Clinical Research – Diabetes & Endocrinology.

He previously served as a senior physician in internal

medicine at the Diabetes Unit in Hadassah Hebrew University Hospital in Jerusalem, Israel;

and the Diabetes Division at the University

of Texas Health Science Center in San Antonio, Texas.

Eldor is a recognized expert, with over 50 peer reviewed papers and book chapters,

and has been a guest speaker at numerous international forums.

Professor Ele Ferrannini ,

MD , joined the Oramed Scientific Advisory Board in February 2007.

He is a past President to the European Association for the

Study of Diabetes (EASD), which supports scientists, physicians and students from all over the world who are interested in diabetes and

related subjects in Europe and performs functions similar to that of the American Diabetes Association in the United States.

Ferrannini has worked with various institutions including the Department of Clinical & Experimental Medicine at the University of

Pisa School of Medicine, and CNR (National Research Council) Institute of Clinical Physiology in Pisa, Italy;

and the Diabetes Division,

Department of Medicine at the University of Texas Health Science Center in San Antonio, Texas.

He has extensive training in internal medicine

and endocrinology, and has specialized in diabetes trials.

Professor Ferrannini has received a Certificate of the Educational Council

for Foreign Medical Graduates from the University of Bologna, and completed a subspecialty in Diabetes and Metabolic Diseases at the University

of Torino, cum laude .

He has published over 500 original papers and 50 book chapters and he is a “highly cited researcher,”

according to the Institute for Scientific Information.

Alexander Fleming,

MD , joined the Oramed Scientific Advisory Board in December 2019.

Fleming, an endocrinologist, is Founder and Executive Chairman

of Kinexum, a strategic advisory firm.

From 1986 to 1998, he served at the FDA as a supervisory medical officer in the Division of Metabolism

and Endocrine Drug Products and was responsible for landmark approvals of the first statin, metformin, and other endocrine and metabolic

He also represented the FDA at the World Health Organization and on multiple expert working groups of the International Conference

on Harmonization (ICH).

Fleming coined the term, Metabesity, which refers to the constellation of major chronic diseases and the aging

process itself, all which share common metabolic root causes and potential preventive therapies.

He organized the first Congress on Metabesity

in London in October 2017, followed by annual conferences.

Fleming founded the non-profit Kitalys Institute as a means of

producing Metabesity conferences and advancing interventions of any kind that can improve health and healthspan.

Hershko, MD, PhD ,

joined the Oramed Scientific Advisory Board in July 2008.

Professor Hershko served as a physician in the Israel Defense Forces from 1965

After a post-doctoral fellowship with Gordon Tomkins at the University of San Francisco from 1969 to 1972, he joined the faculty

of the Haifa Technion becoming a professor in 1980.

He is now Distinguished Professor in the Unit of Biochemistry in the B.

Faculty of Medicine of the Technion in Haifa, Israel.

Professor Hershko’s main research interests concern the mechanisms by which

cellular proteins are degraded, a formerly neglected field of study.

Professor Hershko and his colleagues showed that cellular proteins

are degraded by a highly selective proteolytic system.

This system tags proteins for destruction by linkage to a protein called ubiquitin,

which had previously been identified in many tissues, but whose function was previously unknown.

Subsequent work by Professor Hershko

and many other laboratories has shown that the ubiquitin system has a vital role in controlling a wide range of cellular processes, such

as the regulation of cell division, signal transduction and DNA repair.

Professor Hershko was awarded the Nobel Prize in Chemistry in

2004, jointly with his former PhD student Aaron Ciechanover and their colleague Irwin Rose.

His many honors include the Israel Prize for

Biochemistry (1994), the Gairdner Award (1999), the Lasker Prize for Basic Medical Research (2000), the Wolf Prize for Medicine (2001)

and the Louisa Gross Horwitz Award (2001).

Professor Hershko is a member of the Israel Academy of Sciences since 2000 and a Foreign Associate

Academy of Sciences since 2003.

Julio Rosenstock,

MD , joined the Oramed Scientific Advisory Board in January 2020.

Rosenstock is the Senior Scientific Advisor and Director

of Velocity Clinical Research at Medical City, Dallas, Texas, and a Clinical Professor of Medicine at the University of Texas Southwestern

Medical Center in Dallas, Texas.

He is board certified in Internal Medicine, Endocrinology and Metabolism.

His clinical and research activities

have focused on exploring novel agents and therapeutic strategies to improve glycemic control, particularly early combination therapies

in Type 2 Diabetes.

Over the last 30 years, he has participated in hundreds of clinical trials and has had an active role in the development

of new oral agents, incretin-related therapies and insulin formulations, often acting as a lead clinical investigator and scientific advisor

on the design and reporting of these clinical trials.

Rosenstock has been the author or co-author of 386 peer-reviewed manuscripts

( H-index 124 ) and several hundreds of scientific abstracts and he is considered a key opinion leader in Type 2 Diabetes.

also contributed to 13 book chapters on various topics in the field of diabetes and is considered a key opinion leader in Type 2 Diabetes.

Jay Skyler, MD,

MCAP, FRCP , joined the Oramed Scientific Advisory Board in January 2020.

Skyler is Professor of Medicine, Pediatrics and Psychology

in the Division of Endocrinology, Diabetes and Metabolism, Department of Medicine, University of Miami Leonard M.

Miller School of Medicine.

He previously held the position of Director of the Division of Endocrinology, Diabetes and Metabolism.

In addition, Dr.

Skyler is Deputy

Director of Clinical Research and Academic Programs at the Diabetes Research Institute, and an Adjunct Professor of Pediatrics at the

Barbara Davis Center for Childhood Diabetes at the University of Colorado in Denver.

Skyler’s research focuses on the clinical

aspects of diabetes, specifically the conduct of randomized controlled clinical trials.

From 1993 to 2015, he was Chairman of the National

Institute of Health (NIDDK)-sponsored Diabetes Prevention Trial–- Type 1 (DPT-1) and its successor Type 1 Diabetes Trial Net, a

nationwide and global network conducting clinical trials to prevent T1D.

Code of Ethics

We have adopted a Code of

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

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

at our website at www.oramed.com.

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

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

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

Insider Trading Policy

We have adopted an insider

trading policy, or the Policy, governing the purchase, sale and other transactions in our securities that applies to our directors,

officers, employees, including part-time and temporary employees, and other covered persons, including immediate family members and entities

controlled by any of the foregoing persons, as well as by the Company itself.

The Policy prohibits, among

other things, insider trading and certain speculative transactions in our securities (including short sales, buying put and selling call

options and other hedging or derivative transactions in our securities) and establishes a regular blackout period schedule during which

directors, executive officers, employees, and other covered persons may not trade in the Company’s securities, as well as certain

pre-clearance procedures that directors and executive officers must observe prior to effecting any transaction in our securities.

The Company believes that

the Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable

to the Company.

Section 16(a) Beneficial Ownership Reporting

Section 16(a) of the Exchange

Act requires that each of our directors and executive officers, and any other person who owns more than ten percent (10%) of our common

stock, file with the SEC initial reports of ownership and reports of changes in ownership of our common stock.

To our knowledge, based

solely on information furnished to us and written representations by such persons that no such other reports were required to be filed,

we believe that all such SEC filing requirements were met in a timely manner during 2025.

EXECUTIVE COMPENSATION

Discussion and Analysis

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

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

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

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

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

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

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

by Rule 16b-3 under the Exchange Act.

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

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

Other information concerning the structure, roles and responsibilities

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

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

attract, hire, and retain

talented and experienced executives;

motivate, reward and retain

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

ensure fairness among the

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

focus executive behavior

on achievement of our corporate objectives and strategy;

align the interests of

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

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

competitive market practices and legislative changes.

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

between cash and non-cash forms of compensation.

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

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

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

are designed to motivate and reward performance.

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

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

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

or the 2019 Plan.

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

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

of Compensation

executive officer compensation program is comprised of:

(i) base salary or monthly compensation;

(ii) discretionary bonus;

(iii) long-term

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

and (iv) benefits and perquisites.

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

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

prior base salary and annual incentive awards and expected contribution.

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

than once each year.

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

for executive compensation of the other NEOs.

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

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

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

regard to management compensation.

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

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

in order to provide a competitive compensation benchmark.

Aon collected SEC filings data regarding U.S.

and Israeli compensation practices

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

and Israeli companies:

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

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

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

Vistagen Therapeutics, Inc., vTv Therapeutics Inc.

and Zevra Therapeutics, Inc..

Following its review, Aon provided recommendations for

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

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

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

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

to our clinical, regulatory, commercial and operational performance.

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

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

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

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

or a formula.

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

attract and retain talented and experienced executives.

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

for their overall performance.

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

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

Generally, we believe

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

with similar responsibilities, experience and performance at comparable companies.

Compensation adjustments are made occasionally based

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

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

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

were not in line with market compensation.

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

The amount of annual bonus to our NEOs is based on

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

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

over the period being reviewed and the recommendation of management.

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

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

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

capital raising.

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

at the discretion of the Compensation Committee.

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

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

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

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

value and attain short-term performance objectives.

Equity Incentive Compensation

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

The Compensation Committee believes

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

Equity incentive awards are generally

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

or performance objectives.

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

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

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

In determining the amount of each

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

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

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

The Compensation Committee believes that time-based vesting encourages

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

goals that benefit the Company.

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

grants of equity awards to our executive officers.

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

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

company’s capitalization.

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

vehicles for future equity-based grants.

and Perquisites

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

insurance and other customary or mandatory social benefits in Israel.

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

are customary benefits in Israel to managers and officers.

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

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

These benefits represent a relatively small portion of

the executive officers’ total compensation.

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

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

statement for last year’s annual meeting of stockholders.

The Compensation Committee did not specifically rely on the results of

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

COMPENSATION TABLE

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

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation

earned by our NEOs for the years ended December 31, 2025 and 2024.

Name and Principal Position

Chief Executive Officer and Chairman

RSUs and PSUs

President, Chief Executive Officer and Chairman (5)

Miriam Kidron

Scientific Officer and director (5)

Avraham Gabay (6)

Chief Financial Officer

Amounts paid for Salary,

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

Dollars at the then average exchange

rate for the period.

Bonuses were granted at

the discretion of the Compensation Committee.

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

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

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

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

the underlying shares are issued and subsequently sold.

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

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

We modified 294,000 outstanding PSUs that

were granted, adjusting the vesting criteria and performance targets.

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

updated performance target.

See “All Other Compensation

Table” below.

Kidron receives compensation

from Oramed Ltd.

through KNRY, Ltd., or KNRY.

Chief Scientific Officer and director (5)

Joshua Hexter

Chief Operating and Business Officer

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

Dollars at the then

average exchange rate for the period.

Bonuses were granted at the discretion of the Compensation Committee.

For RSU and performance stock unit, or PSU, awards, the amounts reflect the grant date fair value, as calculated pursuant to ASC Topic 718 “Compensation–Stock Compensation.” The assumptions used to determine the fair value of the RSU awards are set forth in note 14 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.

See “All Other Compensation Table” below.

See “Employment and Consulting Agreements” below.

Gabay was appointed

as Chief Financial Officer, effective June 18, 2024.

Other Compensation Table

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

All Other Compensation Table

The “All Other Compensation”

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

Related Expenses

Miriam Kidron

Avraham Gabay

Manager’s insurance

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

Manager’s insurance is a combination of severance

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

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

and Consulting Agreements

July 1, 2008, Oramed Ltd.

Joshua Hexter

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.

Employment and Consulting Agreements

Miriam Kidron

On July 1, 2008, Oramed Ltd.

entered into a consulting agreement with KNRY whereby Dr.

Miriam Kidron, through KNRY, provides services as

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

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

The agreement, as amended, provides

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

Pursuant to the agreement,

each of KNRY and Dr.

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

compete with Oramed Ltd.

nor solicit employees of Oramed Ltd.

Starting January 1, 2024, Dr.

Miriam Kidron receives a monthly consulting

fee of NIS 117,040.

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

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

The Miriam Kidron Consulting Agreement is terminable by either party

upon 140 days prior written notice.

The agreement, as amended, provides that KNRY will be reimbursed for reasonable expenses incurred

in connection with performance of the agreement.

Pursuant to the agreement, each of KNRY and Dr.

Miriam Kidron agreed that during the

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

nor solicit employees of Oramed

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

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

services as President and Chief Executive Officer of the Company.

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

The agreement provides that Shnida Ltd.

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

Effective as of April 1, 2025, the Company entered

into a consulting agreement with KNRY, whereby the Chief Scientific Officer, through KNRY, provides services as Chief Scientific Officer

of the Company.

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

The agreement provides that KNRY will

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

The Chief Scientific Officer receives

a monthly consulting fee of NIS 67,275.

Pursuant to the agreement, KNRY and the Chief Scientific Officer each agree that during the term

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

Effective as of January 1, 2026, monthly consulting

fee of the Chief Scientific Officer is NIS 71,648.

In addition, the Company, through the Subsidiary,

has entered into an employment agreement with the Chief Scientific Officer, effective as of April 1, 2025, pursuant to which the Chief

Scientific Officer receives a gross monthly salary of NIS 51,750 in consideration for her services as Chief Scientific Officer of the

In addition, the Chief Scientific Officer is provided with a phone and a company car pursuant to the terms of her agreement.

Effective as of January 1, 2026, the gross monthly

salary of the Chief Scientific Officer is NIS 55,114.

Effective November 1, 2022,

the Company entered into a consulting agreement with Shnida Ltd., whereby Nadav Kidron, through Shnida Ltd., provides services as President

and Chief Executive Officer of the Company.

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

The agreement

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

Effective as of July 1,

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

provides that Shnida Ltd.

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

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

Effective as of July 1, 2024, the monthly consulting

fee is NIS 111,349.

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.

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.

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.

Effective as of January 1, 2026, the monthly consulting

fee of the Chief Executive Officer is NIS 118,587.

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.

Effective as of July 1, 2024, Mr.

Kidron receives gross monthly salary of NIS 59,330

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

Kidron receives gross monthly salary of NIS 59,330 in consideration for his services

as President and Chief Executive Officer of Oramed Ltd.

In addition, Mr.

Kidron is provided with a

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

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

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

In accordance

with the employment agreement, as amended, Mr.

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

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

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

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

extent permitted by law.

Payments upon Termination or Change-in-Control

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

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

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

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

The President and Chief

Executive Officer will be entitled to receive 18 months severance.

All other NEOS will be

entitled to receive 12 months severance.

Severance shall be defined

as base salary plus bonuses over the severance period.

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

will be provided over the severance period.

Full vesting acceleration

of all outstanding unvested equity incentives.

Retirement or Similar Benefit Plans

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

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

in the future.

Relating to Recovery of Erroneously Awarded Compensation

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

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

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

In the event the

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

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

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

EQUITY AWARDS AT DECEMBER 31, 2024

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

Kidron is provided with a phone and a company car pursuant to

the terms of his agreement.

Effective as of January 1, 2026, the gross monthly

salary of the Chief Executive Officer is NIS 63,186.

Joshua Hexter

We, through Oramed Ltd., have

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

Hexter was appointed as Chief Operating

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

In accordance with the employment agreement, as amended,

Hexter’s current gross monthly salary is NIS 81,466, effective as of July 1, 2024, and he will be provided with a company car

allowance pursuant to the terms of his agreement.

Effective as of January 1, 2026, the gross monthly

salary of the Chief Operating and Business Officer is NIS 86,761.

We have entered into indemnification

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

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

Potential Payments upon

Termination or Change-in-Control

We have no plans or arrangements

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

(as a result of resignation or retirement).

According to our NEOs’

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

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

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

other NEOS will be entitled to receive 12 months severance.

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

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

benefits values will be provided over the severance period.

vesting acceleration of all outstanding unvested equity incentives.

Pension, Retirement or Similar Benefit Plans

We have no arrangements or

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

Our directors and executive

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

Policy Relating to Recovery of Erroneously Awarded

Our Board has adopted an executive

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

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

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

In the event the Company is required to

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

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

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

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

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

The following table sets forth

information concerning stock options and stock awards held by the NEOs as of December 31, 2025.

Unexercisable

Market value of shares

196,500 (3)(4)

2 unchanged sentences

633,748 (30-42)

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

Joshua Hexter

501,741 (47-56)

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.

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

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

The options expire on June 30, 2027.

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

On January 31, 2018, 97,000

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

97,000 of such options vested in

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

The options expire

on January 31, 2028.

On February 26, 2019, 196,500

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

196,500 of such options vested

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

options expire on February 26, 2029.

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.

The options expire on February 26, 2029.

For additional information, see footnote 4 below.

On September 11, 2019,

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

On January 8, 2020, 190,000

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

190,000 of the options vested in

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

expire on January 8, 2030.

On February 3, 2021, 150,000

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

112,500 of the options vested

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

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

On January 8, 2020, 190,000 options were granted to Nadav Kidron under the 2019 Plan at an exercise price of $4.80 per share.

190,000 of the options vested in four equal installments of 47,500 on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023.

The options expire on January 8, 2030.

On February 3, 2021, 150,000 options were granted to Nadav Kidron under

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

150,000 of the options vested in four equal installments of 37,500 on each of

December 31, 2021, December 31, 2022 and December 31, 2023, and December 31, 2024.

The options expire on February 3, 2031.

On January 3, 2022, 107,000

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

53,500 options vested in two equal

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

on January 1, 2025 and January 1, 2026.

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.

80,250 options vested in three equal installments of 26,750 on each of January

1, 2023, January 1, 2024 and January 1, 2025.

The remainder 26,750 shall vest on January 1, 2026.

The options expire on January 3, 2032.

On September 18, 2022,

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

2021 Long-Term Incentive Plan at an exercise price of

$3.91 per share.

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

2023 and December 31, 2024.

On September 18, 2022, 116,127 options were granted to Nadav Kidron under the Oravax Medical Inc.

2021 Long-Term Incentive Plan at an exercise price of $3.91 per share.

116,127 of the options vested in four installments on each of September 18, 2022, December 31, 2022, December 31, 2023 and December 31, 2024.

The options expire on September 17, 2032.

On November 13, 2014, 9,788

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

The RSUs vested in

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

The shares of common stock underlying the RSUs

will be issued upon request of the grantee.

On February 23, 2015, 79,848

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

The RSUs vested in

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

each, commencing March 31, 2015.

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

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

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

On February 3, 2021, 300,000

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

100,000 RSUs vested

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

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

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

On January 3, 2022, 63,000

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

The RSUs vested in

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

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 PSUs, representing a right to receive

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

100,000 RSUs vested on August 31, 2021 ,100,000 RSUs vested

on February 10, 2025, and 100,000 RSUs shall vest upon our common stock achieving a specified price per share.

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

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

47,250 RSUs vested in three equal installments, each of 15,750 shares

on January 1, 2023, January 1, 2024 and January 1, 2025.

The remainder 15,750 shall vest on January 1, 2026.

The shares of common stock

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

On July 28, 2022, 126,000 RSUs representing a right to receive shares

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

84,000 RSUs vested in two equal installments, each of 42,000 shares

on January 1, 2024 and January 1, 2025.

The remainder 42,000 shall vest on January 1, 2026.

The shares of common stock underlying the

RSUs will be issued upon request of the grantee.

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

1, 2025 and January 1, 2026.

On July 28, 2022, 126,000

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

42,000 RSUs vested

on January 1, 2024.

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

The remainder shall

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

On April 17, 2023, 279,000

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

162,750 RSUs vested

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

installments of 23,250 starting February 1, 2025.

On January 4, 2024, 329,000

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

109,668 RSUs vested

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

On January 4, 2024, 141,000

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

The total amount of

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

of $4.00 over any 10-trading day period.

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

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

On June 30, 2017, 69,999

options were granted to Dr.

On April 17, 2023, 279,000 RSUs representing a right to receive shares

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

255,750 RSUs vested in eleven equal quarterly installments of 23,250

starting May 1, 2023 and the remainder of 23,250 shall vest on February 1, 2026.

On January 4, 2024, 329,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

329,000 RSUs vested in twelve equal quarterly installments of 27,417 starting January 8, 2024.

On January 4, 2024, 141,000 PSUs representing a right to receive shares

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

The total amount of the PSUs vested on February 10, 2025 upon the satisfaction

of certain market conditions.

On January 2, 2025, The Board modified 294,000 outstanding PSUs that were granted to the Company’s executive officers adjusting the vesting criteria from market condition to performance targets.

On January 2, 2025, 433,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron.

The RSUs vested in twelve quarterly installments of 36,125 starting January 1, 2025.

On January 2, 2025, 186,000 PSUs representing a right to receive shares

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

The total amount of the PSUs vested on February 10, 2025 upon the satisfaction

of certain performance conditions.

On December 31, 2025, 299,750 RSUs representing a right to receive

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

The RSUs shall vest in eleven quarterly installments of 27,250

starting April 1, 2026.

On December 31, 2025, 109,000 PSUs representing a right to receive

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

The total amount of the PSUs vest upon the satisfaction of certain

performance conditions.

On December 31, 2025, 109,000 PSUs representing a right to receive

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

The total amount of the PSUs vest upon the satisfaction of certain

performance conditions or certain market conditions.

On December 31, 2025, 259,890 RSUs representing a right to receive

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

259,890 RSUs shall vest in one installment on January 1, 2026.

On June 30, 2017, 69,999 options were granted to Dr.

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

Such options vested in three

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

The options have an expiration

date of June 30, 2027.

On January 31, 2018, 47,000

options were granted to Dr.

Such options vested in three equal installments of 23,333 on each of December 31, 2017, December 31, 2018 and December 31, 2019.

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

On January 31, 2018, 47,000 options were granted to Dr.

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

47,000 of such options vested

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

expire on January 31, 2028.

On February 26, 2019, 104,000

options were granted to Dr.

47,000 of such options vested in four equal installments of 11,750 on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022.

The options expire on January 31, 2028.

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

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

104,000 of such options vested

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

options expire on February 26, 2029.

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 26, 2029.

For additional information, see footnote 4 above.

On January 8, 2020, 100,000

options were granted to Dr.

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

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

100,000 of the options vested

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

100,000 of the options vested in four equal installments of 25,000 on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023.

The options expire on January 8, 2030.

On February 3, 2021, 100,000

options were granted to Dr.

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

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

100,000 of such options vested

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

100,000 of such options vested in four equal installments of 25,000 on each of December 31, 2021, December 31, 2022 and December 31, 2023 and December 31, 2024.

The options expire on February 3, 2031.

On January 3, 2022, 72,000

options were granted to Dr.

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

36,000 of such options vested

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

The remaining 36,000 of the options shall vest

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

The options expire on January 3, 2032.

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.

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

31, 2023 and December 31, 2024.

The options expire on September 17, 2032.

On February 3, 2021, 200,000

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

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

Miriam Kidron

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.

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

54,000 of such options vested in three equal installments of 18,000 on each

of January 1, 2023, January 1, 2024 and January 1, 2025 and the remainder of 18,000 shall vest on January 1, 2026.

The options expire

on January 3, 2032.

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

On February 3, 2021, 200,000 RSUs, representing a right to receive

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

Miriam Kidron.

21,000 vested

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

The remaining 21,500 shall vest in two equal

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

On July 28, 2022, 84,000

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

66,666 RSUs vested on August 31, 2021, 66,667 RSUs vested

on February 10, 2025 upon our achievement of certain business objectives, and 66,667 RSUs shall vest upon our common stock achieving a

specified price per share.

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.

28,000 vested

on one installment on January 1, 2024.

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

2025 and January 1, 2026.

On April 17, 2023, 213,000

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

31,500 vested on three equal installments of 10,500 on each of

January 1, 2023, January 1, 2024 and January 1, 2025.

The remainder shall vest on 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.

124,249 RSUs vested

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

installments of 17,750 starting February 1, 2025.

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

On April 17, 2023, 53,500

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

63,000 vested on three equal installments of 21,000 on each of

January 1, 2023, January 1, 2024 and January 1, 2025.

The remainder shall vest on January 1, 2026.

On April 17, 2023, 213,000 RSUs representing a right to receive shares

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

Miriam Kidron.

213,000 RSUs vested in twelve equal quarterly installments of 17,750

starting May 1, 2023.

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

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.

53,000 RSUs vested in one installment on May 26, 2023, upon our common stock achieving a specified price per share.

The shares of

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

On January 4, 2024, 295,500

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

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

On January 4, 2024, 295,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

The RSUs vested

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

The shares of common stock underlying the RSUs will be

issued upon request of the grantee.

On January 4, 2024, 74,000

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

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

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

On January 4, 2024, 74,000 PSUs representing a right to receive shares

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

Miriam Kidron.

The total amount

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

of $4.00 over any 10-trading day period.

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

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

On June 21, 2024, 140,040

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

93,360 shall vest

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

On June 20, 2024, the Company

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

The total amount

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

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

The total fair value of these PSUs on the

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

Market on the date of grant.

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

executive officers.

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

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

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

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

The total amount of the PSUs shall vest upon at

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

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

in Scilex plus 10%.

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

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

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

officers achieved the first updated performance target.

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

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

The total amount of the PSUs vested on February 10, 2025 upon the

satisfaction of certain market conditions.

On January 2, 2025, 207,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

The RSUs vested in twelve quarterly installments of 17,250 starting January 1, 2025.

On January 2, 2025, 52,000 PSUs representing a right to receive shares

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

Miriam Kidron.

The total amount of the PSUs vested on February 10, 2025 upon the

satisfaction of certain performance conditions.

On December 31, 2025, 105,417 RSUs representing a right to receive

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

Miriam Kidron.

The RSUs shall vest in eleven quarterly installments of

9,583 starting April 1, 2026.

On December 31, 2025, 19,000 PSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

The total amount of the PSUs vest upon the satisfaction of certain performance conditions.

The total fair value of these PSUs on the date of grant was $472, using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant.

On December 31, 2025, 19,000 PSUs representing a right to receive shares of the Company’s common stock were granted to Dr.

Miriam Kidron.

The total amount of the PSUs vest upon the satisfaction of certain performance conditions or certain market conditions.

The total fair value of these PSUs on the date of grant was $473, using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant.

On December 31, 2025, 130,914 RSUs representing a right to receive

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

Miriam Kidron.

130,914 RSUs shall vest in one installment on January 1,

On November 9, 2019, 100,000 options were granted to Joshua Hexter under the 2019 Plan at an exercise price of $3.69 per share;

100,000 of the options vested in sixteen equal quarterly installments of 6,250 starting November 1, 2019.

On November 9, 2019, 100,000 options were granted to Joshua Hexter under the 2019 Plan at an exercise price of $3.69 per share;

100,000 of the options shall vest in four quarterly installments upon our achievement of certain business objectives.

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

50,000 of the options vested in four equal installments of 12,500 on each of December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024.

The options expire on February 3, 2031.

On January 3, 2022, 36,000 options were granted to Joshua Hexter under

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

27,000 options vested in three equal installments of 9,000 on each of January

1, 2023, January 1, 2024 and January 1, 2025.

The remainder shall vest on January 1, 2026.

The options expire on January 3, 2032.

On February 3, 2021, 100,000 PSUs, representing a right to receive

shares of the Company’s common stock, were granted to Joshua Hexter.

33,333 RSUs vested on August 31, 2021, 33,333 RSUs vested on

February 10, 2025 upon our common stock achieving a specified price per share, and 33,334 RSUs vest upon our achievement of certain business

On January 3, 2022, 21,000 RSUs representing a right to receive shares

of the Company’s common stock were granted to Joshua Hexter.

15,750 RSUs vested in three equal installments, each of 5,250 shares

on January 1, 2023, January 1, 2024 and January 1, 2025.

The remainder 5,250 shall vest on January 1, 2026.

The shares of common stock

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

On July 28, 2022, 42,000 RSUs representing a right to receive shares

of the Company’s common stock were granted to Joshua Hexter.

28,000 RSUs vested in two equal installments, each of 14,000 shares

on January 1, 2024, January 1, 2025 and the remainder 14,000 shall vest on January 1, 2026.

On April 17, 2023, 108,000 RSUs representing a right to receive shares

of the Company’s common stock were granted to Joshua Hexter.

63,000 RSUs vested in twelve equal quarterly installments of 9,000

starting May 1, 2023.

On January 4, 2024, 180,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter.

The RSUs vested in twelve equal quarterly installments of 15,042 starting January 8, 2024.

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

On January 2, 2025, 194,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter.

The RSUs vested in twelve quarterly installments of 16,208 starting January 1, 2025.

On December 31, 2025, 105,417 RSUs representing a right to receive

shares of the Company’s common stock were granted to Joshua Hexter.

The RSUs shall vest in eleven quarterly installments of 9,583

starting April 1, 2026.

On December 31, 2025, 19,000 PSUs representing a right to receive shares

of the Company’s common stock were granted to Joshua Hexter.

The total amount of the PSUs shall vest upon the satisfaction of certain

performance conditions.

On December 31, 2025, 19,000 PSUs representing a right to receive shares

of the Company’s common stock were granted to Joshua Hexter.

The total amount of the PSUs shall vest upon the satisfaction of certain

performance conditions or certain market conditions.

On December 31, 2025, 106,911 RSUs representing a right to receive

shares of the Company’s common stock were granted to Joshua Hexter.

106,911 RSUs shall vest in one installment on January 1, 2026.

DIRECTOR COMPENSATION

The following table provides

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

during the year ended December 31, 2025:

Name of Director

Daniel Aghion (6)

Yehuda Reznik (3)

Benjamin Shapiro

As of December 31, 2025, our non-employee directors then in office held options to purchase shares of our common stock and RSUs as follows:

Name of Director

Daniel Aghion

Yehuda Reznik

Benjamin Shapiro

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 14 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.

Our directors are entitled

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

Based on a report provided to the Compensation Committee by Aon in 2023, effective as of January 1, 2025, each independent director is

entitled to receive as remuneration for his or her service as a member of the Board a sum equal to $40,000 per annum (of which $30,000

in cash and RSU valued at $10,000 at the date of the grant, vested in 4 quarterly installments).

The members of our Audit Committee are

each entitled to receive an additional sum equal to $10,000 (of which $6,000 in cash and RSU valued at $4,000 at the date of the grant,

vested in 4 quarterly installments) .

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

$7,500 (of which $4,500 in cash and RSU valued at $3,000 at the date of the grant, vested in 4 quarterly installments).

The members of

our Nominating Committee are each entitled to receive an additional sum equal to $5,000 (of which $4,000 in cash and RSU valued at $1,000

at the date of the grant, vested in 4 quarterly installments).

The members of our Investment Committee are each entitled to receive an

additional sum equal to $5,000 (of which $4,000 in cash and RSU valued at $1,000 at the date of the grant, vested in 4 quarterly installments).

In addition, all board members are entitled to an annual grant of 30,000 RSU that are vested in 3 annual installments.

All cash remuneration

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

The RSUs vested in four equal installments on upon grant, on July 1, October

1 and January 1, 2026, subject to Compensation Committee approval each year.

Our executive officers did not receive additional compensation

for service as directors.

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

than services ordinarily required of a director.

On January 2, 2025 the Compensation

Committee, approved that in addition to the current annual compensation for the board members, a flat cash fee of $500 per meeting will

be paid to each director for attendance at every meeting beyond six meetings per year, and an additional $2,000 in cash will be paid to

each director per meeting of over three hours which he or she attends, regardless of the number of meetings.

Other than as described above,

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

Other than indicated above,

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

assignments during the year ended December 31, 2025.

The Company’s Policies and Practices

Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

We do not have any formal

policy that requires the Company to grant, or avoid granting, equity-based compensation at certain times.

We do not grant equity awards

in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock,

and do not time the public release of such information based on award grant dates.

The timing of any equity grants to executive officers

or directors in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such

as an executive officer’s commencement of employment or promotion effective date).

During the year ended December

31, 2025, there were no equity grants made to our executive officers during any period beginning four business days before the filing

of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing

of such report with the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Securities Authorized for Issuance under Equity Compensation Plans

Our Board adopted the 2008

Plan and the 2019 Plan in order to attract and retain quality personnel.

The 2008 Plan, which is no

longer utilized for new grants, provided for the grant of stock options, restricted stock, RSUs, and stock appreciation rights, collectively

referred to as “awards.” Under the 2008 Plan, as amended, 2,400,000 shares were reserved for the grant of awards.

As of December

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

Arie Mayer (4)

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

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

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

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

are exercised and the underlying shares subsequently sold.

Reznik joined the Board effective on April 1, 2024.

Includes 15,398 option

awards granted by Oravax for Dr.

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

Rozov resigned from

the Board on January 17, 2024 and forfeited his unvested RSUs and Options.

Aghion joined the Board

on January 1, 2024.

directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance

at meetings of our Board.

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

independent director is entitled to receive as remuneration for his or her service as a member of the Board a sum equal to $30,000 and

a grant of 5,070 RSUs per annum.

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

the Chairman is an executive officer.

The members of our Audit Committee are each entitled to receive an additional sum equal to $6,000

and a grant of 2,230 RSUs.

The members of our Compensation Committee are each entitled to receive an additional sum equal to $4,500 and

a grant of 1,520 RSUs.

The members of our Nominating Committee are each entitled to receive an additional sum equal to $4,000 and a grant

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

The RSUs vest on April 1, July 1, October

1 and January 1 of each year, subject to Compensation Committee approval each year.

Our executive officers did not receive additional

compensation for service as directors.

The Board may award special remuneration to any director undertaking any special services on behalf

of us other than services ordinarily required of a director.

January 2, 2025 the Compensation Committee, approved that in addition to the current annual compensation for the board members, a flat

cash fee of $500 per meeting will be paid to each director for attendance at every meeting beyond six meetings per year, and an additional

$2,000 in cash will be paid to each director per meeting of over three hours which he or she attends, regardless of the number of meetings.

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

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

participation and/or special assignments during the year ended December 31, 2024.

In addition, during 2024 the directors granted an aggregate

of 142,500 RSUs that will vest in three equal annual installments starting January 1, 2025.

Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

do not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation at certain times.

not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price

of our common stock, and do not time the public release of such information based on award grant dates.

The timing of any equity grants

to executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied to the event giving

rise to the award (such as an executive officer’s commencement of employment or promotion effective date).

the year ended December 31, 2024, there were no equity grants made to our executive officers during any period beginning four business

days before the filing of a periodic report or current report disclosing material non-public information and ending one business day

after the filing or furnishing of such report with the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Board adopted the 2008 Plan and the 2019 Plan in order to attract and retain quality personnel.

2008 Plan, which is no longer utilized for new grants, provided for the grant of stock options, restricted stock, RSUs, and stock appreciation

rights, collectively referred to as “awards.” Under the 2008 Plan, as amended, 2,400,000 shares were reserved for the grant

As of December 31, 2024, options with respect to 2,287,989 shares had been granted, of which 275,673 had been forfeited, 308,804

had been exercised and 1,420,504 have expired.

As of December 31, 2024, 525,824 RSUs had been granted, none of them have vested and the

shares of common stock underlying those RSUs have not been issued and 34,118 have been forfeited.

2019 Plan provides for the grant of stock options, restricted stock, RSUs, and stock appreciation rights, collectively referred to as

“awards.” Under the 2019 Plan, 1,000,000 shares were initially reserved for the grant of awards.

On June 29, 2020, and August

3, 2020, respectively, our Board and stockholders approved to amend and restate the 2019 Plan, the principal change being an increase

in the number of shares of common stock available under the 2019 Plan from 1,000,000 shares to 3,000,000 shares.

On June 30, 2022, our

31, 2025, options with respect to 2,287,989 shares had been granted, of which 275,673 had been forfeited, 308,804 had been exercised and

1,420,504 have expired.

As of December 31, 2025, 525,824 RSUs had been granted, of which 89,636 have vested and the shares of common stock

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

The 2019 Plan provides for

the grant of stock options, restricted stock, RSUs, and stock appreciation rights, collectively referred to as “awards.” Under

the 2019 Plan, 1,000,000 shares were initially reserved for the grant of awards.

On June 29, 2020, and August 3, 2020, respectively, our

Board and stockholders approved to amend and restate the 2019 Plan, the principal change being an increase in the number of shares of

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

Stock options granted under the 2019 Plan may be

either incentive stock options under the provisions of Section 422 of the Code, or non-qualified stock options.

Under the amended 2019

Plan, 7,500,000 shares are reserved for the grant of awards, which may be issued at the discretion of our Board from time to time.

of December 31, 2024, options with respect to 1,863,646 shares have been granted, of which 282,043 had been forfeited, 66,978 had been

exercised and none of them were expired.

As of December 31, 2024, 4,808,060 RSUs had been granted, of which 290,125 have vested and the

shares of common stock underlying those RSUs have not been issued and 808,196 have been forfeited.

Since the Company had granted options

during the time after the 2008 Plan allegedly terminated, and out of an abundance of caution, the Company canceled these grants and re-granted

certain of the options under 2019 Plan in the same amounts and under the same terms as the original grants.

following table sets forth additional information with respect to our equity compensation plans as of December 31, 2024:

On June 30, 2022, our Board and stockholders approved

to amend and restate the 2019 Plan, the principal change being an increase in the number of shares of common stock available under the

2019 Plan from 3,000,000 shares to 7,500,000 shares.

On August 19, 2025, our Board and stockholders approved to amend and restate the

2019 Plan, the principal change being an increase in the number of shares of common stock available under the 2019 Plan from 2,000,000

shares to 9,500,000 shares.

Stock options granted under the 2019 Plan may be either incentive stock options under the provisions of Section

422 of the Code, or non-qualified stock options.

Under the amended 2019 Plan, 9,500,000 shares are reserved for the grant of awards, which

may be issued at the discretion of our Board from time to time.

As of December 31, 2025, options with respect to 1,863,646 shares have

been granted, of which 297,668 had been forfeited, 66,978 had been exercised, 74,625 had been expired and 37,442 Returned to the pool.

As of December 31, 2025, 8,036,851 RSUs had been granted, of which 863,292 have vested and the shares of common stock underlying those

RSUs have not been issued, 815,121 have been forfeited and 103,413 Returned to the pool.

The following table sets forth

additional information with respect to our equity compensation plans as of December 31, 2025:

Plan category

securities to

and rights (b)

available for

Equity compensation plans approved

by security holders

Equity compensation plans not approved by security

Ownership of Certain Beneficial Owners and Management

following table sets forth certain information regarding the beneficial ownership of our common stock as of March 27, 2025 by:

person who is known by us to own beneficially more than 5% of our common stock;

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

(*) Includes RSUs.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth

certain information regarding the beneficial ownership of our common stock as of March 26, 2026 by:

(1) each person who is known by us

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

(2) each of our current directors;

(3) each of our NEOs;

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

and (4) all of our directors

and executive officers as a group.

On such date, we had 40,446,179 shares of common stock outstanding.

used in the table below and elsewhere in this form, the term “beneficial ownership” with respect to a security consists of

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

to dispose or direct the disposition, with respect to the security through any contract, arrangement, understanding, relationship or

otherwise, including a right to acquire such power(s) during the 60 days following March 27, 2025.

Inclusion of shares in the table does

not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares.

Unless otherwise

indicated, (1) each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s

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

named below is:

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

and Address of Beneficial Owner

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 26, 2026.

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.

Name and Address of Beneficial Owner

Nadav Kidron #+

2 unchanged sentences

1,621,858 (2)

Avraham Gabay+

Joshua Hexter +

1,039,317 (3)

Daniel Aghion #

Yehuda Reznik#

Leonard Sank #

Benjamin Shapiro #

1,960,595 (6)

All current executive officers and directors,

as a group (nine persons)

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

9,024,705 (7)

2 unchanged sentences

3,167,231 (8)

Includes 953,884 shares of common stock issuable upon the exercise of

outstanding stock options, 86,791 shares of common stock issuable upon the vesting of RSUs.

Nadav’s beneficial ownership includes

the 218,603 shares of common stock held by Xiaopeng Li, a former director of the Company, over which he holds a proxy.

Includes 474,999 shares

of common stock issuable upon the exercise of outstanding stock options, 59,625 shares of common stock issuable upon the vesting

of RSUs, and 610,917 shares of common stock underlying vested RSUs that are issuable upon request.

Includes 15,666 shares

of common stock issuable upon the vesting of RSUs.

Includes 27,500 shares

of common stock issuable upon the exercise of outstanding stock options and 2,500 shares of common stock issuable upon the vesting

Includes 44,273 shares

of common stock issuable upon the exercise of outstanding stock options and 2,500 shares of common stock issuable upon the vesting

Includes 1,666 shares of

common stock issuable upon the vesting of RSUs.

Includes 1,677,656 shares

of common stock issuable upon the exercise of options beneficially owned by the referenced persons, 208,997 shares of common stock

issuable upon the vesting of RSUs and 610,917 shares of common stock underlying vested RSUs that are issuable upon request.

Based on Schedule 13G/A,

filed on February 13, 2025.

Includes 789,500 shares of common stock issuable upon the exercise of outstanding stock options, 90,792 shares of common stock issuable upon the vesting of RSUs and 89,636 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 492,999 shares of common stock issuable upon the exercise of outstanding stock options, 51,458 shares of common stock issuable upon the vesting of RSUs, and 887,917 shares of common stock underlying vested RSUs that are issuable upon request.

Includes 186,000 shares of common stock issuable upon the exercise of outstanding stock options, 40,833 shares of common stock issuable upon the vesting of RSUs.

Includes 30,000 shares of common stock issuable upon the exercise of outstanding stock options and 1,225 shares of common stock issuable upon the vesting of RSUs.

Includes 1,563 shares of common stock issuable upon the vesting of RSUs.

Includes 875 shares of common stock issuable upon the vesting of RSUs.

Includes 1,498,499 shares of common stock issuable upon the exercise of options beneficially owned by the referenced persons, 211,995 shares of common stock issuable upon the vesting of RSUs and 977,553 shares of common stock underlying vested RSUs that are issuable upon request.

Based on Schedule 13G/A, filed on February 9, 2026.

BML Investment Partners, L.P.

is a Delaware limited partnership whose sole general partner is BML Capital

Management, LLC.

is a Delaware limited partnership whose sole general partner is BML Capital Management, LLC.

The managing member of BML Capital Management, LLC is Braden M.

As a result, Braden M.

Leonard is deemed

to be the indirect owner of the shares held directly by BML Investment Partners, L.P.

Despite such shared beneficial ownership, the

reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b)(1) of the Exchange Act.

address of BML Investment Partners, L.P.

Leonard is deemed to be the indirect owner of the shares held directly by BML Investment Partners, L.P.

Despite such shared beneficial ownership, the reporting persons disclaim that they constitute a statutory group within the meaning of Rule 13d-5(b)(1) of the Exchange Act.

The address of BML Investment Partners, L.P.

is 65 E Cedar, Suite 2 Zionsville, IN 46077.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

the years ended December 31, 2024 and 2023, except for compensation arrangements described elsewhere herein, we did not participate in

any transaction, and we are not currently participating in any proposed transaction, or series of transactions, in which the amount involved

exceeded the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed years,

and in which, to our knowledge, any of our directors, officers, five percent beneficial security holders, or any member of the immediate

family of the foregoing persons had, or will have, a direct or indirect material interest.

policy is to enter into transactions with related persons on terms that, on the whole, are no less favorable than those available from

unaffiliated third parties.

Based on our experience in the business sectors in which we operate and the terms of our transactions with

unaffiliated third parties, we believe that all of the transactions described below met this policy standard at the time they occurred.

All related person transactions are approved by our Board.

Board has determined that Dr.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE.

During the years ended December

31, 2025 and 2024, except for compensation arrangements described elsewhere herein, we did not participate in any transaction, and we

are not currently participating in any proposed transaction, or series of transactions, in which the amount involved exceeded the lesser

of $120,000 or one percent of the average of our total assets at year end for the last two completed years, and in which, to our knowledge,

any of our directors, officers, five percent beneficial security holders, or any member of the immediate family of the foregoing persons

had, or will have, a direct or indirect material interest.

Our policy is to enter into

transactions with related persons on terms that, on the whole, are no less favorable than those available from unaffiliated third parties.

Based on our experience in the business sectors in which we operate and the terms of our transactions with unaffiliated third parties,

we believe that all of the transactions described below met this policy standard at the time they occurred.

All related person transactions

are approved by our Board.

The Board has determined that

Daniel Aghion, Dr.

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

under the rules promulgated by Nasdaq.

Arie Mayer, Yehuda Reznick 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, Certified Public

Accountants (Isr.), a member of PricewaterhouseCoopers International Limited, independent registered public accounting firm, for services

rendered to us during the years ended December 31, 2024 and 2023:

Audit-Related

Amount represents fees

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

financial statements included in quarterly reports and services that are normally provided by our independent registered public accounting

firm in connection with statutory and regulatory filings or engagements.

Represents fees paid for

services rendered in connection with the IIA requirements.

Represents fees paid for

tax consulting services.

rules require that before the independent registered public accounting firm are engaged by us to render any auditing or permitted non-audit

related service, the engagement be:

The aggregate fees billed

by Kesselman & Kesselman, Certified Public Accountants (Isr.), a member of PricewaterhouseCoopers International Limited, independent

registered public accounting firm, for services rendered to us during the years ended December 31, 2025 and 2024:

Audit Fees (1)

Audit-Related Fees (2)

All Other Fees (4)

Amount represents fees paid for professional services for the audit of our consolidated financial statements, review of our interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements.

Represents fees paid for services rendered in connection with the IIA requirements.

Represents fees paid for tax consulting services.

There were no All Other Fees.

All Other Fees would include fees that do not constitute Audit Fees, Audit Related Fees, or Tax Fees.

SEC rules require that before

the independent registered public accounting firm are engaged by us to render any auditing or permitted non-audit related service, the

engagement be:

(1) pre-approved by our Audit Committee;

or (2) entered into pursuant to pre-approval policies and

procedures established by the Audit Committee, provided the policies and procedures are detailed as to the particular service, the Audit

Committee is informed of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities

to management.

Audit Committee pre-approves all services provided by our independent registered public accounting firm.

All of the above services and

fees were reviewed and approved by the Audit Committee before the services were rendered.

or (2) entered into pursuant to pre-approval policies and procedures established

by the Audit Committee, provided the policies and procedures are detailed as to the particular service, the Audit Committee is informed

of each service, and such policies and procedures do not include delegation of the Audit Committee’s responsibilities to management.

The Audit Committee pre-approves

all services provided by our independent registered public accounting firm.

All of the above services and fees were reviewed and approved

by the Audit Committee before the services were rendered.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Index to Financial Statements

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

The following consolidated financial

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name:

9 unchanged sentences

of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Oramed Pharmaceuticals Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Oramed Pharmaceuticals Inc.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the

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

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

In our opinion, the consolidated financial

statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results

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

States of America.

Basis for Opinion

These consolidated financial statements are the

responsibility of the Company’s management.

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

statements based on our audits.

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

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

federal securities laws and

the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements

in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance

about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not

required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we

are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

the Board of Directors and Stockholders of Oramed Pharmaceuticals Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Oramed Pharmaceuticals Inc.

and its subsidiaries (the “Company”)

as of December 31, 2025 and 2024, and the related consolidated statements of comprehensive income (loss), changes in equity and cash

flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company

as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting

principles generally accepted in the United States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion

on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered with the Public

Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance

with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

Those standards require

that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material

misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal

control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial

reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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.

Kesselman & Kesselman, 146 Derech Menachem Begin St.

6492103, Israel,

P.O Box 7187 Tel-Aviv 6107120, Telephone:

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

Audit Matters

The critical audit matter communicated below is

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

Investments at fair value

As described in Note 4 to the consolidated financial statements, the

Company has approximately $34,808 thousand investments at fair value recorded as of December 31, 2024 relating to Tranche A note, Tranche

B note, warrants and royalty purchase agreement payment issued to the Company by Scilex Holding Company.

Management applied significant

judgment in estimating the fair value of the investments recorded, which also impacted the results of operations of the Company by approximately

$4,359 thousand for the change in fair value of such investments in the year ended December 31, 2024.

The fair value estimation involved

the use of significant estimates and assumptions with respect to the repayment dates and amounts of the notes and royalties.

The principal considerations for our determination that performing

procedures relating to investments at fair value is a critical audit matter are (i) the high degree of auditor judgment and subjectivity

in performing procedures relating to the fair value measurement of the investments recorded, due to significant judgment by management

when developing the estimate;

(ii) significant audit effort in evaluating the significant assumptions relating to the repayment dates

and amounts of the notes and royalties;

and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating

audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among

others (i) reading the related agreements and (ii) testing management’s process for estimating the fair value of the investments.

Testing management’s process included evaluating the appropriateness of the valuation methods, testing the completeness and accuracy

of the data provided by management, and evaluating the reasonableness of significant assumptions related to the repayment dates and amounts

of the notes and royalties.

Investments at fair value of tranche A note and

tranche B note

As described in Note 4 to the consolidated

financial statements, the Company has $37,595 thousand investments at fair value as of December 31, 2025 relating to a tranche A

note and a tranche B note issued to the Company by Scilex Holding Company.

Management applied significant judgment in estimating the

fair value of the investments, which also impacted the statement of comprehensive income (loss) of the Company by $44,647 thousand

for the change in fair value of such investments in the year ended December 31, 2025.

The fair value estimation involved the use of

significant estimates and assumptions with respect to the repayment dates and amounts of the notes.

The principal considerations for our determination

that performing procedures relating to investments at fair value of tranche A note and tranche B note is a critical audit matter are (i)

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

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

(ii) significant audit effort in evaluating the significant

assumptions relating to the repayment dates and amounts of the notes;

and (iii) the audit effort involved the use of professionals with

specialized skill and knowledge.

Addressing the matter involved performing procedures

and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures

included, among others, (i) reading the related agreements and (ii) testing management’s process for estimating the fair value of

the investments.

Testing management’s process included evaluating the appropriateness of the valuation methods, testing the completeness

and accuracy of the data provided by management, and evaluating the reasonableness of significant assumptions related to the repayment

dates and amounts of the notes.

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

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A member firm of PricewaterhouseCoopers International

Tel Aviv, Israel

March 27, 2025

We have served as the Company’s auditor since

Kesselman & Kesselman, 146 Derech Menachem Begin St.

6492103, Israel,

P.O Box 50005 Tel-Aviv 6150001 Telephone:

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

PHARMACEUTICALS INC.

have served as the Company’s auditor since 2008.

ORAMED PHARMACEUTICALS INC.

CONSOLIDATED BALANCE SHEETS

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CURRENT ASSETS:

cash equivalents

Short-term deposits

Marketable securities

Investments at fair

value (note 4)

expenses and other current assets

current assets

Cash and cash equivalents

Short-term deposits (note 2)

Marketable securities (note 3)

Investments at fair value (note 4,7)

Convertible note (note 9)

Prepaid expenses and other current assets

Total current assets

LONG-TERM ASSETS:

Long-term deposits

Investments at fair

value (note 4)

Marketable securities

Other non-marketable

equity securities (note 5)

Amounts funded in respect

of employee rights upon retirement

Property and equipment,

lease right of use assets

long-term assets

LIABILITIES AND STOCKHOLDERS’

CURRENT LIABILITIES:

Accounts payable and

accrued expenses (note 6)

Short-term borrowings

Payable to related parties

lease liabilities

Marketable securities (note 3)

Investments at fair value (note 4,7)

Investment in associate at fair value (note 8)

Loan to an equity method investee (note 6)

Investment in real estate (note 5)

Other non-marketable equity securities (note 10)

Amounts funded in respect of employee rights upon retirement

Property and equipment, net

Operating lease right of use assets

Total long-term assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES:

LONG-TERM LIABILITIES:

Long-term deferred revenues

Employee rights upon

Provision for uncertain

tax position (note 12f)

Accounts payable and accrued expenses (note 11)

Payable to related parties (note 20)

Deferred income (note 8)

Dividend Payable

Operating lease liabilities

Total current liabilities

LONG-TERM LIABILITIES:

Long-term deferred revenues (note 13)

Long-term deferred income (note 8)

Employee rights upon retirement

Operating lease liabilities

Dividend Payable

Other liabilities

Deferred tax liabilities (note 18)

Total long-term liabilities

COMMITMENTS (note 13)

EQUITY ATTRIBUTABLE TO COMPANY’S

STOCKHOLDERS:

EQUITY ATTRIBUTABLE TO COMPANY’S STOCKHOLDERS:

Common stock, $ 0.012 par value ( 60,000,000 authorized shares as of December 31, 2025 and December 31, 2024;

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Non-controlling interests

liabilities and equity

accompanying notes are an integral part of the consolidated financial statements.

PHARMACEUTICALS INC.

Total liabilities and equity

The accompanying notes are an integral part

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

In thousands (except share and per share data)

COST OF REVENUE

RESEARCH AND DEVELOPMENT EXPENSES

SALES AND MARKETING

GENERAL AND ADMINISTRATIVE EXPENSES

OPERATING LOSS

INTEREST EXPENSES (note 11b)

FINANCIAL INCOME (EXPENSES), NET (note 11a)

OTHER INCOME, NET

INTEREST EXPENSES (note 12)

FINANCIAL INCOME (LOSS), NET (note 17)

INCOME (LOSS) BEFORE TAX EXPENSES

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NET INCOME (LOSS) ATTRIBUTABLE TO:

COMPANY’S STOCKHOLDERS

NON-CONTROLLING INTERESTS

NET INCOME (LOSS)

COMPANY’S STOCKHOLDERS

BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK

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

accompanying notes are an integral part of the consolidated financial statements.

PHARMACEUTICALS INC.

The accompanying notes are an integral part

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

to Company’s Stockholders

Attributable to Company’s Stockholders

stockholders’

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STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION OF SUBSIDIARY

REPURCHASE AND RETIREMENT OF COMMON STOCK

DIVIDEND ON COMMON STOCK ($ 0.25 PER SHARE)

WAIVER OF LOAN GRANTED TO SUBSIDIARY

BALANCE AS OF DECEMBER 31, 2025

to Company’s Stockholders

Attributable to Company’s Stockholders

stockholders’

BALANCE AS OF JANUARY 1, 2024

SHARES ISSUED FOR SERVICES

ISSUANCE OF COMMON STOCK, NET

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION OF SUBSIDIARY

REPURCHASE AND RETIREMENT OF COMMON STOCK

NET INCOME (LOSS)

BALANCE AS OF DECEMBER 31, 2024

* Represents an amount of less than $1.

accompanying notes are an integral part of the consolidated financial statements.

PHARMACEUTICALS INC.

The accompanying notes are an integral part

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

2 unchanged sentences

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

Exchange differences, accrued interest on deposits and held to maturity bonds

Exchange differences and interest on deposits

Changes in fair value of investments

Stock-based compensation

Shares issued for services

Funds in respect of employee rights upon retirement

Change in accrued interest on short-term borrowings to maturity

Gain on amounts funded in respect of employee rights upon retirement

Change in accrued interest on short-term borrowings

Changes in operating assets and liabilities:

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Deferred revenues

Deferred income

Liability for employee rights upon retirement

Deferred tax liabilities

Other liabilities

3 unchanged sentences

Purchase of short-term deposits

Purchase of marketable securities

Investments at fair value

Purchase of convertible note

Proceeds from redemption of short-term deposits

Exercise of Closing Penny Warrants and Subsequent Penny Warrants

Long-term investments

Proceeds from loan to an equity method investee

Loan to investment in equity method

Real estate investment

Equity method investee

Proceeds from long-term deposits

Proceeds from marketable securities

Proceeds from long-term investments

Proceeds from maturity of held to maturity securities

Total net cash provided by (used in) investing activities

Total net cash provided by investing activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock, net of issuance costs

Repurchase and retirement of common stock

Loans received

Tax withholdings related to stock-based compensation settlements

Total net cash provided by (used in) financing activities

Total net cash used in financing activities

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS

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Recognition of operating lease right-of-use assets and liabilities

Waiver of loan granted to subsidiary

Derecognition of right-of-use asset

Derecognition of lease liability

accompanying notes are an integral part of the consolidated financial statements

PHARMACEUTICALS INC.

Purchases of marketable securities not yet settled

Dividends declared but not yet paid in cash

Warrants received from Alpha Tau

The accompanying notes are an integral part

of the consolidated financial statements.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES:

Pharmaceuticals Inc.

(collectively with its subsidiaries, the “Company,” unless the context indicates otherwise), a Delaware

corporation, was incorporated on April 12, 2002.

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

to acquire the provisional

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

May 14, 2007, the Company incorporated a wholly-owned subsidiary in Israel, Oramed Ltd.

(the “Subsidiary”), which is engaged

in research and development.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:

Oramed Pharmaceuticals Inc.

(collectively

with its subsidiaries, the “Company,” unless the context indicates otherwise), a Delaware corporation, was incorporated on

April 12, 2002.

On May 14, 2007, the Company incorporated

a wholly-owned subsidiary in Israel, Oramed Ltd.

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

On March 18, 2021, the Company entered

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Oravax, on a fully diluted basis, as of the date of issuance.

Consequently, Oramed consolidates Oravax in its consolidated financial statements

since that time.

July 1, 2024, the Company incorporated a wholly-owned subsidiary in Nevada, Oramed NewCo, Inc.

(“OraTech”), which intends

to serve as the company for the joint venture with Hefei Tianhui Biotech Co., Ltd.

(“HTIT”), see note 15 (b)

January 11, 2023, the Company announced that the ORA-D-013-1 Phase 3 trial did not meet its primary or secondary endpoints.

the Company terminated this trial and a parallel Phase 3, ORA-D-013-2 clinical trial.

As these results are considered a triggering event,

the Company evaluated all of its long lived assets which include fixed assets and operating lease right-of-use assets in the first quarter

of 2023 and concluded that no impairment was required.

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

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

These subsets exhibited

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

Based on this analysis, on September 12, 2024 the Company

submitted protocol ORA-D-013-3 Phase 3 to focus on the subpopulations with the higher probability to show efficacy.

The Company intends

to initiate a study during 2025.

Moreover, the Company is examining its existing pipeline and has commenced an evaluation process of

potential strategic opportunities, with the goal of enhancing value for the Company’s stockholders.

See note 4 regarding 2023 Scilex Transaction

and 2024 Refinancing.

See note 7 regarding Short-Term Borrowings.

note 15 regarding JV Supplemental Agreement.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

Consequently, Oramed consolidates Oravax in its consolidated financial

statements since that time.

As of December 31, 2025, Oravax ceased its operations.

the Company waved the loan owed by Oravax to the Company (“waver of the loan”).

In connection with the waiver of the loan,

which effectively constituted a benefit to the non-controlling interest, the Company recognized the impact as an adjustment to non-controlling

interest balance, with a corresponding adjustment to additional paid-in capital.

On July 1, 2024, the Company incorporated

a wholly-owned subsidiary in Nevada, Oramed NewCo, Inc.

(“OraTech”), which was initially intended to serve as the joint venture

entity with Hefei Tianhui Biotech Co., Ltd.

(“HTIT”) (see below).

Following the termination of the JV Agreement with HTIT,

the Company intends to use OraTech as a corporate vehicle for the transaction with Lifeward (for additional information see note 21).

Joint venture with HTIT

On February 7, 2025, the Company and

HTIT entered into a Joint Venture Agreement (the “JV Agreement”), amending the Initial JV Agreement.

The joint venture (“JV”)

was formed with the purpose of advancing the development and commercialization of oral insulin, combining the Company’s proprietary

technology and funding with HTIT’s manufacturing capabilities.

Through this partnership, the JV was expected to have the technology,

resources, and production capacity to bring oral insulin to market.

The initial closing of the JV Agreement,

initially set on April 30, 2025, and was subsequently extended.

However, HTIT was unable to satisfy the closing conditions under the

JV Agreement and the supplemental agreement.

On October 23, 2025, the Company provided notice to HTIT to terminate the JV Agreement and

the supplemental agreement.

Investment in Alpha Tau Medical Ltd.

In April 2025, the Subsidiary acquired

approximately 17 % of the outstanding ordinary shares of Alpha Tau Medical Ltd.

(“Alpha Tau”) (Nasdaq:

DRTS) for an aggregate

purchase price of $ 36,900 .

Concurrently, the Subsidiary and Alpha Tau also entered into a services arrangement (“Service Agreement”).

Further details are provided in note 8.

Basis of presentation

consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the

United States of America (“U.S.

The consolidated financial statements

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

Use of estimates in the preparation of financial statements

preparation of the consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements

date and the reported revenues and expenses during the reporting periods.

The preparation of the consolidated

financial statements in conformity with U.S.

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

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

and expenses during the reporting periods.

Actual results could differ from those estimates.

applicable to these consolidated financial statements, the most significant estimates and assumptions relate to stock-based compensation

and to the investments at fair value (for further details, see note 4).

As applicable to these consolidated

financial statements, the most significant estimates and assumptions relate to the investments at fair value (for further details, see

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Functional currency

currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S.

(“$” or “dollar”).

The currency of the primary economic

environment in which the operations of the Company and its subsidiaries are conducted is the U.S.

dollar (“$” or “dollar”).

Therefore, the functional currency of the Company and its subsidiaries is the dollar.

and balances originally denominated in dollars are presented at their original amounts.

Balances in foreign currencies are translated

into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively.

For foreign transactions

and other items reflected in the statements of operations, the following exchange rates are used:

(1) for transactions – exchange

rates at transaction dates or average rates and (2) for other items (derived from non-monetary balance sheet items such as depreciation)

– historical exchange rates.

Transactions and balances originally

denominated in dollars are presented at their original amounts.

Balances in foreign currencies are translated into dollars using historical

and current exchange rates for non-monetary and monetary balances, respectively.

For foreign transactions and other items reflected in

the statements of operations, the following exchange rates are used:

(1) for transactions – exchange rates at transaction dates

or average rates and (2) for other items (derived from non-monetary balance sheet items such as depreciation) – historical exchange

The resulting transaction gains or losses are carried to financial income or expenses, as appropriate.

and retirement of common stock

The Company debited the common stock account by the par value of the

shares retired and allocated the excess of the repurchase price over the par value of the shares to additional paid in capital.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

Repurchase and retirement of common stock

The Company debited the common stock

account by the par value of the shares retired and allocated the excess of the repurchase price over the par value of the shares to additional

paid in capital.

Principles of consolidation

consolidated financial statements include the accounts of the Company and its subsidiaries.

All inter-company transactions and balances

have been eliminated in consolidation.

The consolidated financial statements

include the accounts of the Company and its subsidiaries.

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

Cash equivalents

Company considers all short-term, highly liquid investments, which include short-term deposits with original maturities of three months

or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash,

to be cash equivalents.

The Company considers all short-term,

highly liquid investments, which include short-term deposits with original maturities of three months or less from the date of purchase

that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash, to be cash equivalents.

Fair value measurement:

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and unobservable inputs used to measure fair value into three broad levels, which are described as follows:

prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.

The fair value hierarchy

gives the highest priority to Level 1 inputs.

Quoted prices (unadjusted)

in active markets that are accessible at the measurement date for assets or liabilities.

The fair value hierarchy gives the highest

priority to Level 1 inputs.

Observable prices that

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

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

value measurement (continued):

Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements

were as follows:

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Fair value measurement

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, 2025

Marketable Securities

Subsequent Penny Warrants (see note 4)

Investment in Alpha Tau’s shares (see note 8)

Loan to an equity method investee (see note 6)

Warrants Note B (see note 4)

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Profit Sharing Loan Agreement (see note 4 (e))

Loan agreement measured in fair value (see note 7)

Investment in Alpha Tau’s warrants (see note 8)

Convertible note (see note 9)

December 31, 2024

Marketable Securities

Transferred Warrants (see note 4)

Closing Penny Warrant (see note 4)

Subsequent Penny Warrants (see note 4)

The Note (see note 4)

Warrants Note B (see note 4)

Tranche A Note (see note 4)

Tranche B Note (see note 4)

Royalty Purchase Agreement (see note 4)

Profit Sharing Loan Agreement (see note 4)

As of December 31, 2025, and December

31, 2023, the carrying amounts of cash equivalents, short-term deposits, Short-Term Borrowings (as defined in Note 7), and accounts payable

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

amounts funded in respect of employee rights are stated at cash surrender value which approximates its fair value.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

31, 2024, the carrying amounts of cash equivalents, short-term deposits, and accounts payable approximate their fair values due to the

short-term maturities of these instruments.

The amounts funded in respect of employee

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

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Marketable securities

The Company measured the securities

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

(“DNA”), Entera Bio Ltd.

(“Entera”) and Scilex Holding

Company (“Scilex”) at fair value, with changes in fair value recognized in earnings.

The Company intends to exercise these

investments during 2025, and has classified the marketable securities as short-term accordingly.

The Company measured the investments

in equity securities of IC Hotels (“DNA”), Entera Bio Ltd.

(“Entera”), Nano Dimension Ltd (“Nano”)

and Pelthos Therapeutics Inc.

(“Pelthos”) at fair value, with changes in fair value recognized in earnings.

The Company intends

to exercise the investments in DNA, Entera and Pelthos during 2026 and has classified these marketable securities as short-term accordingly.

Other non-marketable equity securities

Company also invested in non-marketable equity securities, through an investment in a privately held company.

This equity investment

does not have a readily determinable fair value.

The investment is measured under the measurement alternative in Accounting Standards

Codification (“ASC”) 321 “Investments – Equity Securities” to the extent such an investment is not subject

to consolidation or the equity method.

Under the measurement alternative, this equity investment is carried at cost, less any impairment,

adjusted for changes resulting from observable price changes in transactions for an identical or similar investment of the same issuer.

The investment would be impaired in accordance with the provisions of ASC 820 “Fair Value Measurement” if, based on a qualitative

assessment of impairment indicators, the fair value of the investment is less than its carrying amount.

If considered impaired, the difference

between the carrying amount and fair value would be recorded in the consolidated statement of income (loss).

For further details, see

Investments, at fair value

The Company invested in the Tranche A Note (as defined in note 4),

Tranche B Note (as defined in note 4) (collectively the “Notes”), Penny Warrants and Royalty Purchase Agreement issued by

Scilex, for which it has elected the fair value option.

Under the Fair Value Option Subsections of ASC Subtopic 825-10, Financial Instruments

– Overall, the Company has the irrevocable option to report financial assets at fair value on an instrument-by-instrument basis.

also issued to the Company the Note A Transferred Warrants and Note B Warrants (as defined in note 4) that meet the definition of a derivative

under ASC 815 “Derivatives and Hedging”.

Therefore, the Warrants will be measured at fair value initially and on every reporting period.

Company entered into a loan agreement to finance a real estate project.

The Company decided to designate the Profit Sharing Loan Agreement

(as define in note 4) as a whole under the Fair-Value option in accordance with ASC Topic 825 “Financial Instruments”.

in the fair value are recorded under financial income (expenses), net.

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 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 comprehensive income (loss).

Investments measured at fair value

The Company invested in the Tranche

A Note (as defined in note 4), Tranche B Note (as defined in note 4) (collectively the “Notes”), Loan to an equity method

investee, Convertible note, Investment in Alpha Tau and Royalty Purchase Agreement issued by Scilex, for which it has elected the fair

value option.

Under the Fair Value Option Subsections of ASC Subtopic 825-10, Financial Instruments – Overall, the Company has

the irrevocable option to report financial assets at fair value on an instrument-by-instrument basis.

Scilex also issued to the Company the Note A Transferred Warrants and

Note B Warrants (as defined in note 4) that meet the definition of a derivative under ASC 815 “Derivatives and Hedging”.

such warrants will be measured at fair value initially and at every reporting period.

The Company entered into a loan agreement to finance real estate projects.

The Company decided to designate the Profit Sharing Loan Agreement (as define in note 4) and the Hapisga (as define in note 7) as a whole

under the Fair-Value option in accordance with ASC Topic 825 “Financial Instruments”.

Changes in the fair value are recorded

under financial income (expenses), net.

Concentration of credit risks

Financial instruments that subject the

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

institutions, Profit Sharing Loan Agreement, Royalty Purchase Agreement and the Notes.

The Company is of the opinion that the credit risk

in respect of these balances is remote, except for the Profit Sharing Loan Agreement, Royalty Purchase Agreement and the Notes for which

the Company is of the opinion there is a credit risk, which is reflected in its fair value measurement (for further details, see note

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial

accounting and tax bases of assets and liabilities under the applicable tax laws.

Deferred tax balances are computed using the tax rates

expected to be in effect when those differences reverse.

A valuation allowance in respect of deferred tax assets is provided if, based

upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Company has provided a full valuation allowance with respect to its deferred tax assets.

that would apply in the event of disposal of investments in the Israeli subsidiary have not been taken into account in computing deferred

taxes, as it is the Company’s intention to hold this investment, not to realize it.

in income tax

Company follows a two-step approach to recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position

for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be

sustained on audit.

The second step is to measure the tax benefit as the largest amount that is more than 50 % likely of being realized

upon ultimate settlement.

Such liabilities are classified as long-term, unless the liability is expected to be resolved within 12 months

from the balance sheet date.

The Company’s policy is to include interest and penalties related to unrecognized tax benefits within

income tax expenses.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

Financial instruments that subject

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

financial institutions, Profit Sharing Loan Agreement, Hapisga, Royalty Purchase Agreement, convertible note and the Notes.

The Company is of the opinion that

the credit risk in respect of these balances is remote, except for the Profit Sharing Loan Agreement, Hapisga, Royalty Purchase Agreement,

convertible note and the Notes for which the Company is of the opinion there is a credit risk, which is reflected in its fair value measurement

(for further details, see note 4).

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Deferred taxes

Deferred taxes are determined utilizing the asset and liability

method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities

under the applicable tax laws.

Deferred tax balances are computed using the tax rates expected to be in effect when those differences

A valuation allowance in respect of deferred tax assets is provided if, based upon the weight of available evidence, it is more

likely than not that some or all of the deferred tax assets will not be realized.

The Company maintains a full valuation allowance against the deferred

tax assets of certain entities, as management has determined that it is not more likely than not that such deferred tax assets will be

For further details see note 18.

Taxes that would apply in the event

of disposal of investments in the Israeli subsidiary have not been taken into account in computing deferred taxes, as it is the Company’s

intention to hold this investment, not to realize it.

Uncertainty in income tax

The Company follows a two-step approach

to recognizing and measuring uncertain tax positions.

The first step is to evaluate the tax position for recognition by determining if

the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit.

The second step

is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement.

Such liabilities

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

The Company’s

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

Revenue recognition

November 30, 2015, the Company entered into a Technology License Agreement, with HTIT and on December 21, 2015, the parties entered into

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

License Agreement”).

As of December 31, 2024, an aggregate amount of $ 22,382 was allocated

to the HTIT License Agreement, all of which were received through December 31, 2024.

Through December 31, 2023, the Company recognized

revenue associated with this agreement in the aggregate amount of $ 20,382 , of which $ 1,340 was recognized in the year ended December 31,

2023, and deferred the remaining amount of $ 2,000 , which is presented as long-term deferred revenues on the consolidated balance sheet.

The Company did not recognize revenue related to the HTIT License Agreement in the year ended December 31, 2024.

See note 15 regarding

the JV Supplemental Agreement.

November 13, 2022, the Company entered into a distribution license agreement (“Medicox License Agreement”) with Medicox Co.,

The Medicox License Agreement grants Medicox an exclusive license to apply for regulatory approval and

distribute ORMD-0801 in the Republic of Korea.

For further details, see note 8b.

ASC 606 “Revenue from Contracts with Customers,” the Company identified Medicox as a customer and the Medicox License Agreement

as a contract with a customer.

Company identified a performance obligation in the Medicox License Agreement to stand-ready and provide Medicox with support in its commercialization

efforts in the Republic of Korea.

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

views a predominant item in the combined performance obligation.

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

other than the Company is capable of providing related services to Medicox, and both the license and related services are necessary for

the customer to obtain a regulatory approval in the Republic of Korea.

In addition, the agreement covers the terms of future manufacturing

services, that are contingent on the completion and success of the commercialization efforts.

Medicox License Agreement contains a fixed consideration of $ 2,000 , which was received by the Company during the year ended December

31, 2022 and is currently presented under long-term deferred revenues.

It also contains variable consideration of contractual milestone

payments and sales-based royalties.

Company’s obligation to stand-ready and support Medicox will be recognized on a straight-line basis over the period the Company

expects to provide support to Medicox.

As of December 31, 2024, this support has not commenced, and no revenue was recognized from the

Medicox License Agreement.

Medicox proceeds with the regulatory approval process in the Republic of Korea, the Company expects most of the revenue to be recognized

at a later stage, going forward.

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

Medicox chooses to terminate the agreement as a result of the outcome of the Phase 3 trials, the Company will accelerate revenue recognition

and recognize it at such time.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On November 30, 2015, the Company entered

into a Technology License Agreement, with HTIT and on December 21, 2015, the parties entered into an Amended and Restated Technology

License Agreement that was further amended by the parties on June 3, 2016 and July 24, 2016 (the “HTIT License Agreement”).

As of December 31, 2024, an aggregate

amount of $ 22,382 was allocated to the HTIT License Agreement, all of which were received through December 31, 2024.

Through December

31, 2024, the Company recognized revenue associated with this agreement in the aggregate amount of $ 20,382 , and deferred the remaining

amount of $ 2,000 , which was presented as long-term deferred revenues on the consolidated balance sheet as of December 31, 2024.

In the year ended December 31, 2025,

the Company recognized revenue associated with the HTIT License Agreement in an amount of $ 2,000 following HTIT’s waiver of any

claims and demands against the Company, which was signed in connection with the JV Agreement.

As of December 31, 2025, all revenue associated

with the contract was fully recognized.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

The Company recognizes income from its Service Agreement with Alpha

Tau for investor relations and public relations on a straight-line basis.

Under the Service Agreement, the Company received non-cash consideration

of Alpha Tau Warrants (as defined below) to purchase up to 3,237,000 shares, measured at their issuance date fair value of $ 2,727 and

entitled to receive six semi-annual payments of $ 500 , totaling $ 3,000 .

The income is presented under the “Other income, net”

line item (net of related expenses), since the Company does not view investor relations services to be output of its ordinary activities.

In addition, changes in the fair value of the Alpha Tau Warrants are presented under “Financial Income (loss), net”.

During 2025, the Company issued invoices in an aggregate

amount of $ 997 .

Of this amount, $ 553 was recognized as income and recorded under “Other income, net,” while the remaining

$ 444 was deferred and presented under “Deferred income”.

In addition, the Company recorded an income of $ 549 related

to the straight-line recognition of the Alpha Tau Warrants under “Other income, net”.

For further details, see Note 8.

Research and development

Research and development expenses include costs directly attributable

to the conduct of research and development programs, including the cost of salaries, stock-based compensation, employee benefits, the

cost of supplies, the cost of services provided by outside contractors, including services related to the Company’s clinical trials,

clinical trial expenses and the full cost of manufacturing drug for use in research and preclinical development.

All costs associated

with research and development are expensed as incurred.

trial costs are a significant component of research and development expenses and include costs associated with third-party contractors.

The Company outsources a substantial portion of its clinical trial activities, utilizing external entities such as Clinical Research

Organizations (“CROs”), independent clinical investigators, and other third-party service providers to assist the Company

with the execution of its clinical trials.

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

Research and development expenses

include costs directly attributable to the conduct of research and development programs, including the cost of salaries, stock-based

compensation, employee benefits, the cost of supplies, the cost of services provided by outside contractors, including services

related to the Company’s clinical trials, clinical trial expenses and the full cost of manufacturing drug for use in research

and preclinical development.

All costs associated with research and development are expensed as incurred.

Clinical trial costs are a significant

component of research and development expenses and include costs associated with third-party contractors.

The Company outsources a substantial

portion of its clinical trial activities, utilizing external entities such as Clinical Research Organizations (“CROs”), independent

clinical investigators, and other third-party service providers to assist the Company with the execution of its clinical trials.

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

Stock-based compensation

Equity awards granted to employees are accounted for using the grant

date fair value method.

Equity awards granted to employees

are accounted for using the grant date fair value method.

The grant date fair value is determined as follows:

for stock options with an exercise price and only service

conditions using the Black Scholes pricing model, for stock options and restricted stock units (“RSUs”) with market conditions

using a Monte Carlo model and for RSUs with service conditions based on the grant date share price.

for stock options with

an exercise price and only service conditions, using the Black Scholes pricing model;

for stock options and performance stock units (“PSUs”)

with market conditions using a Monte Carlo model;

and for restricted stock units (“RSUs”) with service conditions and PSUs

with performance conditions, based on the grant date share price.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Stock-based compensation

(continued) :

The fair value of share based payment

3 unchanged sentences

exercise behavior, unless the award includes a market condition, in which case the contractual term is used.

The volatility is based on

a historical volatility, by statistical analysis of the weekly share price for past periods.

The volatility is based

on a historical volatility, by statistical analysis of the weekly share price for past periods.

The Company elected to recognize compensation

1 unchanged sentence

For awards with market conditions, compensation expense is not reversed if the market conditions are not satisfied.

Company elects to account for forfeitures as they occur.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

If a market condition associated with

PSUs is satisfied earlier than originally expected, any remaining unrecognized compensation cost related to such awards is recognized

The Company elects to account for forfeitures

as they occur.

Income (loss) per share of common stock

Basic income (loss) per common stock

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

common stock outstanding for each period, including vested restricted stock units (“RSUs”).

The net income available to common

stockholders is reduced by dividend equivalents declared on unvested RSUs, as such awards are not considered participating securities

and are excluded from the basic share count.

For the diluted income (loss) per common stock calculation for the year ended

December 31, 2025, dividend equivalents attributable to unvested RSUs were added back to the numerator only when the RSUs referred to

are dilutive.

The weighted average number of shares outstanding during the period is adjusted for the potential dilution that could occur

in connection with employee share-based payment, using the treasury stock method.

As the Company had a net loss for the year ended December

31, 2024, all potentially dilutive common stock were considered antidilutive and therefore excluded from the calculation of diluted weighted

average shares outstanding.

For further details, see Note 16.

Investment in Alpha Tau

The Company holds an investment in Alpha Tau granting it

significant influence over the investee.

In determining whether the Company has significant influence, the Company considered not only

whether its ownership is equal to or greater than 20 %, but less than or equal to 50 %, but also whether it has a board seat and whether

it participates in the policy-making process of the investee, among other criteria.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

(loss) per share of common stock

Basic net earnings (loss) per common

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

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

Outstanding stock options, warrants and unvested RSUs have been excluded

from the calculation of the diluted loss per share for the year ended December 31, 2024 because all such securities are anti-dilutive

for the year ended December 31, 2024.

For the diluted earnings per share calculation for the year ended December

31, 2023, the weighted average number of shares outstanding during the year is adjusted for the potential dilution that could occur in

connection with employee share-based payment, using the treasury stock method.

The difference in the denominator results from the dilutive

impact of 251,833 RSUs.

The weighted average number of stock

options, warrants and RSUs excluded from the calculation of diluted income (loss) per share was 4,582,421 and 1,227,506 for the years

ended December 31, 2024 and December 31, 2023, respectively.

Company leases real estate and cars for use in its operations, which are classified as operating leases.

In addition to rent, the leases

may require the Company to pay directly for fees, insurance, maintenance and other operating expenses.

Company determines if an arrangement is a lease at inception.

Operating leases are included in operating lease right of use assets and

operating lease liabilities in the consolidated balance sheets.

Right of use (“ROU”) assets represent the Company’s

right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments

arising from the lease.

Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value

of lease payments over the lease term.

The Company uses its incremental borrowing rate based on the information available at the commencement

date to determine the present value of the lease payments.

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

Company elected the practical expedient to not separate lease and non-lease components for all of its leases.

terms will include options to extend or terminate the lease when it is reasonably certain that the Company will either exercise or not

exercise the option to renew or terminate the lease.

Company’s lease agreements have remaining lease terms ranging from 4 months to 2.5 years.

Some of these agreements include options

to extend the leases for up to an additional 5 years and some include options to terminate the leases immediately.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

Investment in Alpha

Tau (continued) :

Investments granting significant influence are generally

accounted for under the equity method.

For the investment in Alpha Tau, the Company has elected the fair value option under ASC 825-10.

The fair value option has been elected as the Company believes it best reflects the underlying economics of the investment in Alpha Tau.

As a result, the Company recognizes the change in the fair value in “Financial income (loss), net”.

Summarized financial information for

Alpha Tau, as determined in accordance with Rule 8-03(b)(3) of Regulation S-X is included in note 8.

The Company leases real estate and

cars for use in its operations, which are classified as operating leases.

In addition to rent, the leases may require the Company to

pay directly for fees, insurance, maintenance and other operating expenses.

The Company determines if an arrangement

is a lease at inception.

Operating leases are included in operating lease right of use assets and operating lease liabilities in the

consolidated balance sheets.

Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for

the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

ROU assets and liabilities are recognized

at the commencement date based on the present value of lease payments over the lease term.

The Company uses its incremental borrowing

rate based on the information available at the commencement date to determine the present value of the lease payments.

Lease expenses

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

The Company elected the practical expedient

to not separate lease and non-lease components for all of its leases.

Lease terms will include options to

extend or terminate the lease when it is reasonably certain that the Company will either exercise or not exercise the option to renew

or terminate the lease.

The Company’s lease agreements

have remaining lease terms ranging from 1 year to 5 years.

Some of these agreements include options to extend the leases for up to an

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

For further details, see Note 13.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- SIGNIFICANT ACCOUNTING POLICIES (continued):

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued):

New accounting pronouncements

adopted accounting pronouncements

November 2023, the Financial Accounting Standard Board (the “FASB”) issued Accounting Standards Update (“ASU”)

2023-07 “Segment Reporting:

Improvements to Reportable Segment Disclosures.” This guidance expands public entities’

segment disclosures primarily by requiring disclosure of significant segment expenses that are regularly provided to the chief operating

decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for

other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

Public entities with a single

reportable segment are required to provide the new disclosures and all the disclosures required under ASC 280 “Segment Reporting”.

The Company adopted this standard in the current period retrospectively to all prior periods presented in its financial statements, see

issued accounting pronouncements, not yet adopted

December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This guidance

is intended to enhance the transparency and decision-usefulness of income tax disclosures.

The amendments in ASU 2023-09 address investor

requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid

both in the U.S.

Recently adopted accounting pronouncements

In December 2023, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09 “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures.” This guidance is intended to enhance the transparency and decision-usefulness of income

tax disclosures.

The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes

to disclosure regarding rate reconciliation and income taxes paid both in the U.S.

and in foreign jurisdictions.

ASU 2023-09 is effective for years beginning after December 15, 2024 on a prospective

basis, with the option to apply the standard retrospectively.

ASU 2023-09 is effective

for fiscal years beginning after December 15, 2024.

The Company adopted this standard on a prospective basis.

For further details, see

Recently issued accounting pronouncements,

not yet adopted

In November 2024, the FASB issued ASU

2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation

of Income Statement Expenses”, which requires disclosure about the types of costs and expenses included in certain expense captions

presented on the income statement as well as disclosures about selling expenses.

ASU 2024-03 is effective for years beginning after December

15, 2026, and interim periods within years beginning after December 15, 2027, with early adoption permitted, and may be applied either

prospectively or retrospectively.

The Company is currently evaluating this guidance to determine the impact it may have on its consolidated

financial statements disclosures.

In July 2025, the FASB issued ASU 2025-05

“Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets”.

The ASU introduces a practical expedient for all entities when estimating expected credit losses for current accounts receivable and

current contract assets arising from transactions accounted for under ASC 606.

Under the practical expedient, when developing reasonable

and supportable forecast as part of estimating expected credit losses, an entity may assume that current conditions as of the balance

sheet date do not change for the remaining life of the asset.

The ASU is effective for annual reporting periods beginning after December

15, 2025 and interim reporting within those annual reporting periods.

Early adoption is permitted in both interim and annual reporting

The Company is evaluating the impact of ASU 2025-05 on its consolidated financial statements if it elects to apply the practical

In September 2025, the FASB issued

2025-07 (“ASU 2025-07”), Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606).

The guidance refines the scope of Topic 815 by clarifying which contracts are subject to derivative accounting and expand the scope exception

for certain contracts not traded on an exchange to include contracts for which settlement is based on operations or activities specific

to one of the parties to the contract.

The guidance also provides clarification under Topic 606 for share-based payments from a customer

in a revenue contract.

The amendments in ASU 2025-07 are effective for annual periods beginning after December 15, 2026, and interim

reporting periods within those annual reporting periods.

Early adoption is permitted.

The Company is currently evaluating this guidance

to determine the impact it may have on its consolidated financial statements disclosures.

In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting

Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses”, which

requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement as well

as disclosures about selling expenses.

ASU 2024-03 is effective for years beginning after December 15, 2026, and interim periods within

years beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively.

Company is currently evaluating this guidance to determine the impact it may have on its consolidated financial statements disclosures.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The amendments may be applied prospectively or

on a modified retrospective basis.

The Company is currently evaluating the potential impact of this guidance on its consolidated financial

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- SHORT-TERM DEPOSITS:

NOTE 2 - SHORT-TERM DEPOSITS:

Composition :

2 unchanged sentences

Dollar deposits

- MARKETABLE SECURITIES:

Company’s marketable securities include investments in equity securities of DNA, Entera and Scilex.

4.15 - 5.10 %

5.65 - 5.75 %

NOTE 3 - MARKETABLE SECURITIES:

The Company’s marketable securities

include investments in equity securities of DNA, Entera, Scilex, Nano and Pelthos.

DNA (see b below)

1 unchanged sentence

Scilex (see d below)

DNA (see b below)

Entera (see c below)

Transferred Warrants

ordinary shares are traded on the Tel Aviv Stock Exchange.

The fair value of those securities is measured at the quoted prices of the

securities on the measurement date.

the years ended December 31, 2024 and 2023, the Company did not sell any of DNA’s ordinary shares.

As of December 31, 2024, the

Company owns approximately 1.4 % of DNA’s outstanding ordinary shares.

cost of the securities as of both December 31, 2024 and 2023 was $ 595 .

Entera ordinary shares have been traded on the Nasdaq Capital Market

since June 28, 2018.

The Company measures the investment at fair value from such date, since it has a readily determinable fair value.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Pelthos (see f below)

Nano (see e below)

DNA’s ordinary shares are traded

on the Tel Aviv Stock Exchange.

The fair value of those securities is measured at the quoted prices of the securities on the measurement

During the years ended December 31, 2025 and 2024, the Company did

not sell any of DNA’s ordinary shares.

The Company recognized an unrealized gain on its investment in DNA of $ 116 in the consolidated

statement of comprehensive income (loss) for the year ended December 31, 2025.

As of December 31, 2025, the Company owns approximately

0.20 % of DNA’s outstanding ordinary shares.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- MARKETABLE SECURITIES (continued):

ordinary shares are traded on the Nasdaq Capital Market.

The fair value of those securities is measured at the quoted prices of the securities

on the measurement date.

November 4, 2024 the Company exercised 6,500,000 of the Penny Warrant to shares.

(for more details, see note 4).

- INVESTMENTS, AT FAIR VALUE:

NOTE 3 - MARKETABLE SECURITIES (continued):

Entera ordinary shares have been traded

on the Nasdaq Capital Market since June 28, 2018.

The Company measures the investment at fair value from such date, since it has a readily

determinable fair value.

The fair value of those securities is measured at the quoted prices of the securities on the measurement date.

During the years ended December 31, 2025 and 2024, the Company did

not sell any of Entera’s ordinary shares.

The Company recognized an unrealized gain on its investment in Entera of $( 21 ) in the

consolidated statement of comprehensive income (loss) for the year ended December 31, 2025.

As of December 31, 2025, the Company owns

approximately 0.26 % of Entera’s outstanding ordinary shares.

Scilex common stock are traded on the

Nasdaq Capital Market.

The fair value of those securities is measured at the quoted prices of the securities on the measurement date.

Through December 31, 2025, the Company

sold all shares of Scilex common stock for total gross proceeds of $ 2,865 .

Following the sale, the Company no longer holds any shares

of Scilex common stock.

On November 11, 2025, the Company purchased

ordinary shares of Nano Dimension Ltd (“Nano”), through December 31, 2025, the Company purchased 5,436,791 ordinary shares

for an aggregate purchase price of $ 8,501 .

The aggregate purchase price excludes transaction fees equal to 1 % of the number of shares

purchased in each transaction, amounting to $ 54 , which were expensed as incurred.

The fair value of those securities is measured at the

quoted prices of the securities on the measurement date.

The Company recognized an unrealized gain on its investment in Nano

of $( 130 ) in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2025.

As of December 31, 2025,

the Company owns approximately 2.58 % of Nano’s outstanding ordinary shares.

For more information, see note 21.

On July 1, 2025, the Company entered into a securities purchase agreement

with Pelthos Therapeutics Inc.

(“Pelthos”), pursuant to which the Company invested $ 1,500 and acquired 150,000 shares of Pelthos

common stock.

The Company recognized an unrealized gain on its investment in Pelthos of $ 3,150 in the consolidated statement of comprehensive

income (loss) for the year ended December 31, 2025.

Pelthos common stock are traded on

the Nasdaq Capital Market.

The fair value of those securities is measured at the quoted prices of the securities on the measurement date.

As of December 31, 2025, the Company owns approximately 4.9 % of Pelthos’s outstanding common stock.

For more information, see note

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 4 - INVESTMENTS, AT FAIR VALUE:

2023 Scilex Transaction and 2024 Refinancing

On April 14, 2025, Scilex effected a 1-for-35 reverse stock split of

its issued and outstanding common stock (“Reverse Split”).

As a result, every 35 shares of Scilex common stock were automatically

reclassified into 1 share of common stock, with fractional shares rounded up to the nearest whole share.

Unless otherwise indicated, all

share numbers presented below reflect the effect of the Reverse Split.

The 6,500,000 Subsequent Penny Warrants (as defined below) that

were outstanding as of the Reverse Split date, were not subject to adjustment under the Reverse Split.

2023 Scilex Transaction

September 21, 2023, the Company entered into and consummated the transactions (collectively, the “2023 Scilex Transaction”)

contemplated by a securities purchase agreement with Scilex, pursuant to which Scilex issued to the Company:

A senior secured promissory note (the “Tranche A Note”),

with a principal amount of $ 101,875 , maturing on March 21, 2025 and bearing interest of SOFR plus 8.5 %, payable in-kind.

Scheduled principal

payments are due on December 21, 2023, March 21, 2024, June 21, 2024, September 21, 2024, and December 21, 2024, with the balance due

on March 21, 2025.

In January 2025, the Company extended Tranche A Note maturity from March 21, 2025 to December 31, 2025.

Tranche A Note terms, if the Tranche A Note is not repaid in full on or prior to March 21, 2024, an exit fee of $ 3,056 is due.

Tranche A Note was not repaid by that date, the Company is entitled to the above-mentioned exit fee at the maturity date of the Tranche

As of December 31, 2024, Scilex has repaid $ 69,200 of the amount due under the Tranche A Note.

See the description of the Extension

Agreement (as defined below).

The Tranche A Note constitutes senior secured indebtedness of Scilex

and is guaranteed by all existing or future formed, direct and indirect, domestic subsidiaries of Scilex and is secured by a first priority

security interest in and liens on all of the assets of Scilex, subject to customary and mutually agreed permitted liens and except for

certain specified exemptions.

Warrants to purchase up to 4,500,000 shares of Scilex common stock with an exercise price of $ 0.01 per share (the “Closing Penny Warrants”) and four additional warrants (the “Subsequent Penny Warrants”) each for 2,125,000 shares of Scilex common stock with an exercise price of $ 0.01 per share.

The Closing Penny Warrants were vested on September 21, 2023, and each of the Subsequent Penny Warrants vested quarterly during 2024.

The Closing Penny Warrants and the Subsequent Penny Warrants shall become exercisable on the earliest of (i) March 14, 2025 and (ii) the date on which the Tranche A Note has been repaid in full.

As of December 31, 2024, 4,500,000 Closing Penny Warrants were vested according to the terms of Tranche A Note, 8,500,000 Subsequent Penny Warrants were vested according to the terms of the Tranche A Note and as per the Extension Agreement (as defined below).

According to the Extension Agreement (as defined below), 4,500,000 Closing Penny Warrants and 2,000,000 Subsequent Penny Warrants have become exercisable.

On October 30, 2024, the Company exercised 4,500,000 Closing Penny Warrants and 2,000,000 Subsequent Penny Warrants that were exercisable at such time.

As a result the Company holds 6,500,000 shares of common stock of Scilex.

Transferred warrants (the “Transferred Warrants”) to purchase 4,000,000 shares of Scilex common stock with an exercise price of $ 11.50 per share, fully exercisable and expiring on November 10, 2027 .

On September 20, 2024, the Company sold the Transferred Warrants for consideration of $ 300 (see below).

As a result, as of December 31, 2024 the Company does not hold any Transferred Warrants.

On September 21, 2023, the Company

entered into and consummated the transactions (collectively, the “2023 Scilex Transaction”) contemplated by a securities

purchase agreement with Scilex, pursuant to which Scilex issued to the Company:

A senior secured promissory note (the “Tranche

A Note”), with a principal amount of $ 101,875 , initially maturing on March 21, 2025 and bearing interest of SOFR plus 8.5 %, payable

Scheduled principal payments were due quarterly from December 21, 2023, through December 21, 2024, with the remaining balance

due on March 21, 2025.

The maturity was subsequently extended to December 31, 2025, in exchange for 92,858 shares of Scilex common stock.

An exit fee of $ 3,056 became payable when the note was not repaid by March 21, 2024.

Following the Option Agreement (as defined below),

the maturity was subsequently extended to March 31, 2026.

As of December 31, 2025, Scilex had repaid $ 69,200 of the amount due

under the Tranche A Note and refinanced $ 25,000 as part of the 2024 Refinancing (as defined below).

As of March 26, 2026, the outstanding

principal balance of the Tranche A Note is $ 7,675 and accrued interest totaled $ 17,153 .

The Tranche A Note constitutes senior secured indebtedness of Scilex and is guaranteed by all existing or future formed, direct and indirect, domestic subsidiaries of Scilex and is secured by a first priority security interest and liens on all of the assets of Scilex, subject to customary and mutually agreed permitted liens and except for certain specified exemptions.

Warrants to purchase up to 128,572 shares of Scilex

common stock with an exercise price of $ 0.35 per share (the “Closing Penny Warrants”) and additional warrants (the “Subsequent

Penny Warrants”) to purchase up to 57,143 shares of Scilex common stock (after giving effect to the Reverse Split) and warrants

to purchase up to 6,500,000 shares of Scilex common stock (which such amount was not adjusted for the Reverse Split pursuant to the terms

of such warrants) with an exercise price of $ 0.35 and $ 0.01 per share, respectively.

During 2024, the Company exercised 128,572 Closing

Penny Warrants and 57,143 Subsequent Penny Warrants.

On July 22, 2025, the Company entered into an option agreement (the

“Option Agreement”) with Scilex, granting Scilex the right to repurchase the Company remaining 6,500,000 Subsequent Penny

Warrants for $ 27,000 plus a $ 1,500 fee.

In two separate installments on September 30, 2025 and December 30, 2025, Scilex exercised its

right under the Option Agreement and repurchased all of the subject warrants for total proceeds to the Company of $ 28,500 (including

the option fee).

As of December 31, 2025, the Company does not hold any Subsequent Penny Warrants.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 4 - INVESTMENTS, AT FAIR VALUE (continued):

Scilex Transaction and 2024 Refinancing (continued)

2023 Scilex Transaction (continued)

Company accounted for the Transferred Warrants as derivatives measured at fair value.

The Company elected the fair value option for the Tranche A Note and

the Penny Warrants in order to reduce operational complexity of bifurcating embedded derivatives.

Changes in value are recorded under

financial income (expense), net and include interest income on the Tranche A Note.

valuation was performed based on several scenarios.

Each scenario took into consideration the present value of the Tranche A Note’s

cash flows (including the exit fee and the prepayment premium) and the Warrants’ value.

The total value of the 2023 Scilex Transaction

(and of each of its components) was valued on a weighted average of the different scenarios.

discount rate of the Tranche A Note was based on the B- rating zero curve in addition to a risk premium which takes into account the

credit risk of Scilex and ranged between 112 % to 113 %.

fair value of the Transferred Warrants was based on their closing price on the Nasdaq Capital Market.

The fair value of the Penny Warrants

was calculated based on the closing price of the Scilex common stock on the Nasdaq Capital Market.

September 20, 2024, the Company and Scilex entered into an extension agreement (the “Extension Agreement”) to extend the

due date of the September 21, 2024 payment.

Pursuant to the Extension Agreement, Scilex paid to the Company $ 2,000 on September 23, 2024,

which payment is to be applied as follows:

(i) $ 1,700 to the payment due under the Tranche A Note on March 21, 2025 and (ii) $ 300 to

purchase the Transferred Warrants.

table below represents the fair value composition of the Tranche Note A:

Closing Penny Warrant

Transferred warrants (the “Transferred Warrants”) to purchase 114,286 shares of Scilex common stock with an exercise price of $ 402.50 per share, fully exercisable and expiring on November 10, 2027 .

On September 20, 2024, the Company sold the Transferred Warrants for $ 300 .

As of December 31, 2025, the Company no longer held any Transferred Warrants.

The Company selected the fair value

option for the Tranche A Note and the Penny Warrants in order to reduce operational complexity of bifurcating embedded derivatives.

in value are recorded under financial income (loss), net and include interest income on the Tranche A Note.

The valuation was performed based on

several scenarios.

Each scenario took into consideration the present value of the Tranche A Note’s cash flows and the Warrants’

The total value of the 2023 Scilex Transaction (and of each of its components) was valued on a weighted average of the different

The discount rate of the Tranche A

Note was based on the B- rating zero curve in addition to a risk premium which takes into account the credit risk of Scilex and ranged

between 111.86 % to 111.78 %.

The table below represents the fair

value composition of the Tranche A Note:

Tranche A Note

Subsequent Penny Warrants

Transferred Warrants

of December 31, 2023, the fair value of the Tranche A Note was less than the aggregate unpaid principal balance (which includes interest

payable on maturity) by $ 7,801 .

As of December 31, 2024, the fair value of the Tranche A Note was less than the aggregate unpaid principal

balance (which includes interest payable on maturity) by $ 8,114 .

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- INVESTMENTS, AT FAIR VALUE (continued):

In October 2024, the Company entered into the transactions (collectively,

the “2024 Refinancing”) pursuant to which Scilex issued to the Company:

As of December 31, 2025 and December

31, 2024, the Tranche A Note is included under Investments at fair value, current assets.

As of December 31, 2025, and December

31, 2024, the fair value of the Tranche A Note was less than the aggregate unpaid principal balance (which includes interest payable

on maturity) by $ 1,765 and $ 8,114 , respectively.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 4 - INVESTMENTS, AT FAIR VALUE (continued):

2024 Refinancing

In October 2024, the Company entered

into the transactions (collectively, the “2024 Refinancing”) pursuant to which Scilex issued to the Company:

Convertible Notes SPA

The Company entered into a securities purchase agreement (the “Convertible Notes SPA”) with certain institutional

investors (together with the Company, the “Buyers”) and Scilex to refinance a portion of the Tranche A Note and pay off certain

other indebtedness of Scilex.

Pursuant to the Convertible Notes SPA, the Buyers purchased in a registered offering by Scilex (i) a new

tranche B of senior secured convertible notes of Scilex in the aggregate principal amount of $ 50,000 (the “Tranche B Notes”)

repayable on a quarterly basis for 2 years, which Tranche B Notes are convertible into shares of Scilex common stock and (ii) warrants

to purchase up to 7,500,000 shares of Scilex common stock (the “Tranche B warrants”).

The Company purchased 50 % of Tranche

B Notes and Tranche B Warrants and therefore holds an aggregate principal amount of $ 25,000 of the Tranche B Notes and 3,750,000 Tranche

received from the Company, in consideration for the Tranche B Notes and the Tranche B Warrants issued to the Company, an exchange and

reduction of the principal outstanding balance under the Tranche A Note of $ 22,500 .

The Company entered into a securities purchase agreement (the “Convertible

Notes SPA”) with the other Tranche Note B holders (together with the Company, the “Buyers”) and Scilex to refinance

a portion of the Tranche A Note and pay off certain other indebtedness of Scilex.

Pursuant to the Convertible Notes SPA, the Buyers purchased

in a registered offering by Scilex (i) a new tranche B of senior secured convertible notes of Scilex in the aggregate principal amount

of $ 50,000 (the “Tranche B Note”) repayable on a quarterly basis for 2 years, which Tranche B Note is convertible into shares

of Scilex common stock and (ii) warrants to purchase up to 214,286 shares of Scilex common stock with an exercise price of $ 36.4 (the

“Tranche B Warrants”).

The Company purchased 50 % of the Tranche B Note and the Tranche B Warrants, equal to an aggregate principal

amount of $ 25,000 of the Tranche B Note and 107,143 Tranche B Warrants.

Scilex received from the Company, in

consideration of the Tranche B Note and the Tranche B Warrants issued to the Company, an exchange and reduction of the principal outstanding

balance under the Tranche A Note of $ 22,500 .

As of December 31, 2025, Scilex has

repaid $ 9,875 of the principal amount outstanding under the Tranche B Note, leaving a remaining principal balance of $ 15,125 with accrued

interest of $ 495 .

The Tranche B Note matures on October 8, 2026.

Royalty Purchase Agreement

The Company and certain institutional investors (together with the Company, the “RPA Purchasers”)

entered into a Purchase and Sale Agreement (the “Royalty Purchase Agreement”) with Scilex and Scilex Pharmaceuticals Inc.

The Company and the other Tranche Note

B holders (together with the Company, the “RPA Purchasers”) entered into a Purchase and Sale Agreement (the “Royalty

Purchase Agreement”) with Scilex and Scilex Pharmaceuticals Inc.

(“Scilex Pharma”).

Pursuant to the Royalty Purchase Agreement, the RPA Purchasers acquired the right to receive, in the aggregate,

8 % of net sales worldwide for 10 years (the “Purchased Receivables”) with respect to ZTlido (lidocaine topical system) 1.8 %,

SP-103 (lidocaine topical system) 5.4 %, and any related, improved, successor, replacement or varying dosage forms of the foregoing.

Company acquired the right to receive 50 % of the Purchased Receivables and therefore holds the right to receive 4 % royalties.

consideration for its interest in the Purchased Receivables, the Company exchanged and reduced $ 2,500 of the principal balance under

the Tranche A Note.

Pursuant to the Royalty Purchase

Agreement, the RPA Purchasers acquired the right to receive, in the aggregate, 8 % of net sales worldwide for 10 years (the “Purchased

Receivables”) with respect to ZTLido (lidocaine topical system) 1.8 %, SP-103 (lidocaine topical system) 5.4 %, and any related,

improved, successor, replacement or varying dosage forms of the foregoing.

The Company acquired the right to receive 50 % of the Purchased

Receivables and therefore holds the right to receive 4 % royalties.

In consideration for its interest in

the Purchased Receivables, the Company exchanged and reduced $ 2,500 of the principal balance under the Tranche A Note.

ZTlido Rest of the World Binding Agreement

The Company and certain other institutional investors and Scilex entered into a binding term sheet (the

“ROW License Term Sheet”), regarding a license and development agreement (the:

“Lido License Agreement”), with

respect to services, compositions, products, dosages and formulations comprising lidocaine, including without limitation, the product

The Company and certain other institutional

investors and Scilex entered into a binding term sheet (“ROW License Term Sheet”), regarding a license and development agreement,

with respect to services, compositions, products, dosages and formulations comprising lidocaine, including without limitation, the product

and any future product defined as a “Product” under Scilex Pharma’s existing (i) Product development agreement, dated

2 unchanged sentences

as amended, and (ii) the associated commercial supply agreement, dated February 16, 2017, between Scilex, Oishi and Itochu, as amended.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- INVESTMENTS, AT FAIR VALUE (continued):

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 4 - INVESTMENTS, AT FAIR VALUE (continued):

2024 Refinancing (continued)

ZTLido Rest of the World Binding Agreement (continued):

to determination of a final structure for the transactions contemplated by the ROW License Term Sheet, it is anticipated that the Company

and such institutional investors will hold the Lido License Agreement through a joint venture, RoyaltyVest, Inc.

(“RoyaltyVest”).

consideration for the rights to be provided under the proposed Lido License Agreement, as more fully described in the ROW License Term

Sheet, (a) RoyaltyVest will invest (whether through cash consideration or in-kind payment through the provision of services) $ 200 per

year toward expanding the Product, (b) Scilex will grant RoyaltyVest a worldwide, exclusive right, license and interest to all products

rights for the development, out-licensing, commercialization of any Product outside of the United States and other territories, other

than certain excluded designated territories (the “ROW Territory”), and (c) each of RoyaltyVest and Scilex will receive 50 %

percent of the net revenue (less expenses) generated from any Product in the ROW Territory.

term sheet is subject to entering into a definitive agreement (see note 15) and subject to the consent of Oishi and Itochu to the Lido

License Agreement.

As of December 31, 2024, the fair value

of the ROW License was immaterial, inter alia, as it remains contingent upon third-party approvals and the future execution of agreements.

The institutional investors who are parties to the Convertible Notes

SPA, Royalty Purchase Agreement and ROW License Term Sheet are all inter-related.

Following the refinancing as described

above, on October 8, 2024, Scilex used $ 12,500 of the net proceeds from the proceeds of the Tranche B Note for the partial repayment

of the outstanding balance under the Tranche A Note.

The Company elected the fair value option for the Tranche B Note and the Royalty

Purchase Agreement, The Note B Warrants meet the definition of a derivative, and therefore will be measured at fair value.

value are recorded under financial income (expense), net and include interest income on the Tranche B Note.

valuation of the Tranche B Note’s was performed based on the binomial model , using a discount rate of 110.33 %.

Presented below is the summary of the assumptions and estimates that were used for the valuation:

The Company and such institutional

investors hold this license through RoyaltyVest.

See note 6 for additional information about RoyaltyVest.

The institutional investors who are parties to the Convertible

Notes SPA, Royalty Purchase Agreement and the ZTLido License Agreement are all inter-related.

Tranche B Note Consent

On January 2, 2025, the Company and other Tranche B Note holders entered

into deferral and consent agreements with Scilex (the “Tranche B Consent”), deferring Scilex’s first amortization payment

under the Tranche B Note to October 8, 2026.

In consideration, the Company received $ 877 ($ 500 of the principal amount and $ 377 of accrued

interest), and 71,429 shares of Scilex common stock.

As part of the Tranche B Consent

and contingent upon certain conditions that were met:

● Scilex and the Tranche B Note holders agreed to a 10 -year, assignable 4 % royalty on global net sales of Gloperba and Elyxyb, excluding Elyxyb sales in Canada, with the Company entitled to 2 %.

Gloperba, an oral liquid colchicine formulation for gout, and Elyxyb, an oral solution for acute migraine treatment, represent key assets in Scilex’s portfolio.

The definitive agreement was signed on February 28, 2025.

● The Tranche B Note holders had the option, through RoyaltyVest, to fund up to 50 % of the cash purchase price for Ex-U.S.

product rights to Gloperba and Elyxyb (excluding Elyxyb in Canada) and will receive proportional revenues from commercialization and licensing.

As of December 31, 2025, RoyaltyVest exercised its option to Ex-U.S.

product rights of Gloperba for $ 500 .

See note 6 for further details.

Warrant Agreement

In October 2025, the Company agreed to defer an amortization payment

due from Scilex on October 1, 2025 under the amortization schedule included in the Tranche B Notes.

The deferred amortization payment

was subsequently paid to us in November 2025.

In consideration for this deferral, Scilex agreed to issue to the Company warrants to purchase

100,000 shares of Scilex’s common stock, par value $ 0.0001 per share with an exercise price of $ 20 .

The warrants were issued on

February 19, 2026.

The Company elected the fair value

option for the Tranche B Note and the Royalty Purchase Agreement, the Note B Warrants meet the definition of a derivative and therefore

will be measured at fair value.

Changes in value are recorded under financial income (loss), net and include interest income on the Tranche

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 4 - INVESTMENTS, AT FAIR VALUE (continued):

2024 Refinancing (continued)

The valuation of the Tranche B Note’s

was performed based on the binomial model, using a discount rate of 111.89 %.

Presented below is the summary of the assumptions and estimates

that were used for the valuation as of December 31, 2025:

Parameters and Assumptions

Share Price $ 0.43

Conversion Rate

Floor Rate 1.04

Expected Term 1.77 Years

Volatility 61.99 %

Expected Term

Risk Free Rate

The fair value of the Note B Warrants was calculated based on Black

and Scholes model.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- INVESTMENTS, AT FAIR VALUE (continued):

Refinancing (continued)

ZTLido Rest of the World Binding Agreement (continued):

Presented below is the summary of the assumptions and estimates

that were used for the valuation of the Warrants:

The fair value of the Note B Warrants

was calculated based on Black and Scholes model.

Presented below is the summary of

the assumptions and estimates that were used for the valuation of the Warrants as of December 31, 2025:

Parameters and Assumptions

Share Price $ 0.43

Exercise Price

Expected Term 4.77 Years

Volatility 63.14 %

Expected Term

68.63 – 68.27 %

Risk Free Rate

3.57 – 3.58 %

Dividend Rate

value of the Royalty Purchase Agreement was calculated according to the royalty payment schedule and the aggregation of discounted cash

flows derived from the royalty payments, using a discount rate of 110.33 %.

As of December 31, 2024, the

fair value of the Tranche B Note was less than the aggregate unpaid principal balance (which includes interest payable on maturity)

table below represents the fair value composition of the Tranche B Note:

The value of the Royalty Purchase

Agreement was calculated according to the royalty payment schedule and the aggregation of discounted cash flows derived from the royalty

payments, using a discount rate of between 111.51 % to 111.83 %.

As of December 31, 2025, and December

31, 2024, the fair value of the Tranche B Note was less than the aggregate unpaid principal balance (which includes interest payable

on maturity) by $ 4,488 and $ 9,833 , respectively.

The table below represents the fair

value composition of the Tranche B Note:

December 31, 2025

Tranche B Note

December 31, 2024

Tranche Note B

Royalty Purchase Agreement

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 4 - INVESTMENTS, AT FAIR VALUE (continued):

2024 Refinancing (continued)

ZTLido Rest of the World Binding Agreement (continued):

table below represents the fair value cycle of 2023 Scilex Transaction and 2024 Refinancing Transaction throughout December 31, 2023

and December 31, 2024:

Balance as of December 31, 2022

2023 Scilex Transaction

Cash received from note repayment

Change in fair value

Scilex Transaction Summary

The table below represents the fair

value cycle of 2023 Scilex Transaction and 2024 Refinancing Transaction throughout December 31, 2024 and December 31, 2025:

Balance as of December 31, 2023

6 unchanged sentences

Balance as of December 31, 2024

(*) The amount was recorded as part of the financial income (expenses), net.

(**) On October 30, 2024 the Company exercised 4,500,000 Closing Penny Warrants,

and 2,000,000 Subsequent Penny Warrants into 6,500,000 shares of common stock of Scilex and as a result, these shares are not part of

the Tranche A Note and presented under fair value investment.

(***) The amount is included under prepaid expenses and other current assets.

Financial income (expenses) recognized in respect of 2023 Scilex

Transaction and 2024 Refinancing, for the years ended December 31, 2024 and 2023, were ($ 4,359 ) and $ 13,313 , respectively.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- INVESTMENTS, AT FAIR VALUE (continued):

Refinancing (continued)

ZTLido Rest of the World Binding Agreement (continued):

table below represents the fair value breakdown as of December 31, 2024:

Amounts receivable from the royalty agreement (**)

Principal payments

Proceeds from the sale of Subsequent Penny Warrants

Interest payments

Change in fair value

Balance as of December 31, 2025

(*) On October 30, 2024 the Company exercised 128,572 Closing Penny Warrants, and 57,143 Subsequent Penny Warrants into 185,715 shares of common stock of Scilex and as a result, these shares are not part of the Tranche A Note.

As of December 31, 2025, the Company no longer holds any shares of Scilex common stock.

(**) As of December 31, 2025, out of this amount $ 449 is included under prepaid expenses and other current assets.

Financial income (loss) recognized in respect

of the 2023 Scilex Transaction and the 2024 Refinancing, for the years ended December 31, 2025 and 2024, were $ 44,647 and ($ 4,359 ), respectively.

The table below represents the fair value breakdown

as of December 31, 2025:

Tranche A Note

2 unchanged sentences

December 31, 2025

more details see note 15, subsequent events.

Sharing Loan Agreement

September 4, 2024, the Company entered into a loan agreement (the “Profit Sharing Loan Agreement”) with Rabi Binyamin 4 Tama

(the “Borrower”) to finance a real estate project (the “Project”).

According to the terms of the Profit

Sharing Loan Agreement, Oramed agreed to loan NIS 5.5 million ($ 1,523 ) (the “Loan Principal”) to the Borrower.

NIS 4.7 million

($ 1,307 ) was loaned upon signing the Profit Sharing Loan Agreement and an additional NIS 0.8 million ($ 216 ) will be loaned upon certain

milestones which are expected to occur in the first half of 2025.

Upon completion of the Project, the Company is entitled to receive

the Loan Principal and the greater of:

(i) 20 % annual interest of the Loan Principal and (ii) 40 % of the Project profits.

Company decided to designate the Profit Sharing Loan Agreement as a whole under the Fair-Value option in accordance with ASC Topic

825 “Financial Instruments”.

The valuation of the Profit Sharing Loan Agreement was based on various project

profit scenarios derived from the appraiser’s report.

The Company used the Wang Transform model, a risk-neutral probabilities

method, with an expected term of 4.01 years, a curve rate of 13.9 % and a risk spread of 0.43 %.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- OTHER NON-MARKETABLE EQUITY SECURITIES:

August 26, 2022, the Company entered into a stock purchase agreement with Diasome Pharmaceuticals, Inc.

(“Diasome”), a privately-held

company, pursuant to which the Company purchased shares of Series B preferred stock of Diasome for an aggregate purchase price of approximately

Following the purchase, the Company holds less than 5 % of the issued and outstanding stock of Diasome.

The stock purchase agreement

provides the Company with the option to purchase additional preferred shares of stock on a pro rata basis at similar terms to the terms

and conditions of the current round contingent upon Diasome achieving certain milestones.

The Company’s non-marketable equity

securities are an investment in a company without a readily determinable fair value.

The Company accounts for this investment under the

measurement alternative in ASC 321, whereby the equity investment is recorded at cost, less impairment.

The carrying amount is subsequently

remeasured to its fair value in accordance with the provisions of ASC 820 when observable price changes occur as of the date the transaction

occurred, or it is impaired.

Any adjustments to the carrying amount are recorded in the consolidated statements of comprehensive income

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 4 - INVESTMENTS, AT FAIR VALUE (continued):

Scilex Transaction Summary (continued)

During the year ended December 31,

2023, the Company recorded an $ 824 increase in value due to the closing in June 2023 of a Series C preferred investment round in

The change was recorded using the transaction price of similar securities issued by Diasome, adjusted for contractual

rights and obligations of the securities held by the Company.

During the year ended December 31, 2024, there was no change in the

value of the Diasome investment.

- ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

2025, the Company sold 350,000 shares of common stock of Scilex.

As of December 31, 2025, the Company no longer holds any shares of Scilex

common stock.

All Scilex securities described above

are subject to a beneficial ownership limitation, which restricts the Company’s holdings to a maximum of 9.99 % of Scilex’s

outstanding shares at any time.

Profit Sharing Loan

On September 4, 2024, the Company entered

into a loan agreement (the “Profit Sharing Loan Agreement”) with Rabi Binyamin 4 Tama 38 Ltd.

(the “Borrower”)

to finance a real estate project (the “Project”).

According to the terms of the Profit Sharing Loan Agreement, Oramed agreed

to loan NIS 5.5 million ($ 1,523 ) (the “Loan Principal”) to the Borrower.

NIS 4.7 million ($ 1,307 ) was loaned upon signing

the Profit Sharing Loan Agreement and an additional NIS 0.8 million ($ 237 ) will be loaned upon achievement of certain milestones.

October 28, 2025, the Borrower met the milestones and became entitled to the additional payment.

Upon completion of the Project, the

Company is entitled to receive the Loan Principal and the greater of:

(i) 20 % annual interest of the Loan Principal and (ii) 40 % of the

Project profits.

On September 14, 2025, the Company loaned an additional NIS 0.5 million

($ 150 ) to the Borrower (“Additional Loan”).

The Additional Loan bears an annual interest of 6 % and shall be repaid by December

According to the Additional Loan agreement, the Company shall be entitled to instruct the Borrower that instead of repaying

the Additional Loan on the maturity date, the principal amount of the loan, as well as any accrued interest up to the date of such notice,

shall be deemed to constitute a loan amount provided by the Company, as part of the remaining portion of the Profit-Sharing Loan Agreement.

As of December 31, 2025 the Additional Loan had not been repaid.

The maturity date of the Additional Loan was subsequently extended to

June 30, 2026.

The Company decided to designate the

Profit Sharing Loan Agreement as a whole under the Fair-Value option in accordance with Accounting Standards Codification (“ASC”)

Topic 825 “Financial Instruments”.

The valuation of the Profit Sharing Loan Agreement was based on various project profit

The Company used the Wang Transform model, a risk-neutral probabilities method, with an expected term of 2.67 years, a curve

rate of 16.32 % and a risk spread of 0.43 %.

The value of the Profit Sharing Loan Agreement and the Additional Loan as of December 31,

2025 was $ 1,890 .

NOTE 5 – INVESTMENT IN REAL ESTATE

Real Estate – Castel

In January 2025, the Company entered into an agreement to acquire a

parcel of land in Mevaseret Zion, Israel for a total purchase price of NIS 5,800 ($ 1,586 ).

The transaction was structured as installment

payments, and as of December 31, 2025, the Company had paid the full purchase price and presented the asset within real estate investment.

The Company intends to pursue value-enhancing activities in connection with the land, with the goal of increasing its potential return

upon future sale.

The total paid amount is included under Investment in real estate.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 6 – EQUITY METHOD INVESTEE

On October 8, 2024, the Company and

certain other investors (“Additional Holders of Note B”) entered into a refinance agreement with Scilex.

As part of the refinancing,

the Company and the Additional Holders of Note B were granted rights to receive royalties from certain Scilex products.

In connection

with these rights, on January 2, 2025, the Additional Holders of Note B established RoyaltyVest Ltd.

(“RoyaltyVest”), a company

incorporated in the British Virgin Islands.

On February 12, 2025, the Additional Holders of Note B transferred to the Company 50 % of

the issued and outstanding capital stock of RoyaltyVest.

As of December 31, 2025, the Company

hold a 50 % equity interest in RoyaltyVest.

The Company accounts for this investment using the equity method.

There are no unrecognized losses, guarantees,

or commitments related to RoyaltyVest.

In addition, no impairment losses were recorded during the reporting periods.

In addition to its original investment

in RoyaltyVest, the Company is using RoyaltyVest as a potential investment vehicle for additional transactions conducted in collaboration

with the other shareholders of RoyaltyVest.

As such, On March 4, 2025, the Company entered into a loan agreement

with RoyaltyVest pursuant to which the Company made a loan to RoyaltyVest in the amount of $ 7,000 to purchase shares of BioXcel Therapeutics,

BTAI) (“BioXcel”).

The loan is non-interest bearing and is non-recourse to the BioXcel shares.

the outstanding principal and yield shall be made from the proceeds of sales of BioXcel shares and warrants.

The Company elected to measure

the loan under the fair value option, and as such it is presented at fair value.

During the year ended December 31, 2025, the Company

received $ 6,251 of the principal amount from RoyaltyVest from the sales of BioXcel.

The transactions below were carried out by RoyaltyVest:

ZTLido License Agreement

As part of the ROW License Term Sheet

signed with Scilex under the Tranche B Note, on February 22, 2025, RoyaltyVest, entered into an additional License Agreement with Scilex

(“ZTLido License Agreement”).

Under the ZTLido License Agreement, RoyaltyVest acquired exclusive rights to develop, manufacture,

and commercialize lidocaine-based products, including ZTLido (lidocaine topical system 1.8 %) and SP-103, outside the United States.

part of the arrangement, RoyaltyVest and Scilex will each receive 50 % of the net profits from the commercialization of these products.

In consideration for the rights to

be provided under the proposed ZTLido License Agreement, as more fully described in the ZTLido License Agreement, (a) RoyaltyVest will

invest (whether through cash consideration or in-kind payment through the provision of services) $ 200 per year toward expanding the Product,

(b) Scilex will grant RoyaltyVest a worldwide, exclusive right, license and interest to all products rights for the development, out-licensing,

commercialization of any Product outside of the United States and other territories, other than certain excluded designated territories

( “ROW Territory”), and (c) each of RoyaltyVest and Scilex will receive 50 % percent of the net revenue (less expenses) generated

from any product in the ROW Territory.

product rights to Gloperba

On February 28, 2025, RoyaltyVest

entered into a worldwide (excluding the U.S.) license agreement for Gloperba products, as defined under the License and Commercialization

Agreement between RxOmeg Therapeutics LLC and Scilex, dated June 14, 2022, as amended on January 16, 2025 (the “Gloperba License

Under the Gloperba License Agreement, RoyaltyVest was granted an exclusive (including as to Scilex Pharma) license

to all product-related rights worldwide to develop, manufacture, obtain regulatory approvals for, commercialize, and otherwise exploit

the Gloperba products in the licensed territory.

RoyaltyVest and Scilex will each be entitled to receive 50 % of the net revenue generated

from the commercialization of the Gloperba products.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 6 – EQUITY METHOD INVESTEE (continued):

On March 4, 2025, RoyaltyVest participated

in a registered direct offering by BioXcel, acquiring 188,383 shares of BioXcel’s common stock, 3,811,617 pre-funded warrants and

accompanying warrants to purchase up to an additional 4,000,000 shares for a total consideration of $ 14,000 .

The warrants have an exercise

price of $ 4.20 per share, are immediately exercisable, and will expire five years from the date of issuance.

The pre-funded warrants

have an exercise price of $ 0.001 per share, and are immediately exercisable with no expiration date.

As of December 31, 2025, RoyaltyVest

sold 4,000,000 shares and 2,600,000 warrants for $ 12,502 .

As of December 31, 2025, RoyaltyVest continues to hold 1,400,000 warrants and

no longer holds any shares of BioXcel common stock.

NOTE 7 - LOAN AGREEMENT MEASURED IN FAIR VALUE

2025, the Company entered into a loan agreement with Hapisga Project – New Talpiot Ltd.

to finance a purchase of a real estate

asset in Jerusalem, Israel in the amount of up to $ 22,650 (“Hapisga”).

The Company lent the amount with a one-year maturity,

and a lien was registered on the property reflecting a commitment to register a first-ranking mortgage on a property, which is valued

at approximately $ 890,000 , providing significant collateral coverage.

The loan bears an annual interest rate of 12 %.

in March 2025, the Company entered into an additional loan agreement with Tova Chochma Im Nachala Ltd.

(“Tova Chochma”) in

the amount of $ 5,000 .

The loan bears an annual interest rate of 12 %.

The original maturity of the loan was set to be 14 days which was

further extended, in April 2025, to up to 12 months.

Tova Chochma can repay the loan at any time, with interest accruing until the date

of actual repayment (but in no event, less than 6 months).

This loan is also secured by the registration of the lien for Hapisga.

In April 2025,

the Company loaned $ 26,921 in connection with the loans to Hapisga and to Tova Chochma.

Tova Chochma repaid an amount of $ 500 to the Company, which will be offset against final repayment of the loan.

The deposit amount does

not accrue interest and therefore, the Company will be eligible for the entire interest on Tova Chochma’s portion of the loan’s

The Company decided to designate the

loan agreement as a whole under the fair-value option in accordance with ASC Topic 825 “Financial Instruments”.

The valuation

of the loan agreement was calculated in accordance with the weighted average expected cashflows of the loan.

The predicted weighted average

cash flows of the loan were discounted at a rate of 9.31 %- 24.43 %.

The value of the loan as of December 31, 2025 was $ 27,943 .

in the fair value of the loan are recorded in the financial income (loss), net.

The table below represents the fair

value breakdown as of December 31, 2025:

Loan repayment

Fair value measurement

Fair value as of December 31, 2025

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 8 - INVESTMENT IN ASSOCIATE AT FAIR VALUE:

On April 24, 2025, the Subsidiary

entered into a share purchase agreement with Alpha Tau (“Alpha Tau SPA”), pursuant to which the Subsidiary purchased

14,110,121 ( 16.65 %) ordinary shares, no par value per share, of Alpha Tau in a registered direct offering at a price of $ 2.612 per

share, for an aggregate purchase price of $ 36,900 .

The closing of the transaction occurred on April 28, 2025.

In connection with the

investment, the Subsidiary has the right to nominate two out of eight directors to Alpha Tau’s board of directors, subject to

certain conditions.

In addition, since the Alpha Tau SPA date and until December 31, 2025, the Company purchased an additional

359,214 shares of Alpha Tau for an aggregate amount of $ 1,256 .

Concurrently, the Subsidiary and Alpha

Tau entered into the Services Agreement, pursuant to which the Subsidiary will provide Alpha Tau with investor relations and public relations

As consideration, Alpha Tau agreed to pay the Subsidiary a fee of $ 3,000 over three years and to issue to the Subsidiary fully

vested warrants to purchase up to 3,237,000 ordinary shares of Alpha Tau, at exercise prices ranging from $ 3.474 to $ 3.90 per share (“Alpha

Tau Warrants”), which are immediately exercisable.

The term of the Service Agreement is three years, with limited termination rights.

Amounts recognized under this arrangement are presented under “other income, net” in the consolidated statement of comprehensive

Due to the Company’s significant

influence over operating and financial policies, Alpha Tau is considered a related party of the Company.

The following presents summarized financial

information related to Alpha Tau as of December 31, 2025.

Alpha Tau is a publicly traded company listed on the Nasdaq Capital Market,

and its financial information is based on publicly available filings.

Short-term deposits

Other current assets

Non-current assets

Current liabilities

Non-current liabilities

Shareholders’ equity

Total liabilities and stockholders’ deficit

April 24, 2025 -

The amount presented above reflects

Alpha Tau’s total net loss for the period and is calculated on a straight-line basis, as there were no significant transactions

during the period.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 8 - INVESTMENT IN ASSOCIATE AT FAIR VALUE (continued):

On April 24, 2025 and December 31, 2025, the fair value of the Company’s

investment in Alpha Tau was $ 36,885 and $ 71,623 , respectively.

The Company recognized an unrealized gain on its investment in Alpha Tau

of $ 36,997 in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2025.

The fair value of Alpha

Tau’s ordinary shares held by the Company was determined using the closing price of Alpha Tau’s ordinary shares on April 24,

2025 and December 31, 2025 of $ 2.612 and $ 4.95 , respectively.

On April 24, 2025 and December 31, 2025, the Company held approximately

17 % of Alpha Tau’s ordinary shares’ voting interest.

The warrants issued under the Services Agreement are accounted for

as a separate transaction from the Alpha Tau SPA.

The fair value of the warrants is calculated based on Black-Scholes model.

Presented below is the summary of the

assumptions and estimates that were used for the valuation of the Alpha Tau warrants as of June 23, 2025, the issuance date, and December

Parameters and Assumptions

Exercise Price

Expected Term

Risk Free Rate

Dividend Rate

As of June 23, 2025, the issuance date,

the fair value of the Alpha Tau warrants was $ 2,727 .

As of December 31, 2025, the fair value of the Alpha Tau warrants was $ 6,242 .

change in fair value is recognized under “financial income (loss), net”.

NOTE 9 – CONVERTIBLE SECURED PROMISSORY NOTE

On November 14, 2025, in anticipation of the transactions contemplated

by the Lifeward Share Purchase Agreement and the Lifeward Notes Purchase Agreement described below, the Company entered into a loan agreement

with Lifeward Ltd.(“Lifeward”) pursuant to which the Company provided Lifeward with a $ 3,000 secured promissory note bearing

interest at 15 % per annum and maturing on May 14, 2026 , unless earlier repaid or converted in accordance with its terms.

The note is secured

by a lien on Lifeward’s cash and accounts receivable.

The principal and accrued

interest under the note are convertible into Lifeward ordinary shares at a conversion price of $ 5.40 per share, reflecting Lifeward’s

12-for-1 reverse share split effected on February 24, 2026, which adjusted the original conversion price of $ 0.45 per share.

elected the fair value option in accordance with ASC 825-10, Financial Instruments, for the Secured Promissory Note.

As a result, the

Secured Promissory Note is measured at fair value, with changes in fair value recognized in the comprehensive income statement.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 9 – CONVERTIBLE SECURED PROMISSORY NOTE (continued):

The valuation of the Secured Promissory

Note was performed based on the binomial model, using a discount rate of 32 %.

Presented below is the summary of the assumptions and estimates

that were used for the valuation as of December 31, 2025:

Parameters and Assumptions

Share Price $ 0.58

Conversion Rate 0.45

Maturity Date May 14, 2026

Volatility 113.38 %

Risk Free Rate 3.30 %

Yield 27.76 %

As of December

31, 2025, the fair value of the Secured Promissory Note was $ 4,637 .

For the year ended December 31, 2025, the Company recognized a gain

of $ 1,637 related to changes in the fair value of the Secured Promissory Note, which is included in financial income (expense), net in

the consolidated statements of comprehensive income (loss).

For further details, see note 21.

NOTE 10 - OTHER NON-MARKETABLE EQUITY SECURITIES:

On August 26, 2022, the Company entered into a stock purchase agreement with Diasome Pharmaceuticals, Inc.

(“Diasome”), a privately-held company, pursuant to which the Company purchased shares of Series B preferred stock of Diasome for an aggregate purchase price of approximately $ 2,700 .

Following the purchase, the Company holds less than 5 % of the issued and outstanding stock of Diasome.

The stock purchase agreement provides the Company with the option to purchase additional preferred shares of stock on a pro rata basis at similar terms to the terms and conditions of the current round contingent upon Diasome achieving certain milestones.

The Company’s non-marketable

equity securities are an investment in a company without a readily determinable fair value.

The Company accounts for this investment

under the measurement alternative in ASC 321, whereby the equity investment is recorded at cost, less impairment.

The carrying amount

is subsequently remeasured to its fair value in accordance with the provisions of ASC 820 when observable price changes occur as of the

date the transaction occurred, or it is impaired.

Any adjustments to the carrying amount are recorded in the consolidated statements

of comprehensive income (loss).

During the years ended December 31,

2025 and 2024, there was no change in the value of the Diasome investment.

NOTE 11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

On December 25, 2025, the Company entered into a Simple Agreement for Future Equity (“SAFE”) with NINA Medical Ltd.

(“Nina”), a privately-held company, pursuant to which the Company provided funding of $ 100 to Nina.

Under the terms of the SAFE, the investor will be entitled to receive preferred shares of Nina in a future equity financing round or upon certain triggering events.

The SAFE does not bear interest and has no maturity date.

Accounts payable

Payroll and related accruals

Accrued liabilities

- SHORT-TERM BORROWINGS:

August 8, 2023, the Company borrowed an aggregate of $ 99,550 pursuant to loan agreements from Israel Discount Bank Ltd.

(the “Short-Term

Borrowings”).

The Short-Term Borrowings mature on dates ranging from August 11, 2023 to May 24, 2024, bear interest ranging

from 6.66 % to 7.38 %, and are secured by certificates of deposits issued by Israel Discount Bank Ltd.

having an aggregate face amount

of $ 99,550 .

The net proceeds of the Short-Term Borrowings were used to fund the Tranche A Note (for further details, see note 4).

The Short-Term Borrowings are paid in one payment of principal and interest at each respective maturity.

As of December 31, 2024, the

Company repaid the entire Short-Term Borrowings amount.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- COMMITMENTS:

On August 21, 2020, the Company received a letter from HTIT, disputing certain pending payment obligations of HTIT under the Technology License Agreement (“TLA”).

The payment obligation being disputed is $ 6,000 , out of which only an amount of $ 2,000 has been received and has been included in deferred revenue in each of the consolidated balance sheets as of the years ended December 31, 2024, and December 31, 2023.

On February 7, 2025, the Company and HTIT entered into a JV Agreement (as defined in note 15).

Pursuant to the terms of the JV Agreement, each of the Company, the Subsidiary and HTIT irrevocably released and waived (i) any claims and demands against each other party in connection with the TLA;

and (ii) all rights, obligations and liabilities set out and arising with respect to the performance of the TLA.

For more details see note 15.

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

Accrued liabilities – Legal Fee

Accrued liabilities – Other

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 12 - SHORT-TERM BORROWINGS:

On August 8, 2023, the Company borrowed

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

(the “Short-Term Borrowings”).

Short-Term Borrowings had maturity dates ranging from August 11, 2023 to May 24, 2024 , bore interest ranging from 6.66 % to 7.38 %, and

were secured by certificates of deposits issued by Israel Discount Bank Ltd.

having an aggregate face amount of $ 99,550 .

proceeds of the Short-Term Borrowings were used to fund the Tranche A Note (for further details, see note 4).

The Short-Term Borrowings

were paid in one payment of principal and interest at each respective maturity.

As of December 31, 2024, the Company repaid the entire

Short-Term Borrowings amount .

NOTE 13 - COMMITMENTS:

On November 13, 2022, the Company entered the Medicox License Agreement with Medicox (the “Medicox License Agreement”).

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

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

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

In addition, Medicox will pay the Company up to $ 15,000 in developmental milestones, $ 2,000 of which were received by the Company in 2022, and up to 15 % royalties on gross sales.

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

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

Medicox will comply with agreed distribution targets, purchase ORMD-0801 at an agreed transfer price per capsule and will be responsible for obtaining a regulatory approval in the Republic of Korea.

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 presented under long-term deferred revenues, as well as variable consideration consisting of development milestone payments of up to $ 15,000 and sales-based royalties of up to 15 % on gross sales.

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’s obligation to stand-ready and support Medicox will be recognized on a straight-line basis over the period the Company expects to provide support to Medicox.

As of December 31, 2025, this support has not commenced, and no revenue was recognized from the Medicox License Agreement.

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

If Medicox chooses to terminate the agreement, the Company will accelerate revenue recognition and recognize it at such time.

Grants from the Israel

Innovation Authority (“IIA”)

the terms of the Company’s funding from the IIA, royalties of 3 % are payable on sales of products developed from a project so funded,

up to a maximum amount equaling 100 %- 150 % of the grants received (dollar linked) with the addition of interest at an annual rate based

the time the grants were received, successful development of the related projects was not assured.

The total amount that was received

through December 31, 2024 was $ 2,214 ($ 2,587 including interest).

All grants were received before the year ended August 31, 2020 and

recorded as a reduction of research and development expenses at that time.

of December 31, 2024, the liability to the IIA was $ 59 .

The royalty expenses which are related to the funded project were recognized

in cost of revenues in the relevant periods.

of December 31, 2024, the Company has paid a total amount of $ 556 to the IIA.

additional details see note 15.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Under the terms of the Company’s

funding from the IIA, royalties of 3 % are payable on sales of products developed from a project so funded, up to a maximum amount equaling

100 %- 150 % of the grants received (dollar linked) with the addition of interest at an annual rate based on SOFR.

All grants were received before the year

ended August 31, 2020 and recorded as a reduction of research and development expenses at that time.

At the time the grants were received,

successful development of the related projects was not assured.

The total amount that was received through December 31, 2025 was $ 2,213

($ 2,570 including interest).

On February 18, 2025, the Company received

approval from the IIA to transfer all of its IIA-funded technology to OraTech in accordance with the terms of the JV Agreement.

approval was granted upon the condition that the Company pays the aggregate IIA grant amount, plus accrued interest, less all royalties

paid to date.

On February 27, 2025, the Company fulfilled

its payment obligation by remitting $ 2,046 to the IIA, and as result the Company has no further obligations to the IIA.

The amount of

$ 1,987 was recognized in cost of revenue during the year ended December 31, 2025.

The amount of $ 59 was recognized in previous periods.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- COMMITMENTS (continued):

August 2, 2020, the Subsidiary entered into a lease agreement for its facilities in Israel.

The lease agreement is for a period of 60

months commencing September 1, 2020.

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

The annual lease payment,

including management fees, as of December 31, 2024 is approximately NIS 435 ($ 119 ).

As security for its obligation under this lease agreement,

the Company provided a bank guarantee in an amount equal to three monthly lease payments.

For accounting purposes, the lease period is

December 2, 2021, the Subsidiary entered into an addendum (the “Addendum”) to the current lease agreement for its facilities

The Addendum refers to the lease of an additional space of 264 square meters for a period of 60 months commencing February

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

The annual lease payment, including management fees,

is approximately NIS 435 ($ 119 ).

As security for its obligation under the Addendum, the Company provided a bank guarantee in an amount

equal to three monthly lease payments.

For accounting purposes, the lease commenced on February 1, 2022 as the Subsidiary did not have

access to the space until that date.

NOTE 13 - COMMITMENTS (continued):

On August 2, 2020, the Subsidiary entered

into a lease agreement for its facilities in Israel.

The lease agreement is for a period of 60 months commencing September 1, 2020.

security for its obligation under this lease agreement, the Company provided a bank guarantee in an amount equal to three monthly lease

For accounting purposes, the initial lease period was 60 months.

During the year ended December 31, 2025, the Company exercised

the extension option for a portion of its office space, extending the lease term until August 31, 2030.

In connection with the extension of

the lease agreement, the Company remeasured the right-of-use (ROU) asset and corresponding lease liability in accordance with ASC 842.

The updated balances reflect the revised lease term and related payment obligations through August 31, 2030.

On December 2, 2021, the Subsidiary

entered into an addendum (the “Addendum”) to the current lease agreement for its facilities in Israel.

The Addendum refers

to the lease of an additional space of 264 square meters for a period of 60 months commencing February 1, 2022.

The Subsidiary has the

option to extend the period for another 60 months.

For accounting purposes, the lease commenced on February 1, 2022 as the Subsidiary

did not have access to the space until that date.

For accounting purposes, the lease period is 60 months.

total expenses related to leases were $ 265 for the year ended December 31, 2024, and $ 236 for the year ended December 31,

Company has various operating leases for office space and vehicles that expire through 2027.

Below is a summary of the Company’s

operating right-of-use assets and operating lease liabilities as of December 31, 2024 and 2023:

The total expenses related to leases

were $ 238 for the year ended December 31, 2025, and $ 265 for the year ended December 31, 2024.

The Company has various operating leases

for office space and vehicles that expire through 2028.

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

lease liabilities as of December 31, 2025 and 2024:

2025 December 31,

7 unchanged sentences

Operating leases 6.3 % 3.52 %

cash flows from operating lease for the years Ended December 31, 2024 and 2023 were $ 264 and $ 267 , respectively.

payments for the Company’s right-of-use assets over the remaining lease periods as of December 31, 2024 are as follows:

Total undiscounted lease

Operating cash flows for operating lease for the years ended December

31, 2025 and 2024 were $ 292 and $ 264 , respectively.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 13 - COMMITMENTS (continued):

Leases (continued):

Lease payments for the Company’s

right-of-use assets over the remaining lease periods as of December 31, 2025 are as follows:

Total undiscounted lease payments

Present value of lease liabilities

* Future lease payments were discounted by 3 %- 7 % interest rate.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Clinical Research Organization

Services Agreement

On September 23, 2024, the Subsidiary

entered into a Clinical Research Organization Services Agreement with a third party, to retain it as a clinical research organization

The services covered by the agreement include strategic planning, expert consultation, data processing, regulatory,

clerical, project management and other research and development services requested by the Company for the Phase 3 clinical trial.

consideration for its services, the Company will pay the CRO a total amount of $ 11,577 during the term of the engagement and based on

achievement of certain milestones, of which $ 1,406 recognized in research and development expenses through December 31, 2025.

The Company modified its clinical trial protocol and overall trial

The proposed new protocol is significantly smaller in scope and will enroll fewer participants than the original trial design.

As a result of these changes, the Company is currently reexamining the terms and scope of the CRO Services Agreement to align with the

revised trial design.

See additional information in note 21.

Ruby Sapphire II Investment

On December 29, 2025, the Company entered into agreement and committed

to invest NIS 7,000 ($ 2,185 ) as a limited partner in Ruby Capital Investment Fund Sapphire II, Limited Partnership (“Ruby Sapphire

II”), an Israeli private investment fund.

The Company commitment may be drawn down over time in accordance with the fund’s

partnership agreement, and the investment is subject to the risks inherent in private investment funds, including illiquidity and the

potential loss of invested capital.

See additional information in the subsequent events note.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- COMMITMENTS (continued):

Research Organization Services Agreement

September 23, 2024, the Subsidiary entered into a Clinical Research Organization Services Agreement with a third party, to retain it

as a clinical research organization (“CRO”).

The services covered by the agreement include strategic planning, expert consultation,

data processing, regulatory, clerical, project management and other research and development services requested by the Company for the

Phase 3 clinical trial.

As consideration for its services, the Company will pay the CRO a total amount of $ 11,577 during the term of

the engagement and based on achievement of certain milestones, of which $ 775 recognized in research and development expenses through

December 31, 2024.

- STOCKHOLDERS’ EQUITY:

following are the significant capital stock transactions that took place during the years ended December 31, 2024 and 2023:

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

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

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

As of December 31, 2023 1,971,447 shares were issued under the Cantor Equity Distribution Agreement for aggregate net proceeds of $ 26,253 , no shares were issued in 2024.

The agreement terminated on March 17, 2024.

NOTE 14 - STOCKHOLDERS’ EQUITY:

The following are the significant capital

stock transactions that took place during the years ended December 31, 2025 and 2024:

On March 18, 2024, the Company entered into an at the market offering (the “StockBlock ATM Agreement”) with Rodman & Renshaw LLC and StockBlock Securities LLC, as agent, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 75,000 , through a sales agent, subject to certain terms and conditions.

2 unchanged sentences

As of December 31, 2025 no shares had been issued under the StockBlock ATM Agreement.

As of December 31, 2024, the Company had outstanding warrants exercisable starting February 25, 2020 for 20,000 shares of common stock at an exercise price of $ 4.13 per share and expiring on April 15, 2029.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- STOCKHOLDERS’ EQUITY (continued):

following table presents the warrant activity for the years ended December 31, 2024 and 2023:

ended December 31,

Warrants outstanding at beginning

Warrants outstanding

at end of year

Warrants exercisable

at end of year

June 2024, the Company’s board of directors authorized a stock buyback program pursuant to which the Company may, from time

to time, repurchase and retire up to $ 20,000 in maximum value of its common stock.

The stock buyback program does not obligate the Company

to purchase any shares and expires in 12 months.

The authorization for the stock buyback program may be terminated, increased or decreased

by the Company’s board of directors in its discretion at any time.

During 2024, the Company repurchased

and retired 1,036,976 shares of its common stock under this program for approximately $ 2,494 , including $ 10 excise tax, at an average

price of $ 2.36 per share.

As of December 31, 2025 and 2024, the Company had outstanding warrants exercisable for 20,000 shares of common stock at an exercise price of $ 4.13 per share, which become exercisable on February 25, 2020 and expire on April 15, 2029.

There was no warrant activity during the years ended December 31, 2025 and 2024.

Buyback program

In June 2024, the Company’s board

of directors authorized a stock buyback program pursuant to which the Company may, from time to time, repurchase and retire up to $ 20,000

in maximum value of its common stock.

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 Securities Exchange Act of 1934,

The stock buyback program does not obligate the Company to purchase any shares and expires in June 2025.

The authorization

for the stock buyback program may be terminated, increased or decreased by the Company’s board of directors in its discretion at

On May 21, 2025, the Company’s

board of directors authorized a one-year extension of the Company’s current stock buyback program, which was set to expire in June

2026, pursuant to which the Company may, from time to time, purchase up to $ 20,000 in maximum value of its common stock.

During 2025 and 2024, the Company repurchased

and retired shares of its common stock under this program.

During 2025 the Company repurchased 899,609 shares for $ 2,155 , including $ 6

of excise tax, at an average price of $ 2.39 per share and during 2024, the Company repurchased 1,036,976 shares for $ 2,494 , including

$ 10 of excise tax, at an average price of $ 2.4 per share.

All repurchases were funded with cash on hand.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

As of December 31, 2025, the Company

has repurchased 1,936,585 shares of its common stock under this program in the total amount of $ 4,649 .

On October 20, 2025, the Company

entered into a share repurchase agreement with HTIT, pursuant to which the Company repurchased and retired 1,155,367 shares of its

common stock at a purchase price of $ 2.23 per share, for an aggregate price of $ 2,584 , including $ 8 of excise tax.

The repurchased

shares were cancelled and retired upon closing.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- STOCK-BASED COMPENSATION:

Company makes awards only under the 2019 Plan, under which, the Company had reserved a pool of 7,500,000 shares of the Company’s

common stock which may be issued at the discretion of the board of directors from time to time.

Under this 2019 Plan, each option or

RSU is exercisable into one share of common stock of the Company.

The options may be exercised after vesting and in accordance with vesting

schedules which will be determined by the board of directors for each grant.

NOTE 14 - STOCKHOLDERS’ EQUITY (continued):

Dividends to Shareholders

On December 31, 2025, the

Company’s Board of Directors declared a special cash dividend of $ 0.25 per share of common stock, payable to holders of record

as of the close of business on January 16, 2026.

The dividend was paid on January 26, 2026.

In accordance with the terms of the

Company’s outstanding warrant agreements, holders of 20,000 warrants as of the record date were also entitled to receive a

cash payment of $ 0.25 per underlying warrant share.

Holders of RSUs granted prior to the record date, including unvested RSUs, were

entitled to receive a dividend equivalent of $ 0.25 per RSU unit, payable upon vesting of the underlying awards, as described below.

The aggregate dividend and dividend equivalent amount, including amounts attributable to outstanding warrants and unvested RSUs,

totaled $ 10,870 .

The dividend was unpaid as of December 31, 2025 and is recorded in dividends payable in the consolidated balance

Dividend equivalents declared on unvested

RSUs are subject to the same vesting conditions as the underlying awards and are forfeited if the awards do not vest.

Such dividend equivalents

are deferred and will be paid to RSU holders upon vesting of the underlying award.

In accordance with ASC 718, forfeitable dividend equivalents

on equity-classified awards are recognized as a charge to retained earnings at the date of declaration, with a corresponding liability

recorded in dividends payable.

Waiver of loan granted

to subsidiary– Oravax

As of December 31, 2025, Oravax ceased its operations.

the Company waved the loan owed by Oravax to the Company (“waver of the loan”).

In connection with the waiver of the loan

owed by Oravax to the Company, which effectively constituted a benefit to the non-controlling interest, the Company recognized the impact

as an adjustment to non-controlling interest balance, with a corresponding adjustment to additional paid-in capital.

NOTE 15 - STOCK-BASED COMPENSATION:

The Company makes awards only under

the 2019 Plan, under which, the Company had reserved a pool of 7,500,000 shares of the Company’s common stock which may be issued

at the discretion of the board of directors from time to time.

Under this 2019 Plan, each option or RSU is exercisable into one share

of common stock of the Company.

The options may be exercised after vesting and in accordance with vesting schedules which will be determined

by the board of directors for each grant.

The maximum term of the options and RSUs is 10 years.

1 unchanged sentence

options, RSUs transactions with employees and board members made during the years ended December 31, 2025 and 2024:

On April 17, 2023, the Company granted an aggregate of 868,500 RSUs representing a right to receive shares of the Company’s common stock to executive officers and board members of the Company.

The RSUs will vest in twelve equal quarterly installments starting May 1, 2023.

The total fair value of these RSUs on the date of grant was $ 1,980 , using the quoted closing market share price of $ 2.28 on the Nasdaq Capital Market on the date of grant.

On April 17, 2023, the Company granted an aggregate of 245,500 performance based RSUs (“PSUs”) representing a right to receive shares of the Company’s common stock to executive officers of the Company.

The PSUs vested on May 26, 2023, upon the Company’s common stock achieving and maintaining a specified price per share.

The total fair value of these PSUs on the date of grant was $ 550 , using the Monte-Carlo model.

On May 1, 2023, the Company granted an aggregate of 20,000 RSUs representing a right to receive shares of the Company’s common stock to a new board member.

The RSUs will vest in twelve quarterly installments starting May 1, 2023.

The total fair value of these RSUs on the date of grant was $ 49 , using the quoted closing market share price of $ 2.45 on the Nasdaq Capital Market on the date of grant.

On January 4, 2024, the Company granted an aggregate of 941,500 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company.

1 unchanged sentence

The total fair value of these RSUs on the date of grant was $ 2,250 using the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On January 4, 2024, the Company granted 294,000 performance based RSUs

(“PSUs”) representing a right to receive shares of the Company’s common stock to executive officers of the Company.

The total amount of the PSUs shall vest upon the satisfaction of certain market conditions.

The total fair value of these PSUs on the

date of grant was $ 691 , using the Monte-Carlo model, based on the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market

on the date of grant.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- STOCK-BASED COMPENSATION (continued):

On January 4, 2024, the Company granted 294,000 PSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company.

The total amount of the PSUs shall vest when the closing price per share of Common Stock of the Company on the Nasdaq Capital Market reaches an average of $ 4.00 over any 10-trading day period.

The total fair value of these PSUs on the date of grant was $ 691 , using the Monte-Carlo model, based on the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant.

NOTE 15 - STOCK-BASED COMPENSATION (continued):

On January 4, 2024, the Company granted an aggregate of 187,610 RSUs representing a right to receive shares of the Company’s common stock to board members of the Company.

9 unchanged sentences

The total fair value of these RSUs on the date of grant was $ 69 , using the quoted closing market share price of $ 2.33 on the Nasdaq Capital Market on the date of grant.

On June 20, 2024, the Company granted 34,000 PSUs representing a right to receive shares of the Company’s common stock to the Company’s Chief Financial Officer.

The total amount of the PSUs shall vest upon the later of (i) June 18, 2026 and (ii) when the closing price per share of Common Stock of the Company on the Nasdaq Capital Market reaches an average of $ 4.00 over any 10-trading day period.

The total fair value of these PSUs on the date of grant was $ 73 , using the Monte-Carlo model, based on the quoted closing market share price of $ 2.21 on the Nasdaq Capital Market on the date of grant.

On June 20, 2024, the Company granted 34,000 PSUs representing a right

to receive shares of the Company’s common stock to the Company’s Chief Financial Officer.

The total amount of the PSUs shall

vest upon the later of (i) June 18, 2026 and (ii) satisfaction of certain market conditions.

The total fair value of these PSUs on the

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

on the date of grant.

On June 21, 2024, 140,040 RSUs representing a right to receive shares of the Company’s common stock were granted to executive officer.

4 unchanged sentences

The total fair value of these RSUs on the date of grant was $ 321 , using the quoted closing market share price of $ 2.38 on the Nasdaq Capital Market on the date of grant.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

The total amount of the RSUs shall vest in equal quarterly installments of approximately 85,249 over a three year period starting with the first quarterly vesting on January 1, 2025.

The total fair value of these RSUs on the date of grant was $ 2,465 based on the quoted closing market share price of $ 2.41 on the Nasdaq Capital Market on the date of grant.

On January 2, 2025, the Company granted 328,500 PSUs representing a

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

The total amount of the PSUs shall

vest upon the satisfaction of certain performance conditions.

The total fair value of these PSUs on the date of grant was $ 792 based on

the quoted closing market share price of $ 2.41 on the Nasdaq Capital Market on the date of grant.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- STOCK-BASED COMPENSATION (continued):

to employees, directors and non-employees

summary of the status of the stock options granted to employees and directors as of December 31, 2024 and 2023 and changes during the

years ended on those dates, is presented below:

ended December 31,

outstanding at beginning of year

during the year:

outstanding at end of year

exercisable at end of year

recognized in respect of stock options granted to employees and directors, for the years Ended December 31, 2024 and 2023, were $ 213

and $ 811 , respectively.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

thousands (except share and per share data)

- STOCK-BASED COMPENSATION (continued):

to employees, directors and non-employees

following table presents summary information concerning the options granted to employees and directors outstanding as of December 31,

Exercise prices $ Number outstanding Weighted

NOTE 15 - STOCK-BASED COMPENSATION (continued):

On January 2, 2025, the Board modified 294,000 outstanding PSUs that were granted to the Company’s executive officers adjusting the vesting criteria from market condition to performance targets.

The incremental fair value arising from the modification was $ 13 .

As of December 31, 2025, the PSUs granted to the Company’s executive officers were deemed to have achieved the first updated performance target.

As a result, the Company recognized stock-based compensation expense of $ 197 for the year ended December 31, 2025, equal to the unrecognized grant-date fair value of the original award plus the incremental fair value arising from the modification.

On June 5, 2025, the Company granted an aggregate of 150,000 RSUs representing a right to receive shares of the Company’s common stock to the Company’s board members.

The RSUs granted to the board members vest in three equal annual installments on each of January 1, 2026, 2027 and 2028.

The total fair value of these RSUs on the date of grant was $ 323 , using the quoted closing market share price of $ 2.15 on the Nasdaq Capital Market on the date of grant.

On June 5, 2025, the Company granted an aggregate of 34,876 RSUs representing a right to receive shares of the Company’s common stock to the Company’s board members.

The RSUs granted to certain board members vest in four monthly installments on each of June 5, 2025, July 1, 2025, October 1, 2025 and January 1, 2026.

The total fair value of these RSUs on the date of grant was $ 75 , using the quoted closing market share price of $ 2.15 on the Nasdaq Capital Market on the date of grant.

On December 31, 2025, the Company granted an aggregate of 20,900 RSUs

representing a right to receive shares of the Company’s common stock to the Company’s board members.

The RSUs granted to the

board members vest in four equal quarterly installments starting April 1, 2026.

The total fair value of these RSUs on the date of grant

was $ 60 , using the quoted closing market share price of $ 2.85 on the Nasdaq Capital Market on the date of grant.

On December 31, 2025, the Company granted an aggregate of 120,000 RSUs representing a right to receive shares of the Company’s common stock to the Company’s board members.

The RSUs granted to certain board members vest in three equal annual installments on each of January 1, 2027, 2028 and 2029.

The total fair value of these RSUs on the date of grant was $ 342 , using the quoted closing market share price of $ 2.85 on the Nasdaq Capital Market on the date of grant.

On December 31, 2025, the Company granted an aggregate of 616,000 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company.

The RSUs will vest in eleven equal quarterly installments starting April 1, 2026.

The total fair value of these RSUs on the date of grant was $ 1,756 using the quoted closing market share price of $ 2.85 on the Nasdaq Capital Market on the date of grant.

On December 31, 2025, the Company granted an aggregate of 588,514 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company.

The RSUs vested on January 1, 2026.

The total fair value of these RSUs on the date of grant was $ 1,677 , using the quoted closing market share price of $ 2.85 on the Nasdaq Capital Market on the date of grant.

On December 31, 2025, the Company granted 166,000 PSUs representing

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

The PSUs vest upon the satisfaction

of certain performance conditions.

The total fair value of these PSUs on the date of grant was $ 472 , using the quoted closing market share

price of $ 2.85 on the Nasdaq Capital Market on the date of grant.

ORAMED PHARMACEUTICALS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 15 - STOCK-BASED

COMPENSATION (continued):

On December 31, 2025, the Company granted 166,000 PSUs representing

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

The PSUs vest upon the satisfaction

of certain performance conditions or certain market conditions.

The total fair value of these PSUs on the date of grant was $473, using

the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant.

See additional information in note 21(c).

employees, directors and non-employees

A summary of the status of the stock

options granted to employees and directors as of December 31, 2025 and 2024 and changes during the years ended on those dates, is presented

Year ended December 31,

Options outstanding at beginning of year

Changes during the year:

Options outstanding at end of year

Options exercisable at end of year

Expenses recognized in respect of stock

options granted to employees and directors, for the years Ended December 31, 2025 and 2024, were $ 89 and $ 213 , respectively.

Options to employees,

directors and non-employees

The following table presents summary

information concerning the options granted to employees and directors outstanding as of December 31, 2025:

Exercise prices $ Number

outstanding Weighted

Life Years Weighted

3 unchanged sentences

1,660,383 4.02 7.21

of December 31, 2024, there were $ 122 of unrecognized compensation costs related to non-vested options previously granted to employees

and directors.

The unrecognized compensation costs are expected to be recognized over a weighted average period of 0.6 years.

options granted to non-employees were outstanding and exercisable as of December 31, 2024 and 2023.

The Company recorded no stock-based

compensation related to non-employees’ awards during the years ended December 31, 2024 and 2023.

During the years ended December

31, 2024 and 2023, no options were exercised.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 15 - STOCK-BASED COMPENSATION (continued):

Options to employees,

directors and non-employees (continued):

As of December 31, 2025, there were

no unrecognized compensation costs related to non-vested options previously granted to employees and directors.

47,000 options granted to non-employees

were outstanding and exercisable as of December 31, 2025 and 2024.

The Company recorded no stock-based compensation related to non-employees’

awards during the years ended December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024, no options were exercised.

As of December 31, 2025, there were

no unrecognized compensation costs related to non-vested options previously granted to non-employees.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- STOCK-BASED COMPENSATION (continued):

to employees, directors and non-employees (continued):

following table presents summary information concerning the options granted to non-employees outstanding as of December 31, 2024:

prices $ Number outstanding Weighted

Options to employees,

directors and non-employees

The following table presents summary

information concerning the options granted to non-employees outstanding as of December 31, 2025:

Range of exercise prices $ Number

outstanding Weighted

Life Years Weighted

3.74-5.08 47,000 3.98 4.31

following table summarizes the activities for unvested RSUs and PSUs granted to employees and directors for the years ended December

31, 2024 and 2023:

Outstanding at the beginning

Restricted stock units

The following table summarizes the

activities for unvested RSUs and PSUs granted to employees and directors for the years ended December 31, 2025 and 2024:

Number of RSUs

Outstanding at the beginning of year

Changes during the year:

Outstanding at the

end of the year

Vested during the

Vested and unissued

Company recorded compensation expenses related to RSUs of $ 3,787 for the year ended December 31, 2024 and $ 3,210 for the year ended December

of December 31, 2024, there were unrecognized compensation costs of $ 1,630 related to RSUs.

The unrecognized compensation costs are expected

to be recognized over a weighted average period of 0.68 year.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In thousands (except share and per share data)

- STOCK-BASED COMPENSATION (continued):

stock units (continued):

The Company recorded compensation

expenses related to RSUs granted to non-employees of $ 26 for the year ended December 31, 2023.

No compensation expenses recorded for the

year ended December 31, 2024.

( 1,410,437 )

Outstanding at the end of the year

Vested during the year

Vested and unissued at year end

The Company recorded compensation expenses

related to RSUs and PSUs of $ 5,063 for the year ended December 31, 2025 and $ 3,787 for the year ended December 31, 2024.

As of December 31, 2025, there were

no unrecognized compensation costs related to RSUs.

The Company recorded total compensation expenses of $ 4,053 and $ 4,212

for the years ended December 31, 2024 and 2023, respectively.

$ 1,998 and $ 1,718 were included in Research and Development expenses, $ 2,055

and $ 2,933 were included in General and Administrative expenses and $ 0 and $( 440 ) were included in Sales and Marketing for the years ended

December 31, 2024 and 2023, respectively.

For additional information regarding

RSUs and PSUs granted in 2025, see note 15.

- FINANCIAL INCOME AND EXPENSES:

Financial income

Income from interest on deposits

Exchange rate differences, net

Income from interest on corporate bonds

unrecognized compensation costs of $ 5,041 related to RSUs and PSUs.

The unrecognized compensation costs are expected to be recognized

over a weighted average period of 0.72 year.

The Company recorded total compensation

expenses of $ 5,152 and $ 4,053 for the years ended December 31, 2025 and 2024, respectively.

$ 1,893 and $ 1,998 were included in Research

and Development expenses, $ 3,259 and $ 2,055 were included in General and Administrative expenses for the years ended December 31, 2025

and 2024, respectively.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 16 – INCOME (LOSS) PER SHARE OF COMMON STOCK:

The following table summarizes the calculation of basic and diluted

income per common stock (in thousands, except for share and per share amounts):

Basic income (loss) per common stock (numerator):

Net income (loss) applicable to common stock

Adjustment for dividends attributable to unvested RSUs

Net income (loss) applicable to common stock – basic

common stock (denominator):

Weighted average number of common stock – basic

Basic income (loss) per common stock

Diluted income (loss) per common stock (numerator):

Net income (loss) applicable to common stock – basic

Adjustment for dividends attributable to unvested RSUs

Net income (loss) applicable to common stock – diluted

common stock (denominator):

Weighted average number of common stock – basic

Diluted effect of RSUs

Weighted average number of common stock – diluted

Diluted income (loss) per common stock

For the year ended December 31,

2025, options to purchase common stock, RSUs and warrants totaling 1,847,946 were excluded from the calculation of diluted income

per common stock, as their effect was antidilutive.

As the Company had a net loss for the year ended December 31, 2024, all

potentially dilutive common stock, including options, warrants and RSUs totaling 3,549,490 , were considered antidilutive and

therefore excluded from the calculation of diluted income per common stock for the period.

NOTE 17 - FINANCIAL INCOME (LOSS), NET:

Revaluation of investments, net:

Money Market Interest Income

Financial expenses

Exchange rate differences, net

Bank and broker commissions

Revaluation of securities, net

Revaluation of investments, net (see note 4)

Fees regarding Scilex transaction

Interest expenses

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revaluation of Scilex, net (see note 4)

Revaluation of Hapisga, net (see note 7)

Revaluation of Alpha Tau, net (see note 8)

Revaluation of RoyaltyVest loan, net (see note 4)

Revaluation of Profit Sharing Loan Agreement (see note 4)

Revaluation of Convertible Note (see note 9)

Revaluation of other marketable securities (see note 4)

Interest Income

Exchange rate

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- TAXES ON INCOME:

NOTE 18 - TAXES ON INCOME:

Taxes on income included in the consolidated

statements of comprehensive income (loss) represent current taxes due to taxable income of the Company.

taxation in the U.S.

applicable corporate tax rate for the Company is 21 %.

As of December 31, 2024, the Company has utilized all of its outstanding

net operating loss (“NOL”).

Oravax had an accumulated tax loss carryforward of approximately $ 3,386 (as of December 31, 2023,

tax laws, subject to certain limitations, carryforward tax losses originating in tax years beginning after January

1, 2018, have no expiration date, but they are limited to 80 % of the company’s taxable income in any given tax year.

tax losses originating in tax years beginning prior to January 1, 2018, expire 20 years after the year in which incurred.

taxation in Israel

Subsidiary is taxed in accordance with Israeli tax laws.

Corporate taxation in

The applicable corporate tax rate for

the Company is 21 %.

As of December 31, 2025, the Company

has utilized all of its outstanding net operating loss (“NOL”).

Oravax had an accumulated tax loss carryforward of approximately

$ 3,395 (as of December 31, 2024, $ 3,386 ).

tax laws, subject to certain limitations, carryforward tax losses originating in

tax years beginning after January 1, 2018, have no expiration date, but they are limited to 80 % of the company’s taxable income

in any given tax year.

Carryforward tax losses originating in tax years beginning prior to January 1, 2018, expire 20 years after the

year in which incurred.

Corporate taxation in

The Subsidiary is taxed in accordance

with Israeli tax laws.

The corporate tax rate applicable to 2025 and 2024 is 23 %.

of December 31, 2024, the Subsidiary and Oravax Medical Ltd.

had an accumulated tax loss carryforward of approximately $ 114,000 (as of

December 31, 2023, approximately $ 102,000 ).

Under the Israeli tax laws, carryforward tax losses have no expiration date.

As of December 31, 2025, the Subsidiary and Oravax Medical Ltd.

an accumulated tax loss carryforward of approximately $ 115,623 (as of December 31, 2024, approximately $ 113,419 ).

Under the Israeli tax

laws, carryforward tax losses have no expiration date.

Cash paid for income taxes

Cash paid for U.S.

federal income taxes was $ 3,318 and $ 0 for the years

ended December 31, 2025 and 2024, respectively.

Deferred income taxes

5 unchanged sentences

Less - valuation allowance

Net deferred tax assets

taxes are determined based on temporary differences between financial reporting and tax bases of assets and liabilities and are measured

using the enacted tax rates and laws that will be in effect when the differences are expected to reverse.

of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and

carryforwards are expected to be available to reduce taxable income.

As the achievement of required future taxable income is uncertain,

the Company recorded a full valuation allowance.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Net deferred tax liability

Deferred taxes are determined based

on temporary differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates

and laws that will be in effect when the differences are expected to reverse.

The Company maintains a full valuation allowance against the deferred

tax assets of certain entities, as management has determined that it is not more likely than not that such deferred tax assets will be

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- TAXES ON INCOME (continued):

NOTE 18 - TAXES ON INCOME (continued):

Income (Loss) before taxes on income and income taxes included in the consolidated statements of comprehensive income (loss)

1 unchanged sentence

Taxes on income (tax benefit):

(*) Based on anticipated gains from the 2023 Scilex Transaction

and 2024 Refinancing, the Company anticipates taxable income for the year ending December 31, 2024.

As a result, the Company fully

utilized its tax loss carryforward and incurred associated tax expenses.

During the year ended December 31, 2024, the Company recognized

tax expenses of $ 3,194 .

Tax provision of $ 3,194 has been classified to Accounts payable and accrued expenses.

Reconciliation

of the statutory tax benefit to effective tax expense

is a reconciliation of the theoretical tax expense, assuming all income is taxed at the regular tax rates applicable to companies in

the United States, and the actual tax expense:

Income (loss) before income taxes as reported in the consolidated statement of comprehensive income (loss)

Deferred Taxes:

Prior Year Taxes:

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 18 - TAXES ON INCOME (continued):

Reconciliation of the

statutory tax benefit to effective tax expense

Following is a reconciliation of the

theoretical tax expense, assuming all income is taxed at the regular tax rates applicable to companies in the United States, and the

actual tax expense.

The amounts for 2024 are presented prior to the adoption of ASU 2023-09, while the amounts for 2025 are presented

after its adoption.

Income (loss) before taxes expenses

Statutory tax (benefit) expense – 21 %

Increase (decrease) in income taxes resulting from:

Change in the balance of the valuation allowance for deferred tax

Change in valuation allowance

Disallowable deductions

3 unchanged sentences

Taxes on income for the reported year

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Year ended December 31, 2025

federal statutory tax rate

Foreign tax effects

Share-based payment awards

Changes In Valuation allowance

Statutory tax rate difference between Israel and United States

Effect of cross-border tax laws

Change in the valuation allowance

Nontaxable or nondeductible items

Effective Tax Rate

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- TAXES ON INCOME (continued):

in Income Taxes

740, “Income Taxes” requires significant judgment in determining what constitutes an individual tax position as well as assessing

the outcome of each tax position.

Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate

of the effective tax rate and consequently, affect the operating results of the Company.

The Company recognizes interest and penalties

related to its tax contingencies as income tax expense.

following table summarizes the activity of the Company unrecognized tax benefits:

NOTE 18 - TAXES ON INCOME (continued):

Uncertainty in Income

ASC 740, “Income Taxes”

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

Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate of the effective tax

rate and consequently, affect the operating results of the Company.

The Company recognizes interest and penalties related to its tax

contingencies as income tax expense.

The following table summarizes the

activity of the Company unrecognized tax benefits:

Balance at Beginning of Year

Decrease in uncertain

tax positions for the current year

Balance at End of

Company does not expect unrecognized tax expenses to change significantly over the next 12 months.

Company is subject to U.S.

Federal income tax examinations for the tax years of 2020 through 2023.

Subsidiary is subject to Israeli income tax examinations for the tax years of 2019 through 2023.

Decrease in uncertain tax positions for the current year

Balance at End of Year

The Company does not expect unrecognized

tax expenses to change significantly over the next 12 months.

The Company is subject to U.S.

income tax examinations for the tax years of 2021 through 2025.

The Subsidiary is subject to Israeli

income tax examinations for the tax years of 2019 through 2025.

Valuation Allowance Rollforward

2 unchanged sentences

Year ended December 31, 2024

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- SEGMENT REPORTING :

The Company’s Chief Executive

Officer, serving as the Chief Operating Decision Maker (CODM), evaluates operational performance and makes resource allocation decisions

based on net income (loss), which is reported in the consolidated statements of comprehensive income (loss).

The Company has determined

that it operates in a single reportable segment, focused on research and development activities related to its proprietary products and

technologies.

NOTE 19 - SEGMENT REPORTING :

The Company’s Chief Executive Officer , serving as the Chief Operating

Decision Maker (CODM), evaluates operational performance and makes resource allocation decisions based on net income (loss), which is

reported in the consolidated statements of comprehensive income.

The Company has determined that it operates in a single reportable segment,

focused on research and development activities related to its proprietary products and technologies.

The CODM monitors budgeted versus actual

net income (loss), using this measure to assess segment performance and guide financial planning, which is consistent with the financial

In addition to its research and development activities, the Company holds financial investments, including a material investment

in Scilex, see note 4.

net income, using this measure to assess segment performance and guide financial planning, which is consistent with the financial statements.

In addition to its research and development activities, the Company holds financial investments, including a material investment in Scilex,

Hapisga and Alpha Tau, see note 4, note 7 and note 8.

The CODM monitors these investments separately from operational performance.

Income and expenses related to financial

instruments are reported as finance income (expenses) in the consolidated statements of comprehensive income (loss), reflecting their

distinct nature from core business operations.

- RELATED PARTY TRANSACTIONS:

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

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

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

The Consulting Agreements, as amended, provide that KNRY will be reimbursed for reasonable expenses incurred in connection with performance of the Consulting Agreements and that the monthly consulting fee paid to the President and Chief Executive Officer and the Chief Scientific Officer is NIS 146,705 ($ 40 ) and NIS 106,400 ($ 29 ), respectively.

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

President and Chief Executive Officer, replacing his above-mentioned consulting agreement through KNRY, substantially on the same terms,

in order to allocate his time and services between the Company and the Subsidiary.

as of January 1, 2024, the monthly consulting fee of the Chief Scientific Officer is NIS 117,040 ($ 32 ).

Effective as of July 1,

2024, the monthly consulting fee of the Chief Scientific Officer is NIS 134,550 ($ 37 ).

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

(“Shnida”), whereby the President and

Chief Executive Officer, through Shnida, provides services as President and Chief Executive Officer of the Company.

The agreement is

terminable by either party upon 140 days prior written notice.

The agreement provides that Shnida will be reimbursed for reasonable expenses

incurred in connection with performance of the agreement.

Effective as of January 1, 2024, the President and Chief Executive Officer

and expenses related to financial instruments are reported as financial income in the consolidated statements of comprehensive income,

reflecting their distinct nature from core business operations.

NOTE 20 - RELATED PARTY TRANSACTIONS:

Scientific Officer

On July 1, 2008, the Subsidiary entered

into a consulting agreement with KNRY Ltd.

(“KNRY”), an Israeli company owned by the Company’s Chief Scientific Officer,

whereby the Chief Scientific Officer, through KNRY, provides services to the Company (the “Consulting Agreement”).

The Consulting

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

The Consulting Agreement, as amended, provides that KNRY

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

Effective as of July 1, 2024, the monthly

consulting fee of the Chief Scientific Officer is NIS 134,550 ($ 40 ).

Effective as of April 1, 2025, the

Company entered into a consulting agreement with KNRY, whereby the Chief Scientific Officer, through KNRY, provides services as Chief

Scientific Officer of the Company.

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

The agreement provides

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

The Chief Scientific Officer

receives a monthly consulting fee of NIS 67,275 ($ 20 ).

Effective as of July 1, 2024, the monthly consulting fee of the President and

Chief Executive Officer is NIS 111,349 ($ 31 ).

Pursuant to the agreement, Shnida and the President and Chief Executive Officer each agree

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

Pursuant to the agreement, KNRY and the Chief Scientific Officer each agree that

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

of the Company.

In addition, the Company, through

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

2022, pursuant to which, effective as of January 1, 2024, the President and Chief Executive Officer receives gross monthly salary of

NIS 51,591 ($ 14 ) in consideration for his services as President and Chief Executive Officer of the Subsidiary.

Effective as of July

1, 2024, the President and Chief Executive Officer receives gross monthly salary of NIS 59,330 ($ 16 ) in consideration for his

services as President and Chief Executive Officer of the Subsidiary.

In addition, the President and Chief Executive Officer is

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

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Effective as of January 1, 2026, monthly

consulting fee of the Chief Scientific Officer is NIS 71,648 ($ 22 ).

In addition, the Company, through the

Subsidiary, has entered into an employment agreement with the Chief Scientific Officer, effective as of April 1, 2025, pursuant to which

the Chief Scientific Officer receives a gross monthly salary of NIS 51,750 ($ 16 ) in consideration for her services as Chief Scientific

Officer of the Subsidiary.

In addition, the Chief Scientific Officer is provided with a phone and a company car pursuant to the terms

of her agreement.

Effective as of January 1, 2026, the

gross monthly salary of the Chief Scientific Officer is NIS 55,114 ($ 17 ).

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- RELATED PARTY TRANSACTIONS (continued):

NOTE 20 - RELATED PARTY TRANSACTIONS (continued):

and Chief Executive Officer

Effective as of July 1, 2024, the Company

entered into a consulting agreement with Shnida Ltd.

(“Shnida”), whereby the Company’s President and Chief Executive

Officer, through Shnida, provides services as President and Chief Executive Officer of the Company.

The agreement is terminable by either

party upon 140 days prior written notice.

The agreement provides that Shnida will be reimbursed for reasonable expenses incurred in connection

with performance of the agreement.

Effective as of January 1, 2024, the President and Chief Executive Officer receives a monthly consulting

fee of NIS 111,349 ($ 34 ).

Pursuant to the agreement, Shnida and the President and Chief Executive Officer each agree that during the

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

Effective as of January 1, 2026, the

monthly consulting fee of the Chief Executive Officer is NIS 118,587 ($ 37 ).

In addition, the Company, through the

Subsidiary, has entered into an employment agreement with the President and Chief Executive Officer, effective as of July 1, 2024, pursuant

to which, effective as of January 1, 2024, the President and Chief Executive Officer receives gross monthly salary of NIS 59,330 ($ 18 )

in consideration for his services as President and Chief Executive Officer of the Subsidiary.

In addition, the President and Chief Executive

Officer are provided with a phone and a company car pursuant to the terms of his agreement.

Effective as of January 1, 2026, the

gross monthly salary of the Chief Executive Officer is NIS 63,186 ($ 20 ).

Balances with related parties:

Accounts payable and accrued expenses - Shnida

Accounts payable and accrued expenses - KNRY

Accounts payable and accrued expenses - Miriam Kidron

Total payable to related parties

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 20 - RELATED PARTY TRANSACTIONS (continued):

Expenses to related parties:

Nadav Kidron (President

and Chief Executive Officer)

- SUBSEQUENT EVENTS:

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

Company’s executive officers.

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

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

The total fair value of these RSUs on the date of grant

was $ 2,465 based on the quoted closing market share price of $ 2.41 on the Nasdaq Capital Market on the date of grant.

January 2, 2025, the Company granted 328,500 PSUs representing a right to receive shares of the Company’s common stock to the Company’s

executive officers.

The total amount of the PSUs shall vest upon at the earliest of (1) the closing of a joint venture (“JV”)

transaction with HTIT;

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

The total fair

value of these PSUs on the date of grant was $ 792 based on the quoted closing market share price of $ 2.41 on the Nasdaq Capital Market

on the date of grant.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Miriam Kidron (Chief Scientific Officer)

Nadav Kidron (President and Chief Executive Officer)

Total expenses to related parties

NOTE 21 - SUBSEQUENT EVENTS:

Transaction and 2024 Refinancing

In connection with Note 4, regarding the Tranche B Note, on January

7, 2026, the Company received a repayment from Scilex of $ 3,396 ($ 3,125 of the principal amount and $ 271 interest).

On February 27, 2026,

the Company received a payment of $ 395 from Scilex representing royalties owed for the three months ended December 31, 2025.

In connection with Note 14, on January

22, 2026, the Company distributed a dividend in the amount of $ 10,061 to its shareholders.

In connection with Note 15, during January 2026, the applicable market condition related to 166,000

PSUs previously granted to the Company’s executive officers was satisfied.

As a result, such PSUs vested in full.

Subsequent to December 31, 2025 and through March 26, 2026, the Company

purchased an additional 6,401,939 ordinary shares of Nano for an aggregate purchase price of $ 12,308 and the Company sold 1,269,987 ordinary

shares of Nano for aggregate proceeds of $ 2,606 .

Following these transactions, the Company holds an aggregate of 10,568,743 ordinary shares

of Nano, representing approximately 5.02 % of its outstanding share capital as of March 26, 2026.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- SUBSEQUENT EVENTS (continued):

PSUs granted (continued):

The Company modified 294,000 outstanding

PSUs that were granted to the Company’s Executive Officers, adjusting the vesting criteria and performance targets.

will recognize stock-based compensation expense equal to the unrecognized grant-date fair value of the original award plus any incremental

fair value arising from the modification over the remaining requisite service period.

As of March 27, 2025, all PSUs that

granted to the Company’s Executive Officers achieved the first updated performance target.

B Note Consent

On January 2, 2025, the Company and other Tranche B Noteholders entered

into deferral and consent agreements with Scilex (the “Tranche B Consent”), deferring Scilex’s first amortization payment

under the Tranche B Note to October 8, 2026.

In consideration, the Company received $ 877 ($ 555 of the principal amount and $ 322 accrued

interest), and 2,500,000 Scilex Common Stock shares.

addition, as part of the Tranche B Consent and contingent upon certain conditions that were met:

● Scilex and the Tranche B Noteholders agreed to a 10-year, assignable 4 % royalty on global net sales of Gloperba and Elyxyb, excluding Elyxyb sales in Canada, with the Company entitled to 2 %.

Gloperba, an oral liquid colchicine formulation for gout, and Elyxyb, an oral solution for acute migraine treatment, represent key assets in Scilex’s portfolio.

The agreement was signed on February 28, 2025.

● The Tranche B Noteholders have the option to fund up to 50 % of the cash purchase price for Ex-US Product Rights to Gloperba and Elyxyb (excluding Elyxyb in Canada) and will receive proportional revenues from commercialization and licensing.

● Scilex granted the Tranche B Noteholders exclusive rights to develop and commercialize Elyxyb in Canada, entitling them to 50 % of net revenue.

A Note Maturity Date Extension Amendment

January 21, 2025, the Company entered into an amendment to the Tranche A Note (the “Tranche A Extension Amendment”), extending

the maturity date from March 21, 2025, to December 31, 2025 (the “Extended Maturity Date”).

Interest will continue to accrue

and be payable on the Extended Maturity Date.

In consideration of the extension, the Company received 3,250,000 shares of Scilex Common

License Agreement

part of the binding term sheet signed with Scilex under the Tranche B Note, on February 22, 2025, the Company, through its 50 % ownership

in RoyaltyVest, entered into an additional License Agreement with Scilex.

Under this agreement, RoyaltyVest acquired exclusive rights

to develop, manufacture, and commercialize lidocaine-based products, including ZTlido (lidocaine topical system 1.8%) and SP-103, outside

the United States.

As part of the arrangement, RoyaltyVest and Scilex will each receive 50 % of the net profits from the commercialization

of these products.

Given the Company’s 50 % ownership in RoyaltyVest, Oramed effectively holds a 25 % share in the profits generated

under this agreement.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 21 - SUBSEQUENT EVENTS (continued):

Subsequent to December 31, 2025 and through March 26, 2026, the Company

sold 6,577 shares of Pelthos common stock for aggregate proceeds of $ 173 .

Following these sales, the Company hold 143,423 shares of Pelthos

common stock.

In connection with note 9, on February 12, 2026, we agreed to provide

Lifeward with an additional secured promissory note with an initial principal amount of $ 525 , which may be increased by up to an additional

$ 975 , bearing interest at 24 % per annum and secured by a lien on Lifeward’s cash.

As of March 26, 2026, we had funded $ 1,025 under

this additional note.

outstanding principal and accrued interest under the secured promissory notes are expected to be rolled into the Initial Notes issued

under the Lifeward Notes Purchase Agreement described below.

Lifeward Share Purchase Agreement

On January 12, 2026, the Company entered into a Share Purchase Agreement

(“Lifeward Share Purchase Agreement”) with Lifeward and OraTech pursuant to which Lifeward agreed to acquire all of the outstanding

equity interests of OraTech from the Company (“Share Purchase Transaction”).

Prior to the closing, the Company transferred

to OraTech all intellectual property and related assets relating to our POD™ (Protein Oral Delivery) technology platform, together

with cash to fund the next planned clinical trial and related development activities.

As a result, commencing on the closing date of March

25, 2026, research and development expenses will be borne by OraTech.

In consideration for the acquisition of Oratech, Lifeward issued to

(i) Lifeward Ordinary Shares and pre-funded warrants to purchase Lifeward Ordinary Shares representing up to 49.99 % of Lifeward’s

fully diluted equity capitalization at closing, subject to adjustments, representing less than 45.0 % of the outstanding Lifeward Ordinary

Shares at closing;

(ii) warrants to purchase Lifeward Ordinary Shares equal to the quotient of Lifeward’s net cash at closing divided

by an exercise price of $ 5.40 per share, reflecting Lifeward’s 12-for-1 reverse share split effected on February 24, 2026 (which

adjusted the original exercise price of $ 0.45 per share), subject to adjustments (“Share Purchase Warrants”), and (iii) revenue-sharing

payments equal to 4 % of the net revenue from Lifeward’s ReWalk Personal Exoskeleton products and related extended warranties for

up to 10 years following closing, subject to certain caps and early termination upon the occurrence of specified events.

The closing of the Initial Notes was subject to customary closing conditions,

including the approval of Lifeward’s shareholders for the issuance of more than 19.99 % of Lifeward Ordinary Shares in accordance

with Nasdaq listing standards.

Such shareholder approval was obtained on March 12, 2026.

In connection with the transaction,

Lifeward agreed to file a resale registration statement with the SEC covering the Lifeward Ordinary Shares issued in the transaction

and those issuable upon exercise of the pre-funded warrants and warrants described above as soon as practicable following closing, but

no later than 75 days after closing, and to use commercially reasonable efforts to have such registration statement declared effective

within 75 days after closing (or 105 days in the event of a full SEC review).

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- SUBSEQUENT EVENTS (continued):

Estate – Castel

In January 2025, the Company entered into an agreement to acquire a

parcel of land in Mevaseret Zion, Israel for a total purchase price of NIS 5,800 ($ 1,586 ).

The transaction is structured in installments,

and as of March 27, 2025, the Company has paid $ 1,210 toward the acquisition price.

Under the agreement, the developer is responsible

for executing all development-related activities, and the company and the developer will share the profits upon the future sale of the

The Company is currently evaluating the appropriate accounting treatment.

Supplemental Agreement

February 7, 2025, the Company and HTIT entered into a Joint Venture Agreement (the “JV Agreement”), amending the original

agreement signed on January 22, 2024.

The JV was formed to advance the development and commercialization of oral insulin, combining the

Company’s proprietary technology and funding with HTIT’s manufacturing capabilities.

Through this partnership, the JV will

have the technology, resources, and production capacity to bring oral insulin to market.

initial closing, set for April 30, 2025, includes an investment of $ 40,000 by HTIT and $ 7,500 by the Company into OraTech.

Additionally,

the Company will transfer all its intellectual property rights to OraTech.

Upon completion, both HTIT and the Company will receive OraTech

second closing, contingent on Nasdaq listing approval, involves a $ 20,000 investment by HTIT and an additional $ 7,500 investment by the

It is expected to close by May 31, 2025, but no later than September 1, 2025.

agreement also outlines the spin-off of OraTech, requiring regulatory filings and the distribution of at least 60 % of the Company’s

stake in OraTech to its shareholders.

Both the Company and HTIT agreed to a 120-day lock-up period post-listing, restricting share sales.

part of the JV Agreement, HTIT will receive $ 20,000 at the initial closing and $ 10,000 at the second closing under a Supply Agreement

with OraTech.

February 18, 2025, the Company received approval from the Israel Innovation Authority (IIA) to transfer all of its IIA-funded technology

to OraTech in accordance with the terms of the JV agreement.

This approval was granted upon the condition that the Company pays the aggregate

IIA grant amount, plus accrued interest, less all royalties paid to date.

February 27, 2025, the Company fulfilled its payment obligation by remitting $ 2,031 to the IIA, and as result the Company has no further

obligations to the IIA.

PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 21 - SUBSEQUENT EVENTS (continued):

Pre-Funded Warrants and Share Purchase

The Share Purchase Warrants will be immediately exercisable upon issuance

at an initial exercise price of $ 5.40 per share, reflecting Lifeward’s 12-for-1 reverse share split effected on February 24, 2026

(which adjusted the original exercise price of $ 0.45 per share), and will expire five years from the date of issuance.

The exercise price

is subject to customary anti-dilution adjustments.

The Pre-Funded Warrants will have an

exercise price of $ 0.0012 per share (reflecting the reverse-split adjusted price of the original $ 0.0001 per share), subject to customary

adjustments, and will remain exercisable until exercised in full.

The Company may not exercise any portion

of the Pre-Funded Warrants or Share Purchase Warrants to the extent that, after giving effect to such exercise, the Company and our affiliates

would beneficially own more than 45.0 % of the outstanding Lifeward Ordinary Shares.

This limitation will automatically increase to 49.99 %

once (i) the Investors no longer hold any Notes and (ii) the Investors have sold all Note Shares issued or issuable upon conversion of

the Notes and related warrants.

The Company may increase the beneficial ownership limitation upon at least 61 days’ prior notice

provided that, for so long as certain Lifeward warrants outstanding as of the issuance date remain outstanding, any such

increase will require Lifeward’s consent, which may not be unreasonably withheld, conditioned or delayed.

In connection

with the execution of the Lifeward Share Purchase Agreement, the Company entered into a lock-up agreement for a period of 120 days after

the Closing, without the prior written consent of Lifeward.

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

- SUBSEQUENT EVENTS (continued):

On March 4, 2025, the Company, through RoyaltyVest, participated in

a registered direct offering by BioXcel Therapeutics, Inc.

BTAI) (“BioXcel”), acquiring 2,000,000 shares of BioXcel’s

common stock and accompanying warrants to purchase up to an additional 2,000,000 shares.

The shares and warrants were purchased at a combined

offering price of $ 3.50 per share and warrant, representing 50 % of the total 4,000,000 shares issued in the offering.

The warrants have

an exercise price of $ 4.20 per share, are immediately exercisable, and will expire five years from the date of issuance.

is a biopharmaceutical company leveraging artificial intelligence to develop innovative medicines in neuroscience and immuno-oncology.

Its lead programs focus on treatments for agitation in neuropsychiatric disorders and other central nervous system conditions.

As of March 27, 2025, the Company, through RoyaltyVest, has sold 869,992

shares and continues to hold 1,130,008 shares of BioXcel common stock.

Estate Transactions

On March 24, 2025, the Company entered into a loan agreement to finance

a purchase of a real estate asset in Jerusalem Israel in the amount of $ 22,650 .

The loan has a one-year maturity and is secured by a first-ranking

mortgage on a property valued at approximately $ 800,000 , providing significant collateral coverage.

The loan bears an annual interest

rate of 12 %.

NOTE 21 - SUBSEQUENT EVENTS (continued):

Clinical Trial Management Agreement

In connection with the Lifeward Share Purchase Agreement, the Company

agreed to entered into a clinical trial management (the “Clinical Trial Management Agreement”) with Oratech, pursuant to which

the Company agreed to manage the clinical study of Oratech’s investigational oral insulin capsule product (the “Study”),

including providing clinical trial management and administrative services through study completion (the “Services”).

In consideration

for the Services, OraTech will reimburse to the Company for all reasonable out-of-pocket expenses actually incurred by the Company in

providing the Services and payments made on behalf of OraTech to third parties and vendors, such as clinical sites, if applicable, subject

to certain limitations and maximum payments as set forth in the Clinical Trial Management Agreement.

The Clinical Trial Management Agreement

will terminate upon completion of the Study unless earlier terminated in accordance with the terms set forth therein.

Notes Securities Purchase Agreement

On January 12, 2026, the Company entered into a Securities Purchase

Agreement (the “Lifeward Notes Purchase Agreement”) with Lifeward and other investors pursuant to which the Company agreed

to purchase, in a private placement, up to $ 18,000 of senior secured convertible notes issued by Lifeward, together with accompanying

warrants to purchase Lifeward Ordinary Shares.

At the initial closing, which occurred on March 25, 2026, the Company

agreed to purchase $ 9,000 aggregate principal amount of such notes (the “Initial Notes”).

The Notes bear interest at 8 % per

annum, payable semi-annually, and mature three years from the date of issuance.

The Notes are convertible into Lifeward Ordinary Shares

at an initial conversion price of $ 5.40 per share, reflecting Lifeward’s 12-for-1 reverse share split effected on February 24, 2026

(which adjusted the original conversion price of $ 0.45 per share), subject to customary anti-dilution adjustments.

The Company also agreed to purchase an additional $ 9,000 aggregate

principal amount of notes (the “Additional Notes”) and together with the Initial Notes (the “Notes”) together

with accompanying warrants, on substantially the same terms as the Initial Notes.

The closing of the Additional Notes

is subject to customary closing conditions and either:

(i) Lifeward achieving at least a 150 %

increase in ReWalk unit sales compared to the trailing twelve-month period immediately preceding the Additional Closing;

ORAMED PHARMACEUTICALS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In thousands (except share and per share data)

NOTE 21 - SUBSEQUENT EVENTS (continued):

Lifeward (continued):

(ii) the closing price of Lifeward

Ordinary Shares equaling or exceeding $ 13.80 per share , reflecting Lifeward’s 12-for-1

reverse share split (which adjusted the original $ 1.15 threshold), for 10 consecutive trading

days immediately prior to the Additional Closing.

The closing of the Notes was subject to customary closing conditions,

including the approval of Lifeward’s shareholders for the issuance of more than 19.99 % of Lifeward Ordinary Shares in accordance

with Nasdaq listing standards.

Such shareholder approval was obtained on March 12, 2026.

In connection with the transaction,

Lifeward agreed to file a resale registration statement with the SEC covering the Lifeward Ordinary Shares issuable upon conversion of

the Notes and exercise of the related warrants within 30 days after the Initial Closing , and

to use commercially reasonable efforts to have the registration statement declared effective within

45 days thereafter (or 75 days in the event of a full SEC review).

Company is currently evaluating the

accounting treatment of these transactions and the impact on its consolidated financial statements.

Ruby Sapphire II Investment

In connection with Note 13, on February

5, 2026, the Company had funded NIS 1,556 ($ 499 ) under this commitment.

The Company is currently evaluating the accounting treatment

of these transactions and the impact on its consolidated financial statements.

Corner Ally Ventures

On March 1, 2026, the Company’s board approved the formation of Corner Ally Ventures (the “Fund”), a venture capital

fund focused on investments in Israeli technology companies.

The Company co-founded the Fund together with Corner Capital Management,

LLC and, together with Ben Shapiro, is expected to serve as a general partner of the Fund and participate in its management and investment

decision-making and may be entitled to a share of the Fund’s carried interest.

The Company also expects to serve as an anchor limited

partner and has committed to invest up to $ 40,000 in the Fund, which is expected to be funded over an anticipated four-year capital call

The Fund’s initial closing, subject to a minimum capital commitment of $ 75,000 , is expected to occur in the third quarter

The Company is currently evaluating the accounting treatment of this arrangement and the impact, if any, on its consolidated

financial statements.

On March 17, 2026, the Company granted an aggregate of 478,341 RSUs representing a right to receive shares of the Company’s common

stock to executive officers of the Company.

The RSUs will vest in eight equal quarterly installments starting April 1, 2026.

Copy of Certificate of Incorporation, as amended as of January 22, 2013, corrected February 8, 2013, as amended as of July 25,

1 unchanged sentence

Form 10-K filed November 24, 2020)

Amended and Restated By-laws, adopted effective March 27, 2025.

Fifth Amended and Restated By-laws, adopted effective March 27, 2025 (marked copy).

Fifth Amended and Restated By-laws, adopted effective March 27, 2025 (incorporated by reference from our Annual Report on Form 10-K filed March 27, 2025).

Fifth Amended and Restated By-laws, adopted effective March 27, 2025 (marked copy) (incorporated by reference from our Annual Report on Form 10-K filed March 27, 2025).

Specimen Common Stock Certificate (incorporated by reference from our registration statement on Form S-1 filed February 1, 2013).

Description of Securities.

of Securities (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on March 27, 2025).

Agreement, dated as of November 17, 2025, between Oramed Pharmaceuticals Inc.

and Continental Stock Transfer & Trust Company,

as Rights Agent.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 17,

of Pre-Funded Warrant.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January

of Share Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January

of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed

on January 14, 2026).

of Purchase Agreement Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed on

January 14, 2026).

of February 2026 Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February

Agreement by and between Oramed Pharmaceuticals Inc.

1 unchanged sentence

Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

dated April 27, 2023, to Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November

1, 2022, for the services of Nadav Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2024).

dated January 8, 2024, to Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November

1, 2022, for the services of Nadav Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2024).

Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022 (incorporated by reference from our annual

report on Form 10-K filed March 6, 2023).

Amendment, dated December 31, 2025, to Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November 1, 2022, for the services of Nadav Kidron.

Employment Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022 (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

dated April 27, 2023, to Employment Agreement by and between Oramed Ltd.

4 unchanged sentences

by reference from our annual report on Form 10-K filed March 6, 2024).

Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron (incorporated

by reference from our current report on Form 8-K filed July 2, 2008).

dated November 13, 2014, to Consulting Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for

the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 14, 2014).

dated July 13, 2013, to Consulting Agreement by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008 for the services

of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 14, 2014).

dated July 21, 2015, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 25, 2015).

dated June 27, 2016, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 25, 2016).

dated June 30, 2017, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 29, 2017).

dated January 10, 2020, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for

the services of Miriam Kidron (incorporated by reference from our quarterly report on Form 10-Q filed April 6, 2020).

dated September 19, 2021, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for

the services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed November 24, 2021).

dated April 27, 2023, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2024).

dated January 8, 2024, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the

services of Miriam Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2024).

Agreement, dated June 6, 2024, between Oramed Ltd.

and Avraham Gabay (incorporated by reference from our quarterly report on Form

10-Q filed August 4, 2024).

Representative

Form of Indemnification Agreements between Oramed Pharmaceuticals Inc.

and each of our directors and officers (incorporated by reference

from our quarterly report on Form 10-Q filed August 14, 2024).

Pharmaceuticals Inc.

Second Amended and Restated 2008 Stock Incentive Plan (incorporated by reference from our definitive proxy statement

on Schedule 14A filed August 4, 2016).

of Restricted Stock Unit Notice and Restricted Stock Unit Agreement (incorporated by reference from our annual report on Form 10-K

filed November 14, 2014).

of Restricted Stock Unit Notice and Restricted Stock Unit Agreement between the Company and the Chief Scientific Officer or Chief

Executive Officer (incorporated by reference from our annual report on Form 10-K filed November 29, 2017).

of Notice of Stock Option Award and Stock Option Award Agreement (incorporated by reference from our current report on Form 8-K filed

July 2, 2008).

Amendment, dated November 7, 2024, to Employment Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022 (incorporated by reference from our Annual Report on Form 10-K filed March 27, 2025).

Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and KNRY, Ltd., entered into as of April 1, 2025, for the services of Miriam Kidron (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2025).

Amendment, dated April 1, 2025, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of April 1, 2025, for the services of Miriam Kidron.

Employment Agreement by and between Oramed Ltd.

and Miriam Kidron, entered into as of April 1, 2025 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2025).

Amendment, dated December 31, 2025, to Employment Agreement by and between Oramed Ltd.

and Miriam Kidron, entered into as of January 1, 2026.

Pharmaceuticals Inc.

11 unchanged sentences

filed March 6, 2023).

Transfer Agreement, dated February 22, 2011, between Oramed Ltd.

and Entera Bio Ltd.

(incorporated by reference from our registration

statement on Form S-1 filed March 25, 2011).

and Restated Technology License Agreement, dated December 21, 2015, between Hefei Tianhui Incubator of Technologies Co., Ltd., Oramed

Pharmaceuticals, Inc.

and Oramed Ltd.

(Confidential treatment has been granted for portions of this document) (incorporated by reference

from our quarterly report on Form 10-Q filed January 13, 2016).

Amendment to the Amended and Restated Technology License Agreement, dated June 3, 2016, between Hefei Tianhui Incubator of Technologies Co., Ltd., Oramed Pharmaceuticals, Inc.

and Oramed Ltd.

(Confidential treatment has been requested for portions of this document.

The confidential portions will be omitted and filed separately, on a confidential basis, with the Securities and Exchange Commission) (incorporated by reference from our annual report on Form 10-K filed November 25, 2016).

Amendment to the Amended and Restated Technology License Agreement, dated July 24, 2016, between Hefei Tianhui Incubator of Technologies Co., Ltd., Oramed Pharmaceuticals, Inc.

and Oramed Ltd.

(Confidential treatment has been requested for portions of this document.

Venture Agreement, dated January 22, 2024, among Oramed Pharmaceuticals Inc., Oramed Ltd., Hefei Tianhui Biotech Co., Ltd.

2 unchanged sentences

(incorporated by reference from our current report on Form 8-K filed March 18, 2024).

Agreement, dated as of March 18, 2021, between the Company, Oramed Ltd.

and Oravax Medical Inc.

(incorporated by reference from our

current report on Form 8-K filed March 19, 2021).

Agreement, dated as of March 18, 2021, between Oramed Pharmaceuticals Inc., Akers Biosciences Inc., Premas Biotech PVT Ltd., Cutter

Mill Capital LLC, and Run Ridge LLC.

(incorporated by reference from our Form 8-K filed March 19, 2021).

Purchase Agreement, dated September 21, 2023 by and between Scilex Holding Company and Oramed Pharmaceuticals Inc.

(incorporated

by reference from our current report on Form 8-K filed September 26, 2023).

Secured Promissory Note, dated September 21, 2023 issued to Oramed Pharmaceuticals Inc.

by Scilex Holding Company (incorporated by

reference from our current report on Form 8-K filed September 26, 2023).

ORMP CS-1 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

ORMP CS-2 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

ORMP CS-3 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

ORMP CS-4 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

ORMP CS-5 to Purchase Common Stock of Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed

September 26, 2023).

Holding Company Specimen Warrant Certificate (incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Securities Purchase Agreement, dated September 21, 2023 by and between Scilex Holding Company and Oramed Pharmaceuticals Inc.

(incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed September 26, 2023).

Senior Secured Promissory Note, dated September 21, 2023 issued to Oramed Pharmaceuticals Inc.

by Scilex Holding Company (incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed September 26, 2023).

Rights Agreement, dated September 21, 2023, by and between Oramed Pharmaceuticals Inc.

7 unchanged sentences

September 26, 2023).

Termination and Release Agreement, dated September 21, 2023, by and between Sorrento Therapeutics, Inc.

and Oramed Pharmaceuticals,

(incorporated by reference from our current report on Form 8-K filed September 26, 2023).

Medical, Inc.

2021 Long-Term Incentive Plan (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Stock Option Agreement (incorporated by reference from our annual report on Form 10-K filed March 6, 2023).

Agreement, dated as of September 20, 2024, by and between Oramed Pharmaceuticals Inc.

24 unchanged sentences

reference from our current report on Form 8-K filed October 8, 2024).

Guarantee Amendment, dated October 8, 2024, made by certain of Scilex Holding Company subsidiaries in favor of the holders of

that certain Tranche A Note (incorporated by reference from our current report on Form 8-K filed October 8, 2024).

Guarantee Amendment, dated October 8, 2024, made by certain of Scilex Holding Company subsidiaries in favor of the holders of that

certain Tranche A Note (incorporated by reference from our current report on Form 8-K filed October 8, 2024).

and Restated Security Agreement, dated October 8, 2024, by and among Scilex Holding Company, the Subsidiaries of Scilex Holding Company

11 unchanged sentences

SCLX Stock Acquisition JV LLC (incorporated by reference from our current report on Form 8-K filed January 22, 2025).

Agreement Completion Protocol and Supplemental Agreement, dated as of February 7, 2025, by and among Oramed Pharmaceuticals Inc.,

Oramed NewCo, Inc., Oramed Ltd., Hefei Tianhui Biotech Co., Ltd.

and Technowl Limited (incorporated by reference from our current

report on Form 8-K filed February 11, 2025).

of Registration Rights Agreement, to be executed by and among Oramed Pharmaceuticals Inc., Oramed NewCo, Inc.

and Technowl Limited

(incorporated by reference from our current report on Form 8-K filed February 11, 2025).

Transfer Agreement, dated as of February 7, 2025, by and among Oramed Pharmaceuticals Inc., Oramed NewCo, Inc.

and Oramed Ltd (incorporated

by reference from our current report on Form 8-K filed February 11, 2025).

Agreement, dated as of February 7, 2025, by and among Oramed NewCo, Inc., Hefei Tianhui Biotech Co., Ltd.

and Technowl Limited (incorporated

by reference from our current report on Form 8-K filed February 11, 2025).

Agreement, dated as of February 7, 2025, by and among Oramed NewCo, Inc., Hefei Tianhui Biotech Co., Ltd.

and Technowl Limited (incorporated

by reference from our current report on Form 8-K filed February 11, 2025).

Agreement and Release, effective as of February 7, 2025, by and among Oramed Pharmaceuticals Inc., Oramed Ltd.

Oramed NewCo Inc.,

and Hefei Tianhui Biotech Co., Ltd (incorporated by reference from our current report on Form 8-K filed February 11, 2025).

Amendment, dated November 7, 2024, to Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Shnida Ltd., entered into as of November 1, 2022, for the services of Nadav Kidron.

of Share Purchase Agreement, dated as of April 28, 2025, by and between Oramed Ltd.

and Alpha Tau Medical Ltd.

(incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 28, 2025).

English Summary of Loan Agreement, dated March 24, 2025, by and among Oramed Ltd.

and Tova Hochma Im Nachala Ltd., as Lenders, and Project Hapisga – Telefoniot HaHadasha Ltd., as Borrower (originally executed in Hebrew;

filed pursuant to Rule 306 of Regulation S-T).

English Summary of

Inter-Lender Agreement, dated March 24, 2025, by and between Oramed Ltd.

and Tova Hochma Im Nachala Ltd.

(originally executed in

filed pursuant to Rule 306 of Regulation S-T).

Employment Agreement by and between Oramed Ltd.

and Joshua Hexter, entered into as of August 18, 2019.

Amendment, dated September 19, 2021, to Employment Agreement by and between Oramed Ltd.

and Joshua Hexter, entered into as of August 1, 2021.

Amendment, dated August 10, 2022, to Employment Agreement by and between Oramed Ltd.

and Joshua Hexter, entered into as of July 1, 2022.

Amendment, dated April 27, 2023, to Employment Agreement by and between Oramed Ltd.

and Joshua Hexter, entered into as of April 17, 2023.

Amendment, dated February 8, 2024, to Employment Agreement by and between Oramed Ltd.

and Joshua Hexter, entered into as of January 1, 2024.

Amendment, dated November 7, 2024, to Employment Agreement by and between Oramed Ltd.

and Nadav Kidron, entered into as of November 1, 2022.

Amendment, dated November 7, 2024, to Consulting Agreements by and between Oramed Ltd.

and KNRY, Ltd., entered into as of July 1, 2008, for the services of Miriam Kidron.

and Joshua Hexter, entered into as of July 1, 2024.

Amendment, dated December 31, 2025, to Employment Agreement by and between Oramed Ltd.

and Joshua Hexter, entered into as of January 1, 2026.

Consulting Agreement by and between Oramed Pharmaceuticals Inc.

and Avi Gabay, entered into as of January 1, 2026, for the services of Avi Gabay.

Employment Agreement by and between Oramed Ltd.

and Avi Gabay, entered into as of June 6, 2024.

Amendment, dated December 31, 2025, to Employment Agreement by and between Oramed Ltd.

and Avi Gabay, entered into as of June 6, 2024.

Agreement for Repurchase of Warrants, dated July 22, 2025, between Scilex Holding Company and Oramed Pharmaceuticals Inc.

(incorporated

by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 23, 2025).

Repurchase Agreement, dated October 20, 2025, by and between the Company and Hefei Tianhui Biotech Co., Ltd.

(incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 24, 2025).

Purchase Agreement, dated as of January 12, 2026, by and among Oramed Pharmaceuticals Inc., Oratech Pharma, Inc.

and Lifeward Ltd.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 14, 2026).

of Securities Purchase Agreement, dated as of January 12, 2026 (incorporated by reference to Exhibit 10.2 to the Company’s

Current Report on Form 8-K filed on January 14, 2026).

of Lock-Up Agreement, dated as of January 12, 2026 (incorporated by reference to Exhibit 10.3 to the

Company’s Current Report on Form 8-K filed on January 14, 2026) .

of Clinical Trial Management Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K

filed on January 14, 2026).

Agreement, dated as of February 17, 2026, by and among Oramed Pharmaceuticals Inc.

and Scilex Holding Company (incorporated by reference

to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 20, 2026).

Oramed Pharmaceuticals Inc.

Insider Trading Policy.

(incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed on March 27, 2025)

Subsidiaries.

of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an

independent registered public accounting firm.

(incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 27, 2025)

Consent of Kesselman &

Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered

public accounting firm.

Certification Statement of the Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.

14 unchanged sentences

Data File (formatted as Inline XBRL and contained in Exhibit 101).

Filed herewith.

Furnished herewith.

Management contract or

compensation plan.

Certain exhibits and similar

attachments to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

A copy of any omitted exhibit

or other attachment will be furnished supplementary to the SEC upon request.

contract or compensation plan.

exhibits and similar attachments to this agreement have been omitted in accordance with Item

601(a)(5) of Regulation S-K.

A copy of any omitted exhibit or other attachment will be furnished

supplementary to the SEC upon request.

FORM 10-K SUMMARY.

to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be

signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements

of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf

by the undersigned, thereunto duly authorized.

ORAMED PHARMACEUTICALS

2 unchanged sentences

March 26, 2026

to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Exchange Act of 1934,

this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

March 26, 2026

Nadav Kidron,

President and Chief Executive

Officer and Director

President and Chief Executive Officer and Director

(principal executive officer)

Avraham Gabay

March 26, 2026

1 unchanged sentence

Chief Financial Officer

(principal financial and

accounting officer)

Daniel Aghion

(principal financial and accounting officer)

March 26, 2026

Daniel Aghion,

Miriam Kidron

March 26, 2026

Miriam Kidron,

/s/ Arie Mayer

March 26, 2026

Yehuda Reznick

March 26, 2026

1 unchanged sentence

March 26, 2026

Leonard Sank,

Benjamin Shapiro,

March 27, 2025

Benjamin Shapiro,

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

What changed 10-K

Item 9A. Controls and Procedures