Quarterly Report for Quarter Ending March 31, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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. 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").

Overview of Operations

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.

Recent Developments

Scilex Transactions

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).

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

Pelthos Therapeutics Inc.

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.

Nano

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.

Loan to Hapisga Project

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.

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.

Junior Participation Interest in 83 Wythe Loan

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.

Participation Interest - Warren at Bay Loan

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.

Impact of Current Events

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 May 19, 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.

Results of Operations

Comparison of three months ended March 31, 2026 and 2025

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):

		Three months ended
		March 31, 2026				March 31, 2025
Revenues		$	-			$	2,000
Cost of revenues			-				(1,987	)
Gross profit			-				13
Research and development expenses			(1,594	)			(2,206	)
General and administrative expenses			(2,065	)			(2,307	)
Operating loss			(3,659	)			(4,500	)
Other income (expense), net			8,250				-
Financial income (expenses), net			44,849				(2,558	)
Income (loss) before taxes on income		$	49,440			$	(7,058	)
Taxes on income			(11,130	)			(584	)
Net income (loss)			38,310				(7,642	)
Basic income (loss) per share of common stock		$	0.94			$	(0.19	)
Diluted income (loss) per share of common stock		$	0.91			$	(0.19	)
Weighted average shares of common stock outstanding used in computing basic income (loss) per share of common stock			40,773,866				41,228,782
Weighted average shares of common stock outstanding used in computing diluted income (loss) per share of common stock			41,970,186				41,228,782

Revenues

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.

Cost of Revenues

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.

Research and Development Expenses

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.

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.

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.

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.

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.

General and Administrative Expenses

General and administrative expenses include the salaries and related expenses of our management, consulting expenses, legal and professional fees, travel expenses, business development expenses, insurance expenses and other general expenses.

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.

Operating Loss

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.

Other Income (Expenses), Net

		Three Months Ended March 31,								Three Months Ended March 31,
(U.S. dollars in thousands)		2026				2025				2026 vs. 2025
Other income -Alpha Tau		$	477			$	-			$	477
IR expenses - Alpha Tau			(48	)			-				(48	)
Gain on Sale of IP			5,821				-				5,821
Medicox			2,000				-				2,000
Total Other Income (Expenses), Net			8,250				-				8,250

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

Following the Lifeward transaction, the expected clinical development timeline for ORMD-0801 was extended beyond the term contemplated under the Medicox License Agreement. As a result, we determined that the agreement was no longer commercially viable and that it has no remaining performance obligation thereunder. We recognized $2,000,000 income related to the Medicox License Agreement in the three months ended March 31, 2026.

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.

Financial Income (Expenses), Net

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.

Tax on income

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.

Net Income (Loss)

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.

Liquidity and Capital Resources

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.

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.

However, additional financing may not be available on acceptable terms, if at all, including due to the difficult conditions in the capital markets. If we are unable to secure additional financing, we may be required to reduce our operations, divest certain assets, or take other measures that could materially adversely affect our reputation, business, financial condition or results of operations.

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.

Cash Flows

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.

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.

Operating Activities

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.

Investing Activities

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.

Alpha Tau Transaction

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.

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.

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.

Clinical Development Progress

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:

●

ReSTART Pivotal Trial (Recurrent SCC Treatment with Alpha DaRT Radiation Therapy): A multi-center pivotal study in patients with recurrent cutaneous squamous cell carcinoma (cSCC), the second most common form of skin cancer. As of January 2026, Alpha Tau targeted completion of patient recruitment in Q1 2026 and has begun submitting modules of its Modular Pre-Market Approval (PMA) application to the FDA, with expected completion of the full submission by year-end 2026.

●

IMPACT Study (Intratumoral Pancreatic Alpha Combination Trial): A multi-center pilot study in newly-diagnosed pancreatic cancer patients combining Alpha DaRT with chemotherapy. Alpha Tau reported encouraging data from its first-in-human pancreatic cancer studies in Canada and Israel, including positive results presented at the 2026 ASCO Gastrointestinal Cancers Symposium. In an oral presentation at DDW 2026, Alpha Tau reported a pooled analysis of these two first-in-human trials in pancreatic adenocarcinoma showing a 100% local disease control rate in evaluable patients, with a favorable safety profile (8 device-associated adverse events in 7 of 26 subjects, or 27%, nearly all resolving within two weeks) across a heavily pre-treated population that included patients ineligible for chemotherapy and patients who had received up to four prior lines of chemotherapy. The streamlined outpatient endoscopic ultrasound (EUS)-guided procedure is designed for integration into standard GI endoscopy workflow. Alpha Tau is targeting completion of patient accrual by the end of Q1 2026, with initial results expected by year-end 2026. The FDA also approved an IDE supplement expanding the IMPACT trial to permit the other primary standard-of-care chemotherapy regimen for pancreatic cancer alongside mFOLFIRINOX, and increasing total trial size from 30 to 40 patients. The study is exploring Alpha DaRT combined with chemotherapy in patients with newly diagnosed unresectable locally advanced or metastatic pancreatic adenocarcinoma.

●

GBM Feasibility Study: A study in patients with recurrent glioblastoma multiforme (GBM), a highly aggressive malignant brain tumor. Alpha Tau announced treatment of its first patient at Ohio State University and expects initial results around the end of Q4 2026.

●

Recurrent Prostate Cancer Pilot Study: A pilot study in patients with locally recurrent prostate cancer.

●

Immunocompromised cSCC Study: A multi-center study in immunocompromised patients with cSCC.

In addition, Alpha Tau is engaged in pre-clinical research partnerships with leading academic institutions including Mayo Clinic, McGill University, Emory University, and MD Anderson Cancer Center, exploring combinations with immunotherapy. Alpha Tau has also reported encouraging interim data from a clinical study in Israel examining the combination of Alpha DaRT with checkpoint inhibitor therapeutics for patients with locally advanced or metastatic head and neck squamous cell carcinoma, and is exploring the possibility of conducting a sixth U.S. trial in this indication.

Regulatory and Commercial Progress

In addition to the ongoing FDA engagement for its U.S. clinical programs, on February 24, 2026, Alpha Tau received Shonin marketing approval from Japan's Ministry of Health, Labour and Welfare ("MHLW") for Alpha DaRT in the treatment of unresectable locally advanced or locally recurrent head and neck cancer. Shonin is the most rigorous regulatory pathway for medical devices in Japan and is granted following review and recommendation by Japan's Pharmaceuticals and Medical Devices Agency ("PMDA"). The approval marks the first regulatory clearance of the Alpha DaRT platform outside of Israel. As a condition of approval, Alpha Tau will conduct a post-market surveillance (PMS) study enrolling 66 patients across five leading clinical centers in Japan to further evaluate Alpha DaRT's safety and clinical performance in real-world settings and generate additional clinical evidence in collaboration with Japanese physicians and treatment centers.

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.

Strategic Overview Rationale

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.

Lifeward Transactions

Lifeward Share Purchase Agreement

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.

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).

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

Lifeward Ordinary Shares

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.

Pre-Funded Warrants

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").

Share Purchase Warrants

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

Lifeward Revenue Share

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.

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.

Lifeward Notes Purchase Agreement

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

Under the Lifeward Notes Purchase Agreement, Lifeward also has the right to require the Company to fund a second tranche of $9,000 aggregate principal amount of senior secured convertible notes (the "Additional Notes", and together with the Initial Notes, the "Notes"), on substantially the same terms as the Initial Notes, together with warrants to purchase up to 1,666,666 Lifeward Ordinary Shares (the "Additional Note Warrants") upon the occurrence of either of the following: (i) Lifeward's achievement of at least a 150% increase in ReWalk unit sales compared to the trailing twelve-month period immediately preceding the additional closing; or (ii) the closing price of the Lifeward Ordinary Shares equaling or exceeding $13.80 per share for 10 consecutive trading days immediately prior to the additional closing. As of March 31, 2026, neither of the foregoing conditions had been satisfied, and accordingly, the Additional Note had not been funded.

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

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

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.

Clinical Trial Management Agreement

In connection with the Lifeward Share Purchase Agreement, we agreed to enter into a clinical trial management agreement (the "Clinical Trial Management Agreement") with OraTech, pursuant to which we agreed to manage the clinical study of OraTech's investigational oral insulin capsule product (the "Study"), including providing clinical trial management and administrative services through completion of the Study (the "Services"). In consideration for the Services, OraTech will reimburse us for all reasonable out-of-pocket expenses actually incurred by us in providing the Services and payments made on behalf of OraTech to third parties and vendors, such as clinical sites, if applicable, subject to certain limitations and maximum payments as set forth in the Clinical Trial Management Agreement. The Clinical Trial Management Agreement will terminate upon completion of the Study unless earlier terminated in accordance with the terms set forth therein.

Financing Activities

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.

Critical Accounting Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. We evaluate our estimates on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates. We believe the following critical accounting estimates involve the most significant judgments and estimates used in the preparation of our condensed consolidated financial statements.

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.

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.