ORAMED PHARMACEUTICALS INC. 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Disclosure Controls and Procedures Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective. 48 Management’s Annual Report on Internal Control over Financial Reporting Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act. The Company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes policies and procedures that: ● pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and asset dispositions; ● provide reasonable assurance that transactions are recorded as necessary to permit the preparation of our financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 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 Reporting 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. ITEM 9B. OTHER INFORMATION. 10b5-1 Trading Arrangements During 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). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not applicable. 49 PART III ITEM 10. 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. Name Age Position Serving Since Nadav Kidron 51 President, Chief Executive Officer, Director and Chairman 2006 Dr. Miriam Kidron 85 Chief Scientific Officer and Director 2006 Avraham Gabay 41 Chief Financial Officer and Treasurer 2024 Joshua Hexter 55 Chief Operating & Business Officer 2019 Dr. Daniel Aghion 44 Director 2024 Dr. Arie Mayer 69 Director 2019 Yehuda Reznick 78 Director 2024 Benjamin Shapiro 42 Director 2023 Mr. 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. Mr. Kidron holds an LL.B. and an International MBA from Bar Ilan University, Israel. We 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. Dr. Miriam Kidron was appointed Chief Scientific Officer and director in March 2006. Dr. Kidron is a pharmacologist and a biochemist with a Ph.D. in biochemistry. From 1990 to 2007, Dr. Kidron was a senior researcher in the Diabetes Unit at Hadassah University Hospital in Jerusalem, Israel. Dr. 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. Dr. Kidron is a recipient of the Bern Schlanger Award. We 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. 50 Mr. Avraham Gabay was appointed Chief Financial Officer, Treasurer and Secretary in June 2024. Prior to his appointment, Mr. Gabay served as interim chief financial officer of BiomX Inc. (NYSE American: PHGE) during 2023. From 2021 until 2023, Mr. 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. 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 Sade Real Estate YS Ltd. (TASE: SADE). Mr. 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. Mr. Joshua Hexter was appointed Chief Operating and Business Officer in September 2019. Mr. 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. Prior to that, Mr. Hexter was Executive Director at BioLineRx Ltd. (Nasdaq/TASE: BLRX) 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 Chief Executive Officer of Biosensor Systems Design, Inc., a company developing market-driven biosensors. Mr. Hexter holds a bachelor’s degree from the University of Wisconsin and a master’s degree in management . Dr. Daniel Aghion became a director in January 2024. Dr. 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. Dr. Aghion holds a Bachelor of Science degree from the University of Michigan and an MD from the Sackler School of Medicine at Tel Aviv University. He completed his residency at Rhode Island Hospital in 2015, and a complex spine fellowship at Johns Hopkins University in Baltimore in 2016. We believe that Dr. Aghion’s qualifications to serve on the Board include his extensive practical and academic medical background. Dr. Arie Mayer became a director in December 2019. Dr. Mayer is currently the Managing Director and Chairman of the Board of Sigma-Aldrich Israel Ltd. and has held that position since January 2010. Dr. Mayer has held various roles with Sigma-Aldrich Israel Ltd. since 1995 and was instrumental in introducing and developing the Cell Culture and Molecular Biology business for Sigma Aldrich Israel Ltd. Dr. Mayer holds a Bachelor of Science degree in chemistry from Hebrew University and a Ph.D. in biochemistry from Israel Institute of Technology. We believe that Dr. 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. Mr. Yehuda Reznick became a director in April 2024. Mr. 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: HRON). Mr. Reznick previously served on the board of directors of Bonus Biogroup Ltd (OTC: BBIXF) from 2017 to 2023. 51 We believe that Mr. Reznick’s qualifications to serve on the Board include his extensive operational experience and his business background and acumen. Mr. Benjamin Shapiro became a director in May 2023. Mr. 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. Mr. 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. We believe that Mr. Shapiro’s 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 or officer. 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 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 that Dr. Daniel Aghion, Dr. Arie Mayer, Yehuda Reznick and Benjamin Shapiro are independent as defined under the rules promulgated by the Nasdaq. 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: 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. Family Relationships There are no family relationships among our directors or executive officers, except that Dr. Miriam Kidron is Mr. Nadav Kidron’s mother. 52 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: ● any 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; ● any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences); ● being 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 activities; or ● being 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. Except Mr. 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. After the evaluations, the Board and management work to improve upon any issues presented during the evaluation process and to identify opportunities that may lead to further improvement. 53 Committees Audit Committee and Audit Committee Financial Expert The members of our Audit Committee are Dr. Daniel Aghion, Dr. Arie Mayer and Yehuda Reznick. Our Board has determined that Mr. 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 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; and ● Reviewing major financial risk exposures and the steps management has taken to monitor and control such exposures, and discussing the guidelines and polices to govern the process by which risk assessment and management is undertaken. Our Audit Committee met 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 include: ● Overseeing the Company’s investment strategy and portfolio management; ● Reviewing the investment policies, asset allocations, and investment decisions; ● Monitoring and evaluating the performance of investments and assessing risk; 54 ● Providing regular reports and recommendations to the Board on the status and performance of the Company’s investments; ● Approving major investment decisions, including acquisitions, divestitures, and large-scale investments; and ● Monitoring 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. Reznick. 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; and ● Authority to exercise all rights, authority and functions of the Board under our Clawback Policy. The Compensation Committee meets as often as it deems necessary, without the presence of any executive officer when approving compensation, except that the Company’s Chief Executive Officer, at the discretion of the Compensation Committee, may be present during the approval of, or deliberations with respect to, the compensation of other executive officers. The Compensation Committee may delegate any authority granted to it to one or more subcommittees of the Compensation Committee, in its sole discretion. Our Compensation Committee met two times and took action by written consent on three occasions during the year ended December 31, 2025. 55 Nominating Committee The members of our Nominating Committee were Dr. Arie Mayer and Leonard Sank. The Board has determined that all of the members of the Nominating Committee are “independent” as defined by the rules of the SEC and Nasdaq rules and regulations. The Nominating Committee operates under a written charter that is posted on the “Investors” section of our website, www.oramed.com. The primary responsibilities of our Nominating Committee 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; and ● Reviewing periodically with the Chairman of the Board and the Chief Executive Officer the succession plans relating to positions held by directors, and making recommendations to the Board with respect to the selection and development of individuals to occupy those positions. Our Nominating Committee 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, Dr. Alexander Fleming, Professor Avram Hershko, Dr. Julio Rosenstock and Dr. Jay Skyler. 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. Dr. 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. Professor 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. 56 Dr. Alexander Fleming, MD , joined the Oramed Scientific Advisory Board in December 2019. Dr. 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 therapies. He also represented the FDA at the World Health Organization and on multiple expert working groups of the International Conference on Harmonization (ICH). Dr. 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. In 2020, Dr. 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 to 1967. 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. Rappaport 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 of the U.S. Academy of Sciences since 2003. Dr. Julio Rosenstock, MD , joined the Oramed Scientific Advisory Board in January 2020. Dr. 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. Dr. 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. He has 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. Dr. Jay Skyler, MD, MCAP, FRCP , joined the Oramed Scientific Advisory Board in January 2020. Dr. 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. Dr. 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. 57 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 Compliance 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. 58 ITEM 11. EXECUTIVE COMPENSATION 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 Year Salary ($) (1) Bonus ($) (1)(2) RSUs and PSUs Awards ($) (3) All Other Compensation ($) (1)(4) Total ($) Nadav Kidron 2025 619,529 379,935 3,709,269 65,927 4,774,460 President, Chief Executive Officer and Chairman (5) 2024 540,145 270,767 1,224,760 62,017 2,097,689 Dr. Miriam Kidron 2025 439,902 271,994 1,406,033 48,455 2,166,384 Chief Scientific Officer and director (5) 2024 408,104 155,291 951,545 19,607 1,534,547 Joshua Hexter 2025 285,432 218,148 1,299,065 79,753 1,882,398 Chief Operating and Business Officer 2024 259,038 93,992 608,545 69,875 1,031,450 (1) Amounts paid for Salary, Bonus and All Other Compensation that were originally denominated in NIS were translated into U.S. Dollars at the then average exchange rate for the period. (2) Bonuses were granted at the discretion of the Compensation Committee. (3) For RSU and performance stock unit, or PSU, awards, the amounts reflect the grant date fair value, as calculated pursuant to ASC Topic 718 “Compensation–Stock Compensation.” The assumptions used to determine the fair value of the RSU awards are set forth in note 14 to our audited consolidated financial statements. Our NEOs will not realize the value of these awards in cash unless and until the awards vest and the underlying shares are issued and subsequently sold. (4) See “All Other Compensation Table” below. (5) See “Employment and Consulting Agreements” below. 59 All Other Compensation Table The “All Other Compensation” amounts set forth in the Summary Compensation Table above consist of the following: Name Year Automobile- Related Expenses ($) Manager’s Insurance (1)($) Education Fund ($) Total ($) Nadav Kidron 2025 29,331 32,499 4,097 65,927 2024 30,505 27,690 3,822 62,017 Dr. Miriam Kidron 2025 25,009 20,325 3,121 48,455 2024 19,607 - - 19,607 Joshua Hexter 2025 17,382 42,243 20,128 79,753 2024 16,217 34,219 19,439 69,875 (1) Manager’s insurance and education funds are customary benefits provided to employees based in Israel. Manager’s insurance is a combination of severance savings (in accordance with Israeli law), defined contribution tax-qualified pension savings and disability insurance premiums. An education fund is a savings fund of pre-tax contributions to be used after a specified period of time for educational or other permitted purposes. 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. 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 Ltd. Effective as of July 1, 2024, the monthly consulting fee is NIS 134,550. 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 Subsidiary. In addition, the Chief Scientific Officer is provided with a phone and a company car pursuant to the terms of her agreement. 60 Effective as of January 1, 2026, the gross monthly salary of the Chief Scientific Officer is NIS 55,114. Nadav Kidron Effective November 1, 2022, the Company entered into a consulting agreement with Shnida Ltd., whereby Nadav Kidron, through Shnida Ltd., provides services as President and Chief Executive Officer of the Company. The agreement is terminable by either party upon 140 days prior written notice. The agreement provides that Shnida Ltd. will be reimbursed for reasonable expenses incurred in connection with performance of the agreement. Effective as of January 1, 2024, Nadav Kidron receives a monthly consulting fee of NIS 96,825. Effective as of July 1, 2024, the monthly consulting fee is NIS 111,349. Pursuant to the agreement, Shnida Ltd. 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. In addition, Mr. 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, Mr. 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. 61 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: ● 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. Pension, Retirement or Similar Benefit Plans We have no arrangements or plans under which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options, RSUs or restricted shares at the discretion of our Compensation Committee in the future. Policy Relating to Recovery of Erroneously Awarded Compensation Our Board has adopted an executive compensation clawback policy, administered by our Compensation Committee, which provides for the recoupment (or clawback) from current and former executive officers of certain compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws of the United States. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material non-compliance with any financial reporting requirement under the securities laws, the Compensation Committee will require prompt reimbursement or forfeiture of any excess incentive compensation (as defined in the clawback policy) received by any covered executive officer during the three completed years immediately preceding the date on which the Company is required to prepare an accounting restatement. 62 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. Option Awards Stock Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Number of shares that have not vested (#) Market value of shares that have not vested ($) Nadav Kidron 49,000 (1) - 7.77 6/30/27 97,000 (2) - 8.14 1/31/28 196,500 (3)(4) - 3.16 2/26/29 190,000 (5) - 4.80 1/8/30 150,000 (6) 10.40 2/3/31 80,250 (7) 26,750 (7) 13.89 1/3/32 116,127 (8) 3.91 9/17/32 1,357,306 (9-22) 3,868,320 Dr. Miriam Kidron 69,999 (24) - 7.77 6/30/27 47,000 (25) - 8.14 1/31/28 104,000 (26)(4) - 3.16 2/26/29 100,000 (27) 4.80 1/8/30 100,000 (28) 10.40 2/3/31 54,000 (29) 18,000 (29) 13.89 1/3/32 633,748 (30-42) 1,806,181 Joshua Hexter 100,000 (43) 3.69 9/11/29 100,000 (44) 3.69 9/11/29 50,000 (45) 10.40 2/3/31 27,000 (46) 9,000 (46) 13.89 1/3/32 501,741 (47-56) 1,334,962 (1) 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. (2) 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. 63 (3) 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. (4) 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. (5) 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. (6) 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. (7) 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. (8) 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. (9) 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. (10) 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. (11) 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. (12) 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. (13) 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. 64 (14) 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. (15) 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. (16) 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. (17) 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. (18) 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. (19) 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. (20) 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. (21) 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. (22) 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. (23) 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. (24) 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. 65 (25) On January 31, 2018, 47,000 options were granted to Dr. Miriam Kidron under the 2008 Plan at an exercise price of $8.14 per share; 47,000 of such options vested in four equal installments of 11,750 on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022. The options expire on January 31, 2028. (26) On February 26, 2019, 104,000 options were granted to Dr. Miriam Kidron under the 2008 Plan at an exercise price of $3.16 per share; 104,000 of such options vested in four equal installments of 26,000 on each of December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022. The options expire on February 26, 2029. For additional information, see footnote 4 above. (27) On January 8, 2020, 100,000 options were granted to Dr. Miriam Kidron under the 2019 Plan at an exercise price of $4.80 per share. 100,000 of the options vested in four equal installments of 25,000 on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. The options expire on January 8, 2030. (28) 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. The options expire on February 3, 2031. (29) 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. 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. (30) On February 3, 2021, 200,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Dr. Miriam Kidron. 66,666 RSUs vested 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. (31) 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. 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. (32) 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. 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. 66 (33) 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. (34) 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. (35) 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. (36) 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 vested on February 10, 2025 upon the satisfaction of certain market conditions. (37) 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. (38) 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. (39) 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. (40) 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. (41) 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. (42) 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, 2026. 67 (43) 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. (44) 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. (45) 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. (46) 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. (47) 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 objectives. (48) 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. (49) 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. (50) 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. (51) 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. (52) 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. (53) 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. (54) 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. (55) 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. (56) 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. 68 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 Fees Earned or Paid in Cash ($) Stock Awards (1)(2)($) Option Awards (1)(2)($) All Other Compensation ($) Total ($) Dr. Daniel Aghion (6) 42,790 185,810 - - 228,810 Dr. Arie Mayer 40,000 178,961 - - 228,836 Yehuda Reznik (3) 42,790 185,808 - - 228,334 Benjamin Shapiro 30,000 169,973 - - 199,973 (1) 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 Aggregate Number of Shares Underlying Stock Awards Aggregate Number of Shares Underlying Option Awards Dr. Daniel Aghion 88,343 - Dr. Arie Mayer 94,644 30,000 Yehuda Reznik 83,343 - Benjamin Shapiro 86,329 - (2) The amounts reflect the grant date fair value, as calculated pursuant to ASC 718, of these option awards. The assumptions used to determine the fair value of the option awards are set forth in note 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. 69 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. 70 ITEM 12. 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 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. 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 Number of securities to be issued upon exercise of outstanding options, and rights (a) Weight- average exercise price of outstanding options, and rights (b) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) (c) (*) Equity compensation plans approved by security holders 1,707,383 $ 6.44 927,752 Equity compensation plans not approved by security holders - - - Total 1,707,383 $ 6.44 927,752 (*) 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. On such date, we had 40,446,179 shares of common stock outstanding. 71 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: c/o Oramed Pharmaceuticals Inc., 1185 Avenue of the Americas, Third Floor, New York, New York 10036. Name and Address of Beneficial Owner Number of Shares Percentage of Shares Beneficially Owned Nadav Kidron #+ 3,865,415 (1) 9.51 % Dr. Miriam Kidron #+ 1,621,858 (2) 3.92 % Joshua Hexter + 1,039,317 (3) 2.57 % Dr. Daniel Aghion # 28,820 * Dr. Arie Mayer # 134,334 (4) * Yehuda Reznik# 42,993 (5) * Benjamin Shapiro # 1,960,595 (6) 4.85 % All current executive officers and directors, as a group (eight persons) 9,024,705 (7) 22.17 % Greater than 5% holders BML Investment Partners, L.P. 3,167,231 (8) 7.83 % * Less than 1% # Director + NEO (1) 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. Mr. Nadav’s beneficial ownership includes the 218,603 shares of common stock held by Xiaopeng Li, a former director of the Company, over which he holds a proxy. (2) Includes 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. (3) 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. (4) 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. (5) Includes 1,563 shares of common stock issuable upon the vesting of RSUs. (6) Includes 875 shares of common stock issuable upon the vesting of RSUs. (7) 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. (8) 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. The managing member of BML Capital Management, LLC is Braden M. Leonard. 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. The address of BML Investment Partners, L.P. is 65 E Cedar, Suite 2 Zionsville, IN 46077. 72 ITEM 13. 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 Dr. Daniel Aghion, Dr. Arie Mayer, Yehuda Reznick and Benjamin Shapiro are independent as defined under the rules promulgated by Nasdaq. ITEM 14. 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, 2025 and 2024: 2025 2024 Audit Fees (1) $ 204,575 $ 124,882 Audit-Related Fees (2) - 1,500 Tax Fees (3) 26,946 17,986 All Other Fees (4) - - Total Fees $ 231,521 $ 144,368 (1) Amount represents fees paid for professional services for the audit of our consolidated financial statements, review of our interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by our independent registered public accounting firm in connection with statutory and regulatory filings or engagements. (2) Represents fees paid for services rendered in connection with the IIA requirements. (3) Represents fees paid for tax consulting services. (4) 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. 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. 73 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Index to Financial Statements The following consolidated financial statements are filed as part of this Annual Report on Form 10-K: Page REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB name: Kesselman & Kesselman C.P.A.s , PCAOB ID: 1309 and Auditor Location: Tel Aviv, Israel ) F-2 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Balance Sheets F-4 Consolidated Statements of Comprehensive Income (Loss) F-5 Consolidated Statements of Changes in Equity F-6 Consolidated Statements of Cash Flows F-7 Notes to Consolidated financial Statements F-8 - F-51 F- 1 Report 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, 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. 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. 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. Kesselman & Kesselman, 146 Derech Menachem Begin St. Tel-Aviv 6492103, Israel, P.O Box 7187 Tel-Aviv 6107120, Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il F- 2 Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Investments at fair value 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 models. /s/ Kesselman & Kesselman Certified Public Accountants (Isr.) A member firm of PricewaterhouseCoopers International Limited Tel Aviv, Israel March 26, 2026 We have served as the Company’s auditor since 2008. F- 3 ORAMED PHARMACEUTICALS INC. CONSOLIDATED BALANCE SHEETS In thousands (except share and per share data) December 31, 2025 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 45,947 $ 54,420 Short-term deposits (note 2) 10,979 55,281 Marketable securities (note 3) 5,417 3,441 Investments at fair value (note 4,7) 63,551 28,788 Convertible note (note 9) 4,636 - Prepaid expenses and other current assets 2,741 1,291 Total current assets 133,271 143,221 LONG-TERM ASSETS: Long-term deposits 2 2 Marketable securities (note 3) 8,371 - Investments at fair value (note 4,7) 10,119 7,387 Investment in associate at fair value (note 8) 71,623 - Loan to an equity method investee (note 6) 553 - Investment in real estate (note 5) 1,921 - Other non-marketable equity securities (note 10) 3,624 3,524 Amounts funded in respect of employee rights upon retirement 44 32 Property and equipment, net 586 698 Operating lease right of use assets 750 414 Total long-term assets 97,593 12,057 Total assets $ 230,864 $ 155,278 LIABILITIES AND STOCKHOLDERS’ EQUITY CURRENT LIABILITIES: Accounts payable and accrued expenses (note 11) $ 6,201 $ 5,140 Payable to related parties (note 20) 652 329 Deferred income (note 8) 1,353 - Dividend Payable 10,595 Operating lease liabilities 285 216 Total current liabilities 19,086 5,685 LONG-TERM LIABILITIES: Long-term deferred revenues (note 13) 2,000 4,000 Long-term deferred income (note 8) 1,269 - Employee rights upon retirement 39 30 Operating lease liabilities 540 156 Dividend Payable 275 Other liabilities - 60 Deferred tax liabilities (note 18) 7,911 Total long-term liabilities 12,034 4,246 COMMITMENTS (note 13) 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; 39,275,006 and 39,919,545 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively) 472 480 Additional paid-in capital 322,708 322,401 Accumulated deficit ( 123,436 ) ( 176,616 ) Total stockholders’ equity 199,744 146,265 Non-controlling interests - ( 918 ) Total equity 199,744 145,347 Total liabilities and equity $ 230,864 $ 155,278 The accompanying notes are an integral part of the consolidated financial statements. F- 4 ORAMED PHARMACEUTICALS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) In thousands (except share and per share data) Year ended December 31, Year ended December 31, 2025 2024 REVENUES $ 2,000 $ - COST OF REVENUE ( 1,987 ) - GROSS PROFIT 13 - RESEARCH AND DEVELOPMENT EXPENSES ( 6,381 ) ( 6,324 ) GENERAL AND ADMINISTRATIVE EXPENSES ( 8,720 ) ( 6,457 ) OPERATING LOSS ( 15,088 ) ( 12,781 ) OTHER INCOME, NET 958 - INTEREST EXPENSES (note 12) - ( 853 ) FINANCIAL INCOME (LOSS), NET (note 17) 89,454 ( 2,286 ) INCOME (LOSS) BEFORE TAX EXPENSES 75,324 ( 15,920 ) TAX EXPENSES ( 11,308 ) ( 3,183 ) NET INCOME (LOSS) $ 64,016 $ ( 19,103 ) NET INCOME (LOSS) ATTRIBUTABLE TO: NON-CONTROLLING INTERESTS ( 34 ) ( 43 ) COMPANY’S STOCKHOLDERS $ 64,050 $ ( 19,060 ) BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK $ 1.53 $ ( 0.48 ) DILUTED INCOME (LOSS) PER SHARE OF COMMON STOCK $ 1.50 $ ( 0.48 ) WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK 41,402,997 40,850,446 WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK USED IN COMPUTING DILUTED INCOME (LOSS) PER SHARE OF COMMON STOCK 42,418,644 40,850,446 The accompanying notes are an integral part of the consolidated financial statements. F- 5 ORAMED PHARMACEUTICALS INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY in thousands Attributable to Company’s Stockholders Additional Total Non- Common Stock paid-in Accumulated stockholders’ controlling Total Shares $ capital deficit equity interests Equity In thousands BALANCE AS OF JANUARY 1, 2025 39,920 480 322,401 ( 176,616 ) 146,265 ( 918 ) 145,347 STOCK-BASED COMPENSATION 1,410 17 5,975 - 5,992 - 5,992 REPURCHASE AND RETIREMENT OF COMMON STOCK ( 2,055 ) ( 25 ) ( 4,716 ) - ( 4,741 ) - ( 4,741 ) DIVIDEND ON COMMON STOCK ($ 0.25 PER SHARE) - - ( 10,870 ) ( 10,870 ) - ( 10,870 ) WAIVER OF LOAN GRANTED TO SUBSIDIARY - - ( 952 ) - ( 952 ) 952 - NET INCOME - - - 64,050 64,050 ( 34 ) 64,016 BALANCE AS OF DECEMBER 31, 2025 39,275 472 322,708 ( 123,436 ) 199,744 - 199,744 Attributable to Company’s Stockholders Additional Total Non- Common Stock paid-in Accumulated stockholders’ controlling Total Shares $ capital deficit equity interests Equity In thousands BALANCE AS OF JANUARY 1, 2024 40,339 485 320,892 ( 157,556 ) 163,821 ( 928 ) 162,893 STOCK-BASED COMPENSATION 618 7 3,991 - 3,998 - 3,998 STOCK-BASED COMPENSATION OF SUBSIDIARY - -   -   -   - 53 53 REPURCHASE AND RETIREMENT OF COMMON STOCK ( 1,037 ) ( 12 ) ( 2,482 ) -   ( 2,494 ) -  ( 2,494 ) NET INCOME (LOSS) ( 19,060 ) ( 19,060 ) ( 43 ) ( 19,103 ) BALANCE AS OF DECEMBER 31, 2024 39,920 480 322,401 ( 176,616 ) 146,265 ( 918 ) 145,347 The accompanying notes are an integral part of the consolidated financial statements. F- 6 ORAMED PHARMACEUTICALS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS In thousands Year ended December 31, Year ended December 31, 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 64,016 $ ( 19,103 ) Adjustments required to reconcile net income (loss) to net cash used in operating activities: Depreciation 121 193 Exchange differences and interest on deposits 830 ( 2,700 ) Changes in fair value of investments ( 86,096 ) 7,413 Stock-based compensation 5,992 4,053 Gain on amounts funded in respect of employee rights upon retirement ( 12 ) ( 5 ) Change in accrued interest on short-term borrowings - ( 1,463 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 998 ) ( 356 ) Accounts payable, accrued expenses and related parties 1,130 3,525 Net changes in operating lease 117 43 Deferred revenues ( 2,000 ) - Deferred income ( 105 ) - Liability for employee rights upon retirement 9 2 Deferred tax liabilities 7,911 - Other liabilities ( 60 ) ( 14 ) Total net cash used in operating activities ( 9,145 ) ( 8,412 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 9 ) ( 18 ) Purchase of short-term deposits ( 10,948 ) ( 54,450 ) Purchase of marketable securities ( 9,846 ) - Investments at fair value ( 64,712 ) ( 1,307 ) Purchase of convertible note ( 3,000 ) - Proceeds from redemption of short-term deposits 54,450 97,152 Exercise of Closing Penny Warrants and Subsequent Penny Warrants - ( 65 ) Proceeds from loan to an equity method investee 6,251 - Loan to investment in equity method ( 7,000 ) - Real estate investment ( 1,924 ) - Equity method investee ( 250 ) - Proceeds from long-term deposits - 5 Proceeds from marketable securities 2,865 - Proceeds from long-term investments 39,566 64,500 Total net cash provided by investing activities 5,443 105,817 CASH FLOWS FROM FINANCING ACTIVITIES: Repurchase and retirement of common stock ( 4,741 ) ( 2,484 ) Loans repaid - ( 49,550 ) Tax withholdings related to stock-based compensation settlements - ( 2 ) Total net cash used in financing activities ( 4,741 ) ( 52,036 ) EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS ( 30 ) ( 4 ) INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ( 8,473 ) 45,365 CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 54,420 9,055 CASH AND CASH EQUIVALENTS AT END OF YEAR $ 45,947 $ 54,420 (A) SUPPLEMENTARY DISCLOSURE ON CASH FLOWS: Interest paid $ - $ 2,316 Interest received $ 4,626 $ 7,376 (B) SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES: 2024 Refinancing Tranche A - ( 21,575 ) 2024 Refinancing Tranche B - 25,000 Excise tax for repurchase and retirement of common stock ( 15 ) ( 10 ) Recognition of operating lease right-of-use assets and liabilities 600 58 Waiver of loan granted to subsidiary 952 - Derecognition of right-of-use asset - ( 26 ) Derecognition of lease liability - 23 Purchases of marketable securities not yet settled 254 - Dividends declared but not yet paid in cash 10,870 - Warrants received from Alpha Tau 2,727 - The accompanying notes are an integral part of the consolidated financial statements. F- 7 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES: a. General 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 into a license agreement with Oravax Medical Inc. (“Oravax”) and holds 63 % of the issued and outstanding share capital of Oravax, on a fully diluted basis, as of the date of issuance. Consequently, Oramed consolidates Oravax in its consolidated financial statements since that time. As of December 31, 2025, Oravax ceased its operations. As a result, 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. b. Basis of presentation The consolidated financial statements included herein have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”). c. Use of estimates in the preparation of financial statements The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the financial statements date and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these consolidated financial statements, the most significant estimates and assumptions relate to the investments at fair value (for further details, see note 4). F- 8 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued): d. Functional currency The currency of the primary economic environment in which the operations of the Company and its subsidiaries are conducted is the U.S. dollar (“$” or “dollar”). Therefore, the functional currency of the Company and its subsidiaries is the dollar. Transactions and balances originally denominated in dollars are presented at their original amounts. Balances in foreign currencies are translated into dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For foreign transactions and other items reflected in the statements of operations, the following exchange rates are used: (1) for transactions – exchange rates at transaction dates or average rates and (2) for other items (derived from non-monetary balance sheet items such as depreciation) – historical exchange rates. The resulting transaction gains or losses are carried to financial income or expenses, as appropriate. e. 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. f. Principles of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. g. 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. h. Fair value measurement: The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, the guidance establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described as follows: Level 1: 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. Level 2: Observable prices that are based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. F- 9 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued): h. Fair value measurement (continued): The Company’s financial assets subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: December 31, 2025 Level 1 Level 2 Level 3 Fair Value Assets: Marketable Securities DNA 540 - - 540 Entera 227 - - 227 Nano 8,371 - - 8,371 Pelthos 4,650 - - 4,650 Investment in Alpha Tau’s shares (see note 8) 71,623 - - 71,623 Loan to an equity method investee (see note 6) - - 553 553 Warrants Note B (see note 4) - - 850 850 Tranche A Note (see note 4) - - 23,063 23,063 Tranche B Note (see note 4) - - 11,473 11,473 Royalty Purchase Agreement (see note 4) - - 2,209 2,209 Profit Sharing Loan Agreement (see note 4 (e)) - - 1,890 1,890 Loan agreement measured in fair value (see note 7) - - 27,943 27,943 Investment in Alpha Tau’s warrants (see note 8) - - 6,242 6,242 Convertible note (see note 9) - - 4,636 4,636 $ 85,411 $ - $ 78,859 $ 164,270 December 31, 2024 Level 1 Level 2 Level 3 Fair Value Assets: Marketable Securities DNA 424 - - 424 Entera 248 - - 248 Scilex 2,769 - - 2,769 Subsequent Penny Warrants (see note 4) - 2,772 - 2,772 Warrants Note B (see note 4) - - 548 548 Tranche A Note (see note 4) - - 13,714 13,714 Tranche B Note (see note 4) - - 15,798 15,798 Royalty Purchase Agreement (see note 4) - - 1,976 1,976 Profit Sharing Loan Agreement (see note 4) - - 1,367 1,367 $ 3,441 $ 2,772 $ 33,403 $ 39,616 As of December 31, 2025, and December 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. F- 10 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued): i. Marketable securities 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. j. Other non-marketable equity securities The Company also invested in non-marketable equity securities through an investment in a privately held company. This equity investment does not have a readily determinable fair 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). see note 10. k. 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”. Therefore, 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. l. 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, 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). F- 11 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued): m. Income taxes 1. Deferred taxes Deferred taxes are determined utilizing the asset and liability method based on the estimated future tax effects of differences between the financial accounting and tax bases of assets and liabilities under the applicable tax laws. Deferred tax balances are computed using the tax rates expected to be in effect when those differences reverse. A valuation allowance in respect of deferred tax assets is provided if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company 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 realized. 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. 2. 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. n. Revenue recognition HTIT 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. F- 12 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued): o. Other income 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. p. 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. 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. For each clinical trial that the Company conducts, clinical trial costs are expensed immediately. q. Stock-based compensation 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 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. F- 13 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued): q. Stock-based compensation (continued) : The fair value of share based payment awards is recognized as an expense over the requisite service period. The expected term is the length of time until the expected dates of exercising the award and is estimated using the simplified method due to insufficient specific historical information of employees’ exercise behavior, unless the award includes a market condition, in which case the contractual term is used. The volatility is based on a historical volatility, by statistical analysis of the weekly share price for past periods. The Company elected to recognize compensation cost for awards granted to employees that have a graded vesting schedule using the accelerated method based on the multiple-option award approach. For awards with market conditions, compensation expense is not reversed if the market conditions are not satisfied. If a market condition associated with PSUs is satisfied earlier than originally expected, any remaining unrecognized compensation cost related to such awards is recognized immediately. The Company elects to account for forfeitures as they occur. r. 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. s. 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. F- 14 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued): s. 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. t. Leases The Company leases real estate and cars for use in its operations, which are classified as operating leases. In addition to rent, the leases may require the Company to pay directly for fees, insurance, maintenance and other operating expenses. The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right of use assets and operating lease liabilities in the consolidated balance sheets. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. 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. F- 15 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued): u. New accounting pronouncements 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 fiscal years beginning after December 15, 2024. The Company adopted this standard on a prospective basis. For further details, see note 18. 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 periods. The Company is evaluating the impact of ASU 2025-05 on its consolidated financial statements if it elects to apply the practical expedient. In September 2025, the FASB issued ASU No. 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 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 statements. F- 16 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 2 - SHORT-TERM DEPOSITS: Composition : December 31, 2025 2024 Annual interest rate Amount Annual interest rate Amount Dollar deposits 4.15 - 5.10 % 10,979 5.65 - 5.75 % 55,281 NOTE 3 - MARKETABLE SECURITIES: a. Composition: The Company’s marketable securities include investments in equity securities of DNA, Entera, Scilex, Nano and Pelthos. December 31, 2025 2024 Short-term: DNA (see b below) $ 540 $ 424 Entera (see c below) 227 248 Scilex (see d below) - 2,769 Pelthos (see f below) 4,650 - $ 5,417 3,441 December 31, 2025 2024 Long-term: Nano (see e below) 8,371 - $ 8,371 - b. DNA 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 date. 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. F- 17 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 3 - MARKETABLE SECURITIES (continued): c. Entera 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. d. Scilex 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. e. Nano 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. f. Pelthos 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 21. F- 18 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 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. 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 in-kind. 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. b. 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. F- 19 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 4 - INVESTMENTS, AT FAIR VALUE (continued): 2023 Scilex Transaction (continued) c. 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. Changes 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’ 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. 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: December 31, 2025 December 31, 2024 Tranche A Note $ 23,063 $ 13,714 Subsequent Penny Warrants $ - $ 2,772 Total $ 23,063 $ 16,486 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. F- 20 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: a. Convertible Notes SPA 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. b. Royalty Purchase Agreement 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. 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. c. ZTlido Rest of the World Binding Agreement 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 as of May 11, 2011, with Oishi Koseido Co., Ltd. (“Oishi”), and Itochu Chemical Frontier Corporation (“Itochu”), as amended, and (ii) the associated commercial supply agreement, dated February 16, 2017, between Scilex, Oishi and Itochu, as amended. F- 21 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 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. d. 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. e. 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 B Note. F- 22 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 $ 12.20 Conversion Rate 36.40 Floor Rate 36.40 Expected Term 0.77 Volatility 66.39 % Risk Free Rate 3.44 % Yield 75.09 % 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 $ 12.20 Exercise Price $ 20 – 36.4 Expected Term 3.77 – 3.95 Volatility 68.63 – 68.27 % Risk Free Rate 3.57 – 3.58 % Dividend Rate 0 % 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 December 31, 2024 Short term Long term Total Short term Long term Total Tranche Note B $ 11,473 $ - $ 11,473 $ 11,263 $ 4,535 $ 15,798 Warrant $ - $ 850 $ 850 $ - $ 548 $ 548 Royalty Purchase Agreement $ 1,072 $ 1,137 $ 2,209 $ 1,039 $ 937 $ 1,976 Total $ 12,545 $ 1,987 $ 14,532 $ 12,302 $ 6,020 $ 18,322 F- 23 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 The table below represents the fair value cycle of 2023 Scilex Transaction and 2024 Refinancing Transaction throughout December 31, 2024 and December 31, 2025: Tranche A Tranche B Total Balance as of December 31, 2023 $ 110,188 - $ 110,188 2024 Refinancing ( 21,575 ) 25,000 3,425 Proceeds from the sale of Transferred Warrants ( 300 ) - ( 300 ) Cash received from Tranche A Note repayment ( 64,200 ) - ( 64,200 ) Exercised warrants (*) ( 6,123 ) - ( 6,123 ) Amounts receivable from the royalty agreement - ( 398 ) ( 398 ) Change in fair value ( 1,504 ) ( 6,280 ) ( 7,784 ) Balance as of December 31, 2024 16,486 18,322 34,808 Amounts receivable from the royalty agreement (**) - ( 1,640 ) ( 1,640 ) Principal payments ( 9,875 ) ( 9,875 ) Proceeds from the sale of Subsequent Penny Warrants ( 28,500 ) - ( 28,500 ) Interest payments ( 1,845 ) ( 1,845 ) Change in fair value 35,077 9,570 44,647 Balance as of December 31, 2025 $ 23,063 $ 14,532 $ 37,595 (*) 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 Tranche B Note Total Amount Accrued Interest Fair Value Amount Accrued Interest Fair Value Fair Value Notes $ 7,675 $ 17,153 $ 23,063 $ 15,125 $ 341 $ 11,473 $ 34,536 Warrants - - - 207,143 - $ 850 $ 850 Royalty Purchase Agreement payment - - - - - $ 2,209 $ 2,209 December 31, 2025 $ 23,063 - $ 14,532 $ 37,595 F- 24 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, 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 Agreement 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. On 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 31, 2025. 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 scenarios. 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. F- 25 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, Inc. (Nasdaq: BTAI) (“BioXcel”). The loan is non-interest bearing and is non-recourse to the BioXcel shares. Repayment of 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: a. 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. As 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. b. Ex-U.S. 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 Agreement”). 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. F- 26 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 6 – EQUITY METHOD INVESTEE (continued): c. BioXcel 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 On March 24, 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 addition, 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. In May 2025, 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 principal. 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 . The changes 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: Hapisga Tova Chochma Total Loan $ 21,921 $ 5,000 $ 26,921 Loan repayment $ $ ( 500 ) $ ( 500 ) Fair value measurement 1,263 $ 259 $ 1,522 Fair value as of December 31, 2025 $ 23,184 $ 4,759 $ 27,943 F- 27 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 services. 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 income. 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. December 31, 2025 Cash $ 12,202 Short-term deposits 60,924 Other current assets 5,172 Non-current assets 27,354 Total assets 105,652 Current liabilities 10,507 Non-current liabilities 18,046 Shareholders’ equity 77,099 Total liabilities and stockholders’ deficit 105,652 April 24, 2025 - December 31, 2025 Net loss $ 29,313 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. F- 28 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 31, 2025: As of Parameters and Assumptions June 23, 2025 December 31, 2025 Share Price $ 2.985 $ 4.95 Exercise Price $ 3.47 - 3.9 $ 3.47 - 3.9 Expected Term 2.35 1.81 Volatility 55.61 % 49.04 % Risk Free Rate 3.89 % 3.47 % Dividend Rate 0 % 0 % 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 . The 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. The Company 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. F- 29 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: a. 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: b. 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. Composition: December 31, 2025 2024 Accounts payable $ 443 $ 789 Payroll and related accruals 755 407 Income tax 3,286 3,204 Accrued liabilities – Legal Fee 1,084 402 Accrued liabilities – Other 633 338 $ 6,201 $ 5,140 F- 30 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”). The 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 . 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 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: a. Medicox 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, 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. b. Grants from the Israel Innovation Authority (“IIA”) Under the terms of the Company’s funding from the IIA, royalties of 3 % are payable on sales of products developed from a project so funded, up to a maximum amount equaling 100 %- 150 % of the grants received (dollar linked) with the addition of interest at an annual rate based on SOFR. 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. 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. 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. F- 31 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 13 - COMMITMENTS (continued): c. Leases 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. 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 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. 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: December 31, 2025 December 31, 2024 Operating right-of-use assets $ 750 $ 414 Operating lease liabilities, current 285 216 Operating lease liabilities long-term 540 156 Total operating lease liabilities $ 825 $ 372 Weighted Average of Remaining Lease Term Operating leases 3.76 1.8 Weighted Average Discount Rate Operating leases 6.3 % 3.52 % Operating cash flows for operating lease for the years ended December 31, 2025 and 2024 were $ 292 and $ 264 , respectively. F- 32 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 13 - COMMITMENTS (continued): c. 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: December 31, 2025 2026 $ 332 2027 192 2028 163 2029 157 2030 104 Total undiscounted lease payments 948 Less: Interest* ( 123 ) Present value of lease liabilities $ 825 * Future lease payments were discounted by 3 %- 7 % interest rate. d. 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 (“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 $ 1,406 recognized in research and development expenses through December 31, 2025. The Company modified its clinical trial protocol and overall trial approach. 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. e. 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. F- 33 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 14 - STOCKHOLDERS’ EQUITY: The following are the significant capital stock transactions that took place during the years ended December 31, 2025 and 2024: a. On March 18, 2024, the Company entered into an at the market offering (the “StockBlock ATM Agreement”) with Rodman & Renshaw LLC and StockBlock Securities LLC, as agent, pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 75,000 , through a sales agent, subject to certain terms and conditions. Any shares sold will be sold pursuant to the Company’s effective shelf registration statement on Form S-3 including a prospectus dated March 18, 2024 and prospectus supplement dated September 1, 2021. The Company will pay the sales agent a cash commission of 3.0 % of the gross proceeds of the sale of any shares sold through the sales agent under the StockBlock ATM Agreement. As of December 31, 2025 no shares had been issued under the StockBlock ATM Agreement. b. 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. c. 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, as amended. 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 any time. 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. 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. F- 34 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 14 - STOCKHOLDERS’ EQUITY (continued): d. 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 sheets. 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. e. Waiver of loan granted to subsidiary– Oravax As of December 31, 2025, Oravax ceased its operations. As a result, 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. The following are the significant stock options, RSUs transactions with employees and board members made during the years ended December 31, 2025 and 2024: a. On January 4, 2024, the Company granted an aggregate of 941,500 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company. The RSUs will vest in twelve equal quarterly installments starting January 8, 2024. The total fair value of these RSUs on the date of grant was $ 2,250 using the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant. b. 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. F- 35 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 15 - STOCK-BASED COMPENSATION (continued): c. On January 4, 2024, the Company granted an aggregate of 187,610 RSUs representing a right to receive shares of the Company’s common stock to board members of the Company. 37,610 RSUs will vest in three equal quarterly installments starting April 1, 2024. 150,000 RSUs will vest in three equal annual installments starting January 1, 2025. The total fair value of these RSUs on the date of grant was $ 448 , using the quoted closing market share price of $ 2.39 on the Nasdaq Capital Market on the date of grant. d. On January 30, 2024, the Company granted an aggregate of 3,750 RSUs representing a right to receive shares of the Company’s common stock to board member of the Company. The RSUs will vest in four equal quarterly installments starting April 1, 2024. The total fair value of these RSUs on the date of grant was $ 11 , using the quoted closing market share price of $ 2.98 on the Nasdaq Capital Market on the date of grant. e. On April 17, 2024, the Company granted an aggregate of 29,800 RSUs representing a right to receive shares of the Company’s common stock to board member of the Company. 7,300 RSUs will vest in three equal quarterly installments starting July 1, 2024. 22,500 RSUs will vest in three equal annual installments starting January 1, 2025. The total fair value of these RSUs on the date of grant was $ 69 , using the quoted closing market share price of $ 2.33 on the Nasdaq Capital Market on the date of grant. f. 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. g. On June 21, 2024, 140,040 RSUs representing a right to receive shares of the Company’s common stock were granted to executive officer. 93,360 shall vest in one installment on June, 18 2026 and 46,680 shall vest in four equal quarterly installments starting September 9, 2026. The total fair value of these RSUs on the date of grant was $ 305 , using the quoted closing market share price of $ 2.18 on the Nasdaq Capital Market on the date of grant. h. On November 11, 2024, the Company granted an aggregate of 135,000 RSUs representing a right to receive shares of the Company’s common stock to executive officers of the Company. The RSUs vested on the date of grant. The total fair value of these RSUs on the date of grant was $ 321 , using the quoted closing market share price of $ 2.38 on the Nasdaq Capital Market on the date of grant. i. 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. j. 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. F- 36 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 15 - STOCK-BASED COMPENSATION (continued): k. 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. l. 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. m. 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. n. 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. o. 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. p. 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. q. 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. r. 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. F- 37 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 15 - STOCK-BASED COMPENSATION (continued): s. 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). t. Options to 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 below: Year ended December 31, 2025 2024 Number of options Weighted average exercise price Number of options Weighted average exercise price $ $ Options outstanding at beginning of year 1,661,008 7.21 1,909,676 8.03 Changes during the year: Granted - - - - Forfeited ( 625 ) 13.89 ( 49,125 ) 13.92 Expired - - ( 199,543 ) 13.40 Exercised - - - - Options outstanding at end of year 1,660,383 7.21 1,661,008 7.21 Options exercisable at end of year 1,501,633 7.18 1,442,258 6.91 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. u. 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 Average Remaining Contractual Life Years Weighted average exercise price $ 1-6 840,500 3.83 3.94 6.23-9.12 283,008 1.80 7.96 10.40-20.19 536,875 5.50 11.94 1,660,383 4.02 7.21 F- 38 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 15 - STOCK-BASED COMPENSATION (continued): u. 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. v. 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 Average Remaining Contractual Life Years Weighted Average Exercise Price $ 3.74-5.08 47,000 3.98 4.31 w. 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: Year ended December 31, 2025 2024 Number of RSUs Outstanding at the beginning of year 2,572,065 1,834,362 Changes during the year: Granted 3,228,791 1,792,460 Issued ( 1,410,437 ) ( 617,542 ) Forfeited ( 6,925 ) ( 386,445 ) Expired - ( 50,770 ) Outstanding at the end of the year 4,383,494 2,572,065 Vested during the year 1,880,104 925,937 Vested and unissued at year end 952,928 483,261 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 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. F- 39 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): Year ended December 31, 2025 2024 Basic income (loss) per common stock (numerator): Net income (loss) applicable to common stock 64,050 ( 19,060 ) Adjustment for dividends attributable to unvested RSUs ( 808 ) - Net income (loss) applicable to common stock – basic 63,242 ( 19,060 ) common stock (denominator): Weighted average number of common stock – basic 41,402,997 40,850,446 Basic income (loss) per common stock 1.53 ( 0.48 ) Diluted income (loss) per common stock (numerator): Net income (loss) applicable to common stock – basic 63,242 ( 19,060 ) Adjustment for dividends attributable to unvested RSUs 359 - Net income (loss) applicable to common stock – diluted 63,601 ( 19,060 ) common stock (denominator): Weighted average number of common stock – basic 41,402,997 40,850,446 Diluted effect of RSUs 1,015,647 - Weighted average number of common stock – diluted 42,418,644 40,850,446 Diluted income (loss) per common stock 1.50 ( 0.48 ) 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: Year ended December 31, 2025 2024 Revaluation of investments, net: Revaluation of Scilex, net (see note 4) 44,647 ( 4,359 ) Revaluation of Hapisga, net (see note 7) 1,522 - Revaluation of Alpha Tau, net (see note 8) 36,997 - Revaluation of RoyaltyVest loan, net (see note 4) ( 447 ) - Revaluation of Profit Sharing Loan Agreement (see note 4) 372 57 Revaluation of Convertible Note (see note 9) 1,636 - Revaluation of other marketable securities (see note 4) 3,212 ( 3,114 ) 87,939 ( 7,416 ) Interest Income 2,373 4,983 Exchange rate ( 252 ) 174 Other ( 606 ) ( 27 ) $ 89,454 $ ( 2,286 ) F- 40 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) 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. a. Corporate taxation in the U.S. 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 ). Under U.S. 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. b. Corporate taxation in Israel The Subsidiary is taxed in accordance with Israeli tax laws. The corporate tax rate applicable to 2025 and 2024 is 23 %. As of December 31, 2025, the Subsidiary and Oravax Medical Ltd. had 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. c. 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. d. Deferred income taxes December 31, 2025 2024 In respect of: Net operating loss carryforward $ 27,306 $ 26,797 Research and development expenses 1,005 1,220 Revaluation of investments ( 7,973 ) 5,608 Other temporary differences 134 2,495 Less - valuation allowance ( 28,383 ) ( 36,120 ) Net deferred tax liability $ ( 7,911 ) $ - 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 realized. F- 41 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 18 - TAXES ON INCOME (continued): e. Income (Loss) before taxes on income and income taxes included in the consolidated statements of comprehensive income (loss) Year ended December 31, 2025 2024 Income (loss) before taxes on income: U.S. $ 46,424 $ ( 8,853 ) Outside U.S. 28,900 ( 7,067 ) $ 75,324 $ ( 15,920 ) Taxes on income (tax benefit): Current: U.S. 3,573 3,183 Outside U.S. - - $ 3,573 $ 3,183 Deferred Taxes: U.S. $ ( 184 ) $ - Outside U.S. 8,095 - $ 7,911 $ - Prior Year Taxes: U.S. ( 176 ) - Outside U.S. - - $ ( 176 ) $ - Total Taxes: U.S. $ 3,213 $ 3,183 Outside U.S. 8,095 - $ 11,308 $ 3,183 F- 42 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 18 - TAXES ON INCOME (continued): f. 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. 2024 Income (loss) before taxes expenses $ ( 15,920 ) Statutory tax (benefit) expense – 21 % ( 3,343 ) Increase (decrease) in income taxes resulting from: Change in valuation allowance 7,647 Disallowable deductions ( 878 ) Influence of different tax rate applicable to the Subsidiary and Oravax Medical Ltd. ( 219 ) Prior year adjustments ( 13 ) Uncertain tax position ( 11 ) Taxes on income for the reported year $ 3,183 Year ended December 31, 2025 Amount Percent U.S. federal statutory tax rate $ 15,818 21 Foreign tax effects Israel Share-based payment awards 2,573 3.4 Changes In Valuation allowance ( 1,137 ) ( 1.5 ) Statutory tax rate difference between Israel and United States 579 0.8 Other 13 0.0 Effect of cross-border tax laws 114 0.2 Change in the valuation allowance ( 6,600 ) ( 8.8 ) Nontaxable or nondeductible items 122 0.2 Other ( 174 ) ( 0.2 ) Effective Tax Rate $ 11,308 15.0 F- 43 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 18 - TAXES ON INCOME (continued): g. Uncertainty in Income Taxes ASC 740, “Income Taxes” requires significant judgment in determining what constitutes an individual tax position as well as assessing the outcome of each tax position. Changes in judgment as to recognition or measurement of tax positions can materially affect the estimate of the effective tax rate and consequently, affect the operating results of the Company. The Company recognizes interest and penalties related to its tax contingencies as income tax expense. The following table summarizes the activity of the Company unrecognized tax benefits: Year ended December 31, 2025 2024 Balance at Beginning of Year $ - $ 11 Decrease in uncertain tax positions for the current year - ( 11 ) 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. Federal 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. h. Valuation Allowance Rollforward Year ended Balance at beginning of year Additions (deductions) Balance at end of year Allowance in respect of carryforward tax losses: Year ended December 31, 2025 $ 36,120 $ ( 7,737 ) $ 28,383 Year ended December 31, 2024 $ 28,473 $ 7,647 $ 36,120 F- 44 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) 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, 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 financial income in the consolidated statements of comprehensive income, reflecting their distinct nature from core business operations. NOTE 20 - RELATED PARTY TRANSACTIONS: a. Chief 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 ). 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 ($ 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 ). F- 45 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 20 - RELATED PARTY TRANSACTIONS (continued): b. President 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 ). d. Balances with related parties: December 31, 2025 2024 Accounts payable and accrued expenses - Shnida $ 380 $ 175 Accounts payable and accrued expenses - Miriam Kidron 272 154 Total payable to related parties $ 652 $ 329 F- 46 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 20 - RELATED PARTY TRANSACTIONS (continued): e. Expenses to related parties: Year ended December 31, 2025 2024 KNRY $ 562 $ 563 Miriam Kidron (Chief Scientific Officer) 150 - Shnida 768 514 Nadav Kidron (President and Chief Executive Officer) 232 297 Total expenses to related parties $ 1,712 $ 1,374 NOTE 21 - SUBSEQUENT EVENTS: a. 2023 Scilex 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. b. Dividend In connection with Note 14, on January 22, 2026, the Company distributed a dividend in the amount of $ 10,061 to its shareholders. c. PSUs vested 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. d. Nano 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. F- 47 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 21 - SUBSEQUENT EVENTS (continued): e. Pelthos 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. f. Lifeward 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. The 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 us: (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). F- 48 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 21 - SUBSEQUENT EVENTS (continued): f. Lifeward (continued): Pre-Funded Warrants and Share Purchase Warrants 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 to Lifeward; 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. F- 49 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 21 - SUBSEQUENT EVENTS (continued): f. Lifeward (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; or F- 50 ORAMED PHARMACEUTICALS INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In thousands (except share and per share data) NOTE 21 - SUBSEQUENT EVENTS (continued): f. 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. g. 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. h. 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 period. The Fund’s initial closing, subject to a minimum capital commitment of $ 75,000 , is expected to occur in the third quarter of 2026. The Company is currently evaluating the accounting treatment of this arrangement and the impact, if any, on its consolidated financial statements. i. RSU Grant 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. F- 51 (b) Exhibits 3.1 Composite Copy of Certificate of Incorporation, as amended as of January 22, 2013, corrected February 8, 2013, as amended as of July 25, 2014, corrected September 5, 2017 and as further amended as of August 3, 2020 (incorporated by reference from our annual report on Form 10-K filed November 24, 2020) 3.2 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). 3.3 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). 4.1 Specimen Common Stock Certificate (incorporated by reference from our registration statement on Form S-1 filed February 1, 2013). 4.2 Description of Securities (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K filed on March 27, 2025). 4.3 Rights 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, 2025). 4.4 Form of Pre-Funded Warrant. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 14, 2026). 4.5 Form of Share Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on January 14, 2026). 4.6 Form 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). 4.7 Form 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). 4.8 Form of February 2026 Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on February 20, 2026). 10.1+ Consulting Agreement by and between Oramed Pharmaceuticals Inc. and Shnida Ltd., entered into as of November 1, 2022, for the services of Nadav Kidron (incorporated by reference from our annual report on Form 10-K filed March 6, 2023). 10.2+ 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. 10.3+ 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). 10.4+ Amendment, dated April 27, 2023, to Employment Agreement by and between Oramed Ltd. and Nadav Kidron, entered into as of November 1, 2022 (incorporated by reference from our annual report on Form 10-K filed March 6, 2024). 10.5+ Amendment, dated January 8, 2024, to Employment Agreement by and between Oramed Ltd. and Nadav Kidron, entered into as of November 1, 2022 (incorporated by reference from our annual report on Form 10-K filed March 6, 2024). 10.6+ 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). 74 10.7 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). 10.8 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. 10.9+ 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). 10.10 Amendment, dated December 31, 2025, to Employment Agreement by and between Oramed Ltd. and Miriam Kidron, entered into as of January 1, 2026. 10.11+ Oramed Pharmaceuticals Inc. 2019 Stock Incentive Plan (incorporated by reference from our definitive proxy statement on Schedule 14A filed August 6, 2019). 10.12+ Oramed Pharmaceuticals Inc. Amended and Restated 2019 Stock Incentive Plan (incorporated by reference from our definitive proxy statement on Schedule 14A filed June 30, 2020). 10.13+ Amendment to Oramed Pharmaceuticals Inc. Amended and Restated 2019 Stock Incentive Plan (incorporated by reference from our definitive proxy statement on Schedule 14A filed June 2, 2022). 10.14+ Form of Notice of Stock Option Award and Stock Option Award Agreement (incorporated by reference from our annual report on Form 10-K filed November 27, 2019). 10.15+ Form of Restricted Stock Unit Notice and Restricted Stock Unit Agreement (incorporated by reference from our annual report on Form 10-K filed March 6, 2023). 10.16 Joint Venture Agreement, dated January 22, 2024, among Oramed Pharmaceuticals Inc., Oramed Ltd., Hefei Tianhui Biotech Co., Ltd. and Technowl Limited (incorporated by reference from our current report on Form 8-K filed January 23, 2024). 10.17 At the Market Offering Agreement, dated March 18, 2024, by and among the Company, Rodman & Renshaw LLC and StockBlock Securities LLC. (incorporated by reference from our current report on Form 8-K filed March 18, 2024). 10.18§ 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). 10.19 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). 10.20 Registration Rights Agreement, dated September 21, 2023, by and between Oramed Pharmaceuticals Inc. and Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed September 26, 2023). 10.21§ Subsidiary Guarantee, dated September 21, 2023, by and among Oramed Pharmaceuticals, Acquiom Agency Services LLC, Scilex Holding Company, and certain subsidiaries of Scilex Holding Company party thereto (incorporated by reference from our current report on Form 8-K filed September 26, 2023). 10.22 Security Agreement, dated September 21, 2023, by and among Oramed Pharmaceuticals, Acquiom Agency Services LLC, Scilex Holding Company, and certain subsidiaries of Scilex Holding Company party thereto (incorporated by reference from our current report on Form 8-K filed September 26, 2023). 10.23 Letter Agreement, dated as of September 20, 2024, by and between Oramed Pharmaceuticals Inc. and Scilex Holding Company (incorporated by reference from our current report on Form 8-K filed September 23, 2024). 10.24 Master Services Agreement dated September 23, 2024, between Oramed Ltd. and InClin, Inc. (incorporated by reference from our current report on Form 8-K filed September 26, 2024). 10.25 Securities Purchase Agreement, dated October 7, 2024, by and between Scilex Holding Company and the investors signatory thereto (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.26 Amendment No. 1 to Scilex-Oramed SPA, dated October 8, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals Inc (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 75 10.27 Tranche B Senior Secured Convertible Note, dated October 8, 2024, issued by Scilex Holding Company to the Company (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.28 Warrant to Purchase Common Stock, dated October 8, 2024, issued by Scilex Holding Company to the Company (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.29 Purchase and Sale Agreement, dated October 8, 2024, by and among Scilex Holding Company, Silex Pharmaceuticals Inc. and the purchasers signatory thereto (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.30 Security Agreement, dated October 8, 2024, by and among Scilex Pharmaceuticals Inc., and the purchasers signatory thereto (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.31 Subordination Agreement, dated October 8, 2024, by and among Scilex Pharmaceuticals Inc., Acquiom Agency Services LLC and other signatories thereto (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.32 Consent and Amendment, dated as of October 8, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals Inc. (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.33 Subsidiary 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). 10.34 Amended and Restated Security Agreement, dated October 8, 2024, by and among Scilex Holding Company, the Subsidiaries of Scilex Holding Company party thereto, Oramed Pharmaceuticals Inc. and Acquiom Agency Services LLC (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.35 Rest of World License Term Sheet, dated October 8, 2024, between Oramed Pharmaceuticals Inc., Scilex Holding Company and the other parties signatories thereto (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.36 Agreement Among Holders, dated October 8, 2024, by and between Oramed Pharmaceuticals Inc., Acquiom Agency Services LLC and the other signatories thereto (incorporated by reference from our current report on Form 8-K filed October 8, 2024). 10.37 Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference from our current report on Form 8-K filed January 3, 2025). 10.38 Amendment to Senior Secured Promissory Note, dated January 21, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., and SCLX Stock Acquisition JV LLC (incorporated by reference from our current report on Form 8-K filed January 22, 2025). 10.39 Form 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). 10.40* 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). 10.41* English Summary of Inter-Lender Agreement, dated March 24, 2025, by and between Oramed Ltd. and Tova Hochma Im Nachala Ltd. (originally executed in Hebrew; filed pursuant to Rule 306 of Regulation S-T). 76 10.42 Employment Agreement by and between Oramed Ltd. and Joshua Hexter, entered into as of August 18, 2019. 10.43 Amendment, dated September 19, 2021, to Employment Agreement by and between Oramed Ltd. and Joshua Hexter, entered into as of August 1, 2021. 10.44 Amendment, dated August 10, 2022, to Employment Agreement by and between Oramed Ltd. and Joshua Hexter, entered into as of July 1, 2022. 10.45 Amendment, dated April 27, 2023, to Employment Agreement by and between Oramed Ltd. and Joshua Hexter, entered into as of April 17, 2023. 10.46 Amendment, dated February 8, 2024, to Employment Agreement by and between Oramed Ltd. and Joshua Hexter, entered into as of January 1, 2024. 10.47 Amendment, dated November 7, 2024, to Employment Agreement by and between Oramed Ltd. and Joshua Hexter, entered into as of July 1, 2024. 10.48 Amendment, dated December 31, 2025, to Employment Agreement by and between Oramed Ltd. and Joshua Hexter, entered into as of January 1, 2026. 10.49 Consulting Agreement by and between Oramed Pharmaceuticals Inc. and Avi Gabay, entered into as of January 1, 2026, for the services of Avi Gabay. 10.50 Employment Agreement by and between Oramed Ltd. and Avi Gabay, entered into as of June 6, 2024. 10.51 Amendment, dated December 31, 2025, to Employment Agreement by and between Oramed Ltd. and Avi Gabay, entered into as of June 6, 2024. 10.52 Option 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). 10.53 Share 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). 10.54 Share 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). 10.55 Form 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). 10.56 Form 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) . 10.57 Form 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). 10.58 Warrant 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). 77 19.1 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) 21.1* Subsidiaries. (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 27, 2025) 23.1* Consent of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, an independent registered public accounting firm. 31.1* 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. 31.2* Certification Statement of the Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended. 32.1** Certification Statement of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350. 32.2** Certification Statement of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350. 97.1 Oramed Pharmaceuticals Inc. Clawback Policy, adopted November 9, 2023 (incorporated by reference from our annual report on Form 10-K filed March 6, 2024). 101.1* The following financial statements from the Company’s annual report on Form 10-K for the year ended December 31, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Loss, (iii) Consolidated Statements of Changes in Stockholders’ Equity, (iv) Consolidated Statements of Cash Flows and (v) the Notes to Consolidated Financial Statements, tagged as blocks of text and in detail. 104.1* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. + Management contract or compensation plan. § Certain exhibits and similar attachments to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or other attachment will be furnished supplementary to the SEC upon request. ITEM 16. FORM 10-K SUMMARY. None. 78 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ORAMED PHARMACEUTICALS INC. /s/ Nadav Kidron Nadav Kidron, President and Chief Executive Officer Date: March 26, 2026 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. /s/ Nadav Kidron March 26, 2026 Nadav Kidron, President and Chief Executive Officer and Director (principal executive officer) /s/ Avraham Gabay March 26, 2026 Avraham Gabay, Chief Financial Officer (principal financial and accounting officer) /s/ Dr. Daniel Aghion March 26, 2026 Dr. Daniel Aghion, Director /s/ Miriam Kidron March 26, 2026 Miriam Kidron, Director /s/ Arie Mayer March 26, 2026 Arie Mayer, Director /s/ Yehuda Reznick March 26, 2026 Yehuda Reznick, Director /s/ Benjamin Shapiro March 26, 2026 Benjamin Shapiro, Director 79