ORAMED PHARMACEUTICALS INC.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:

Oramed Pharmaceuticals Inc. (collectively with its subsidiaries, the “Company,” unless the context indicates otherwise), a Delaware corporation, was incorporated on April 12, 2002.

On May 14, 2007, the Company incorporated a wholly-owned subsidiary in Israel, Oramed Ltd. (the “Subsidiary”), which is engaged in research and development.

On March 18, 2021, the Company entered 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.

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”).

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).

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.

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.

The consolidated financial statements include the accounts of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated in consolidation.

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.

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:

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:

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.

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.

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.

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.

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).

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.

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.

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.

The Company recognizes income from its Service Agreement with Alpha Tau for investor relations and public relations on a straight-line basis. Under the Service Agreement, the Company received non-cash consideration of Alpha Tau Warrants (as defined below) to purchase up to 3,237,000 shares, measured at their issuance date fair value of $2,727 and entitled to receive six semi-annual payments of $500, totaling $3,000. The income is presented under the “Other income, net” line item (net of related expenses), since the Company does not view investor relations services to be output of its ordinary activities. In addition, changes in the fair value of the Alpha Tau Warrants are presented under “Financial Income (loss), net”.

During 2025, the Company issued invoices in an aggregate amount of $997. Of this amount, $553 was recognized as income and recorded under “Other income, net,” while the remaining $444 was deferred and presented under “Deferred income”.

In addition, the Company recorded an income of $549 related to the straight-line recognition of the Alpha Tau Warrants under “Other income, net”. For further details, see Note 8.

Research and development 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.

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.

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.

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.

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.

Investments granting significant influence are generally accounted for under the equity method. For the investment in Alpha Tau, the Company has elected the fair value option under ASC 825-10. The fair value option has been elected as the Company believes it best reflects the underlying economics of the investment in Alpha Tau. As a result, the Company recognizes the change in the fair value in “Financial income (loss), net”.

Summarized financial information for Alpha Tau, as determined in accordance with Rule 8-03(b)(3) of Regulation S-X is included in note 8.

The Company leases real estate and cars for use in its operations, which are classified as operating leases. In addition to rent, the leases may require the Company to pay directly for fees, insurance, maintenance and other operating expenses.

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right of use assets and operating lease liabilities in the consolidated balance sheets. Right of use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. 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.

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.

NOTE 2 - SHORT-TERM DEPOSITS:

Composition:

NOTE 3 - MARKETABLE SECURITIES:

The Company’s marketable securities include investments in equity securities of DNA, Entera, Scilex, Nano and Pelthos.

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.

NOTE 3 - MARKETABLE SECURITIES(continued):

Entera ordinary shares have been traded on the Nasdaq Capital Market since June 28, 2018. The Company measures the investment at fair value from such date, since it has a readily determinable fair value. The fair value of those securities is measured at the quoted prices of the securities on the measurement date.

During the years ended December 31, 2025 and 2024, the Company did not sell any of Entera’s ordinary shares. The Company recognized an unrealized gain on its investment in Entera of $(21) in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2025. As of December 31, 2025, the Company owns approximately 0.26% of Entera’s outstanding ordinary shares.

Scilex common stock are traded on the Nasdaq Capital Market. The fair value of those securities is measured at the quoted prices of the securities on the measurement date.

Through December 31, 2025, the Company sold all shares of Scilex common stock for total gross proceeds of $2,865. Following the sale, the Company no longer holds any shares of Scilex common stock.

On November 11, 2025, the Company purchased ordinary shares of Nano Dimension Ltd (“Nano”), through December 31, 2025, the Company purchased 5,436,791 ordinary shares for an aggregate purchase price of $8,501. The aggregate purchase price excludes transaction fees equal to 1% of the number of shares purchased in each transaction, amounting to $54, which were expensed as incurred. The fair value of those securities is measured at the quoted prices of the securities on the measurement date.

The Company recognized an unrealized gain on its investment in Nano of $(130) in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2025. As of December 31, 2025, the Company owns approximately 2.58% of Nano’s outstanding ordinary shares. For more information, see note 21.

On July 1, 2025, the Company entered into a securities purchase agreement with Pelthos Therapeutics Inc. (“Pelthos”), pursuant to which the Company invested $1,500 and acquired 150,000 shares of Pelthos common stock. The Company recognized an unrealized gain on its investment in Pelthos of $3,150 in the consolidated statement of comprehensive income (loss) for the year ended December 31, 2025.

Pelthos common stock are traded on the Nasdaq Capital Market. The fair value of those securities is measured at the quoted prices of the securities on the measurement date. As of December 31, 2025, the Company owns approximately 4.9% of Pelthos’s outstanding common stock. For more information, see note 21.

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:

2023 Scilex Transaction (continued)

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:

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.

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.

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:

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.

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:

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:

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:

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:

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:

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.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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:

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.

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.

NOTE 6 – EQUITY METHOD INVESTEE(continued):

On March 4, 2025, RoyaltyVest participated in a registered direct offering by BioXcel, acquiring 188,383 shares of BioXcel’s common stock,3,811,617 pre-funded warrants and accompanying warrants to purchase up to an additional 4,000,000 shares for a total consideration of $14,000. The warrants have an exercise price of $4.20 per share, are immediately exercisable, and will expire five years from the date of issuance. The pre-funded warrants have an exercise price of $0.001 per share, and are immediately exercisable with no expiration date.

As of December 31, 2025, RoyaltyVest sold 4,000,000 shares and 2,600,000 warrants for $12,502. As of December 31, 2025, RoyaltyVest continues to hold 1,400,000 warrants and no longer holds any shares of BioXcel common stock.

NOTE 7 - LOAN AGREEMENT MEASURED IN FAIR VALUE

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:

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.

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.

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 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.

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:

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:

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 wasno change in the value of the Diasome investment.

NOTE 11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Composition:

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:

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.

NOTE 13 - COMMITMENTS(continued):

On August 2, 2020, the Subsidiary entered into a lease agreement for its facilities in Israel. The lease agreement is for a period of 60 months commencing September 1, 2020. 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:

Operating cash flows for operating lease for the years ended December 31, 2025 and 2024 were $292 and $264, respectively.

NOTE 13 - COMMITMENTS(continued):

Lease payments for the Company’s right-of-use assets over the remaining lease periods as of December 31, 2025 are as follows:

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.

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.

NOTE 14 - STOCKHOLDERS’ EQUITY:

The following are the significant capital stock transactions that took place during the years ended December 31, 2025 and 2024:

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.

NOTE 14 - STOCKHOLDERS’ EQUITY (continued):

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.

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 intoone 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 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:

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.

The following table presents summary information concerning the options granted to employees and directors outstanding as of December 31, 2025:

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.

The following table presents summary information concerning the options granted to non-employees outstanding as of December 31, 2025:

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:

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.

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):

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:

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.

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.

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.

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.

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.

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:

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.

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 asingle 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:

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).

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 20 - RELATED PARTY TRANSACTIONS(continued):

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).

NOTE 20 - RELATED PARTY TRANSACTIONS (continued):

NOTE 21 - SUBSEQUENT EVENTS:

In connection with Note 4, regarding the Tranche B Note, on January 7, 2026, the Company received a repayment from Scilex of $3,396 ($3,125 of the principal amount and $271 interest). On February 27, 2026, the Company received a payment of $395 from Scilex representing royalties owed for the three months ended December 31, 2025.

In connection with Note 14, on January 22, 2026, the Company distributed a dividend in the amount of $10,061 to its shareholders.

In connection with Note 15, during January 2026, the applicable market condition related to 166,000 PSUs previously granted to the Company’s executive officers was satisfied. As a result, such PSUs vested in full.

Subsequent to December 31, 2025 and through March 26, 2026, the Company purchased an additional 6,401,939 ordinary shares of Nano for an aggregate purchase price of $12,308 and the Company sold 1,269,987 ordinary shares of Nano for aggregate proceeds of $2,606. Following these transactions, the Company holds an aggregate of 10,568,743 ordinary shares of Nano, representing approximately 5.02% of its outstanding share capital as of March 26, 2026.

Subsequent to December 31, 2025 and through March 26, 2026, the Company sold 6,577 shares of Pelthos common stock for aggregate proceeds of $173. Following these sales, the Company hold 143,423 shares of Pelthos common stock.

In connection with note 9, on February 12, 2026, we agreed to provide Lifeward with an additional secured promissory note with an initial principal amount of $525, which may be increased by up to an additional $975, bearing interest at 24% per annum and secured by a lien on Lifeward’s cash. As of March 26, 2026, we had funded $1,025 under this additional note.

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.

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).

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.

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.

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.

(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

(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.

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.

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.

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.