DEF 14A of Oramed Pharmaceuticals Inc., Jun 20, 2024

DEF 14A of Oramed Pharmaceuticals Inc.

Filed Jun 20, 2024 · FY20230001213900-24-054007

Open on EDGAR

  1. PROPOSAL 1: RE-ELECTION OF DIRECTORS

    PROPOSAL 1: RE-ELECTION OF DIRECTORS The number of directors comprising our Board is currently set at seven and our Board is presently composed of seven members. Upon the recommendation of our Board and our nominating committee, the Board has nominated for re-election the current directors, who are listed below along with additional information about each of them. The number of directors comprising our Board following the Annual Meeting will be set at seven. Vacancies on our Board may be filled by persons elected by a majority of our remaining directors. A director elected by our Board to fill a vacancy (including any vacancy created by an increase in the number of directors) shall serve until the next meeting of stockholders at which the election of directors is considered and until such director’s successor is elected and qualified or until such director’s earlier resignation or removal, but in no case will a decrease in the number of directors constituting the Board shorten the term of any incumbent director. Each Director Nominee is currently a director of the Company. If re-elected at the Annual Meeting, each of the Director Nominees below would serve until our next Annual Meeting of Stockholders and until his or her successor is elected and has qualified, or until such director’s earlier death, resignation or removal.

  2. Directors and Executive Officers

    Directors and Executive Officers The name and age of each of the seven Director Nominees and of our executive officers, his or her position with us and the period during which such person has served as a director or executive officer of the Company are set forth below.

  3. Directors and Executive Officers

    | Name | Age | Position | Serving Since | | Nadav Kidron | 49 | President, Chief Executive Officer, Director and Chairman (effective as of June 30, 2022) | 2006 | | Dr. Miriam Kidron | 83 | Chief Scientific Officer and Director | 2006 | | Avraham Gabay | 39 | Chief Financial Officer, Treasurer and Secretary | 2024 | | Joshua Hexter | 53 | Chief Operating & Business Officer | 2019 | | Daniel Aghion | 42 | Director | 2024 | | Dr. Arie Mayer | 68 | Director | 2019 | | Yehuda Reznick | 76 | Director | 2024 | | Leonard Sank | 59 | Director | 2007 | | Benjamin Shapiro | 40 | Director | 2023 |

  4. Directors and Executive Officers

    Dr. Miriam Kidron is Mr. Nadav Kidron’s mother. There are no other directors or officers of the Company who are related by blood or marriage.

  5. Board of Directors

    Board of Directors There are no agreements with respect to the election of directors. Each director is currently elected for a period of one year at our annual meeting of stockholders and serves until the next such meeting and until his or her successor is duly elected or until his or her earlier resignation or removal. The Board may also appoint additional directors. A director so chosen or appointed will hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. The Board has determined that Dr. Daniel Aghion, Dr. Arie Mayer, Yehuda Reznick, Leonard Sank and Benjamin Shapiro are independent as defined under the rules promulgated by the Nasdaq. Except for Dr. Arie Mayer and Yehuda Reznick, each of whom serves on the Board of Directors of Oravax Medical Inc. (“Oravax”), a company 63% owned by us, and an immaterial consulting agreement with a relative of Mr. Shapiro, none of the independent directors has any relationship with us besides serving on our Board. We have determined that each of the directors is qualified to serve as a director of the Company based on a review of the experience, qualifications, attributes and skills of each director. In reaching this determination, we have considered a variety of criteria, including, among other things: character and integrity; ability to review critically, evaluate, question and discuss information provided, to exercise effective business judgment and to interact effectively with the other directors; and willingness and ability to commit the time necessary to perform the duties of a director.

  6. Committees

    | ● | Making recommendations to our Board with respect to director compensation; and | | ● | Authority to exercise all rights, authority and functions of the Board under our Clawback Policy. |

  7. Compensation Discussion and Analysis

    The Compensation Committee reviews the allocation of compensation components regularly to ensure alignment with strategic and operating goals, competitive market practices and legislative changes. The Compensation Committee does not apply a specific formula to determine the allocation between cash and non-cash forms of compensation. Certain compensation components, such as base salaries, benefits and perquisites, are intended primarily to attract, hire, and retain well-qualified executives. Other compensation elements, such as long-term incentive opportunities, are designed to motivate and reward performance. Long-term incentives are intended to reward NEOs for our long-term performance and executing our business strategy, and to strongly align NEOs’ interests with those of stockholders. With respect to equity compensation, the Compensation Committee makes awards to executives under our Amended and Restated 2019 Incentive Plan (the “2019 Incentive Plan”). Executive compensation is paid or granted based on such matters as the Compensation Committee deems appropriate, including our financial and operating performance and the alignment of the interests of the executive officers and our stockholders.

  8. Elements of Compensation

    Elements of Compensation Our executive officer compensation program is comprised of: (i) base salary or monthly compensation; (ii) discretionary bonus; (iii) long-term equity incentive compensation in the form of stock option and RSU grants; and (iv) benefits and perquisites. In establishing overall executive compensation levels and making specific compensation decisions for our NEOs in Fiscal 2023, the Compensation Committee considered a number of criteria, including the executive’s position, scope of responsibilities, prior base salary and annual incentive awards and expected contribution. Generally, our Compensation Committee reviews and, as appropriate, approves compensation arrangements for the NEOs from time to time but not less than once each year. The Compensation Committee also takes into consideration the President and Chief Executive Officer’s recommendations for executive compensation of the other NEOs. The President and Chief Executive Officer generally presents these recommendations at the time of our Compensation Committee’s review of executive compensation arrangements. During Fiscal 2023, the Compensation Committee received consulting services from Aon Solutions UK Limited. (“Aon”) with regard to management compensation. The Compensation Committee engaged the consultant to review the Company’s current compensation plans for its management and collect and analyze data regarding management compensation at other companies comparable to the Company, in order to provide a competitive compensation benchmark. Aon collected SEC filings data regarding U.S. and Israeli compensation practices and developed a peer group of the following U.S. and Israeli companies: ALX Oncology Holdings Inc., Anavex Life Sciences Corp., Arbutus BioPharma Corporation, Atossa Therapeutics Inc., aTyr Pharma, Inc., Chimerix, Inc., Compugen Ltd., Fulcrum Therapeutics, Inc., Gamida Cell Ltd., Immunic, Inc., Lyra Therapeutics, Inc., Marinus Pharmaceuticals, Inc., MediciNova, Inc., Minerva Neurosciences, Inc., Rani Therapeutics, Inc., Relmada Therapeutics, Inc., Vistagen Therapeutics, Inc. and Zevra Therapeutics, Inc.. Following its review, Aon provided recommendations for cash and equity compensation at various percentiles for the Compensation Committee’s consideration. Base Salary The Compensation Committee performs a review of base salaries and monthly compensation for our NEOs from time to time as appropriate. In determining salaries, the Compensation Committee members also take into consideration the scope of the NEOs’ responsibilities and independent third-party market data, such as compensation surveys to industry, individual experience and performance and contribution to our clinical, regulatory, commercial and operational performance. None of the factors above has a dominant weight in determining the compensation of our NEOs, and our Compensation Committee considers the factors as a whole when considering such compensation. In addition, our Compensation Committee uses comparative data regarding compensation paid by peer companies in order to obtain a general understanding of current trends in compensation practices and ranges of amounts being awarded by other public companies, and not as part of an analysis or a formula. We believe that a competitive base salary and monthly compensation is a necessary element of any compensation program that is designed to attract and retain talented and experienced executives. We also believe that attractive base salaries can motivate and reward executives for their overall performance. Base salary and monthly compensation are established in part based on the individual experience, skills and expected contributions to our performance, as well as such executive’s performance during the prior year. Generally, we believe that executives’ base salaries should be targeted near the median of the range of salaries for executives in similar positions with similar responsibilities, experience and performance at comparable companies. Compensation adjustments are made occasionally based on changes in an executive’s level of responsibility, company progress or on changed local and specific executive employment market conditions. In Fiscal 2023, our Compensation Committee increased the base salary of one of our NEOs by 10% (effective January 1, 2024) as it deemed this to be a reasonable rate based on, among other factors, such NEO’s responsibilities and the report from Aon, as it determined the salary was not in line with market compensation. Performance Based Bonus Our NEOs are eligible to receive discretionary annual bonuses based upon performance. The amount of annual bonus to our NEOs is based on various factors, including, among others, the achievement of scientific and business goals and our financial and operational performance. The Compensation Committee takes into account the overall performance of the individuals, as well as the overall performance of the Company over the period being reviewed and the recommendation of management. For any given year, the compensation objectives vary, but relate generally to strategic factors such as developments in our clinical path, the execution of a license agreement for the commercialization of product candidates, the establishment of key strategic collaborations, the build-up of our pipeline and financial factors such as capital raising. Bonuses are awarded generally based on corporate performance, with adjustments made within a range for individual performance, at the discretion of the Compensation Committee. The Compensation Committee determines, on a discretionary basis, the size of the entire bonus pool and the amount of the actual award to each NEO. The overall payment is also based on historic compensation of the NEOs. We believe that annual bonuses payable based on the achievement of short-term corporate goals incentivize our NEOs to create stockholder value and attain short-term performance objectives. Long-Term Equity Incentive Compensation Long-term incentive compensation allows the NEOs to share in any appreciation in the value of our common stock. The Compensation Committee believes that stock participation aligns executive officers’ interests with those of our stockholders. Equity incentive awards are generally made at the commencement of employment and following a significant change in job responsibilities, or to meet other special retention or performance objectives. The amounts of the awards are designed to reward past performance and create incentives to meet long-term objectives. Awards are made at a level expected to be competitive within the biotechnology industry, as well as with Israeli-based companies. Awards are made on a discretionary basis and not pursuant to specific criteria set out in advance. In determining the amount of each grant, the Compensation Committee also takes into account the number of shares held by the executive prior to the grant. The vesting schedule for NEOs generally provides for annual installments for new grants, though the Compensation Committee also utilizes quarterly vesting from time to time, as well as performance-based vesting. The Compensation Committee believes that time-based vesting encourages recipients to build stockholder value over a long period of time and that performance-based vesting encourages recipients to achieve goals that benefit the Company. As part of its engagement in Fiscal 2023 described above, Aon also provided consulting services in connection with grants of equity awards to our executive officers. Aon reviewed annual long-term incentive grants at peer companies, as well as such grants made by companies in the broader market, based on a blend of Black-Scholes valuations and grants as a percentage of the applicable company’s capitalization. Following such consultation, the Compensation Committee is considering alternative models and equity vehicles for future equity-based grants.

  9. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation earned by our NEOs for the Fiscal 2023 and the fiscal year ended December 31, 2022.

  10. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (1)(2) | RSUs Awards ($) (3) | Option Awards ($) (4) | All Other Compensation ($) (1)(5) | Total ($) | | Nadav Kidron | 2023 | 462,988 | 242,576 | 904,920 | - | 48,738 | 1,659,222 | | President, Chief Executive Officer and Chairman(6) | 2022 | 491,131 | 275,150 | 4,847,380 | 875,241 | 344,718 | 6,833,620 | | Dr. Miriam Kidron | 2023 | 347,405 | 139,123 | 605,480 | - | 17,423 | 1,109,431 | | Chief Scientific Officer and director(7) | 2022 | 378,569 | 140,231 | 1,938,580 | 588,947 | 23,879 | 3,070,206 | | David Silberman | 2023 | 156,070 | 62,027 | 277,180 | - | 41,434 | 536,711 | | Chief Financial Officer(8) | 2022 | 155,125 | 49,732 | 759,405 | 261,754 | 43,184 | 1,269,200 |

  11. SUMMARY COMPENSATION TABLE

    | (1) Amounts paid for Salary, Bonus and All Other Compensation that were originally denominated in NIS were translated into U.S. Dollars at the then current exchange rate for each payment. |

  12. SUMMARY COMPENSATION TABLE

    | (2) Bonuses were granted at the discretion of the Compensation Committee. |

  13. SUMMARY COMPENSATION TABLE

    | (3) For RSU awards, the amounts reflect the grant date fair value, as calculated pursuant to ASC Topic 718 “Compensation-Stock Compensation.” The assumptions used to determine the fair value of the RSU awards are set forth in note 10 to our audited consolidated financial statements in the Annual Report. Our NEOs will not realize the value of these awards in cash unless and until the awards vest and the underlying shares are issued and subsequently sold. |

  14. SUMMARY COMPENSATION TABLE

    | (4) The amounts reflect the grant date fair value, as calculated pursuant to ASC Topic 718, of these option awards. The assumptions used to determine the fair value of the option awards are set forth in note 10 to our audited consolidated financial statements in the Annual Report. Our NEOs will not realize the value of these awards in cash unless and until these awards are exercised and the underlying shares subsequently sold. |

  15. SUMMARY COMPENSATION TABLE

    | (5) See “All Other Compensation Table” below. |

  16. SUMMARY COMPENSATION TABLE

    | (6) Until November 1, 2022, Mr. Kidron received certain compensation from Oramed Ltd. through KNRY, Ltd., an Israeli entity owned by Dr. Miriam Kidron, or KNRY. Beginning on November 1, 2022, Mr. Kidron receives certain compensation from the Company through Shnida Ltd., an Israeli entity owned by Mr. Kidron, and certain compensation from Oramed Ltd. For additional information see “-Employment and Consulting Agreements” below. |

  17. SUMMARY COMPENSATION TABLE

    | (7) Dr. Kidron receives compensation from Oramed Ltd. through KNRY. See “-Employment and Consulting Agreements” below. |

  18. SUMMARY COMPENSATION TABLE

    | (8) On May 10, 2024, Mr. David Silberman resigned from his positions with the Company for personal reasons, effective as of July 12, 2024 (as subsequently shortened to June 17, 2024). On June 6, 2024, Mr. Avraham Gabay was appointed Chief Financial Officer, Treasurer and Secretary of the Company, effective June 18, 2024. |

  19. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023 The following table sets forth information concerning stock options and stock awards held by the NEOs as of December 31, 2023.

  20. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | Option Awards | | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of shares that have not vested (#) | Market value of shares that have not vested ($) | | Nadav Kidron | 47,134(1) | - | 12.45 | 4/9/24 | | | | | 49,000(2) | - | 7.77 | 6/30/27 | | | | | 97,000(3) | - | 8.14 | 1/31/28 | | | | | 196,500(4)(5) | - | 3.16 | 2/26/29 | | | | | 190,000(6) | - | 4.80 | 1/8/30 | | | | | 112,500(7) | 37,500(7) | 10.40 | 2/3/31 | | | | | 26,750(8) | 80,250(8) | 13.89 | 1/3/32 | | | | | 87,095(9) | 29,032(9) | 3.91 | 9/17/32 | | | | | | | | | 582,500(12)(13)(14)(15) | 1,345,575 | | Dr. Miriam Kidron | 47,134(1) | - | 12.45 | 4/9/24 | | | | | 69,999(16) | - | 7.77 | 6/30/27 | | | | | 47,000(17) | - | 8.14 | 1/31/28 | | | | | 104,000(18)(5) | - | 3.16 | 2/26/29 | | | | | 100,000(19) | | 4.80 | 1/8/30 | | | | | 75,000(20) | 25,000(20) | 10.40 | 2/3/31 | | | | | 54,000(21) | 18,000(21) | 13.89 | 1/3/32 | | | | | 24,059(22) | 8,020(22) | 3.91 | 9/17/32 | | | | | | | | | 408,584(23)(24)(25)(26) | 943,829 | | David Silberman | 25,000(28) | 25,000(28) | 20.19 | 9/1/31 | | | | | 8,000(29) | 24,000(29) | 13.89 | 1/3/32 | | | | | 7,121(30) | 2,374(30) | 3.91 | 9/17/32 | | | | | | | | | 176,375(31)(32)(33)(34) | 407,426 |

  21. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (1) On April 9, 2014, 47,134 options were granted to each of Nadav Kidron and Dr. Miriam Kidron under the 2008 Plan at an exercise price of $12.45 per share; 15,710 of such options vested on April 30, 2014 and the remainder vested in eight equal monthly installments, commencing on May 31, 2014. The options have an expiration date of April 9, 2024. |

  22. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (2) On June 30, 2017, 147,000 options were granted to Nadav Kidron under the 2008 Plan at an exercise price of $7.77 per share; 49,000 of such options vested on December 31, 2017 and the remainder vested in two equal installments of 49,000 on each of December 31, 2018 and December 31, 2019, subject to the Company share price reaching the target of $9.50 and $12.50 per share, respectively. The options expire on June 30, 2027. As of December 31, 2021, 98,000 of these options were forfeited. |

  23. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (3) On January 31, 2018, 97,000 options were granted to Nadav Kidron under the 2008 Plan at an exercise price of $8.14 per share; 97,000 of such options vested in four equal installments of 24,250 on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022. The options expire on January 31, 2028. | | (4) On February 26, 2019, 196,500 options were granted to Nadav Kidron under the 2008 Plan at an exercise price of $3.16 per share; 196,500 of such options vested in four equal installments of 49,125 on each of December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022. The options expire on February 26, 2029. For additional information please see footnote 5 below. |

  24. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (5) On September 11, 2019, these options were canceled and re-granted under the Company’s Amended and Restated 2019 Stock Incentive Plan (the “2019 Plan”) in the same amounts and under the same terms as the original grants. | | (6) On January 8, 2020, 190,000 options were granted to Nadav Kidron under the 2019 Plan at an exercise price of $4.80 per share. 190,000 of the options vested in four equal installments of 47,500 on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. The options expire on January 8, 2030. | | (7) On February 3, 2021, 150,000 options were granted to Nadav Kidron under the 2019 Plan at an exercise price of $10.40 per share. 112,500 of the options vested in three equal installments of 37,500 on each of December 31, 2021, December 31, 2022 and December 31, 2023, and the remainder of 37,500 shall vest on December 31, 2024. The options expire on February 3, 2031. | | (8) On January 3, 2022, 107,000 options were granted to Nadav Kidron under the 2019 Plan at an exercise price of $13.89 per share. 26,750 options vested on January 1, 2023, and the remainder shall vest in three equal installments of 26,750 on each of January 1, 2024, January 1, 2025 and January 1, 2026. The options expire on January 3, 2032. | | (9) On September 18, 2022, 116,127 options were granted to Nadav Kidron under the Oravax Medical Inc. 2021 Long-Term Incentive Plan at an exercise price of $3.91 per share. 87,095 of the options vested in three installments on each of September 18, 2022, December 31, 2022 and December 31, 2023 and the remaining 29,032 options shall vest on December 31, 2024. The options expire on September 17, 2032. | | (10) On November 13, 2014, 9,788 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Nadav Kidron. The RSUs vested in two equal installments, each of 4,894 shares, on November 30 and December 31, 2014. The shares of common stock underlying the RSUs will be issued upon request of the grantee. | | (11) On February 23, 2015, 79,848 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Nadav Kidron. The RSUs vested in 23 installments consisting of one installment of 6,654 shares on February 28, 2015 and 22 equal monthly installments of 3,327 shares each, commencing March 31, 2015. The shares of common stock underlying the RSUs will be issued upon request of the grantee. | | (12) On February 3, 2021, 300,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Nadav Kidron. 100,000 RSUs vested in one installment on August 31, 2021 and the remainder shall vest per the following: 100,000 shares shall vest upon our common stock achieving a specified price per share, and 100,000 shall vest upon our achievement of certain business objectives. | | (13) On January 3, 2022, 63,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. 15,750 RSUs vested on January 1, 2023 and the shares of common stock underlying the RSUs will be issued upon request of the grantee. 47,250 shall vest in three equal installments of 15,750 on each of January 1, 2024, January 1, 2025 and January 1, 2026. | | (14) On July 28, 2022, 126,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. 126,000 RSUs shall vest in three equal installments of 42,000 on each of January 1, 2024, January 1, 2025 and January 1, 2026. | | (15) On April 17, 2023, 279,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. 69,750 RSUs vested in three equal quarterly installments of 23,250 starting May 1, 2023 and the remainder of 209,250 shall vest in nine equal quarterly installments of 23,250 starting February 1, 2024. |

  25. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (16) On June 30, 2017, 69,999 options were granted to Dr. Miriam Kidron under the 2008 Plan at an exercise price of $7.77 per share; Such options vested in three equal installments of 23,333 on each of December 31, 2017, December 31, 2018 and December 31, 2019. The options have an expiration date of June 30, 2027. | | (17) On January 31, 2018, 47,000 options were granted to Dr. Miriam Kidron under the 2008 Plan at an exercise price of $8.14 per share; 47,000 of such options vested in four equal installments of 11,750 on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022. The options expire on January 31, 2028. |

  26. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (18) On February 26, 2019, 104,000 options were granted to Dr. Miriam Kidron under the 2008 Plan at an exercise price of $3.16 per share; 104,000 of such options vested in four equal installments of 26,000 on each of December 31, 2019, December 31, 2020, December 31, 2021 and December 31, 2022. The options expire on February 26, 2029. For additional information please see footnote 5 above. | | (19) On January 8, 2020, 100,000 options were granted to Dr. Miriam Kidron under the 2019 Plan at an exercise price of $4.80 per share. 100,000 of the options vested in four equal installments of 25,000 on each of December 31, 2020, December 31, 2021, December 31, 2022 and December 31, 2023. The options expire on January 8, 2030. | | (20) On February 3, 2021, 100,000 options were granted to Dr. Miriam Kidron under the 2019 Plan at an exercise price of $10.40 per share. 75,000 of such options vested in three equal installments of 25,000 on each of on each of December 31, 2021, December 31, 2022 and December 31, 2023 and the remaining 25,000 options shall vest on December 31, 2024. The options expire on February 3, 2031. | | (21) On January 3, 2022, 72,000 options were granted to Dr. Miriam Kidron under the 2019 Plan at an exercise price of $13.89 per share. 18,000 of such options vested on January 1, 2023 and the remaining 54,000 of the options shall vest in three equal installments of 18,000 on each of January 1, 2024, January 1, 2025 and January 1, 2026. The options expire on January 3, 2032. | | (22) On September 18, 2022, 32,079 options were granted to Dr. Miriam Kidron under the Oravax Medical Inc. 2021 Long-Term Incentive Plan at an exercise price of $3.91 per share. 24,059 of the options vested in three installments on each of September 18, 2022, December 31, 2022 and December 31, 2023 and the remaining 8,020 options shall vest on December 31, 2024. The options expire on September 17, 2032. | | (23) On February 3, 2021, 200,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Dr. Miriam Kidron. 66,666 RSUs vested in one installment on August 31, 2021 and the remainder shall vest per the following: 66,667 shares shall vest upon our common stock achieving a specified price per share, and 66,667 shall vest upon our achievement of certain business objectives. | | (24) On January 3, 2022, 42,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Dr. Miriam Kidron. 10,500 vested on January 1, 2023 and 31,500 shall vest in three equal installments of 10,500 on each of January 1, 2024, January 1, 2025 and January 1, 2026. | | (25) On July 28, 2022, 84,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Dr. Miriam Kidron. 84,000 shall vest in three equal installments of 26,000 on each of January 1, 2024, January 1, 2025 and January 1, 2026. | | (26) On April 17, 2023, 213,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Dr. Miriam Kidron. 53,250 RSUs vested in three equal quarterly installments of 17,750 starting May 1, 2023 and the remainder of 159,750 shall vest in nine equal quarterly installments of 17,750 starting February 1, 2024. The shares of common stock underlying the RSUs will be issued upon request of the grantee. | | (27) On April 17, 2023, 53,500 performance-based RSUs representing a right to receive shares of the Company’s common stock were granted to Dr. Miriam Kidron. 120,000 RSUs vested in one installment on May 26, 2023, upon our common stock achieving a specified price per share. The shares of common stock underlying the RSUs will be issued upon request of the grantee. | | (28) On September 1, 2021, 50,000 options were granted to David Silberman under the 2019 Plan at an exercise price of $20.19 per share. 25,000 options vested on June 27, 2022 and June 27, 2023 and the remainder shall vest in two equal installments of 12,500 options on each of June 27, 2024 and June 27, 2025. The options expire on September 1, 2031. Mr. Silberman resigned from his positions at the Company as of July 12, 2024 (as subsequently shortened to June 17, 2024) and, therefore, any options that vested through the date of the cessation of his service will only be exercisable for three months following that date and all unvested options will terminate. |

  27. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (29) On January 3, 2022, 32,000 options were granted to David Silberman under the 2019 Plan at an exercise price of $13.89 per share. 8,000 options vested on January 1, 2023 and the remainder shall vest in three equal installments of 8,000 on each of January 1, 2024, January 1, 2025 and January 1, 2026. The options expire on January 3, 2032. . Mr. Silberman resigned from his positions at the Company as of July 12, 2024 (as subsequently shortened to June 17, 2024) and, therefore, any options that vested through the date of the cessation of his service will only be exercisable for three months following that date and all unvested options will terminate. | | (30) On September 18, 2022, 9,495 options were granted to David Silberman under the Oravax Medical Inc. 2021 Long-Term Incentive Plan at an exercise price of $3.91 per share. 7,121 of the options vested in two installments on each of September 18, 2022 and December 31, 2022 and the remaining 2,374 options shall vest on December 31, 2024. The options expire on September 17, 2032. . Mr. Silberman resigned from his positions at the Company as of July 12, 2024 (as subsequently shortened to June 17, 2024) and, therefore, any options that vested through the date of the cessation of his service will only be exercisable for three months following that date and all unvested options will terminate. |

  28. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2023

    | (31) On September 1, 2021, 50,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to David Silberman. These RSUs vest as follows: (i) 33,333 shall vest upon our common stock achieving a price per share of $25 for at least 20 days out of any 30-day trading period and (a) if the first condition was met any time before June 27, 2022, then the RSUs would have vested in three equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024), (b) if the first condition is met any time between June 27, 2022 and June 27, 2023, then 1/3 of the RSUs will vest immediately, and the remainder will vest in two equal installments (on June 27, 2023 and June 27, 2024), (c) if the first condition is met any time between June 27, 2023 and June 27, 2024, then 2/3 of the RSUs will vest immediately, and the remaining 1/3 will vest on June 27, 2024) and (d) if the first condition is met any time after June 27, 2024, then the RSUs will vest immediately; and (ii) 16,667 upon achievement of a certain licensing agreement as specified by the Board and (a) if the first condition was met any time before June 27, 2022, then the RSUs would have vested in three equal installments (on June 27, 2022, June 27, 2023 and June 27, 2024), (b) if the first condition is met any time between June 27, 2022 and June 27, 2023, then 1/3 of the RSUs will vest immediately, and the remainder will vest in two equal installments (on June 27, 2023 and June 27, 2024), (c) if the first condition is met any time between June 27, 2023 and June 27, 2024, then 2/3 of the RSUs will vest immediately, and the remaining 1/3 will vest on June 27, 2024) and (d) if the first condition is met any time after June 27, 2024, then the RSUs will vest immediately. Mr. Silberman resigned from his positions at the Company as of July 12, 2024 (as subsequently shortened to June 17, 2024) and therefore, any RSUs that should have vested after that date will be forfeited upon his resignation. | | (32) On January 3, 2022, 19,000 RSUs representing a right to receive shares of the Company’s common stock were granted to David Silberman. 4,750 RSUs vested on January 1, 2023 and 14,250 shall vest in three equal installments of 4,750 on each January 1, 2024, January 1, 2025 and January 1, 2026. Mr. Silberman resigned from his positions at the Company as of July 12, 2024 (as subsequently shortened to June 17, 2024) and therefore, any RSUs that should have vested after that date will be forfeited upon his resignation. | | (33) On July 28, 2022, 39,000 RSUs representing a right to receive shares of the Company’s common stock were granted to David Silberman. 39,000 shall vest in three equal installments of 13,000 on each of January 1, 2024, January 1, 2025 and January 1, 2026. Mr. Silberman resigned from his positions at the Company as of July 12, 2024 (as subsequently shortened to June 17, 2024) and therefore, any RSUs that should have vested after that date will be forfeited upon his resignation. | | (34) On April 17, 2023, 97,500 RSUs representing a right to receive shares of the Company’s common stock were granted to David Silberman. 24,375 RSUs vested in three equal quarterly installments of 8,125 starting May 1, 2023 and the 73,125 shall vest in nine equal quarterly installments of 8,125 starting February 1, 2024. Mr Silberman resigned from his positions at the Company as of July 12, 2024 (as subsequently shortened to June 17, 2024) and therefore, any RSUs that should have vested after that date will be forfeited upon his resignation. |

  29. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table provides information regarding compensation earned by, awarded or paid to each person for serving as a director who is not an executive officer during Fiscal 2023:

  30. DIRECTOR COMPENSATION

    | Name of Director | Fees Earned or Paid in Cash ($) | Stock Awards (1)(2)($) | Option Awards (1)(2)($) | All Other Compensation ($) | Total ($) | | Dr. Arie Mayer(3) | 58,875 | 68,400 | - | - | 127,275 | | Yadin Rozov(5) | 40,125 | 68,400 | - | - | 108,525 | | Leonard Sank | 43,875 | 68,400 | - | - | 112,275 | | Benjamin Shapiro(6) | 20,000 | 49,000 | - | - | 69,000 |

  31. DIRECTOR COMPENSATION

    | (1) As of December 31, 2023, our non-employee directors then in office held options to purchase shares of our common stock and RSUs as follows: |

  32. DIRECTOR COMPENSATION

    | Name of Director | Aggregate Number of Shares Underlying Stock Awards | Aggregate Number of Shares Underlying Option Awards | | Dr. Arie Mayer(4) | 39,000 | 45,398 | | Yadin Rozov(5) | 37,875 | 7,500 | | Leonard Sank | 39,000 | 59,867 | | Benjamin Shapiro(6) | 15,000 | - |

  33. DIRECTOR COMPENSATION

    | (2) The amounts reflect the grant date fair value, as calculated pursuant to ASC 718, of these option awards. The assumptions used to determine the fair value of the option awards are set forth in note 10 to our audited consolidated financial statements included in the Annual Report. Our directors will not realize the value of these awards in cash unless and until these awards are exercised and the underlying shares subsequently sold. |

  34. DIRECTOR COMPENSATION

    | (3) Includes $15,000 in additional director fees paid to Dr. Mayer in his capacity as a director during the fiscal year ended December 31, 2023. |

  35. DIRECTOR COMPENSATION

    | (4) Includes 15,398 option awards granted by Oravax for Dr. Mayer’s service as a member of the Board of Directors of Oravax. |

  36. DIRECTOR COMPENSATION

    | (5) Mr. Rozov resigned from the Board on January 17, 2024. |

  37. DIRECTOR COMPENSATION

    | (6) Mr. Shapiro joined the Board on May 1, 2023. |

  38. DIRECTOR COMPENSATION

    Our directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board. Based on a report provided to the Compensation Committee by Aon in 2023, effective as of January 1, 2024, each independent director is entitled to receive as remuneration for his or her service as a member of the Board a sum equal to $30,000 and a grant of 5,070 RSUs per annum. The Chairman of our Board is entitled to receive an additional sum equal to $25,500. The members of our Audit Committee are each entitled to receive an additional sum equal to $6,000 and a grant of 2,230 RSUs. The members of our Compensation Committee are each entitled to receive an additional sum equal to $4,500 and a grant of 1,520 RSUs. The members of our Nominating Committee are each entitled to receive an additional sum equal to $4,000 and a grant of 505 RSUs. All cash remuneration is to be paid quarterly after the close of each quarter. The RSUs vest on April 1, July 1, October 1 and January 1 of each year, subject to Compensation Committee approval each year. Our executive officers did not receive additional compensation for service as directors. The Board may award special remuneration to any director undertaking any special services on behalf of us other than services ordinarily required of a director. Other than as described above, we have no present formal plan for compensating our directors for their service in their capacity as directors. Other than indicated above, no director received and/or accrued any compensation for his services as a director, including committee participation and/or special assignments during the year ended December 31, 2023.

  39. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid to our Chief Executive Officer and our other NEOs and certain financial performance of the Company for each of Fiscal 2023, the fiscal year ended December 31, 2022 and the fiscal year ended August 31, 2021. On February 28, 2022, the Board acted to change our fiscal year from a year beginning on September 1 and ending on August 31, to a year beginning on January 1 and ending on December 31.

  40. PAY VERSUS PERFORMANCE TABLE

    | Fiscal Year | Summary Compensation Table Total for CEO | Compensation Actually Paid to CEO (1) | Average Summary Compensation Table Total for Other NEOs | Average Compensation Actually Paid to Other NEOs (1) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return | Net Income (Loss) | | 2023 | $1,659,222 | $265,813 | $823,071 | $152,260 | $66.19 | $5,088 | | 2022 | $6,833,620 | $7,447,366 | $2,169,703 | $2,502,120 | $344.70 | $(37,764) | | 2021 | $4,020,581 | $10,981,233 | $1,310,794 | $2,545,504 | $563.90 | $22,989 |

  41. PAY VERSUS PERFORMANCE TABLE

    | (1) Amounts represent compensation actually paid to the following persons: (a) for 2023 - Mr. Nadav Kidron, our President, Chief Executive Officer and Chairman, Dr. Miriam Kidron, our Chief Scientific Officer and a director, and Mr. David Silberman, our Chief Financial Officer; (b) for 2022 – Mr. Nadav Kidron, our President, Chief Executive Officer and Chairman, Dr. Miriam Kidron, our Chief Scientific Officer and a director, and Mr. David Silberman, our Chief Financial Officer; and (c) for 2021 – Mr. Nadav Kidron, Dr. Miriam Kidron, Mr. David Silberman, Mr. Joshua Hexter, Mr. Michael Rabinowitz and Mr. Avraham Gabay, our former Chief Financial Officer. As determined under SEC rules, the amounts reported in the “Compensation Actually Paid to CEO” and “Compensation Actually Paid to other NEOs” columns do not reflect the actual compensation paid to or realized by our Chief Executive Officer or our other NEOs during each applicable year. The calculation of compensation actually paid for purposes of this table includes point-in-time fair values of stock awards and these values will fluctuate based on our stock price, various accounting valuation assumptions and projected performance related to our performance awards. See “Summary Compensation Table” above for certain other compensation of our Chief Executive Officer and our other NEOs for each applicable fiscal year. |

  42. PAY VERSUS PERFORMANCE TABLE

    Compensation actually paid to our Chief Executive Officer represents the total compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows:

  43. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” to our Chief Executive Officer | 2023 | 2022 | 2021 | | Total Compensation in the Summary Compensation Table | $1,659,222 | $6,833,620 | $4,020,581 | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | $(904,920) | $(4,847,380) | $(1,995,666) | | Deduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table | $- | $(875,241) | $(876,693) | | Increase for Fair Value of Awards Granted During Fiscal Year that Remain Unvested as of Year End, Determined as of Applicable Fiscal Year End(1) | $483,368 | $4,583,311 | $3,864,409 | | Increase for Fair Value of Awards Granted During Fiscal Year that Vested during Applicable Fiscal Year, Determined as of Vesting Date(1) | $656,078 | $2,367,740 | $1,968,000 | | Increase/deduction for Awards Granted During Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End | $(768,999) | $(383,589) | $3,904,373 | | Increase/deduction for Awards Granted During Prior Fiscal Year that Vested During Applicable Fiscal Year | $(858,935) | $(231,096) | $96,230 | | Total Adjustments | $(1,393,409) | $613,746 | $6,960,652 | | Compensation Actually Paid to the CEO | $265,813 | $7,447,366 | $10,981,233 |

  44. PAY VERSUS PERFORMANCE TABLE

    | (1) All fair value amounts are computed in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. |

  45. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” to our Other Named Executive Officers | 2023 | 2022 | 2021 | | Average Total Compensation in the Summary Compensation Table | $823,071 | $2,169,703 | $1,310,794 | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | $(441,330) | $(1,348,993) | $(702,838) | | Deduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table | $- | $(425,351) | $(394,179) | | Increase for Fair Value of Awards Granted During Fiscal Year that Remain Unvested as of Year End, Determined as of Applicable Fiscal Year End(2) | $392,267 | $2,232,407 | $1,390,828 | | Increase for Fair Value of Awards Granted During Fiscal Year that Vested during Applicable Fiscal Year, Determined as of Vesting Date | $79,592 | $142,120 | $498,557 | | Increase/deduction for Awards Granted During Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End | $(382,367) | $(170,831) | $510,409 | | Increase/deduction for Awards Granted During Prior Fiscal Year that Vested During Applicable Fiscal Year | $(318,972) | $(96,935) | $(68,068) | | Total Adjustments | $(670,811) | $332,417 | $1,234,710 | | Compensation Actually Paid to the Other Named Executive Officers | $152,260 | $2,502,120 | $2,545,504 |