ORAMED PHARMACEUTICALS INC.

We may not realize the value of the Option Agreement and Subsequent Penny Warrants that we expect.

Our ability to realize the full value of the Option Agreement, or to complete the repurchase of the Subsequent Penny Warrants under its terms, is subject to significant uncertainty. There can be no assurance that Scilex will make the required payments or complete the repurchase within the agreed timeline, if at all. If the Option Agreement is terminated or Scilex fails to fulfill its obligations, our ability to monetize or exercise the warrants remains limited due to both regulatory and practical constraints. Specifically, Nasdaq Listing Rule 5635(d) requires shareholder approval for the issuance of securities exceeding 20% of a company’s outstanding shares at below-market prices. As a result, we may be unable to exercise or sell the full amount of the warrants without triggering such restrictions. These limitations may prevent us from realizing the full economic benefit of the Penny Warrants.

Our various real estate and other investments, including, but not limited to Alpha Tau, a clinical-stage company, involve significant risks and might not provide long-term value appreciation and potential income streams that we expect to receive.

As of the day of this report, we have various real estate and other investments, including, but not limited to Alpha Tau, a clinical-stage company, which constitute a part of our business strategy. We believe that these investments could provide long-term value appreciation and potential income streams, further strengthening our financial position and maximizing shareholder value.

However, these investments involve significant risks and might not provide long-term value appreciation and potential income streams that we expect to receive. For example, if Alpha Tau fails to achieve positive clinical results or obtain regulatory approvals, the value of our investment could decline materially, which may adversely affect our financial results. Additionally, conditions in the real estate market might change, which, in turn, might affect the value of our real estate investments.