ORAMED PHARMACEUTICALS INC.

NOTE 1 - GENERAL:

Incorporation and Operations

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. Following the transaction with Lifeward, the development activities related to the POD™ technology are expected to continue through OraTech.

On March 4, 2026, the Company incorporated a wholly-owned subsidiary in Israel, OraTech Pharmaceuticals Ltd. (“OraTech Ltd”), which served as a corporate vehicle for the transaction with Lifeward (see note 9).

Lifeward Transaction

On January 12, 2026, the Company entered into a Share Purchase Agreement with Lifeward Ltd. (“Lifeward”) (Nasdaq: LFWD) and OraTech Ltd., pursuant to which Lifeward agreed to acquire all of the outstanding equity interests of OraTech Ltd. from the Company (the “Share Purchase Agreement”). Prior to the closing, the Company transferred to OraTech Ltd. all intellectual property and related assets relating to the Company’s POD™ (Protein Oral Delivery) technology platform, together with $6,500 to fund the next planned clinical trial and related development activities. The transaction closed on March 25, 2026 (the “Lifeward Closing Date”), and from that date forward, OraTech Ltd. will bear all research and development expenses related to the POD™ technology platform.

In consideration for the acquisition of OraTech Ltd., Lifeward issued to the Company:

The Company may not exercise any portion of its Pre-Funded Warrants or Share Purchase Warrants to the extent that the Company, together with its affiliates, would beneficially own more than 45.0% of the outstanding Lifeward Ordinary Shares immediately after exercise (which will automatically increase to 49.99% following the date on which (i) the other noteholders no longer hold any of their respective Notes (as defined below), and (ii) the other noteholders have sold all the Lifeward Ordinary Shares issued or issuable upon conversion of the their respective Notes and exercise of the such other noteholders’ accompanying Share Purchase Warrants. The Company may, subject to certain conditions, increase the beneficial ownership limitation upon at least 61 days’ prior notice to

NOTE 1 - GENERAL(continued):

Lifeward; subject to Lifeward’s prior consent, which such consent shall not be unreasonably withheld, conditioned or delayed.

In addition to the Share Purchase Agreement, on the Lifeward Closing Date, the Company entered into a securities purchase agreement (the “Lifeward Notes Purchase Agreement”), pursuant to which, on March 25, 2026, following satisfaction of closing conditions set forth in the Lifeward Notes Purchase Agreement, Lifeward issued to the Company $9,000 aggregate principal amount of senior secured convertible note (together with senior secured convertible notes issued to other investors, the “Initial Notes”), convertible into Lifeward Ordinary Shares at a conversion price of $5.40 per share, together with warrants to purchase up to 1,666,666 Lifeward Ordinary Shares at an exercise price of $5.40 per share (the “Note Warrants”). The Note Warrants are exercisable and expire five years from the date of issuance.

Under the Lifeward Notes Purchase Agreement, Lifeward also has the right to require the Company to fund a second tranche of $9,000 aggregate principal amount of senior secured convertible notes (the “Additional Notes”, and together with the Initial Notes, the “Notes”), on substantially the same terms as the Initial Notes, together with warrants to purchase up to 1,666,666 Lifeward Ordinary Shares (the “Additional Note Warrants”) upon the occurrence of either of the following: (i) Lifeward’s achievement of 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 the Lifeward Ordinary Shares equaling or exceeding $13.80 per share for 10 consecutive trading days immediately prior to the additional closing. As of March 31, 2026, neither of the foregoing conditions had been satisfied, and accordingly, the Additional Note had not been funded.

The Company may not exercise any portion of the Note Warrants to the extent that, after giving effect to such exercise, the Company and its affiliates would beneficially own more than 45.0% of the outstanding Lifeward Ordinary Shares immediately after exercise (which will automatically increase to 49.99% following the date on which (i) the other noteholders no longer hold any of their respective Notes (as defined below), and (ii) the other noteholders have sold all the Lifeward Ordinary Shares issued or issuable upon conversion of the their respective Notes and exercise of the such other noteholders’ accompanying Share Purchase Warrants. The Company may, subject to certain conditions, increase the beneficial ownership limitation upon at least 61 days’ prior notice to Lifeward; subject to Lifeward’s prior consent, which such consent shall not be unreasonably withheld, conditioned or delayed.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:

The interim condensed consolidated financial statements included herein have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) and, on the same basis as the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”). These interim condensed consolidated financial statements reflect all adjustments that are of a normal recurring nature and that are considered necessary for a fair statement of the results of the periods presented. Certain information and disclosures normally included in annual consolidated financial statements have been omitted in this interim period report pursuant to the rules and regulations of the Securities and Exchange Commission. Because the condensed consolidated interim financial statements do not include all of the information and disclosures required by U.S. GAAP for annual financial statements, they should be read in conjunction with the audited consolidated financial statements and notes included in the 2025 Form 10-K. The results for interim periods are not necessarily indicative of a full fiscal year’s results.

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 a 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. The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements.

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 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 expands 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.

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 March 31, 2026 and December 31, 2025, 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 recognizes income from its Services Agreement with Alpha Tau for investor relations and public relations on a straight-line basis. Under the Services 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 the three months ended March 31, 2026, the Company recognized income of $250 under “Other income, net” and deferred $75, which was presented under “Deferred income”.

In addition, the Company recorded income of $227 related to the straight-line recognition of the Alpha Tau Warrants under “Other income, net”. For further details, see Note 8.

In connection with the Share Purchase Agreement (see note 1 above), the Company recognized a gain of $5,821 on sale of the IP from the Subsidiary, which is presented within “Other income, net” in the consolidated statements of operations.

On November 13, 2022, the Company entered into a ten-year distribution license agreement (“Medicox License Agreement”) with Medicox Co., Ltd. (“Medicox”), pursuant to which the Company granted Medicox an exclusive license to apply for regulatory approval and distribute ORMD-0801 in the Republic of Korea.

The Medicox License Agreement contains a fixed non refundable consideration of $2,000, which was received by the Company during the year ended December 31, 2022. The Company’s performance obligation consisted of a stand-ready obligation to support Medicox, and the related consideration was to be recognized as revenue on a straight-line basis over the period during which the Company expected to provide such support.

As such support had not commenced, the consideration was presented as long-term deferred revenue on the consolidated balance sheet as of December 31, 2025.

Following the Lifeward transaction (see note 9) the expected clinical development timeline for the approval of ORMD-0801 was extended beyond the term contemplated under the Medicox License Agreement. Consequently, the Company concluded that the agreement was no longer commercially viable and that there was no remaining performance obligation to fulfill under it.

Accordingly, during the three months ended March 31, 2026, the Company recognized income associated with the Medicox License Agreement in an amount of $2,000 under “Other income, net” in the consolidated statements of operations.

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.

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.

In connection with the Share Purchase Agreement and the Lifeward Notes Purchase Agreement (see Note 1 above), Lifeward issued the following components to the Company, each of which is accounted for as described below:

The Company has determined that Lifeward is a variable interest entity (“VIE”) for which the Company is not the primary beneficiary, as it does not have the power to direct the activities that most significantly impact Lifeward’s economic performance. Accordingly, the Company does not consolidate Lifeward. The investment was initially measured at fair value, determined by reference to the quoted closing price of Lifeward’s Ordinary Shares on the Lifeward Closing Date.

The Pre-Funded Warrants are accounted for as equity securities under ASC 321 and are measured at fair value, with changes in fair value recognized in “Financial income (loss), net” in the consolidated statements of operations.

The Share Purchase Warrants are accounted for as derivative instruments under ASC 815, as they meet the definition of a derivative and are not within the scope of ASC 323. These warrants are measured at fair value, with changes in fair value recognized in “Financial income (loss), net” in the consolidated statements of operations.

The Company has determined that the Lifeward Revenue Share payments represent variable consideration associated with the transfer of intellectual property and accounts for these amounts by analogy to the variable consideration guidance in ASC 606. The Company concluded that the sales- or usage-based royalty exception under ASC 606 does not apply, as the underlying transaction represents a sale of intellectual property rather than a license of intellectual property. Accordingly, amounts are included in the measurement of consideration only to the extent that it is probable that a significant reversal of cumulative consideration recognized will not occur when the underlying sales-based uncertainty is subsequently resolved.

The Company has elected the fair value option under ASC 825-10 for its investment in the Initial Note. The Note Warrants are accounted for as derivative instruments under ASC 815, as they meet the definition of a derivative. Both the Initial Note and the Note Warrants are measured at fair value, with changes in fair value recognized in “Financial income (loss), net” in the consolidated statements of operations. See Note 9 for further details.

NOTE 3 - MARKETABLE SECURITIES

The Company’s marketable securities include investments in equity securities of IC Hotels (“DNA”), Entera Bio Ltd. (“Entera”), Nano Dimension Ltd. (“Nano”) and Pelthos Therapeutics Inc. (“Pelthos”), and derivative instruments consisting of put options and written call options on Nano’s shares, all of which are classified as Level 2 based on Observable market prices in active markets and measured at fair value, with changes in fair value recognized in income.

Composition:

During the three months ended March 31, 2026, the Company recognized an unrealized loss of $1,691 related to marketable securities, which was recognized in “financial income (loss), net.”

NOTE 4 - INVESTMENTS, AT FAIR VALUE:

2023 Scilex Transaction

On September 21, 2023, the Company entered into a securities purchase agreement with Scilex (the “2023 Scilex Transaction”), pursuant to which Scilex issued to the Company:

2024 Refinancing

In October 2024, the Company entered into the transactions (collectively, the “2024 Refinancing”) pursuant to which Scilex issued to the Company:

The Company purchased 50% interest in a new tranche B of senior secured convertible notes issued by Scilex (the “Tranche B Note”), with the Company’s share equal to an aggregate principal amount of $25,000, repayable quarterly over two years and maturing on October 8, 2026. The Company also received 107,143 warrants to purchase Scilex common stock at an exercise price of $36.4 per share (the “Tranche B Warrants”). In consideration, the principal balance of the Tranche A Note was reduced by $22,500.

As of March 31, 2026, Scilex has repaid $13,000 of the principal amount outstanding under the Tranche B Note, leaving a remaining principal balance of $12,000 with accrued interest of $390.

The Company acquired the right to receive 4% of worldwide net sales of ZTLido, SP-103, and related products for ten years, in exchange for a $2,500 reduction in the principal balance of the Tranche A Note.

The Company, together with other institutional investors, entered into a binding term sheet for an ex-U.S. license and development arrangement covering certain lidocaine-based products. This license is held through RoyaltyVest (see Note 6).

On January 2, 2025, the Company and the other Tranche B Note holders agreed to defer Scilex’s first amortization payment under the Tranche B Note to October 8, 2026. In consideration, the Company received $877 in cash ($500 principal and $377 accrued interest),71,429 shares of Scilex common stock, a 2% ten-year royalty on global net sales of Gloperba and Elyxyb (excluding Elyxyb in Canada), and an option (exercised in 2025 through RoyaltyVest) to acquire ex-U.S. rights to Gloperba for $500. See Note 6.

In October 2025, in consideration for deferring an October 1, 2025 amortization payment under the Tranche B Note (which was subsequently paid in November 2025), Scilex agreed to issue the Company warrants to purchase 100,000 shares of Scilex common stock at an exercise price of $20 per share. 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 Tranche 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.

The valuation of the Tranche B Note was performed based on the binomial model, using a discount rate of 107.47%.

The following table summarizes the assumptions and estimates used to value the Tranche B Note as of March 31, 2026:

The fair value of the Note B Warrants was calculated based on Black and Scholes model.

The following table summarizes the assumptions and estimates used to value the Note B Warrants as of March 31, 2026:

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 107.43% to 114.44%.

As of March 31, 2026, and December 31, 2025, the fair value of the Tranche B Note was less than the aggregate unpaid principal balance (which includes interest payable on maturity) by $2,909 and $4,488, 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 throughout December 31, 2025 and March 31, 2026:

Financial income (loss) recognized in respect of the 2023 Scilex Transaction and the 2024 Refinancing, for the three months ended March 31, 2026 and 2025, was income of $3,616 and loss of $4,007, respectively.

The table below presents the fair value breakdown as of March 31, 2026:

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.

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 interest at an annual rate of 6% and originally matured on December 31, 2025. The maturity date was subsequently extended to June 30, 2026. 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.

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 2.76 years, a curve rate of 16.22% and a risk spread of 0.43%.

As of March 31, 2026 and December 31, 2025, the fair value of the Profit Sharing Loan Agreement and the Additional Loan was $1,933 and $1,890, respectively.

On December 29, 2025, the Company entered into an 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’s 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. On February 5, 2026, the Company had funded NIS 1,556 ($499) under this commitment.

The Company has elected the fair value option, in accordance with ASC Topic 825, Financial Instruments, to measure its investment in Ruby Sapphire II. The fair value is determined based on the Company’s pro-rata share of the fund’s net asset value as reported by the fund on a quarterly basis (with a one-quarter lag). As of March 31, 2026, the fair value of the investment in Ruby Sapphire II was $492.

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), payable in installments. As of March 31, 2026, the Company had paid the full purchase price. 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”.

NOTE 6 - LOAN TO AN EQUITY METHOD INVESTEE

On October 8, 2024, the Company and certain other investors (the “Additional Holders of Note B”) entered into a refinancing agreement with Scilex, pursuant to which the parties were granted rights to receive royalties from certain Scilex products. In connection with these rights, the Additional Holders of Note B incorporated RoyaltyVest Ltd. (“RoyaltyVest”) in the British Virgin Islands on January 2, 2025, and on February 12, 2025, transferred 50% of its issued and outstanding capital stock to the Company. As of March 31, 2026, the carrying value of the loan to an equity method investee was $423. During the three months ended March 31, 2026, the Company recognized $130 representing its share of RoyaltyVest’s net loss for the period.

There are no unrecognized losses, guarantees, or commitments related to RoyaltyVest, and no impairment losses were recorded during the reporting periods. In addition to its original investment, the Company uses RoyaltyVest as a potential investment vehicle for additional transactions conducted in collaboration with the other shareholders.

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, with repayment of principal and yield to be made from the proceeds of sales of BioXcel shares and warrants. The Company has elected the fair value option to measure the loan and accordingly presents it at fair value. During the year ended December 31, 2025, the Company received $6,251 of principal repayments from BioXcel share sales. No principal repayments were received during the three months ended March 31, 2026.

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. (“Hapisga”) to finance a purchase of a real estate asset in Jerusalem, Israel in the amount of up to $22,650. The loan had an original one-year maturity and bears interest at an annual rate of 12%. The loan is secured by a lien registered on the property, reflecting a commitment to register a first-ranking mortgage, with the property valued at approximately $990,000.

In March 2025, the Company also 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 was to be offset against final repayment of the loan. The deposit amount did not accrue interest and therefore, the Company remained entitled to the full interest on Tova Chochma’s portion of the loan’s principal.

On March 31, 2026, the Company and Hapisga entered into an extension of the loan agreement (the “Loan Extension”). Under the Loan Extension: (i) the maturity date of the loan was extended for an additional 24-month period, from April 2, 2026 to April 2, 2028; (ii) effective April 2, 2026, the principal balance of the loan was converted into NIS and fixed at NIS 100,000,000, with interest of 12% per annum calculated on the NIS-denominated principal; and (iii) accrued interest under the original loan agreement for the period from April 2, 2025 to April 2, 2026 totaled $3,300.

In connection with the Loan Extension, Tova Chochma was removed as a party to the loan agreement and related security documents, as the loan had in fact been extended solely by the Company. Concurrently, on March 31, 2026, the Company refunded the $500 deposit previously received from Tova Chochma in May 2025.

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 7.38%-7.98%. The changes in the fair value of the loan are recorded in the “financial income (loss), net”.

As of March 31, 2026 and December 31, 2025, the fair value of the loan was $35,412 and $27,943, respectively. The loan is included within “Investments at fair value” as a long-term asset in the consolidated balance sheets.

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 March 31, 2026, 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 that certain services agreement (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 Services 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 March 31, 2026. Alpha Tau is a publicly traded company listed on the Nasdaq Capital Market, and its financial information is based on publicly available filings.

As of March 31, 2026 and December 31, 2025, the fair value of the Company’s investment in Alpha Tau ordinary shares was $102,299 and $71,623, respectively.

The fair value of the Alpha Tau ordinary shares held by the Company was determined by reference to the closing price of Alpha Tau’s ordinary shares, which was $7.07 as of March 31, 2026 and $4.95 as of December 31, 2025.

As of each of March 31, 2026 and December 31, 2025, the Company held approximately 17% of the voting interest in Alpha Tau’s ordinary shares.

The Alpha Tau 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.

NOTE 8 - INVESTMENT IN ASSOCIATE AT FAIR VALUE(continued):

The following table summarizes the assumptions and estimates used to value the Alpha Tau Warrants as of March 31, 2026 and December 31, 2025:

As of March 31, 2026, and December 31, 2025, the fair value of the Alpha Tau Warrants was $12,000 and $6,242, respectively.

For the three months ended March 31, 2026, the Company recognized an unrealized gain of $36,433 on its investment in Alpha Tau, recorded within “financial income (loss), net” in the consolidated statement of comprehensive income (loss).

NOTE 9 - INVESTMENT IN LIFEWARD

Investment in Lifeward Ltd.

In connection with the Lifeward Ordinary Shares (see Note 1 above), the Company received an aggregate of 1,250,363 Lifeward ordinary shares, representing 45% of Lifeward’s outstanding ordinary shares as of the Lifeward Closing Date.

Measurement of the Cost of the Investment

In accordance with ASC 610-20, the cost of the investment was measured at the fair value of the consideration received on Lifeward Closing Date. The fair value of the Lifeward ordinary shares received was determined by reference to the closing price of Lifeward’s ordinary shares on the Nasdaq Capital Market on the Lifeward Closing Date. The resulting initial carrying value of the investment was $8,165.

NOTE 9 - INVESTMENT IN LIFEWARD(continued):

In connection with the Share Purchase Agreement (see note 1 above), the following components issued by Lifeward to the Company are measured at fair value:

Pre-Funded Warrants

The fair value of the Pre-Funded Warrants is determined based on the quoted price of Lifeward’s ordinary shares, adjusted to reflect probability-weighted scenarios considered by management, and is classified as a Level 3 fair value measurement. As of March 31, 2026, the fair value of the Pre-Funded Warrants was $2,449 and is presented within “Investment in Lifeward” as a long-term asset in the consolidated balance sheet.

Share Purchase Warrants

The fair value of the Share Purchase Warrants is determined using a Black-Scholes option pricing model, adjusted to reflect probability-weighted scenarios considered by management, and is classified as a Level 3 fair value measurement. As of March 31, 2026, the fair value of the Share Purchase Warrants was $2,285 and is presented within “Investment in Lifeward” as a long-term asset in the consolidated balance sheet.

The following table summarizes the assumptions and estimates used to value the Share Purchase Warrants as of March 25, 2026 and March 31, 2026:

NOTE 9 - INVESTMENT IN LIFEWARD(continued):** **

In connection with the Lifeward Revenue Share (see Note 1 above), the estimate is based on Oramed’s forecast. As of March 31, 2026, the balance related to the Lifeward Revenue Share amounted to $472 and is presented within “Investment in Lifeward” in the consolidated balance sheet.

On November 14, 2025, in anticipation of the transactions contemplated by the Share Purchase Agreement and the Lifeward Notes Purchase Agreement described above, the Company entered into a loan agreement with Lifeward pursuant to which the Company loaned Lifeward $3,000 in exchange for a senior secured promissory note (the “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 Secured Promissory Note was secured by a lien on Lifeward’s cash and accounts receivable, and the principal and accrued interest thereunder were convertible into Lifeward ordinary shares at a conversion price of $5.40 per share. As of December 31, 2025, the fair value of the Secured Promissory Note was $4,637.

On February 12, 2026, the Company agreed to provide Lifeward with an additional secured promissory note with an initial principal amount of $525, which could 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 the Lifeward Closing Date, the Company had funded an aggregate of $1,025 under the additional note.

On the Lifeward Closing Date, the outstanding balance of the Secured Promissory Note and the additional note, including accrued interest thereon, was converted into the Initial Note. The Company funded the remaining principal amount of the Initial Note through an additional cash payment of $4,398. In connection with the transaction, the Company recognized a loss of $1,459.

Initial Note

The valuation of the Initial Note was performed based on a binomial model, using a discount rate of 32%, adjusted to reflect probability-weighted scenarios considered by management over the expected term of the instrument.

NOTE 9 - INVESTMENT IN LIFEWARD(continued):

The following table summarizes the assumptions and estimates used to value the Initial Note as of March 25, 2026 and March 31, 2026:

Note Warrants

The fair value of the Note Warrants is determined using a Black-Scholes option pricing model, adjusted to reflect probability-weighted scenarios considered by management over the expected term of the instrument.

The assumptions and estimates used to value the Note Warrants as of March 25, 2026 and March 31, 2026 are the same as those used to value the Share Purchase Warrants.

As of March 31, 2026, the fair value of the Initial Note and the Note Warrants was $9,121.

For the three months ended March 31, 2026, the Company recognized a gain of $119 related to changes in the fair value of the Initial Note and the Note Warrants, which is included in financial income (expense), net in the consolidated statements of comprehensive income (loss).

NOTE 10 - COMMITMENTS:

On September 23, 2024, the Subsidiary entered into a Clinical Research Organization Services Agreement with a third party to retain it as a clinical research organization (the “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 in connection with its Phase 3 clinical trial. As consideration for these services, the Company is obligated to pay the CRO an aggregate amount of up to $11,577 over the term of the engagement, payable upon the achievement of specified milestones, of which $16 was recognized in research and development expenses during the three months ended March 31, 2026.

The Company’s obligations under the Clinical Research Organization Services Agreement remain in effect notwithstanding the Lifeward transaction. However, in light of the current stage of clinical development, the Company is engaged in discussions with the CRO to revise the scope of services and reduce the overall cost of the agreement.

In connection with the Share Purchase Agreement, the Company entered into a Clinical Trial Management Agreement with Oratech Ltd. (the “Management Agreement”), pursuant to which the Company is contractually obligated to manage the clinical study of Oratech Ltd.’s investigational oral insulin capsule product (the “Study”), including the provision of clinical trial management and administrative services through completion of the Study (the “Services”). The Management Agreement will terminate upon completion of the Study, unless earlier terminated in accordance with its terms.

Prior to the Lifeward Closing Date , the Company funded Oratech Ltd. with $6,500 in cash, intended to fund the Study. Under the Management Agreement, Oratech Ltd. will pay the Company for the Services out of such funds, including reimbursement of reasonable out-of-pocket expenses actually incurred by the Company in providing the Services and payments made by the Company on behalf of Oratech Ltd. to third parties and vendors, such as clinical sites, in each case subject to the limitations and maximum payment amounts set forth in the Management Agreement. To the extent the actual cost of the Study exceeds $6,500, the Company will bear such excess costs without additional consideration from Lifeward or Oratech Ltd. Based on the Company’s current estimates, the Company does not expect the actual cost of the Study to exceed $6,500. The Company recognized $975 as deferred income in connection with the Clinical Trial Management Agreement.

NOTE 10 - COMMITMENTS (continued):

The Company has various operating leases for office space and vehicles that expire through 2030. Below is a summary of the Company’s operating right-of-use assets and operating lease liabilities as of March 31, 2026 and December 31, 2025:

Lease payments for the Company’s right-of-use assets over the remaining lease periods as of March 31, 2026 and December 31, 2025 are as follows:

NOTE 11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES:

Composition:

NOTE 12 - STOCKHOLDERS’ EQUITY:

Below is a table summarizing all of the RSU grants to employees made during the three months ended March 31, 2026.

Performance restricted stock units (“PSUs”) granted

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.

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, the Company recognized stock-based compensation expense of $469 during the three months ended March 31, 2026, based on the fair value determined using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant.

NOTE 12 - STOCKHOLDERS’ EQUITY(continued):

Net-Settlement of RSUs

On March 30, 2026, an aggregate of 959,803 restricted stock units (“RSUs”) that had vested in prior years, originally granted to executives under Section 3(i) of the Israeli Income Tax Ordinance, were settled on a net-settlement basis for tax withholding purposes. As a result,479,902 RSUs were withheld and returned to the Company’s equity incentive plan pool, and 479,901 ordinary shares were issued to the executives. The cash settlement of the related withholding tax obligation, in the amount of $1,519, is reflected within “Tax withholdings related to stock-based compensation settlements” in the consolidated statements of changes in stockholders’ equity.

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. 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. The aggregate dividend and dividend equivalent amount, including amounts attributable to outstanding warrants and unvested RSUs, totaled $10,870.

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.

During the three months ended March 31, 2026, the Company paid dividends of $10,061 to its shareholders, together with dividend equivalents of $295 to RSU holders and $5 to warrant holders. In addition, dividend equivalents of $5 were forfeited in connection with the forfeiture of the underlying RSUs upon a director’s departure.

As of March 31, 2026, dividends payable of $501 recorded in the consolidated balance sheets.

NOTE 13 - 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 three months ended March 31, 2026, options to purchase common stock and warrants totaling 1,426,883 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 three months ended March 31, 2025, all potentially dilutive common stock, including options, warrants and RSUs totaling 3,939,604, were considered antidilutive and therefore excluded from the calculation of diluted income per common stock for the period.

NOTE 14 - FINANCIAL INCOME (LOSS), NET:

NOTE 15 - TAXES ON INCOME:

The following table summarizes the Company’s taxes on income:

NOTE 16 - SEGMENT REPORTING:

The Company’s Chief Executive Officer, serving as the Chief Operating Decision Maker (CODM), evaluates operational performance and makes resource allocation decisions based on net income (loss), which is reported in the consolidated statements of comprehensive income (loss). The Company has determined that it operates in asingle reportable segment, focused on research and development activities related to its proprietary products and technologies.

The CODM monitors budgeted versus actual net income (loss), using this measure to assess segment performance and guide financial planning, which is consistent with the financial statements. In addition to its research and development activities, the Company holds financial investments which the CODM monitors these investments separately from operational performance. Income and expenses related to financial instruments are reported as finance income (expenses) in the consolidated statements of comprehensive income (loss), reflecting their distinct nature from core business operations.

NOTE 17 - RELATED PARTY TRANSACTIONS:

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 ($37).

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 ($18). 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, the 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 ($14) 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).

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 ($31). Pursuant to the agreement, Shnida and the President and Chief Executive Officer each agree that during the term of the agreement and for a 12-month period thereafter, none of them will compete with the Company nor solicit employees of the Company.

Effective as of January 1, 2026, the monthly consulting fee of the Chief Executive Officer is NIS 118,587 ($37).

NOTE 17 - RELATED PARTY TRANSACTIONS(continued):

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 a gross monthly salary of NIS 59,330 ($16) in consideration for his services as President and Chief Executive Officer of the Subsidiary. In addition, the President and Chief Executive Officer is provided with a phone and a company car pursuant to the terms of his agreement.

Effective as of January 1, 2026, the gross monthly salary of the Chief Executive Officer is NIS 63,186 ($20).

NOTE 18 - SUBSEQUENT EVENTS:

In connection with Note 4, On April 19, 2026, the Company extended the maturity date of Tranche A Note to June 15, 2026. Under the updated terms: (i) $1,000 is to be paid on April 30, 2026 (in addition to the Tranche A Note); (ii) $10,000 is to be paid on May 15, 2026, of which the amount will first be applied against the April 1, 2026 amortization amount related to Tranche B Note, with the remaining amount applied against Tranche A Note; and (iii) the remaining balance will be paid on or before June 15, 2026. Under the amendment, Scilex may elect to satisfy the obligation through the delivery of shares of Datavault, Inc. (“Datavault”) (Nasdaq: DVLT).

On May 8, 2026, the company received 7,000,000 shares of Datavault, which the Company continues to hold as of May 19, 2026.

Subsequent to March 31, 2026 and through May 19, 2026, the Company sold 143,423 shares of Pelthos common stock for aggregate proceeds of $3,451. Following these sales, the Company no longer holds any shares of Pelthos common stock.

Subsequent to March 31, 2026 and through May 19, 2026, the Company purchased an additional 1,336,565 ordinary shares of Nano for an aggregate purchase price of $2,288 and, in connection with the May 15, 2026 expiration of previously disclosed options, sold 1,325,000 shares for $2,650, with the remaining options extended.

Following these transactions, the Company holds an aggregate of 10,579,708 ordinary shares of Nano as of May 19, 2026.

On April 15, 2026, the Company invested $2,500 in a junior participation interest in a senior secured construction loan to 83 Wythe LLC, pursuant to a Junior Participation Agreement with 83 Wythe Senior Investors, L.P. The Company is entitled to a 9% preferred annual return on its invested capital. The Company is obligated to fund its pro rata share of future construction advances. The loan matures on October 15, 2028, with extension options through October 15, 2029.

On May 13, 2026, the Company invested $3,000 in a participation interest in a senior secured mortgage loan to Warren at Bay LLC, pursuant to a Participation Agreement with A&P Senior Investors, L.P. The Company is entitled to (i) an 8% per annum interest coupon, payable quarterly in arrears from a dedicated reserve account, and (ii) an additional 4% per annum interest promote, which accrues and compounds annually and is payable in kind upon repayment in full of the loan. The loan matures on May 13, 2029, with extension options through May 13, 2031.