DEF 14A of Oramed Pharmaceuticals Inc., Jul 16, 2025

DEF 14A of Oramed Pharmaceuticals Inc.

Filed Jul 16, 2025 · FY20240001213900-25-064755

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 | 51 | President, Chief Executive Officer, Director and Chairman (effective as of June 30, 2022) | 2006 | | Dr. Miriam Kidron | 84 | Chief Scientific Officer and Director | 2006 | | Avraham Gabay | 40 | Chief Financial Officer, Treasurer and Secretary | 2024 | | Joshua Hexter | 54 | Chief Operating & Business Officer | 2019 | | Dr. Daniel Aghion | 43 | Director | 2024 | | Dr. Arie Mayer | 69 | Director | 2019 | | Yehuda Reznick | 76 | Director | 2024 | | Leonard Sank | 60 | Director | 2007 | | Benjamin Shapiro | 41 | 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, 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. Compensation Discussion and Analysis

    Compensation Discussion and Analysis This section explains the policies and decisions that shape our executive compensation program, including its specific objectives and elements, as it relates to our “named executive officers” (“NEOs”). Our NEOs for Fiscal 2024 are those three individuals listed in the “Summary Compensation Table” below. The Compensation Committee believes that our executive compensation is appropriately designed to incentivize our NEOs to work for our long-term prosperity, is reasonable in comparison with the levels of compensation provided by comparable companies and reflects a reasonable cost. We believe our NEOs are critical to the achievement of our corporate goals, through which we can drive stockholder value. The Compensation Committee of our Board is comprised solely of independent directors as defined by Nasdaq and non-employee directors as defined by Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Compensation Committee has the authority and responsibility to review and approve the compensation of our President and Chief Executive Officer and other executive officers. Other information concerning the structure, roles and responsibilities of our Compensation Committee is set forth in “Board Meetings and Committees — Compensation Committee” section. Our executive compensation program and our NEOs’ compensation packages are designed around the following objectives: • attract, hire, and retain talented and experienced executives; • motivate, reward and retain executives whose knowledge, skills and performance are critical to our success; • ensure fairness among the executive management team via recognizing the contributions of each executive to our success; • focus executive behavior on achievement of our corporate objectives and strategy; and • align the interests of management and stockholders by providing management with longer-term incentives through equity ownership. 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 2019 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.

  7. 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 2024, 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 2024, 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., AN2 Therapeutics, Inc., Anavex Life Sciences Corp., Atossa Therapeutics Inc., aTyr Pharma, Inc., Chimerix, Inc., Compugen Ltd., Fulcrum Therapeutics, Inc., Immunic, Inc., Marinus Pharmaceuticals, Inc., MediciNova, Inc., Pluri Biotech Ltd., Rani Therapeutics, Inc., Relmada Therapeutics, Inc., Rezolute, Inc., Vistagen Therapeutics, Inc., vTv 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 2024, our Compensation Committee increased the base salary of our NEOs by 15% (effective July 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 salaries were 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 2024 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. Benefits and Perquisites

  8. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth the compensation earned by our NEOs for the Fiscal 2024 and the fiscal year ended December 31, 2023.

  9. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(1)(2) | RSUs and PSUs Awards ($)(3) | All Other Compensation ($)(1)(4) | Total ($) | | Nadav Kidron | 2024 | 540,145 | 270,767 | 1,224,760 | 62,017 | 2,097,689 | | President, Chief Executive Officer and Chairman | 2023 | 462,988 | 242,576 | 904,920 | 48,738 | 1,659,222 | | Dr. Miriam Kidron | 2024 | 408,104 | 155,291 | 951,545 | 19,607 | 1,534,547 | | Chief Scientific Officer and director(5) | 2023 | 347,405 | 139,123 | 605,480 | 17,423 | 1,109,431 | | Joshua Hexter | 2024 | 259,038 | 93,992 | 608,545 | 69,875 | 1,031,450 | | Chief Operating & Business Officer | 2023 | 272,139 | 84,583 | 306,720 | 64,998 | 728,440 |

  10. 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 average exchange rate for the period. (2) Bonuses were granted at the discretion of the Compensation Committee. (3) For RSU and performance stock unit, or PSU, 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 included 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. On January 2, 2025, we granted 328,500 PSUs that shall vest upon at the earliest of (1) the closing of a JV transaction with HTIT; or (2) the repayment to us of the value of our principal investment in Scilex Holding Co. (“Scilex”) plus 10%. We modified 294,000 outstanding PSUs that were granted, adjusting the vesting criteria and performance targets. As of March 27, 2025, all PSUs that granted achieved the first updated performance target. (4) See “All Other Compensation Table” below. (5) Dr. Kidron receives compensation from Oramed Ltd. through KNRY, Ltd., or KNRY. See “— Employment and Consulting Agreements” below.

  11. Employment and Consulting Agreements

    Employment and Consulting Agreements On July 1, 2008, Oramed Ltd. entered into a consulting agreement with KNRY, whereby Dr. Miriam Kidron, through KNRY, provides services as Chief Scientific Officer of both the Company and Oramed Ltd., or the Miriam Kidron Consulting Agreement. The Miriam Kidron Consulting Agreement is terminable by either party upon 140 days prior written notice. The agreement, as amended, provides that KNRY will be reimbursed for reasonable expenses incurred in connection with performance of the agreement. Pursuant to the agreement, each of KNRY and Dr. Miriam Kidron agreed that during the term of the agreement and for a 12-month period thereafter, none of them will compete with Oramed Ltd. nor solicit employees of Oramed Ltd. Effective as of April 1, 2025, the Company entered into a consulting agreement with KNRY, whereby Dr. Miriam Kidron, through KNRY, provides services as Chief Scientific Officer of the Company. The agreement is terminable by either party upon 140 days prior written notice. The agreement provides that KNRY will be reimbursed for reasonable expenses incurred in connection with performance of the agreement. Dr. Miriam Kidron receives a monthly consulting fee of NIS 67,275. Pursuant to the agreement, KNRY and Dr. Miriam Kidron each agree that during the term of the agreement and for a 12-month period thereafter, none of them will compete with the Company nor solicit employees of the Company. In addition, the Company, through Oramed Ltd., has entered into an employment agreement with Dr. Miriam Kidron, effective as of April 1, 2025, pursuant to which Dr. Miriam Kidron receives a gross monthly salary of NIS 51,750 in consideration for her services as Chief Scientific Officer of Oramed Ltd. In addition, the Chief Scientific Officer is provided with a phone and a company car pursuant to the terms of her agreement. Effective November 1, 2022, the Company entered into a consulting agreement with Shnida Ltd., whereby Nadav Kidron, through Shnida Ltd., provides services as President and Chief Executive Officer of the Company. The agreement is terminable by either party upon 140 days prior written notice. The agreement provides that Shnida Ltd. will be reimbursed for reasonable expenses incurred in connection with performance of the agreement. Effective as of January 1, 2024, Nadav Kidron receives a monthly consulting fee of NIS 96,825. Effective as of July 1, 2024, the monthly consulting fee is NIS 111,349. Pursuant to the agreement, Shnida Ltd. and Nadav Kidron each agree that during the term of the agreement and for a 12-month period thereafter, none of them will compete with the Company nor solicit employees of the Company. In addition, we, through Oramed Ltd., have entered into an employment agreement with Nadav Kidron, effective as of November 1, 2022, pursuant to which, effective as of January 1, 2024, Mr. Kidron receives gross monthly salary of NIS 51,591 in consideration for his services as President and Chief Executive Officer of Oramed Ltd. Effective as of July 1, 2024, Mr. Kidron receives gross monthly salary of NIS 59,330 in consideration for his services as President and Chief Executive Officer of Oramed Ltd. In addition, Mr. Kidron is provided with a phone and a company car pursuant to the terms of his agreement. We, through Oramed Ltd., have entered into an employment agreement with Joshua Hexter as of August 18, 2019, pursuant to which Mr. Hexter was appointed as Chief Operating & Business Officer of the Company and Oramed Ltd., effective September 19, 2019. In accordance with the employment agreement, as amended, Mr. Hexter’s current gross monthly salary is NIS 81,466, effective as of July 1, 2024, and he will be provided with a company car allowance pursuant to the terms of his agreement.. We have entered into indemnification agreements with our directors and officers pursuant to which we agreed to indemnify each director and officer for any liability he or she may incur by reason of the fact that he or she serves as our director or officer, to the maximum extent permitted by law. Potential Payments upon Termination or Change-in-Control We have no plans or arrangements in respect of remuneration received or that may be received by our NEOs to compensate such officers in the event of termination of employment (as a result of resignation or retirement). According to our NEOs’ employment agreements, upon a termination in connection with a change-in-control that occurs during the period that is three months prior and 12 months after the event, the following “double trigger” change-in-control provisions shall apply: • The President and Chief Executive Officer will be entitled to receive 18 months severance. • All other NEOS will be entitled to receive 12 months severance. • Severance shall be defined as base salary plus bonuses over the severance period. For U.S.-based persons, COBRA payments equivalent to healthcare benefits values will be provided over the severance period. • Full vesting acceleration of all outstanding unvested equity incentives. Pension, Retirement or Similar Benefit Plans We have no arrangements or plans under which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options, RSUs or restricted shares at the discretion of our Compensation Committee in the future. Policy Relating to Recovery of Erroneously Awarded Compensation Our Board has adopted an executive compensation clawback policy, administered by our Compensation Committee, which provides for the recoupment (or clawback) from current and former executive officers of certain compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws of the United States. In the event the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material non-compliance with any financial reporting requirement under the securities laws, the Compensation Committee will require prompt reimbursement or forfeiture of any excess incentive compensation (as defined in the clawback policy) received by any covered executive officer during the three completed fiscal years immediately preceding the date on which the Company is required to prepare an accounting restatement.

  12. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024 The following table sets forth information concerning stock options and stock awards held by the NEOs as of December 31, 2024.

  13. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    | 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 | 49,000(1) | — | 7.77 | 6/30/27 | | | | | 97,000(2) | — | 8.14 | 1/31/28 | | | | | 196,500(3)(4) | — | 3.16 | 2/26/29 | | | | | 190,000(5) | — | 4.80 | 1/8/30 | | | | | 150,000(6) | | 10.40 | 2/3/31 | | | | | 53,500(7) | 53,500(7) | 13.89 | 1/3/32 | | | | | 116,127(8) | | 3.91 | 9/17/32 | | | | | | | | | 792,082(11)(12)(13)(14)(15)(16) | 1,916,838 | | Dr. Miriam Kidron | 69,999(17) | — | 7.77 | 6/30/27 | | | | | 47,000(18) | — | 8.14 | 1/31/28 | | | | | 104,000(19)(4) | — | 3.16 | 2/26/29 | | | | | 100,000(20) | | 4.80 | 1/8/30 | | | | | 100,000(21) | | 10.40 | 2/3/31 | | | | | 36,000(22) | 36,000(22) | 13.89 | 1/3/32 | | | | | 32,079(23) | | 3.91 | 9/17/32 | | | | | | | | | 570,085(24)(25)(26)(27)(29)(30) | 1,379,606 | | Joshua Hexter | 100,000(31) | — | 3.69 | 9/11/29 | | | | | — | 100,000(32) | 3.69 | 9/11/29 | | | | | 50,000(33) | — | 10.4 | 2/3/31 | | | | | 18,000(34) | 18,000(34) | 13.89 | 1/3/32 | 315,500(35)(36)(37)(38)(39)(40) | 763,510 |

  14. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    ____________ (1) On June 30, 2017, 147,000 options were granted to Nadav Kidron under the Second Amended and Restated 2008 Stock Incentive Plan (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. (2) 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. (3) 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, see footnote 4 below. (4) On September 11, 2019, these options were canceled and re-granted under the 2019 Plan in the same amounts and under the same terms as the original grants. (5) 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. (6) 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 four equal installments of 37,500 on each of December 31, 2021, December 31, 2022 and December 31, 2023, and December 31, 2024. The options expire on February 3, 2031. (7) 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. 53,500 options vested in two equal installments of 26,750 on each of January 1, 2023, January 1, 2024, and the remainder shall vest in two equal installments of 26,750 on January 1, 2025 and January 1, 2026. The options expire on January 3, 2032. (8) 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. 116,127 of the options vested in four installments on each of September 18, 2022, December 31, 2022, December 31, 2023 and December 31, 2024. The options expire on September 17, 2032. (9) 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. (10) 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. (11) 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 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. (12) On January 3, 2022, 63,000 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 15,750 shares on January 1, 2023 and on January 1, 2024. The shares of common stock underlying the RSUs will be issued upon request of the grantee. The remainder shall vest in two equal installments of 15,750 on each of January 1, 2025 and January 1, 2026. (13) On July 28, 2022, 126,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. 42,000 RSUs vested on January 1, 2024. The shares of common stock underlying the RSUs will be issued upon request of the grantee. The remainder shall vest in two equal installments of 42,000 on each of January 1, 2025 and January 1, 2026. (14) On April 17, 2023, 279,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. 162,750 RSUs vested in seven equal quarterly installments of 23,250 starting May 1, 2023 and the remainder of 116,250 shall vest in five equal quarterly installments of 23,250 starting February 1, 2025. (15) On January 4, 2024, 329,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. 109,668 RSUs vested in twelve equal quarterly installments of 27,417 starting January 8, 2024. (16) On January 4, 2024, 141,000 PSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. The total amount of the PSUs shall vest when the closing price per share of Common Stock of the Company on the Nasdaq Capital Market reaches an average of $4.00 over any 10-trading day period. The total fair value of these PSUs on the date of grant was $691, using the Monte-Carlo model, based on the quoted closing market share price of $2.39 on the Nasdaq Capital Market on the date of grant. (17) 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. (18) 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. (19) 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, see footnote 4 above. (20) 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. (21) 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. 100,000 of such options vested in four equal installments of 25,000 on each of December 31, 2021, December 31, 2022 and December 31, 2023 and December 31, 2024. The options expire on February 3, 2031.

  15. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    (22) 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. 36,000 of such options vested in two equal installments of 25,000 on each of January 1, 2023 and January 1, 2024. The remaining 36,000 of the options shall vest in two equal installments of 25,000 on each of January 1, 2025 and January 1, 2026. The options expire on January 3, 2032. (23) 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. 32,079 of the options vested in four installments on each of September 18, 2022, December 31, 2022, December 31, 2023 and December 31, 2024. The options expire on September 17, 2032. (24) 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. (25) 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. 21,000 vested on two equal installments of 10,500 on each of January 1, 2023 and January 1, 2024. The remaining 21,500 shall vest in two equal installments of 10,500 on each of January 1, 2025 and January 1, 2026. (26) 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. 28,000 vested on one installment on January 1, 2024. The remaining 56,000 shall vest in two equal installments of 28,000 on each of January 1, 2025 and January 1, 2026. (27) 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. 124,249 RSUs vested in seven equal quarterly installments of 17,750 starting May 1, 2023 and the remainder of 88,751 shall vest in five equal quarterly installments of 17,750 starting February 1, 2025. The shares of common stock underlying the RSUs will be issued upon request of the grantee. (28) 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. (29) On January 4, 2024, 295,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Dr. Miriam Kidron. The RSUs vested in twelve equal quarterly installments of 24,625 starting January 8, 2024. The shares of common stock underlying the RSUs will be issued upon request of the grantee. (30) On January 4, 2024, 74,000 PSUs representing a right to receive shares of the Company’s common stock were granted to Dr. Miriam Kidron. The total amount of the PSUs shall vest when the closing price per share of Common Stock of the Company on the Nasdaq Capital Market reaches an average of $4.00 over any 10-trading day period. The total fair value of these PSUs on the date of grant was $691, using the Monte-Carlo model, based on the quoted closing market share price of $2.39 on the Nasdaq Capital Market on the date of grant. (31) On November 9, 2019, 100,000 options were granted to Joshua Hexter under the 2019 Plan at an exercise price of $3.69 per share; 100,000 of the options vested in sixteen equal quarterly installments of 6,250 starting November 1, 2019. (32) On November 9, 2019, 100,000 options were granted to Joshua Hexter under the 2019 Plan at an exercise price of $3.69 per share; 100,000 of the options shall vest in four quarterly installments upon our achievement of certain business objectives. (33) On February 3, 2021, 50,000 options were granted to Joshua Hexter under the 2019 Plan at an exercise price of $10.40 per share. 50,000 of the options vested in four equal installments of 12,500 on each of December 31, 2021, December 31, 2022, December 31, 2023, and December 31, 2024. The options expire on February 3, 2031. (34) On January 3, 2022, 36,000 options were granted to Joshua Hexter under the 2019 Plan at an exercise price of $13.89 per share. 18,000 options vested in two equal installments of 9,000 on each of January 1, 2023, January 1, 2024, and the remainder shall vest in two equal installments of 9,000 on January 1, 2025 and January 1, 2026. The options expire on January 3, 2032. (35) On February 3, 2021, 100,000 RSUs, representing a right to receive shares of the Company’s common stock, were granted to Joshua Hexter. 33,333 RSUs vested on August 31, 2021 and the remainder shall vest per the following: 33,333 shares shall vest upon our common stock achieving a specified price per share, and 33,334 shall vest upon our achievement of certain business objectives. (36) On January 3, 2022, 21,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. The RSUs vested in two equal installments, each of 5,250 shares on January 1, 2023 and on January 1, 2024. The shares of common stock underlying the RSUs will be issued upon request of the grantee. The remainder shall vest in two equal installments of 5,250 on each of January 1, 2025 and January 1, 2026. (37) On July 28, 2022, 42,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. 14,000 RSUs vested on January 1, 2024. The remainder shall vest in two equal installments of 14,000 on each of January 1, 2025 and January 1, 2026. (38) On April 17, 2023, 108,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. 63,000 RSUs vested in seven equal quarterly installments of 9,000 starting May 1, 2023 and the remainder of 45,000 shall vest in five equal quarterly installments of 9,000 starting February 1, 2025. (39) On January 4, 2024, 45,000 PSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. The total amount of the PSUs shall vest when the closing price per share of common stock of the Company on the Nasdaq Capital Market reaches an average of $4.00 over any 10-trading day period. The total fair value of these PSUs on the date of grant was $106, using the Monte-Carlo model, based on the quoted closing market share price of $2.39 on the Nasdaq Capital Market on the date of grant. (40) On January 4, 2024, 180,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. 60,167 RSUs vested in four equal quarterly installments of 15,042 starting January 8, 2024 and the remainder of 120,333 shall vest in eight equal quarterly installments of 15,042 starting January 1, 2025.

  16. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2024

    On January 2, 2025, we granted 1,023,000 RSUs representing a right to receive shares of the Company’s common stock to the Company’s executive officers. The total amount of the RSUs shall vest in equal quarterly installments of approximately 85,249 over a three year period starting with the first quarterly vesting on January 1, 2025. Also on January 2, 2025, we granted 328,500 PSUs representing a right to receive shares of the Company’s common stock to our executive officers. The total amount of the PSUs shall vest upon at the earliest of (1) the closing of OraTech transaction with HTIT; or (2) the repayment to the Company of the value of its principal investment in Scilex plus 10%. The total fair value of these PSUs on the date of grant was $792 based on the quoted closing market share price of $2.41 on the Nasdaq Capital Market on the date of grant. As of March 27, 2025, all PSUs that were granted to the Company’s executive officers achieved the first updated performance target.

  17. 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 2024:

  18. DIRECTOR COMPENSATION

    | Name of Director | Fees Earned or Paid in Cash ($) | Stock Awards(1)(2) ($) | Option Awards(1)(2) ($) | All Other Compensation ($) | Total ($) | | Daniel Aghion(6) | 39,645 | 94,992 | — | — | 134,637 | | Dr. Arie Mayer | 41,963 | 93,987 | — | — | 135,950 | | Yehuda Reznik(3) | 29,537 | 71,091 | — | — | 100,628 | | Yadin Rozov(5) | 1,913 | 92,780 | — | — | 94,693 | | Leonard Sank | 41,117 | 93,987 | — | — | 135,104 | | Benjamin Shapiro | 30,000 | 83,817 | — | — | 113,817 |

  19. DIRECTOR COMPENSATION

    ____________ (1) As of December 31, 2024, our non-employee directors then in office held options to purchase shares of our common stock and RSUs as follows:

  20. DIRECTOR COMPENSATION

    | Name of Director | Aggregate Number of Shares Underlying Stock Awards | Aggregate Number of Shares Underlying Option Awards | | Daniel Aghion(6) | 32,204 | — | | Dr. Arie Mayer(4) | 55,831 | 45,398 | | Yehuda Reznik(3) | 25,314 | 15,398 | | Yadin Rozov(5) | — | — | | Leonard Sank | 55,831 | 46,773 | | Benjamin Shapiro | 39,600 | — |

  21. 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. (3) Mr. Reznik joined the Board effective on April 1, 2024. (4) Includes 15,398 option awards granted by Oravax for Dr. Mayer’s service as a member of the Board of Directors of Oravax. (5) Mr. Rozov resigned from the Board on January 17, 2024 and forfeited his unvested RSUs and Options. (6) Mr. Aghion joined the Board on January 1, 2024. 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, other than if the Chairman is an executive officer. 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. On January 2, 2025, the Compensation Committee approved that in addition to the current annual compensation for the board members, a flat cash fee of $500 per meeting will be paid to each director for attendance at every meeting beyond six meetings per year, and an additional $2,000 in cash will be paid to each director per meeting of over three hours which he or she attends, regardless of the number of meetings. 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, 2024. In addition, during 2024 the directors were granted an aggregate of 142,500 RSUs that will vest in three equal annual installments starting January 1, 2025.

  22. The Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information

    The Company’s Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information We do not have any formal policy that requires the Company to grant, or avoid granting, equity-based compensation at certain times. We do not grant equity awards in anticipation of the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not time the public release of such information based on award grant dates. The timing of any equity grants to executive officers or directors in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officer’s commencement of employment or promotion effective date). During the year ended December 31, 2024, there were no equity grants made to our executive officers during any period beginning four business days before the filing of a periodic report or current report disclosing material non-public information and ending one business day after the filing or furnishing of such report with the SEC.

  23. 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 2024, the fiscal year ended December 31, 2023 and the fiscal year ended December 31, 2022.

  24. 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) | | 2024 | $2,097,689 | $2,141,803 | $1,282,999 | $1,313,317 | $105 | $(15,920) | | 2023 | $1,659,222 | $265,813 | $918,936 | $(125,099) | $19 | $5,088 | | 2022 | $6,833,620 | $7,447,366 | $2,166,044 | $2,027,434 | $84 | $(37,764) |

  25. PAY VERSUS PERFORMANCE TABLE

    ____________ (1) Amounts represent compensation actually paid to the following persons: (a) for 2024 — Mr. Nadav Kidron, our President, Chief Executive Officer and Chairman, Dr. Miriam Kidron, our Chief Scientific Officer and a director, and Mr. Joshua Hexter, our Chief Operating Officer; (b) for 2023 — Mr. Nadav Kidron, our President, Chief Executive Officer and Chairman, Dr. Miriam Kidron, our Chief Scientific Officer and a director, and Mr. Joshua Hexter, our Chief Operating Officer; and (c) for 2022 — Mr. Nadav Kidron, our President, Chief Executive Officer and Chairman, Dr. Miriam Kidron, our Chief Scientific Officer and a director, and Mr. Joshua Hexter, our Chief Operating 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. 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:

  26. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” to our Chief Executive Officer | 2024 | 2023 | 2022 | | Total Compensation in the Summary Compensation Table | $2,097,689 | $1,659,222 | $6,833,620 | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | $(1,224,760) | $(904,920) | $(4,847,380) | | Deduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table | $— | $— | $(875,241) | | 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) | $872,006 | $483,368 | $4,583,311 | | Increase for Fair Value of Awards Granted During Fiscal Year that Vested during Applicable Fiscal Year, Determined as of Vesting Date(1) | $382,364 | $656,078 | $2,367,740 | | Increase/deduction for Awards Granted During Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End | $8,752 | $(768,999) | $(383,589) | | Increase/deduction for Awards Granted During Prior Fiscal Year that Vested During Applicable Fiscal Year | $5,753 | $(858,935) | $(231,096) | | Total Adjustments | $44,114 | $(1,393,409) | $613,746 | | Compensation Actually Paid to the CEO | $2,141,803 | $265,813 | $7,447,366 |

  27. 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.

  28. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” to our Other Named Executive Officers | 2024 | 2023 | 2022 | | Average Total Compensation in the Summary Compensation Table | $1,282,999 | $918,936 | $2,166,044 | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | $(780,045) | $(456,100) | $(1,381,940) | | Deduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table | $— | $—) | $(441,710) | | 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) | $527,963 | $401,363 | $1,917,087 | | Increase for Fair Value of Awards Granted During Fiscal Year that Vested during Applicable Fiscal Year, Determined as of Vesting Date | $270,527 | $87,885 | $142,120 | | Increase/deduction for Awards Granted During Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End | $8,523 | $(812,057) | $(235,204) | | Increase/deduction for Awards Granted During Prior Fiscal Year that Vested During Applicable Fiscal Year | $3,351 | $(265,125) | $(138,962) | | Total Adjustments | $30,319 | $(1,044,035) | $(138,610) | | Compensation Actually Paid to the Other Named Executive Officers | $1,313,317 | $(125,099) | $2,027,434 |

  29. Relationship Between Financial Performance Measures

    Relationship Between Financial Performance Measures In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table above. Compensation Actually Paid and Company TSR Compensation Actually Paid and Net Loss All information provided above under the “Pay-Versus-Performance” heading will not be deemed to be incorporated by reference into any of Oramed’s filings under the Securities Act or the Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in any such filing, except to the extent Oramed specifically incorporates such information by reference.

  30. PROPOSAL 3: AMENDMENT TO INCENTIVE PLAN

    PROPOSAL 3: AMENDMENT TO INCENTIVE PLAN At the Annual Meeting, the Company’s stockholders will be asked to approve an amendment to our 2019 Plan (the “Plan Amendment”), in order to increase the aggregate number of shares authorized for issuance under the 2019 Plan by 2,000,000 shares to 9,500,000 shares of common stock, assuming that Proposal 3 is approved. Currently, 7,500,000 shares of common stock are reserved for issuance pursuant to awards granted under the 2019 Plan. As of July 3, 2025, there were 632,867 shares available for future award grants under the 2019 Plan and options to acquire 4,291,485 shares of common stock were outstanding under the 2019 Plan. The proposed Plan Amendment is set out in Appendix A to this proxy statement. The text of the proposed Plan Amendment is subject to modification to include such changes as the Board deems necessary and advisable to affect the increase in the number of shares of common stock reserved and available for issuance under the 2019 Plan. Our Board, the Compensation Committee and management believe that the effective use of stock-based long-term incentive compensation is vital to our ability to achieve strong performance in the future. In addition, our future success depends, in large part, upon our ability to maintain a competitive position in attracting, retaining and motivating key personnel. We believe that the Plan Amendment is essential to permit our management to continue to provide long-term, equity-based incentives to present and future key employees, consultants and directors.

  31. Material Features of the 2019 Plan

    Material Features of the 2019 Plan The following description of certain material features of the 2019 Plan is intended to be a summary only. This summary is qualified in its entirety by the full text of the 2019 Plan. Shares Available. The maximum number of shares authorized for issuance under the 2019 Plan following the Plan Amendment will be 9,500,000 shares of common stock, which is an increase of 2,000,000 shares from the number of shares currently authorized for issuance under the 2019 Plan. Other than in the case of options intended to qualify as incentive stock options (“ISOs”) for U.S. federal income tax purposes, the shares underlying any awards that are forfeited, canceled or expired (whether voluntarily or involuntarily) under the 2019 Plan will be added back to the shares authorized for issuance under the 2019 Plan. Shares that actually have been issued under the 2019 Plan pursuant to an award will not be available for future issuance under the 2019 Plan, except that if unvested shares are forfeited, or repurchased by the Company at the lower of their original purchase price or their fair market value at the time of repurchase, such shares shall become available for future grant under the 2019 Plan. To the extent not prohibited by the listing requirements of Nasdaq and applicable law, shares surrendered upon exercise or purchase of award (including pursuant to a net exercise) or to satisfy tax withholding obligations will be added back to the shares authorized for issuance under the 2019 Plan, unless otherwise determined by the administrator. In no event will ISOs be issued under the 2019 Plan following the Plan Amendment with respect to more than 9,500,000 shares, adjusted as described below. Types of Awards. The 2019 Plan permits the issuance of equity-based awards, including options (including stock options that qualify under Section 102 of the Israeli Income Tax Ordinance (New Version) 1961 (the “Tax Ordinance”), stock options that qualify under Section 3(i) of the Tax Ordinance and stock options that qualify as ISOs for U.S. federal income tax purposes), stock appreciation rights, restricted stock and RSUs. Plan Administration. The 2019 Plan is administered by the Board or the Compensation Committee. The administrator of the 2019 Plan has the power and authority to: select the employees, directors and consultants to whom awards will be granted from time to time; determine whether and to what extent awards are granted under the 2019 Plan; determine the number of shares or the amount of other consideration to be covered by each award granted thereunder, the exercise price or purchase price of each option or other award, the duration of each award and the times at which each award will become exercisable; approve forms of award agreements for use under the 2019 Plan; approve the time or times when options or other awards vest, which may be based on performance criteria and may include any vesting acceleration or waiver of forfeiture restrictions and any restriction or limitation regarding any award or shares related thereto based in each case on such factors as the administrator, in its sole discretion, determines; subject to certain limitations, amend the terms of any outstanding award under the 2019 Plan; construe and interpret the terms of the 2019 Plan and awards, including without limitation, any notice of award or award agreement, granted pursuant to the 2019 Plan; grant awards to employees, directors and consultants employed outside the United States on such terms and conditions different from those specified in the 2019 Plan as may, in the judgment of the administrator, be necessary or desirable to further the purpose of the 2019 Plan; designate awards as ISOs or non-qualified stock options, or as 102 options (whether through a trustee or not) or 3(i) options subject to the limitations under the Israeli Tax Authorities or any other applicable law and to determine the type and route of Trustee 102 options; determine the fair market value of the shares in accordance with the provisions of the 2019 Plan; and take all such other action and make all such other determinations and interpretations, not inconsistent with the terms of the 2019 Plan, as the administrator deems appropriate. Except in the case of options, stock appreciation rights and performance-based compensation (as discussed further below), the Board may delegate to officers of the Company, as defined in Section 16 of the Exchange Act, the authority to grant awards to consultants and employees, other than our directors or officers, provided that the Board may limit such authority from time to time. Eligibility and Limitations on Grants. All employees, directors and consultants of the Company or a subsidiary of the Company are eligible to participate in the 2019 Plan subject to the discretion of the administrator. Approximately 13 employees and directors are currently eligible to participate in the 2019 Plan. The number of consultants eligible to participate in the 2019 Plan fluctuates from time to time. Awards other than ISOs may be granted to employees, directors and consultants. ISOs may be granted only to employees of the Company or certain subsidiaries of the Company. The maximum number of shares of common stock with respect to which options and stock appreciation rights, and restricted stock and RSUs to the extent such awards are performance-based, may be granted to any grantee in any calendar year is 400,000 shares, subject to adjustment as discussed below. Performance-Based Compensation. Certain awards of restricted stock or RSUs under the 2019 Plan may vest contingent on the satisfaction of performance goals (“performance-based compensation”). The 2019 Plan permits the Compensation Committee to condition vesting on the satisfaction of any one or more of the following performance criteria: (1) increase in share price, (2) earnings per share, (3) total stockholder return, (4) operating margin, (5) gross margin, (6) return on equity, (7) return on assets, (8) return on investment, (9) operating income, (10) net operating income, (11) pre-tax profit, (12) cash flow, (13) revenue, (14) expenses, (15) earnings before interest, taxes and depreciation, (16) economic value added, (17) market share, (18) satisfactory completion of clinical trials or scientific benchmarks and (19) receipt of regulatory approvals. These criteria may be applied to the Company or any subsidiary as a whole, or with respect to a division, operating unit or business segment of the Company or a subsidiary, or any combination of the foregoing. The Compensation Committee must select the particular performance criteria before 25% of the applicable performance period has elapsed (or within 90 days of the date of award), if earlier. The Compensation Committee may make adjustments as necessary to the performance criteria to eliminate the effect on the stated performance goals of unplanned acquisitions or dispositions, changes in foreign exchange rates, discrete tax items identified by the Compensation Committee, changes in accounting standards and variances to planned annual incentive compensation expense. Stock Options. The administrator may award ISOs, non-qualified stock options, stock options that qualify under Section 102 or Section 3(i) of the Tax Ordinance. The exercise price of stock options awarded under the 2019 Plan may not be less (and in the case of certain ISO grants must be more) than the fair market value per share of the common stock on the date of the option grant. The administrator will determine at what times and under what conditions options may be exercised, subject to certain provisions in the case of options granted to Israeli grantees.

  32. Material Features of the 2019 Plan

    To qualify as ISOs, stock options must meet additional U.S. federal income tax requirements under the Internal Revenue Code of 1986, as amended (the “Code”), including a $100,000 limit on the value of shares subject to ISOs that first become exercisable in any one calendar year, a term of 10 years and a shorter term and higher minimum exercise price in the case of certain large stockholders. Stock Appreciation Rights. The administrator may award a stock appreciation right independently of a stock option. The base appreciation amount of stock appreciation rights awarded under the 2019 Plan may not be less than the fair market value per share of the common stock on the date of grant of the stock appreciation right. The maximum number of shares of common stock with respect to which stock appreciation rights may be granted to any grantee in any calendar year is 400,000 shares, subject to adjustment as discussed below. Restricted Stock and RSUs. The administrator may award shares of restricted stock or RSUs to grantees subject to such conditions and restrictions as the administrator may determine. RSUs are similar to restricted stock except that no shares are actually awarded to the grantee on the grant date. No monetary payment, other than for applicable taxes, is due by the grantee in connection with the grant of restricted stock or issuance of shares in connection with an RSU, except that the grantee must pay the Company the par value of the restricted stock or the shares of common stock underlying the RSU. The maximum number of shares of common stock with respect to which restricted stock and RSUs may be granted to any grantee in any calendar year is 400,000 shares, subject to adjustment as discussed below. Tax Withholding. Grantees of awards made or outstanding under the 2019 Plan are responsible for the payment of any federal, state or local taxes that the Company is required by law to withhold, including, without limitation, obligations incident to the receipt of shares upon any option exercise or vesting of other awards. Change of Control Provisions. Unless otherwise set forth in the award agreement, in the event of a “change in control” as defined in the 2019 Plan, the administrator may, in its sole discretion, provide for the (1) termination of an award upon the consummation of the change in control, but only if such award has vested and been paid out or the holder has been permitted to exercise the option in full for a period of not less than 30 days prior to the change in control, (2) acceleration of all or any portion of an award, (3) payment of an amount (in cash or, in the discretion of the administrator, in the form of consideration paid to shareholders of the Company in connection with such change in control) in exchange for the cancellation of an award and/or (4) issuance of substitute awards that will substantially preserve the otherwise applicable terms of any affected awards previously granted hereunder in a manner complying with applicable regulations. Capitalization Changes. The total number of shares available for award under the 2019 Plan, and the annual limit on the number of shares that may be awarded to any grantee in a calendar year, are subject to adjustment pursuant to the terms of the 2019 Plan in the case of certain changes in the capital structure of the Company including, such as stock splits, reverse stock splits, stock dividends, combination or reclassifications of shares or similar transactions. Term. No awards may be granted under the 2019 Plan after the 10-year anniversary of the date that the 2019 Plan was approved by the Board, or June 29, 2030. Amendments. The Board may amend, suspend or terminate the 2019 Plan at any time, subject to the approval of the Company’s stockholders to the extent such approval is required by applicable laws. Generally, under Nasdaq rules and provisions of the Code in the case of Incentive Stock Options, all material amendments to the 2019 Plan will be subject to approval by our stockholders, including, but not limited to: (1) an increase in the number of shares to be issued under the 2019 Plan; (2) an increase in benefits to grantees under the 2019 Plan including any material change to (i) permit a repricing (or decrease in exercise price) of outstanding stock options and stock appreciation rights (SARs) or (ii) reduce the price of stock options, SARs and other awards intended to provide the benefit of appreciation in the value of common stock subsequent to grant; (3) an extension of the duration of the 2019 Plan; (4) an expansion of the class of grantees eligible to participate in the 2019 Plan; and (5) any expansion in the types of awards provided under the 2019 Plan. Otherwise, the Board may amend or discontinue the 2019 Plan at any time, provided that no such amendment may adversely affect the rights under any outstanding award without the holder’s consent.

  33. Equity Compensation Plan Information

    Equity Compensation Plan Information The following table sets forth additional information with respect to the 2008 Plan and the 2019 Plan as of December 31, 2024:

  34. Equity Compensation Plan Information

    | Plan category | Number of securities to be issued upon exercise of outstanding options, RSUs and rights (a) | Weight- average exercise price of outstanding options, RSUs and rights (b) | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c) | | Equity compensation plans approved by security holders | 3,947,562 | $2.80 | 2,148,993 | | Equity compensation plans not approved by security holders | — | — | — | | Total | 3,947,562 | $2.80 | 2,148,993 |

  35. Equity Compensation Plan Information

    The approval of Proposal 3 requires the affirmative vote of the holders of a majority of the votes cast by the holders of shares of common stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. The Board unanimously recommends that you vote “FOR” the approval of the Plan Amendment, as disclosed in this proxy statement.

  36. Amended and Restated 2019 Stock Incentive Plan

    Amended and Restated 2019 Stock Incentive Plan WHEREAS, Oramed Pharmaceuticals Inc. (the “Company”) maintains the Company’s Amended and Restated 2019 Stock Incentive Plan (the “Incentive Plan”); WHEREAS, the Board of Directors (the “Board”) and the Compensation Committee of the Board has determined that it is in the best interests of the Company to amend the Incentive Plan to increase the maximum number of shares of the Company’s common stock authorized to be issued under the Incentive Plan by 2,000,000, from 7,500,000 to 9,500,000; and WHEREAS, pursuant to the Incentive Plan and in accordance with applicable stock exchange rules, an amendment that materially increases the aggregate number of shares that may be issued under the Incentive Plan generally must be approved by the stockholders of the Company. NOW, THEREFORE, effective as of the date of approval by the stockholders of the Company in accordance with applicable stock exchange rules, the Incentive Plan is hereby amended in the following particulars: 1. Section 3(a) of the Incentive Plan is deleted in its entirety and replaced with the following: (a) Subject to the provisions of Section 12 below, the maximum aggregate number of Shares that may be issued pursuant to all Awards (including Incentive Stock Options) under the Plan is 9,500,000 Shares. The Shares to be issued pursuant to Awards may be authorized, but unissued, or reacquired Common Stock. Notwithstanding Section 3(b), Incentive Stock Options on no more than 3,000,000 Shares, adjusted pursuant to the provisions of Section 12 below, may be granted. 2. In all other respects the Incentive Plan shall remain unchanged and in full force and effect.