Quarterly Report for Quarter Ending June 30, 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 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.

Recent Developments

Nano

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.

Profit Sharing Loan Agreement

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.

Investment in MAR Oramed JV LLC

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.

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 August 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.

Results of Operations

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

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):

		Six months ended								Three months ended
		June 30, 2026				June 30, 2025				June 30, 2026				June 30, 2025
Revenues		$	-			$	2,000			$	-			$
Cost of revenue			-				(1,987	)			-				-
Gross profit			-				13				-				-
Research and development expenses			(1,594	)			(3,240	)			-				(1,034	)
General and administrative expenses			(4,831	)			(3,762	)			(2,766	)			(1,455	)
Operating loss			(6,425	)			(6,989	)			(2,766	)			(2,489	)
Other income, net			8,860				257				610				257
Financial income, net			148,592				12,808				103,743				15,366
Income before tax expenses			151,027				6,076				101,587				13,134
Tax benefit (expenses)			(34,561	)			(458	)			(23,431	)			126
Net income			116,466				5,618				78,156				13,260
Net income (loss) attributable to:
Non-controlling interests			-				(28	)			-				(28	)
Company's stockholders			116,466				5,646				78,156				13,288
Basic income per share of common stock			2.85				0.14				1.90				0.32
Diluted income per share of common stock			2.76				0.13				1.84				0.31
Weighted average number of shares of common stock outstanding used in computing basic income per share of common stock			40,907,909				41,488,994				41,040,479				41,743,486
Weighted average number of shares of common stock outstanding used in computing diluted income per share of common stock			42,236,456				42,884,004				42,501,252				42,609,425

Revenues

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.

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

Cost of Revenues

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.

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

Research and Development Expenses

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.

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.

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 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.

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.

Operating Loss

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.

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.

Other Income, Net

		Six months ended								Three months ended
(U.S. dollars in thousands)		June 30, 2026				June 30, 2025				June 30, 2026				June 30, 2025
Alpha Tau Warrants and Services Agreement		$	846			$	257			$	417			$	257
Clinical Trial Management Agreement			193				-				193				-
Capital Gain from Sale of IP to Oratech			5,821				-				-				-
Medicox License Agreement			2,000				-				-				-
Total Other Income, Net			8,860				257				610				257

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 $8,860,000 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.

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.

Financial Income, Net

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.

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.

Tax on income

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.

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.

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

Liquidity and Capital Resources

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.

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.

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 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.

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.

Operating Activities

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.

Investing Activities

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.

Financing Activities

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.

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 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.

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, Japan, 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. Alpha Tau has begun submitting modules of its Modular Pre-Market Approval (PMA) application to the FDA and has finished treating patients in its ReSTART pivotal trial, with top-line data from the trial expected in late 2026 or early 2027.

●

IMPACT Study (Intratumoral Pancreatic Alpha Combination Trial): A multi-center pilot study combining Alpha DaRT with chemotherapy in patients with newly diagnosed unresectable locally advanced or metastatic pancreatic adenocarcinoma. In a pooled analysis of its first-in-human trials in Canada and Israel presented at DDW 2026, Alpha DaRT showed a 100% local disease control rate with a favorable safety profile, and a pooled analysis of three Phase I/II EUS-guided studies presented at the 2026 ASCO Annual Meeting reported median overall survival longer than historical standard of care reported in the literature across all examined sub-groups, with no treatment-related deaths. The FDA approved an IDE supplement adding a second standard-of-care regimen alongside mFOLFIRINOX and increasing enrollment from 30 to 40 patients. Alpha Tau is targeting completion of accrual in Q3 2026, with initial results approximately six months later.

●

GBM Feasibility Study: A study in patients with recurrent glioblastoma multiforme (GBM), a highly aggressive malignant brain tumor. Alpha Tau treated the first patient in its REGAIN (Recurrent Glioblastoma Alpha-DaRT Intratumoral Therapy) trial at Ohio State University's Comprehensive Cancer Center. Interim results from the first three patients, treated between December 2025 and March 2026, demonstrated a 100% local disease control rate and a 67% complete response rate under Response Assessment in Neuro-Oncology (RANO) criteria, with a single associated grade 3 serious adverse event that resolved and no local or distant recurrences as of the data cut-off. On June 11, 2026, following its review of a pre-specified interim safety report, the FDA cleared Alpha Tau to complete enrollment of the final seven patients (up to ten in total) and authorized two additional leading U.S. academic cancer centers to join the trial. Alpha DaRT previously received FDA Breakthrough Device Designation in recurrent GBM (October 2021) and was selected for the FDA's Total Product Life Cycle Advisory Program (TAP). Separately, in June 2026, Alpha Tau treated the first recurrent glioblastoma patient outside the United States-and the first in Israel-at Hadassah University Medical Center in Jerusalem under its broad-access ALL clinical protocol, marking the first international application of Alpha DaRT's brain-specific delivery system.

	●	Recurrent Prostate Cancer Pilot Study: A pilot study in patients with locally recurrent prostate cancer. Alpha Tau has treated prostate cancer patients in Israel and secured an FDA Investigational Device Exemption (IDE) for a U.S. trial. In June 2026, Alpha Tau entered into a strategic collaboration with Tolmar International Ltd. to commercialize Alpha DaRT for prostate cancer in the United States, as described under Regulatory and Commercial Progress below.
	●	Immunocompromised cSCC Study (ADMIRE - Alpha DaRT Management for Immunocompromised patients with REcurrent cSCC): A multi-center study in immunocompromised patients with cSCC. On July 15, 2026, Alpha Tau announced the successful treatment of the first patient in the ADMIRE study, performed at Banner MD Anderson Cancer Center in Gilbert, Arizona.

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 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.

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.

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, 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.

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, 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.

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.

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.

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.

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.

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.

Strategic Overview Rationale

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.

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.

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.

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.

Critical accounting policies and 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 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.

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.