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ORAMED PHARMACEUTICALS INC.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 10, 2026

ORMP$3.86-0.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-19.

0001213900-26-059112

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001213900-26-087361

ITEM 2. - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 102 previous paragraphs and 87 current paragraphs.

35 unchanged; 28 reworded; 20 added; 33 removed; 6 previous and 4 current paragraphs rearranged.

Tables are not compared: 7 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (20)

Current report

Oramed has transformed into a strategic healthcare operating company focused on building long-term value through active ownership and operational leadership. We selectively acquire meaningful strategic positions in companies where we can leverage our expertise across corporate strategy, clinical and regulatory development, commercialization, capital markets, and business growth. By partnering closely with management and providing hands-on operational guidance, we seek to accelerate innovation and unlock the full potential of our portfolio companies. Our value creation is driven by operating and growing these businesses, with a focus on long-term strategic development and real-world impact.

Current report

On July 1, 2026, we amended the Profit Sharing Loan Agreement to increase the total loan amount to NIS 8,700,000 ($2,893,000). The additional NIS 3,042,000 ($1,013,000) was funded on July 2, 2026. In addition, the Company’s entitlement upon completion of the Project was amended to the greater of: (i) 20% annual interest on the outstanding loan principal or (ii) 60% of the project profits.

Current report

In July 2026, we entered into definitive agreements with MAR Development LLC or, “MAR”, to invest up to $1,000,000 in MAR Oramed JV LLC, a joint venture with MAR, for the development of self-storage projects. The investment will be deployed on a project-by-project basis, with approximately $500,000 allocated to the first project, a self-storage development in Buffalo, New York. Under the agreements, we entitled to a 15% annual preferred return on its invested capital per project, a share of the development and construction fee income generated by MAR affiliates, and 30% of general partner distributions attributable to each funded project. During July 2026, we paid $200,000 toward the first project, and expects to pay the remaining $300,000 during the third quarter of 2026.

Current report

Comparison of six and three months ended June 30, 2026 and 2025

Current report

There were no research and development expenses during the three months ended June 30, 2026, compared to approximately $1,034,000 for the three months ended June 30, 2025. Following the sale of the related intellectual property to OraTech, costs associated with OraTech’s clinical study are, beginning in the second quarter of 2026, presented within “Other Income, Net” pursuant to the Clinical Trial Management Agreement, and are therefore no longer recognized as research and development expenses.

Current report

General and administrative expenses for the six months ended June 30, 2026, increased by 28% to approximately $4,831,000 compared to approximately $3,762,000 for the six months ended June 30, 2025. The increase was mainly due to stock-based compensation expenses and an increase in professional fees expenses.

Current report

General and administrative expenses for the three months ended June 30, 2026, increased by 90% to approximately $2,766,000 compared to approximately $1,455,000 for the three months ended June 30, 2025. The increase was mainly due to an increase of stock-based compensation expenses and an increase in professional fees expenses.

Current report

Operating loss was approximately $6,425,000 for the six months ended June 30, 2026, compared to approximately $6,989,000 for the six months ended June 30, 2025. The decrease of approximately 8%, was primarily attributable to a decrease in research and development, which was partially offset by an increase in general and administrative expenses, see above.

Current report

Net financial income was approximately $148,592,000 for the six months ended June 30, 2026, compared to financial income of approximately $12,808,000 for the six months ended June 30, 2025. The increase was primarily due to the revaluation of the investments in Alpha Tau.

Current report

The provision for tax on income in the interim period is determined using an estimated annual effective tax rate.

Current report

On April 24, 2025, our wholly-owned subsidiary, Oramed Ltd., entered into a share purchase agreement with Alpha Tau Medical Ltd. (“Alpha Tau”), a clinical-stage oncology company developing the Alpha DaRT™ alpha-radiation cancer therapy platform, under which, and through additional purchases since then, we have in the aggregate invested approximately $38.2 million to purchase 14,469,335 Alpha Tau ordinary shares (an average price of approximately $2.64 per share), representing approximately 17% of Alpha Tau’s outstanding share capital as of August 10, 2026. Concurrently, we entered into a three-year services agreement to provide Alpha Tau investor relations and public relations services in exchange for a non-refundable fee of $3,000,000 and warrants to purchase up to 3,237,000 Alpha Tau ordinary shares at exercise prices ranging from $3.474 to $3.90 per share, subject to limited termination rights.Alpha DaRT™ Platform and Technology

Current report

On June 2, 2026, Alpha Tau entered into a strategic collaboration with Tolmar International Ltd. to develop and commercialize Alpha DaRT for the treatment of prostate cancer in the United States—a market of more than 330,000 new cases each year—elevating prostate cancer to a core commercial focus and providing a strong third-party validation of the Alpha DaRT platform. The agreement grants Tolmar exclusive U.S. commercialization rights for prostate cancer, with an option to expand into bladder cancer subject to additional payments. Under the collaboration, Tolmar committed an initial $15 million manufacturing investment and a $20 million equity investment at $11.99 per share (a 25% premium to the 30-day VWAP), with up to $161.5 million in clinical, regulatory and commercial milestones for the first indication. Critically, Alpha Tau will manufacture and supply Alpha DaRT to Tolmar at 60% of the onward net sales price (subject to certain adjustments), retaining the majority of the economics on each treatment sold in the U.S. prostate indication.

Current report

On June 30, 2026, Lifeward entered into an additional securities purchase agreement with certain investors, pursuant to which Lifeward agreed to issue approximately $5,600,000 aggregate principal amount of additional senior secured convertible notes. The additional investment closed in July 2026, subsequent to the balance sheet date, as announced by Lifeward on July 7, 2026. In connection with such investment, the Initial Note, the Share Purchase Warrants and the Pre-Funded Warrants held by us were amended and restated (the “A&R Note”, “A&R Warrant” and “A&R Pre-Funded Warrant”, respectively) to, among other things, provide that the notes rank pari passu with respect to the collateral securing them.

Current report

In February 2026, Lifeward’s ReWalk Personal Exoskeleton gained Medicare Advantage coverage from Aetna, which—together with prior authorizations previously issued by UnitedHealthcare and Humana—extended coverage across three of the largest Medicare Advantage insurers, collectively representing approximately 16 million beneficiaries in the United States.
Removed paragraphs (33)

Previous report

Oramed has evolved into a strategic operator of medical technology businesses. We acquire controlling interests in portfolio companies and assume active responsibility for their direction, including appointing and overseeing management, designing and executing clinical trial programs, setting regulatory and commercialization strategy, guiding long-term business development, and supporting capital markets activities and investor communications on their behalf. Our value creation derives from operating these businesses, not from holding securities for investment purposes.

Previous report

On April 19, 2026, we extended the maturity date of Tranche A Note to June 15, 2026. Under the updated terms: (i) $1,000,000 is to be paid on April 30, 2026 (in addition to the Tranche A Note); (ii) $10,000,000 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).

Previous report

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

Previous report

On July 1, 2025, we purchased 150,000 shares of common stock of Pelthos Therapeutics Inc (“Pelthos”) for an aggregate amount of $1,500,000 and sold 6,577 shares of common stock of Pelthos for aggregate proceeds of approximately $173,000. Subsequent to March 31, 2026 and through May 19, 2026, we sold 143,423 shares of Pelthos common stock for aggregate proceeds of approximately $3,451,000. Following these sales, we no longer hold any shares of Pelthos common stock.

Previous report

In March 2025, the Company entered into loan agreements with Hapisga Project – New Talpiot Ltd. (“Hapisga”) and Tova Chochma Im Nachala Ltd. (“Tova Chochma”) in an aggregate amount of up to $27,650 to finance the purchase of a real estate asset in Jerusalem, Israel. The loans bear interest at an annual rate of 12% and are secured by a lien on the underlying property.

Previous report

On March 31, 2026, the Company entered into an extension of the Hapisga loan agreement, pursuant to which the maturity date was extended through April 2, 2028 and the outstanding principal balance was converted into NIS and fixed at NIS 100,000,000. In connection with the extension, Tova Chochma was removed as a party to the loan agreement and related security documents.

Previous report

On April 15, 2026, we invested $2,500,000 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. we entitled to a 9% preferred annual return on its invested capital. We 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.

Previous report

On May 13, 2026, we invested $3,000,000 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.

Previous report

Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, employee benefits, costs of materials, supplies, the cost of services provided by outside contractors, including services related to our clinical trials, clinical trial expenses, the full cost of manufacturing drugs for use in research and preclinical development. All costs associated with research and development are expensed as incurred.

Previous report

Clinical trial costs are a significant component of research and development expenses and include costs associated with third-party contractors. We outsource a substantial portion of our clinical trial activities, utilizing external entities such as contract research organizations, or CROs, independent clinical investigators and other third-party service providers to assist us with the execution of our clinical trials.

Previous report

Clinical activities, which relate principally to clinical sites and other administrative functions to manage our clinical trials, are performed primarily by CROs. CROs typically perform most of the start-up activities for our trials, including document preparation, site identification, screening and preparation, pre-trial visits, training and program management.

Previous report

Clinical trial and preclinical trial expenses include regulatory and scientific consultants’ compensation and fees, research expenses, purchase of materials, cost of manufacturing of the oral insulin and exenatide capsules, payments for patient recruitment and treatment, as well as salaries and related expenses of research and development staff.

Previous report

General and administrative expenses for the three months ended March 31, 2026 decreased by 10% to approximately $2,065,000 compared to approximately $2,307,000 for the three months ended March 31, 2025. The decrease was mainly due to a decrease in stock-based compensation expenses due to the forfeiture of restricted stock units (“RSUs”) related to a former director, which was partially offset by an increase in salary expenses.

Previous report

Net income was approximately $38,310,000, for the three months ended March 31, 2026, compared to net loss of approximately $7,642,000, for the three months ended March 31, 2025. The increase was primarily attributable to financial Income, see above.

Previous report

On April 24, 2025, our wholly-owned subsidiary, Oramed Ltd. entered into a share purchase agreement with Alpha Tau, Medical Ltd. (“Alpha Tau”), a clinical-stage oncology company developing a proprietary alpha-radiation cancer therapy platform known as Alpha DaRT™. Pursuant to the agreement, Oramed Ltd. purchased 14,110,121 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 approximately $36,900,000. The closing of the transaction occurred on April 28, 2025. In connection with the investment, Oramed Ltd. has the right and has nominated two directors to Alpha Tau’s board of directors. In addition, since the share purchase agreement date and until March 31, 2026, we purchased an additional 359,214 shares of Alpha Tau for an aggregate amount of $1,255,781. As of May 19, 2026, we hold an aggregate of 14,469,335 ordinary shares of Alpha Tau, representing approximately 17% of its outstanding share capital.

Previous report

Concurrently, we and Alpha Tau entered into a services agreement (the “Services Agreement”), pursuant to which we will provide Alpha Tau with investor relations and public relations services. As consideration, Alpha Tau agreed to pay us a non-refundable fee of $3,000,000 over three years and to issue to us 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. The term of the Services Agreement is three years, with limited termination rights.

Previous report

We recognized a gain of approximately $6,796,000 on sale of the IP from the Subsidiary. Of this gain, approximately $975,000 was reclassified to deferred income in connection with the Clinical Trial Management Agreement (defined below).

Previous report

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.
Reworded paragraphs (28)

Previous wording

As of March 31, 2026, we purchased an aggregate of 11,838,730 ordinary shares, par value NIS 5.00 per share or, “Nano Ordinary Shares”, of Nano Dimension Ltd., or Nano, for an aggregate amount of approximately $20,759,000 and we sold 1,269,987 ordinary shares of Nano for aggregate proceeds of approximately $2,606,000. Subsequent to March 31, 2026 and through May 19, 2026, we 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, we hold an aggregate of 10,579,708 ordinary shares of Nano as of May 19, 2026.

Current wording

As of June 30, 2026, we purchased an aggregate of 18,175,295 ordinary shares, par value NIS 5.00 per share or, “Nano Ordinary Shares”, of Nano Dimension Ltd., or Nano, for an aggregate amount of approximately $29,397,000 and we sold 3,095,587 ordinary shares of Nano for aggregate proceeds of approximately $5,879,000. Subsequent to June 30, 2026 and through August 10, 2026, the Company sold 8,200,000 ordinary shares of Nano for aggregate proceeds of approximately $12,678,000 and, in connection with the previously disclosed written call options and put options on Nano Ordinary Shares, all remaining options were closed for net proceeds of approximately $1,192,000, and we no longer hold any option positions. Following these transactions, the Company holds an aggregate of 6,879,708 ordinary shares of Nano as of August 10, 2026.

Previous wording

The following table summarizes certain statements of operations data of the Company for the three months ended March 31, 2026 and 2025 (in thousands of dollars except share and per share data):

Current wording

The following table summarizes certain statements of operations data of the Company for the six and three months ended June 30, 2026 and 2025 (in thousands of dollars except share and per share data):

Previous wording

We have no recognized revenue in the three months ended March 31, 2026, compared to $2,000,000 revenue recognized related to the Technology License Agreement, dated November 30, 2015, with Hefei Tianhui Biotech Co., Ltd. (“HTIT”), as amended (the “HTIT License Agreement”), for the three months ended March 31, 2025.

Current wording

We have no recognized revenue in the six months ended June 30, 2026, compared to $2,000,000 revenue recognized related to the Technology License Agreement, dated November 30, 2015, with Hefei Tianhui Biotech Co., Ltd. (“HTIT”), as amended (the “HTIT License Agreement”), for the six months ended June 30, 2025.* *The decrease in recognized revenue is attributable to the full recognition of all deferred revenue under the HTIT License Agreement in prior periods.

Previous wording

There was no cost of revenue during the three months ended March 31, 2026, compared to approximately $1,987,000 cost of revenue for the three months ended March 31, 2025. The decrease was due to the fulfillment of our payment obligation by remitting approximately $2,046,000 to the Israel Innovation Authority (the “IIA”), which was partially offset by an expense reversal of approximately $59,000, and as a result we have no further obligations to the IIA.

Current wording

There was no cost of revenue during the six months ended June 30, 2026, compared to approximately $1,987,000 cost of revenue for the six months ended June 30, 2025. The decrease was due to the fulfillment of our payment obligation by remitting approximately $2,046,000 to the Israel Innovation Authority (the “IIA”), which was partially offset by an expense reversal of approximately $59,000, and as a result we have no further obligations to the IIA.

Previous wording

Research and development expenses for the three months ended March 31, 2026 decreased by 28% to approximately $1,594,000, compared to approximately $2,206,000 for the three months ended March 31, 2025. The decrease was primarily attributable to a decrease in CRO expenses, which was partially offset by an increase in raw materials expenses.

Current wording

Research and development expenses for the six months ended June 30, 2026 decreased by 51% to approximately $1,594,000, compared to approximately $3,240,000 for the six months ended June 30, 2025. The decrease was primarily attributable to reimbursements received under the Clinical Trial Management Agreement with OraTech.

Previous wording

Operating loss was approximately $3,659,000 for the three months ended March 31, 2026, compared to approximately $4,500,000 for the three months ended March 31, 2025. The decrease of approximately 30%, was primarily attributable to a decrease in general and administrative and a decrease in research and development, see above.

Current wording

Operating loss was approximately $2,766,000 for the three months ended June 30, 2026, compared to approximately $2,489,000 for the three months ended June 30, 2025. The increase of approximately 11%, was primarily attributable to an increase in general and administrative, which was partially offset by a decrease in research and development, see above.

Previous wording

Net other income was approximately $8,250,000 for the three months ended March 31, 2026, compared to no net other income for the three months ended March 31, 2025. The change was primarily due to the gain on sale of IP, revenue related to the Medicox and other income related to Alpha Tau, partially offset by IR expenses related to Alpha Tau.

Current wording

Net other income was approximately $8,860,000 for the six months ended June 30, 2026, compared to approximately $257,000 for the six months ended June 30, 2025. The increase was primarily due to the gain on sale of IP to Oratech, revenue related to Medicox and an increase in other income related to Alpha Tau, which was partially offset by IR expenses related to Alpha Tau.

Previous wording

Net financial income was approximately $44,849,000 for the three months ended March 31, 2026, compared to net financial expenses of approximately $2,558,000 for the three months ended March 31, 2025. The change was primarily due to the revaluation of the investments in Alpha Tau, Scilex, Hapisga, partially offset by a decrease in the revaluation of other marketable securities.

Current wording

Net financial income was approximately $103,743,000 for the three months ended June 30, 2026, compared to financial income of approximately $15,366,000 for the three months ended June 30, 2025. The increase was primarily due to the revaluation of the investments in Alpha Tau.

Previous wording

During the three months ended March 31, 2026, we recognized income tax expense of approximately $11,130,000, compared to income tax expenses of approximately $584,000 for the three months ended March 31, 2025. The increase in income tax expense was attributable to deferred tax expense of approximately $9,836,000 mainly related to investment in Alpha Tau, while the current tax expense of approximately $710,000 was mainly attributable to tax on the gain from the sale of IP.

Current wording

During the six months ended June 30, 2026, we recognized tax expenses on income of approximately $34,561,000 compared to tax on income of approximately $458,000 for the six months ended June 30, 2025. The increase in income tax expense was attributable to deferred tax expense of approximately $31,633,000 mainly related to investment in Alpha Tau, while current tax expense of approximately $2,928,000 was mainly attributable to tax on the gain from the sale of IP and Scilex transaction.

Previous wording

From our inception through March 31, 2026, we have incurred losses in an aggregate amount of approximately $85,121,000. During that period and through March 31, 2026, we have financed our operations through several private placements of our common stock, as well as public offerings of our common stock, raising a total of approximately $255,384,000, net of transaction costs. During that period, we also received cash consideration of approximately $28,001,000 from the exercise of warrants and options. We expect to seek additional financing through similar sources in the future, as needed. As of March 31, 2026, we had approximately $13,202,000 of available cash and approximately $11,097,000 of short-term bank deposits. In addition, we hold a variety of interests in certain investments, including in Lifeward, Scilex, Alpha Tau, Hapisga and others, as further detailed in this Quarterly Report on Form 10-Q.

Current wording

From our inception through June 30, 2026, we have incurred losses in an aggregate amount of approximately $6,965,000. During that period and through June 30, 2026, we have financed our operations through several private placements of our common stock, as well as public offerings of our common stock, raising a total of approximately $255,384,000, net of transaction costs. During that period, we also received cash consideration of approximately $28,001,000 from the exercise of warrants and options. We expect to seek additional financing through similar sources in the future, as needed. As of June 30, 2026, we had approximately $15,245,000 of available cash. In addition, we hold a variety of interests in certain investments, including in Lifeward, Scilex, Alpha Tau, Hapisga and others, as further detailed in this Quarterly Report on Form 10-Q.

Previous wording

From inception through March 31, 2026, we have not generated significant revenues from our operations (other than recognizing deferred revenue related to the HTIT License Agreement and Medicox License Agreement, as described above). Following the termination of the ORA-D-013-1 and ORA-D-013-2 Phase 3 trials, our research and development activities were significantly reduced while we conducted a strategic review process. In connection with the preparation for the revised Phase 3 trial (ORA-D-013-3), which is expected to be conducted through OraTech, we expect to increase our research and development activities and related expenses.

Current wording

From inception through June 30, 2026, we have not generated significant revenues from our operations, other than the recognition of deferred revenue related to the HTIT License Agreement and the Medicox License Agreement, as described above. Following the termination of our Phase 3 clinical trials, our research and development activities were significantly reduced while we conducted a strategic review process. Following the closing of the OraTech transaction, the development of the oral insulin platform is conducted by OraTech, and accordingly we do not expect to incur significant research and development expenses.

Previous wording

As of March 31, 2026, our total current assets were approximately $68,150,000 and our total current liabilities were approximately $10,563,000. On March 31, 2026, we had a working capital surplus of approximately $58,587,000 and an accumulated loss of approximately $85,121,000. As of December 31, 2025, our total current assets were approximately $133,271,000 and our total current liabilities were approximately $19,086,000. On December 31, 2025, we had a working capital surplus of approximately $114,185,000 and an accumulated loss of approximately $123,436,000. The decrease in working capital surplus was mainly due to a decrease in cash and cash equivalents and the reclassification of Hapisga to a long-term investment, which was partially offset by a decrease in dividends payable.

Current wording

As of June 30, 2026, our total current assets were approximately $53,407,000 and our total current liabilities were approximately $10,731,000. On June 30, 2026, we had a working capital surplus of approximately $42,676,000 and an accumulated loss of approximately $6,965,000. As of December 31, 2025, our total current assets were approximately $133,271,000 and our total current liabilities were approximately $19,086,000. On December 31, 2025, we had a working capital surplus of approximately $114,185,000 and an accumulated loss of approximately $123,436,000. The decrease in working capital surplus was mainly due to a decrease in cash and cash equivalents and the reclassification of Hapisga to a long-term investment, which was partially offset by a decrease in dividends payable.

Previous wording

During the three months ended March 31, 2026, cash and cash equivalents decreased to approximately $13,202,000 from approximately $45,947,000 as of December 31, 2025. The decrease was mainly due to the reasons described below.

Current wording

During the six months ended June 30, 2026, cash and cash equivalents decreased to approximately $15,245,000 from approximately $45,947,000 as of December 31, 2025. The decrease was mainly due to the reasons described below.

Previous wording

Operating activities used cash of approximately $2,915,000 in the three months ended March 31, 2026, compared to approximately $3,519,000 used in the three months ended March 31, 2025. Cash used in operating activities primarily consisted of research and development expenses, and general and administrative expenses, partially offset by interest received from short-term deposits.

Current wording

Operating activities used cash of approximately $3,115,000 in the six months ended June 30, 2026, compared to approximately $7,054,000 used in the six months ended June 30, 2025. Cash used in operating activities primarily consisted of research and development expenses, and general and administrative expenses, partially offset by interest received from short-term deposits.

Previous wording

Investing activities used cash of approximately $19,488,000 in the three months ended March 31, 2026, compared to approximately $23,616,000 in the three months ended March 31, 2025. Cash used in investing activities in the three months ended March 31, 2026 consisted primarily of purchases of marketable securities and investments in Lifeward, which was partially offset by proceeds from repayments by Scilex under the Tranche A Note and proceeds from marketable securities. Cash provided by investing activities in the three months ended March 31, 2025 was mainly due to proceeds from short-term deposits and proceeds from the sale of BioXcel shares by RoyaltyVest.

Current wording

Investing activities used cash of approximately $15,178,000 in the six months ended June 30, 2026, compared to approximately $31,237,000 in the six months ended June 30, 2025. Cash used in investing activities in the six months ended June 30, 2026 consisted primarily of purchases of marketable securities and investments in Lifeward, Warren at Bay Loan, 83 Wythe Loan, which was partially offset by redemption of short-term deposits, repayments by Scilex and sale of marketable securities. Cash used in investing activities in the six months ended June 30, 2025 is mainly due to investments at fair value in Alpha Tau and Hapisga, partially offset by redemption of short-term deposits.

Previous wording

Financing activities used cash of approximately $10,364,000 in the three months ended March 31, 2026, compared to no financing activities in the three months ended March 31, 2025. Cash used by financing activities in the three months ended March 31, 2026 consisted of the payment of dividends.

Current wording

Financing activities used cash of approximately $12,313,000 in the six months ended June 30, 2026, compared to approximately $371,000 in the six months ended June 30, 2025. Cash used by financing activities in the six months ended June 30, 2026 consisted of the payment of dividends and tax withholdings related to stock-based compensation settlements, while cash used in the six months ended June 30, 2025 consisted of the repurchase and retirement of common stock.

Previous wording

Alpha Tau is currently conducting an extensive clinical program with five concurrent FDA-approved trials in the United States, alongside additional trials in France, Italy, Israel, and planned studies in the UK. Alpha Tau’s U.S. clinical trials are summarized below:

Current wording

Alpha Tau is currently conducting an extensive clinical program with five concurrent FDA-approved trials in the United States, alongside additional trials in France, Italy, Israel, Japan, and planned studies in the UK. Alpha Tau’s U.S. clinical trials are summarized below:

Previous wording

On the manufacturing front, Alpha Tau has received a radioactive materials license for its Hudson, New Hampshire facility and is currently equipping the facility for Alpha DaRT manufacturing to support commercial readiness and scale-up operations.

Current wording

On the manufacturing front, Alpha Tau has received a radioactive materials license for the first phase of its Hudson, New Hampshire facility and is currently equipping the facility for Alpha DaRT manufacturing to support commercial readiness and scale-up operations.

Previous wording

Alpha Tau has demonstrated encouraging clinical progress across multiple difficult-to-treat cancer types, including pancreatic cancer, head and neck cancer, and skin cancer, with interim data showing disease control and early signals of clinical benefit, including a 100% local disease control rate and favorable safety profile reported in a pooled analysis of its two first-in-human pancreatic adenocarcinoma trials at DDW 2026. With five concurrent FDA-approved trials in the U.S., ongoing regulatory dialogue with the FDA, first commercial approval outside Israel secured in Japan, and advancement toward PMA submission for its pivotal skin cancer trial, Alpha Tau is entering a critical phase of clinical validation and regulatory progression. Alpha Tau’s innovative alpha-radiation platform, combined with its expanding clinical footprint across multiple solid tumor types and growing manufacturing capabilities, represents what we believe to be a compelling investment opportunity in the oncology therapeutics space.

Current wording

Alpha Tau has demonstrated encouraging clinical progress across multiple difficult-to-treat cancer types, including pancreatic cancer, head and neck cancer, and skin cancer, with interim data showing disease control and early signals of clinical benefit, including a 100% local disease control rate and favorable safety profile reported in a pooled analysis of its two first-in-human pancreatic adenocarcinoma trials at DDW 2026. With five concurrent FDA-approved trials in the U.S., ongoing regulatory dialogue with the FDA, first commercial approval outside Israel secured in Japan, a strategic U.S. commercialization collaboration with Tolmar for prostate cancer, and advancement toward PMA submission for its pivotal skin cancer trial, Alpha Tau is entering a critical phase of clinical validation and regulatory progression. Alpha Tau’s innovative alpha-radiation platform, combined with its expanding clinical footprint across multiple solid tumor types and growing manufacturing capabilities, represents what we believe to be a compelling investment opportunity in the oncology therapeutics space.

Previous wording

On January 12, 2026, we 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 us (the “Share Purchase Agreement”). Prior to the closing, we transferred to OraTech Ltd. all intellectual property and related assets relating to our POD™ (Protein Oral Delivery) technology platform, together with approximately $6,500,000 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.

Current wording

On January 12, 2026, we entered into a Share Purchase Agreement with Lifeward Ltd. (“Lifeward”) (Nasdaq: LFWD) and OraTech, pursuant to which Lifeward agreed to acquire all of the outstanding equity interests of OraTech from us (the “Share Purchase Agreement”). Prior to the closing, we transferred to OraTech all intellectual property and related assets relating to our POD™ (Protein Oral Delivery) technology platform, together with approximately $6,500,000 to fund the next planned clinical trial and related development activities. The transaction closed on March 25, 2026 ( “Lifeward Closing Date”), and from that date forward, OraTech will bear all research and development expenses related to the POD™ technology platform.

Previous wording

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

Current wording

In consideration for the acquisition of OraTech, Lifeward issued to us: (i) 1,250,363 ordinary shares of Lifeward, no par value (the “Lifeward Ordinary Shares”), representing 45.0% of the outstanding Lifeward Ordinary Shares on the Lifeward Closing Date; (ii) 1,006,113 pre-funded warrants to purchase Lifeward Ordinary Shares at an exercise price of $0.0001 per share, exercisable and with no expiration date (“Pre-Funded Warrants”); 1,296,296 warrants to purchase Lifeward Ordinary Shares at an exercise price of $5.40 per share (“Share Purchase Warrants”). In addition, Oramed will receive 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 (“Lifeward Revenue Share”), subject to certain caps and termination events.

Previous wording

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.

Current wording

In addition to the Share Purchase Agreement, on the Lifeward Closing Date, we entered into a securities purchase agreement (“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 us $9,000,000 aggregate principal amount of senior secured convertible notes (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 (“Note Warrants”). The Note Warrants are exercisable and expire five years from the date of issuance.

Previous wording

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.

Current wording

Under the Lifeward Notes Purchase Agreement, Lifeward also has the right to require us to fund a second tranche of $9,000,000 aggregate principal amount of senior secured convertible notes (“Additional Notes”, and together with the Initial Notes, “Notes”), on substantially the same terms as the Initial Notes, together with warrants to purchase up to 1,666,666 Lifeward Ordinary Shares (“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 June 30, 2026, neither of the foregoing conditions had been satisfied, and accordingly, the Additional Note had not been funded.

Previous wording

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

Current wording

Under the terms of the Pre-Funded Warrants, the Share Purchase Warrants, the Notes and the Note Warrants, in each case as amended and restated, we may not exercise or convert any of such instruments to the extent that we, together with its affiliates, would beneficially own more than 45.0% of the outstanding Lifeward Ordinary Shares immediately after such exercise or conversion. We 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 consent shall not be unreasonably withheld, conditioned or delayed.

Previous wording

Strategic Overview Rationale Lifeward is a commercial-stage medical technology company that designs, develops, and markets a portfolio of robotics and rehabilitation solutions designed to help individuals with physical limitations or those recovering from injury restore mobility, function, and independence. Its product portfolio spans the continuum of rehabilitation and mobility care and includes the ReWalk Personal Exoskeleton, a wearable robotic device that enables individuals with spinal cord injury to stand, walk, and climb stairs, and the AlterG Anti-Gravity treadmill, which uses patented differential air pressure technology to provide precise body-weight support for physical therapy, athletic training, and rehabilitation. Through this established and diversified platform, Lifeward generates recurring revenue from a global customer base that includes hospitals, rehabilitation clinics, sports medicine and performance facilities, the U.S. Department of Veterans Affairs, and individual home users across the United States, Europe, and other international markets. s

Current wording

Lifeward is a commercial-stage medical technology company that develops and markets a portfolio of robotics and rehabilitation solutions to help individuals with physical limitations or those recovering from injury restore mobility, function, and independence. Its product portfolio spans the continuum of rehabilitation and mobility care and includes the ReWalk Personal Exoskeleton, a wearable robotic device that enables individuals with spinal cord injury to stand, walk, and climb stairs, and the AlterG Anti-Gravity treadmill, which uses patented differential air pressure technology to provide precise body-weight support for physical therapy, athletic training, and rehabilitation. Through this established and diversified platform, Lifeward generates recurring revenue from a global customer base that includes hospitals, rehabilitation clinics, sports medicine and performance facilities, the U.S. Department of Veterans Affairs, and individual home users across the United States, Europe, and other international markets.

Previous wording

During 2026, as part of our ongoing portfolio optimization and continued focus on high-potential innovation, we entered into a strategic transaction with Lifeward. The transaction aligns us with Lifeward’s revenue-generating medical robotics business and its established ReWalk and AlterG product lines, providing near-term cash flow and diversified exposure through a significant equity ownership interest in the combined company. We believe that prior execution challenges at Lifeward were driven primarily by strategy and management rather than by the quality of the underlying technology, and that, with a new strategic direction and leadership team in place, Lifeward is well positioned to fully realize the value of its product platform. Under the agreement, we also transferred to Lifeward our proprietary Protein Oral Delivery (POD™) platform—representing years of research to enable the oral administration of injectable biologics, and including its refined oral insulin program—while retaining responsibility for managing the near-term clinical development program. We believe the combination delivers long-term upside from the POD™ platform and the oral insulin program, alongside the near-term contribution of Lifeward’s commercial portfolio, ultimately driving meaningful growth and shareholder value.

Current wording

We entered into this transaction as part of our ongoing portfolio optimization and continued focus on high-potential innovation, gaining near-term cash flow and diversified exposure through a significant equity interest in Lifeward’s revenue-generating business; we believe that prior execution challenges at Lifeward were driven primarily by strategy and management rather than by the quality of the underlying technology, and that, with a new strategic direction and leadership team in place, Lifeward is well positioned to realize the full value of its product platform. We further believe the combination delivers long-term upside from the transferred POD™ platform and its refined oral insulin program—for which we retain responsibility for managing the near-term clinical development program—alongside the near-term contribution of Lifeward’s commercial portfolio, ultimately driving meaningful growth and shareholder value.

Previous wording

During the three months ended March 31, 2026, the Company entered into significant transactions with Lifeward, which required significant management judgment and estimates, including the determination of the fair value of financial instruments received, the assessment of variable interest entity (“VIE”) considerations, and the application of equity method of accounting.

Current wording

During the six months ended June 30, 2026, the Company entered into significant transactions with Lifeward, which required significant management judgment and estimates, including the determination of the fair value of financial instruments received, the assessment of variable interest entity (“VIE”) considerations.

Previous wording

There have been no material changes to our critical accounting estimates during the three months ended March 31, 2026, other than those described above. For additional information about our significant accounting policies, refer to the notes to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report.

Current wording

There have been no material changes to our critical accounting estimates during the six months ended June 30, 2026, other than those described above. For additional information about our significant accounting policies, refer to the notes to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and our Annual Report.
Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

We have no recognized revenue in the three months ended June 30, 2026, and the three months ended June 30, 2025.

Current report — wording carried from elsewhere

There was no cost of revenue during the three months ended June 30, 2026, and three months ended June 30, 2025.

Current report — wording carried from elsewhere

Net other income was approximately $610,000 for the three months ended June 30, 2026, compared to approximately $257,000 for the three months ended June 30, 2025. The increase was primarily due to an increase in other income related to Alpha Tau, which was partially offset by IR expenses related to Alpha Tau.

Current report — wording carried from elsewhere

During the three months ended June 30, 2026, we recognized tax expenses on income of approximately $23,431,000 compared to tax benefit on income of approximately $126,000 for the three months ended June 30, 2025. The increase in income tax expense was attributable to deferred tax expense of approximately $21,797,000 mainly related to investment in Alpha Tau, while the current tax expense of approximately $1,634,000 was mainly attributable to Scilex transaction and capital gains recognized on the sale of marketable securities.
Rearranged previous paragraphs (6)

Previous report — wording carried elsewhere

ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Previous report — wording carried elsewhere

Participation Interest — Warren at Bay Loan

Previous report — wording carried elsewhere

1,250,363 ordinary shares of Lifeward, no par value (the “Lifeward Ordinary Shares”), representing less than 45.0% of the outstanding Lifeward Ordinary Shares on the Lifeward Closing Date.

Previous report — wording carried elsewhere

1,006,113 pre-funded warrants to purchase Lifeward Ordinary Shares at an exercise price of $0.0001 per share, exercisable and with no expiration date (the “Pre-Funded Warrants”).

Previous report — wording carried elsewhere

1,296,296 warrants to purchase Lifeward Ordinary Shares at an exercise price of $5.40 per share (the “Share Purchase Warrants”).

Previous report — wording carried elsewhere

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 (the “Lifeward Revenue Share”), subject to certain caps and termination events.