ORMP 10-K & 10-Q changes, risk factors and insider trading

An investment in our securities involves a high degree of risk. You should consider carefully the following information about these risks, together with the other information contained in this Annual Report on Form 10-K before making an investment decision. Our business, prospects, financial condition and results of operations may be materially and adversely affected as a result of any of the following risks. The value of our securities could decline as a result of any of these risks. You could lose all or part of your investment in our securities. Some of the statements in this “Item 1A. Risk Factors” are forward-looking statements. The following risk factors are not the only risk factors facing the Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial immaterial may also affect our business, prospects, financial condition and results of operations.

Following the results of the ORA-D-013-1 Phase 3 trial, we conducted a comprehensive analysis of the data to understand if there is a path forward for our oral insulin candidate. We submitted a protocol ORA-D-013-3 titled, “A Double-Blinded, Placebo-controlled, Double Dummy Multi-center Randomized, Phase 3 Study to Evaluate the efficacy and safety in subjects with Type 2 Diabetes Mellitus with Inadequate Glycemic Control on One to Three Glucose-lowering Agents” to the FDA on September 12, 2024. We intend to initiate study during 2025. Concurrently, we are examining our existing pipeline and have commenced an evaluation process of potential strategic opportunities, including among others, continuation as a stand-alone business, capital raises, or one or more acquisitions, mergers or business combinations or other strategic transactions. Potential counterparties in a strategic transaction involving us may place minimal or no value on our assets. While we are devoting significant efforts to identify and evaluate potential strategic alternatives, there can be no assurance that thisour strategic review process will result in us pursuing any transaction or that any transaction, if pursued, will be completed on attractive terms or at all. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated, or lead to any stockholder value. Any potential transaction would be dependent on a number of factors that may be beyond our control, including, among other things, market conditions, industry trends, the interest of third parties in a potential transaction with us, obtaining stockholder approval and the availability of financing to third parties in a potential transaction with us on reasonable terms. The process of reviewing alternative strategic paths may be time consuming, may involve the dedication of significant resources and may require us to incur significant costs and expenses. It could negatively impact our ability to attract, retain and motivate employees, and expose us to potential litigation in connection with this process or any resulting transaction. If we are not successful in setting forth a new strategic path for the Company, or if our plans are not executed in a timely fashion, this may cause reputational harm with our stockholders and other stakeholders and the value of our securities may be adversely impacted. In addition, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of the Company could cause our stock price to fluctuate significantly. There can be no guarantee that the process of evaluating alternative strategic paths will result in our entering into or completing potential transactions within the anticipated timing or at all.

Although there can be no assurance that a strategic transaction will result from the strategic review process we have undertaken to identify and evaluate strategic strategic alternatives, the negotiation and consummation of any such transaction will require significant time on the part of our management and may disrupt our business. The negotiation and consummation of any such transaction may also require more time or greater cash resources than we anticipate and expose us to other operational and financial risks, including: increased near-term and long-term expenditures; exposure to unknown liabilities; higher than expected acquisition or integration costs; incurrence of substantial debt or dilutive issuances of equity securities to fund future operations; write-downs of assets or goodwill or incurrence of non-recurring, impairment or other charges; increased amortization expenses; impairment of relationships with key suppliers of any acquired business due to changes in management and ownership; inability to retain our key employees; and possibility of future litigation. Any of the above risks could have a material adverse effect on our business, financial condition, and prospects.

Successful evaluation and completion of our remaining development programs and our transition to normal operations are dependent upon obtaining necessary regulatory approvals from the FDA prior to selling our products within the United States, and foreign regulatory approvals must be obtained to sell our products internationally. There can be no assurance that we will receive regulatory approval of any of our product candidates, and a substantial amount of time may pass before we achieve a level of revenues adequate to support our operations. We expect to incur substantial expenditures in connection with our research and development programs, which will be conducted through OraTech, our strategic evaluation process, as well as the regulatory approval process with FDA and other agencies for each of our current or future product candidates during their respective developmental periods. Obtaining marketing approval will be directly dependent on our ability to implement the necessary regulatory steps required to obtain marketing approval in the United States and in other countries. We cannot predict the outcome of these activities.

The successful commercialization of our principal product, the oral insulin capsule, was crucial for our success. On January 12, 2023, we announced announced top-line results from the phase 3 trial of our oral insulin capsule, which did not meet its primary or secondary endpoints, and indicated that we expect to discontinue oral insulin clinical activities for T2D. At present, following the results of the ORA-D-013-1 Phase 3 trial, we conducted a comprehensive analysis of the data and found that subpopulations of patients with pooled specific parameters responded responded well to oral insulin. Based on this analysis, we submitted a protocol for a new Phase 3 clinical trial to the FDA. .Concurrently, Concurrently, we are examining our existing pipeline and have commenced an evaluation process of potential strategic opportunities. Even if we succeed in in commencing a new clinical trial for our oral insulin capsule, there are a variety of risks and uncertainties related to its development. Principally, these risks include the following:

We may encounter problems in clinical trials that may cause us or the FDA or foreign regulatory agencies to delay, suspend or terminate our clinical trials at any phase. These problems could include the possibility that we may not be able to conduct clinical trials at our preferred sites, enroll a sufficient number of patients for our clinical trials at one or more sites or begin or successfully complete clinical trials in a timely fashion, if at all. For example, the rate of enrollment for our Phase 1 clinical trial for our oral COVID-19 vaccine in South Africa was slower than anticipated due to several factors, including the fact that many volunteers did not qualify during screening due to prior asymptomatic COVID-19 infection and other conditions, and as a result we had to add an additional clinical site. In addition, clinical trials conducted by third parties are not controlled by us and such third parties may conduct these trials in a manner in which we disagree or which may prove to be unsuccessful. Furthermore, we, the FDA or foreign regulatory agencies may suspend clinical trials at any time if we or they believe the subjects participating in the trials are being exposed to unacceptable health risks or if we or they find deficiencies in the clinical trial process or conduct of the investigation. If clinical trials of any of the product candidates fail, we will not be able to market the product candidate which is the subject of the failed clinical trials. The FDA and foreign regulatory agencies could also require additional clinical trials, which would result in increased costs and significant development delays. Our failure to adequately demonstrate the safety and effectiveness of a pharmaceutical product candidate under development could delay or prevent regulatory approval of the product candidate and could have a material adverse effect on our business, prospects, financial condition and results of operations. For example, see “Item 1. Business—Description of Business— Research and Development” regarding the results of the ORA-D-013-1 Phase 3 trial that did not meet its primary or secondary endpoints. Finally, the COVID-19 pandemic impacted clinical trials generally in recent years, and we experienced approximately six months of delays in clinical trials due to slow-downs of recruitment for trials generally related to COVID-19. We may experience further delays in site initiation and patient enrollment, failures to comply with study protocols, delays in the manufacture of our product candidates for clinical testing and other difficulties in starting or competing our clinical trials.

We may not realize a return on the ordinary shares of DNADNA, Entera, Nano, Alpha Tau and Entera and the common stock of Scilex and BioXcelPelthos that we own.

DNA’s ordinary shares are traded on the Tel Aviv Stock Exchange and Entera’s ordinary sharesshares, and Scilex’sAlpha Tau’s ordinary shares, Lifeward’s ordinary shares. Nano’s common stock and BioXcel’sPelthos’s common stock are traded on the Nasdaq Stock Market, which are subject to market fluctuations. In addition, the shares of Scilex,DNA, DNAEntera, Alpha Tau, Nano and Entera Pelthos have historically experienced relatively low trading volume compared to the level of shares we hold.volume. As a result, there is no guarantee that we will be able to resell those shares at the prevailing market prices or that we will realize a positive return on such shares.

Currently, we believe that either we are not within the definition of “Investment Company” as the term is defined under the Investment Company Act of 1940, or the 1940 Act, or, alternatively, we may rely on one or more of the 1940 Act’s exemptions. As of December 31, 2024,2025, we held approximately 1.4% 0.2% of DNA’s outstanding ordinary shares, approximately 0.3%0.26% of Entera’s outstanding ordinary shares, andapproximately beneficially2.58% of ownNano’s outstanding ordinary shares, approximately 15.7%4.9% of BioXcel’s Pelthos’s outstanding commonordinary stock.shares and approximately 17% of Alpha Tau’s outstanding ordinary shares, in addition we received warrants to purchase up to 3,237,000 ordinary shares of Alpha Tau. Further, we hold the Tranche A Note and Tranche B Note and in consideration of deferring Scilex’s first amortization payment under the Tranche B Note to October 8, 2026, we received, in addition to a nominal payment, 2,500,000 shares of Scilex Common Stock. We have also investments in real estate and real estate lending transactions as described elsewhere in this Annual Report. In order not to be regulated as an investment company under the 1940 Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. We intend to continue to conduct our operations and ongoing investments into DNA, BioXcel, Entera and Scilex and our real estate transaction in a manner that will exempt us from the registration requirements of the 1940 Act. If we were to be deemed to be an investment company because of our investments, we would be required to register as an investment company under the 1940 Act. Alternatively, to continue qualifying for the exemption, we could be required to dispose of the securities holdings or other investments, which could have a material adverse effect on our business, results of operations and financial condition. The 1940 Act places significant restrictions on the capital structure and corporate governance of a registered investment company and materially restricts its ability to conduct transactions with affiliates. Compliance with the 1940 Act could also increase our operating costs. Such changes could have a material adverse effect on our business, results of operations and financial condition.

On November 13, 2022, we entered into a distribution license agreement or, the “Medicox License Agreement” with Medicox Co., Ltd. or Medicox. The Medicox License Agreement grants Medicox an exclusive license to apply for regulatory approval and distribute ORMD-0801 in the Republic of Korea. Our distribution license agreement with Medicox provides that Medicox will comply with agreed distribution targets and will purchase ORMD-0801 at an agreed upon transfer price per capsule and pay us up to $15,000,000 in developmental milestones, $2,000,000 of which have already been received by us. If we are not successful in finding a mutually agreed way to continue our collaboration following the results of the ORA-D-013-1 Phase 3 trial, or if Medicox is not successful in independently advancing the oral insulin candidate, we may not realize the benefits from this collaboration.

A considerable amount of our expenses are generated in dollars or in dollar-linked currencies, but a significant portion of our expenses such as some clinical trials and payroll costs are generated in other currencies such as NIS and Euro. Most of the time, our non-dollar assets are not totally offset by non-dollar liabilities. Due to the foregoing and to the fact that our financial results are measured in dollars, our results could be adversely affected as a result of a strengthening or weakening of the dollar compared to these other currencies. During the years year ended December 31, 2019, 2020 and 2021,2025, the dollar depreciated in relation to the NIS, which raised the dollar cost of our Israeli based operations and adversely affected our financial results, while during the year ended December 31, 2022, 2023 and 2024, the dollar increased in relation to the NIS, which reduced the dollar cost of our Israeli based operations costs. In addition, our results could also be adversely affected if we are unable to guard against currency fluctuations in the future. Although we may in the future decide to undertake foreign exchange hedging transactions to cover a portion of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks. These transactions, however, may not adequately protect us from future currency fluctuations and, even if they do protect us, may involve operational or financing costs we would not otherwise incur.

Our investments in real estate may expose us to market and liquidity risks that could adversely affect our financial condition and results of operations. On November 7, 2024, our Board approved investments of up to $10,000,000 in real estate assets, and additional investments of up to $20,000,000 On February 13, 2025. WhileFollowing such approvals, we believe thesemade investments presentinto attractive opportunities, theseveral real estate market is subject to fluctuations due to economic conditions, interest rate changes, and otherrelated externalprojects, factorsincluding beyond our control. A downturninvestment in theRabi realBinyamin estateProject, market or an extended periodpurchase of decliningland propertyin valuesMevaseret couldZion, negativelyIsrael, impactinvestment in Ruby Sapphire II, construction loan arranged by Lorimer Capital. To the returns onextent our investments. Additionally, real estate investments tendare tounsecured, beor relativelyif illiquid,the whichsecurity interest provided by a caveat is challenged, delayed in enforcement, or otherwise ineffective, we may limithave our ability to quickly exitlimited or reallocateno capital inrecourse responseagainst tothe marketunderlying changes.property. SinceAs oura approachresult, focuses on entrepreneurial real estatesuch investments involve rathera thanhigher directdegree propertyof ownership orrisk, management,including wethe arepotential alsoloss exposedof to risks associated with deal execution, market timing,principal and the financial health of investment partners or counterparties. If any ofexpected these risks materialize, they could adversely affect our financial position and ability to generate anticipated returns.

On September 21, 2023, we were issued the Tranche A Note in an aggregate principal amount of $101,875,000 by Scilex pursuant to the Scilex SPA. TheInterest Note originally matured on March 21, 2025 and is payable inunder six principal installments, with the first installment paid on December 21, 2023. In January 2025, we extended Tranche A Note maturity from March 21, 2025 to December 31, 2025. Interest under the Note accrues at a fluctuating per annum interest rate equal to the sum of (1) the greater of (x) four percent (4%) and (y) Term SOFR (as defined in the Tranche A Note) and (2) eight and one half percent (8.5%), payable in-kind on a monthly basis.

On October 7, 2024, we entered into an agreement to refinance a portion of the Tranche A Note and pay off certain other indebtedness of Scilex. We were issued an aggregate principal amount of $25,000,000 under the Tranche B Note and 3,750,000 Tranche B Warrants. In addition, on October 8, 2024, we entered into the RPA with Scilex to holds the right to receive 4% royalties. As of March 26, 2026, Scilex had repaid $69,200,000 of the Tranche A Note and $13,000,000 of the Tranche B Note, and the outstanding principal balances were $7,675,000 and $12,000,000, respectively.

There is no guarantee that Scilex will be able to service its repayment obligations under the Note. Although the Note is secured by a first priority security interest in and liens on all of the assets of Scilex and its subsidiaries, no assurance can be made that Scilex will be able to repay the Tranche A Note and Tranche B Notes, or the Notes, when due or that we will be able to foreclose on such assets and recover enough value upon the sale of such assets to repay the amounts owed to us. In such an event, we could lose all or a substantial portion of our loan investment. Additionally, Scilex has disclosed in its periodic reports filed with the SEC that there is substantial doubt about its ability to continue as a going concern. If Scilex is unable to continue as a going concern or defaults on the Notes, we may be unable to recover some or all of the principal amount of the Note, which could have a material adverse effect on our business, financial condition and results of operations.

We have issued and may continue to issue warrants, options, RSUs and convertible notes at, above or below the current market price. As of March 27,26, 2025,2026, we had outstanding warrants exercisable for 20,000 shares of common stock at a weighed average exercise price of $4.13 and options exercisable for 1,548,633 shares of common stock at a weighted average exercise price of $7.09.$4.13 and options exercisable for 1,548,633 shares of common stock at a weighted average exercise price of $7.1. We also had outstanding RSUs for 589,7811,707,383 shares of common stock. In addition to the dilutive effect of a large number of shares of common stock and a low exercise price for the warrants and options, there is a potential that a large number of underlying shares of common stock may be sold in the open market at any given time, which could place downward pressure on the trading of our common stock.

We are a pharmaceutical company engaged in the research and development of innovative pharmaceutical solutions with a technology platform that allows for the oral delivery of therapeutic proteins. In addition, we allocate capital to strategic investments in healthcare and life sciences companies that we believe complement our long-term business objectives and technology focus.

The table and discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, 20242025 and December 2023.31, 2024. For a comparison of our results of operations and financial condition for the year ended December 31, 20232024 and the year ended December 31, 2022,2023, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, 2023,2024, filed with the SEC on March 6,27, 2024.2025.

Research and development expenses for the year ended December 31, 2024 2025 decreased by 30%1% to approximately $6,324,000,$6,381,000, compared to approximately $8,971,000$6,324,000 for the year ended December 31, 2023.2024. The decrease was mainlyprimarily dueattributable to lower expensesraw relatedmaterials toexpenses, our Phase 3 trials that were terminated andwhich was partially offset by stock-basedan compensationincrease expensesin andCRO costs related to the new Phase 3 clinical trial preparations.expenses.

General and administrative expenses for the year ended December 31, 2024 decreased2025 increased by 23%35% to approximately $6,457,000,$8,720,000, compared to approximately $8,425,000$6,457,000 for the year ended December 31, 2023.2024. ThisThe decrease increase was mainly due to thean reversalincrease ofin previouslystock-based recognizedcompensation expenses followingand thean resignationincrease ofin certainprofessional fees, executivewhich officers.were partially offset by a decrease in D&O insurance expenses.

InterestThere were no interest expenses for werethe year ended December 31, 2025, compared to approximately $853,000 for the year ended December 31, 2024, compared to approximately $2,037,000 for the year ended December 31, 2023, since the Short-Term Borrowings (as defined below) received from Discount Bank Ltd. were terminated during the second quarter of 2024 (see below).2024.

Net financial lossincome was approximately $2,286,000 for the year ended December 31, 2024, compared to approximately $22,894,000 net financial income$89,454,000 for the year ended December 31, 2023.2025, compared to approximately $3,139,000 net financial expenses for the year ended December 31, 2024. The changeincrease was mainly primarily due to the revaluation of the investmentsinvestment in ScilexAlpha Tau and lower interest income on deposits.Scilex.

From our inception through December 31, 2024,2025, we have incurred losses in an aggregate amount of approximately $176,616,000.$123,436,000. During that period and through December 31, 2024,2025, 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 December 31, 2024,2025, we had approximately $54,420,000$45,947,000 of available cash and approximately $55,281,000$10,979,000 of short-term bank deposits. In addition, we hold various of interest in certain investments, including in ScilexScilex, Alpha Tau, Hapisga and others, as further detailed in this report.

From inception through December 31, 2024,2025, we have not generated significant revenues from our operations.operations (other than recognizing deferred revenue related to the HTIT License Agreement, as described above). Although, we have increased the research and development activities related to the new Phase 3 clinical trial, our research and development activities have been significantly reduced while we conducted a strategic review process, following the termination of the ORA-D-013-1 and ORA-D-013-2 Phase 3 trials. Following the preparation and expected initiation of the revised phaseoral 3insulin trialclinical (ORA-D-013-3)trial, we expect to increaseincur our increased research and development expenses, eitherexpenses directlyin orfuture periods, and we will need substantial additional funds. These expenses will be incurred through OraTech, OraTech.as part of the Lifeward transaction. For additional information regarding see note 21 to our consolidated financial statements included in this Annual Report on Form 10-K.

Based on our current cash resources and commitments, we believe we will be able to maintain our current planned activities and the corresponding level of expenditures for at least the next 12 months, although no assurance can be given that we will not need additional funds prior to such time. If there are increases in our operating expenses, we may need to seek additional financing during the next 12 months. We may also need additional funds to realize the decisions made as part of our strategic review process. We cannot predict the outcome of these activities.

On August 8, 2023, we borrowed an aggregate of $99,550,000 pursuant to loan agreements from Israel Discount Bank Ltd.,Ltd oror, the “Short-Term Borrowings. Borrowings”. The Short-Term Borrowings mature on dates ranging from August 11, 2023 to May 24, 2024, bear interest ranging from 6.66% to 7.38%, were secured by certificates of deposits issued by Israel Discount Bank Ltd. having an aggregate face amount of $99,550,000. The net proceeds of the Short-Term Borrowings were used to fund the Tranche A Note. The Short-Term Borrowings were paid in one payment of principal and interest at each respective maturity. As of December 31, 2024,2025, we repaid the entire Short-Term Borrowings amount.

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. As of December 31, 2024, our total current assets were approximately $143,221,000 and our total current liabilities were approximately $5,685,000. On December 31, 2024, we had a working capital surplus of approximately $137,536,000 and an accumulated loss of approximately $176,616,000. As of December 31, 2023, our total current assets were approximately $162,584,000 and our total current liabilities were approximately $53,214,000. On December 31, 2023, we had a working capital surplus of approximately $109,370,000 and an accumulated loss of approximately $157,556,000. The increasedecrease in working capital surplus was mainly due anto increasedividends payable together with a decrease in cash and cash equivalents together with a decrease inand short-term borrowings deposits that was partially offset by aan decreaseincrease in short-term deposits and investments at fair value.value and marketable securities.

During the year ended December 31, 2024,2025, cash and cash equivalents increaseddecreased to approximately $54,420,000$45,947,000 from approximately $9,055,000$54,420,000 as of December 31, 2023.2024. The increasedecrease was mainly due to the reasons described below.

Operating activities used cash of approximately $9,145,000 in the year ended December 31, 2025, compared to approximately $8,412,000 used in the year ended December 31, 2024, compared to approximately $10,295,000 used in the year ended December 31, 2023.2024. Cash used in operating activities primarily consisted mainly of changes in fair value of investments partially offset by net loss resulting from research and development expenses, and general and administrative expenses.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the related notes included elsewhere herein and in our consolidated financial statements, accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report.Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on March 26, 2026 (our “Annual Report”).

As of MarchJune 31,30, 2026, we purchased an aggregate of 11,838,73018,175,295 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 $20,759,000$29,397,000 and we sold 1,269,9873,095,587 ordinary shares of Nano for aggregate proceeds of approximately $2,606,000.$5,879,000. Subsequent to MarchJune 31,30, 2026 and through MayAugust 19,10, 2026, wethe purchasedCompany ansold additional 1,336,5658,200,000 ordinary shares of Nano for an aggregate purchase priceproceeds of $2,288approximately $12,678,000 and, in connection with the May 15, 2026 expiration of previously disclosed options, soldwritten 1,325,000call sharesoptions forand $2,650,put withoptions theon Nano Ordinary Shares, all remaining options extended.were closed for net proceeds of approximately $1,192,000, and we no longer hold any option positions. Following these transactions, wethe holdCompany holds an aggregate of 10,579,708 6,879,708 ordinary shares of Nano as of MayAugust 19,10, 2026.

On October 7, 2023, the State of Israel was attacked by Hamas, a group designated as a terrorist organization by the United States, and the State of Israel subsequently declared war on Hamas. Since that time, Israel has been engaged in a multi-front armed conflict with combatants located in Gaza, the West Bank, Syria, Iran, Lebanon and Yemen. The situation in the region remains volatile and the possibility of renewed conflicts persists. As of MayAugust 19,10, 2026, we believe that there is no immediate risk to our business operations related to these events. For further information, see “Item 1A. Risk Factors,” under “We are affected by the political, economic and military risks of having operations in Israel” in our Annual Report.

Comparison of six and three months ended MarchJune 31,30, 2026 and 2025

The following table summarizes certain statements of operations data of the Company for the six and three months ended MarchJune 31,30, 2026 and 2025 (in thousands of dollars except share and per share data):

We have no recognized revenue in the threesix months ended MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 2025. The decrease in recognized revenue is attributable to the full recognition of all deferred revenue under the HTIT License Agreement in prior periods.

There was no cost of revenue during the three six months ended MarchJune 31,30, 2026, compared to approximately $1,987,000 cost of revenue for the threesix months ended MarchJune 31,30, 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.

Research and development expenses for the three six months ended MarchJune 31,30, 2026 decreased by 28%51% to approximately $1,594,000, compared to approximately $2,206,000$3,240,000 for the threesix months ended March 31,June 30, 2025. The decrease was primarily attributable to areimbursements decreasereceived inunder CROthe expenses,Clinical whichTrial wasManagement partiallyAgreement offsetwith by an increase in raw materials expenses.OraTech.

General and administrative expenses for the threesix months ended MarchJune 31, 202630, decreased2026, increased by 10%28% to approximately $2,065,000$4,831,000 compared to approximately $2,307,000$3,762,000 for the threesix months ended MarchJune 31,30, 2025. The decrease increase 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 byand an increase in salaryprofessional fees expenses.

Operating loss was approximately $3,659,000 $6,425,000 for the threesix months ended MarchJune 31,30, 2026, compared to approximately $4,500,000$6,989,000 for the threesix months ended MarchJune 31,30, 2025. The decrease of approximately 30%,8%, was primarily attributable to a decrease in research and development, which was partially offset by an increase in general and administrative and a decrease in research and development,expenses, see above.

Other Income (Expenses),Income, Net

Net other income was approximately $8,250,000 $8,860,000 for the threesix months ended MarchJune 31,30, 2026, compared to noapproximately net other income$257,000 for the threesix months ended MarchJune 31,30, 2025. The change increase was primarily due to the gain on sale of IP,IP to Oratech, revenue related to the Medicox and an increase in other income related to Alpha Tau, which was partially offset by IR expenses related to Alpha Tau.

Net financialother income was approximately $44,849,000$610,000 for the three months ended MarchJune 31,30, 2026, compared to net financial expenses of approximately $2,558,000$257,000 for the three months ended MarchJune 31,30, 2025. The changeincrease was primarily due to thean revaluation of the investmentsincrease in other income related to Alpha Tau, Scilex,which Hapisga, was partially offset by aIR decreaseexpenses inrelated theto revaluationAlpha of other marketable securities.Tau.

During the threesix months ended March 31,June 30, 2026, we recognized income tax expenseexpenses on income of approximately $11,130,000,$34,561,000 compared to income tax expenseson income of approximately $584,000 $458,000 for the threesix months ended MarchJune 31,30, 2025. The increase in income tax expense was attributable to deferred tax expense of approximately $9,836,000 $31,633,000 mainly related to investment in Alpha Tau, while the current tax expense of approximately $710,000$2,928,000 was mainly attributable to tax on the gain from the sale of IP.IP and Scilex transaction.

From our inception through March 31,June 30, 2026, we have incurred losses in an aggregate amount of approximately $85,121,000.$6,965,000. During that period and through MarchJune 31,30, 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 MarchJune 31,30, 2026, we had approximately $13,202,000$15,245,000 of available cashcash. 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.

From inception through MarchJune 31, 30, 2026, we have not generated significant revenues from our operationsoperations, (other than recognizingthe recognition of deferred revenue related to the HTIT License Agreement and the Medicox License Agreement, as described above).above. Following the termination of the ORA-D-013-1 and ORA-D-013-2our Phase 3 clinical trials, our research and development activities were significantly reduced while we conducted a strategic review process. In connection with the preparation forFollowing the revisedclosing Phaseof 3the trialOraTech (ORA-D-013-3),transaction, whichthe development of the oral insulin platform is expected to be conducted throughby OraTech, and accordingly we do not expect to increaseincur our significant research and development activities and related expenses.

As of MarchJune 31,30, 2026, our total current assets were approximately $68,150,000$53,407,000 and our total current liabilities were approximately $10,563,000.$10,731,000. On MarchJune 31,30, 2026, we had a working capital surplus of approximately $58,587,000$42,676,000 and an accumulated loss of approximately $85,121,000.$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.

During the threesix months ended March 31,June 30, 2026, cash and cash equivalents decreased to approximately $13,202,000$15,245,000 from approximately $45,947,000 as of December 31, 2025. The decrease was mainly due to the reasons described below.

Operating activities used cash of approximately $2,915,000$3,115,000 in the threesix months ended MarchJune 31,30, 2026, compared to approximately $3,519,000$7,054,000 used in the threesix months ended MarchJune 31,30, 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.

Investing activities used cash of approximately $19,488,000$15,178,000 in the threesix months ended MarchJune 31,30, 2026, compared to approximately $23,616,000$31,237,000 in the threesix months ended March 31,June 30, 2025. Cash used in investing activities in the threesix months ended MarchJune 31,30, 2026 consisted primarily of purchases of marketable securities and investments in Lifeward, Warren at Bay Loan, 83 Wythe Loan, which was partially offset by proceedsredemption fromof short-term deposits, repayments by Scilex underand thesale Tranche A Note and proceeds fromof marketable securities. Cash providedused byin investing activities in the threesix months ended MarchJune 31,30, 2025 wasis mainly due to proceeds frominvestments at fair value in Alpha Tau and Hapisga, partially offset by redemption of short-term deposits and proceeds from the sale of BioXcel shares by RoyaltyVest.deposits.

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 Alpha Tau’s Alpha DaRT platform is designed to deliver highly localized alpha radiation through intratumoral insertion of radium-224 impregnated sources into solid tumors. When the radium decays, its short-lived daughters are released and disperse while emitting high-energy alpha particles aimed at destroying tumor cells while sparing surrounding healthy tissue. This approach potentially offers a novel treatment solution for patients with otherwise difficult-to-treat cancers where conventional external beam radiation may be limited.