DEF 14A of Oramed Pharmaceuticals Inc., Aug 3, 2026

DEF 14A of Oramed Pharmaceuticals Inc.

Filed Aug 3, 2026 · FY20250001213900-26-084609

Open on EDGAR

  1. To Be Held September 15, 2026

    | | Page | | ABOUT THE ANNUAL MEETING | 2 | | DIRECTOR ELECTION PROPOSAL | 9 | | CORPORATE GOVERNANCE | 11 | | DIRECTOR COMPENSATION | 18 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 20 | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 22 | | EXECUTIVE COMPENSATION | 23 | | PAY VERSUS PERFORMANCE | 27 | | AUDIT COMMITTEE MATTERS | 34 | | AUDITOR RATIFICATION PROPOSAL | 36 | | INCENTIVE PLAN AMENDMENT PROPOSAL | 37 | | SAY ON PAY PROPOSAL | 45 | | SAY ON FREQUENCY PROPOSAL | 47 | | THE ADJOURNMENT PROPOSAL | 49 | | OTHER BUSINESS | 50 | | SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS | 50 | | Proxy Card | |

  2. Board of Directors

    Board 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. Our Board has reviewed the independence of our directors based on the listing standards of the Nasdaq Stock Market (“Nasdaq”). The Board has determined that Dr. Daniel Aghion, Dr. Arie Mayer, Yehuda Reznick and Benjamin Shapiro are independent as defined under the rules promulgated by the Nasdaq. 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.

  3. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The following table sets forth summary information concerning the total compensation earned by the non-employee directors during the fiscal year ended December 31, 2025, for services to the Company.

  4. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1)(2) | All other compensation | Total ($) | | Dr. Daniel Aghion | 42,790 | 185,810 | — | — | 228,600 | | Dr. Arie Mayer | 40,000 | 178,961 | — | — | 218,961 | | Yehuda Reznick | 42,790 | 185,808 | — | — | 228,598 | | Benjamin Shapiro | 30,000 | 169,973 | — | — | 199,973 | | Leonard Sank* | 38,500 | 78,497 | — | — | 116,997 |

  5. DIRECTOR COMPENSATION

    ____________ * Mr. Sank resigned from the Board effective January 1, 2026. (1) As of December 31, 2025, our non-employee directors then in office held options to purchase shares of our common stock and RSUs as follows:

  6. DIRECTOR COMPENSATION

    | Name | Aggregate Number of Shares Underlying Stock Awards | Aggregate Number of Shares Underlying Option Awards | | Dr. Daniel Aghion | 88,343 | — | | Dr. Arie Mayer | 96,644 | 30,000 | | Yehuda Reznick | 83,343 | — | | Benjamin Shapiro | 86,329 | — | | Leonard Sank | 59,628 | 46,773 |

  7. 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 14 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. 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, 2025, each independent director is entitled to receive as remuneration for his or her service as a member of the Board a sum equal to $40,000 per annum (of which $30,000 in cash and RSU valued at $10,000 at the date of the grant, vested in 4 quarterly installments). The members of our Audit Committee are each entitled to receive an additional sum equal to $10,000 (of which $6,000 in cash and RSU valued at $4,000 at the date of the grant, vested in 4 quarterly installments). The members of our Compensation Committee are each entitled to receive an additional sum equal to $7,500 (of which $4,500 in cash and RSU valued at $3,000 at the date of the grant, vested in 4 quarterly installments). The members of our Nominating and Corporate Governance Committee are each entitled to receive an additional sum equal to $5,000 (of which $4,000 in cash and RSU valued at $1,000 at the date of the grant, vested in 4 quarterly installments). The members of our Investment Committee are each entitled to receive an additional sum equal to $5,000 (of which $4,000 in cash and RSU valued at $1,000 at the date of the grant, vested in 4 quarterly installments). In addition, all board members are entitled to an annual grant of 30,000 RSU that are vested in 3 annual installments. All cash remuneration is to be paid quarterly after the close of each quarter. The RSUs vested in four equal installments upon grant, on July 1, October 1 and January 1, 2026, 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, 2025.

  8. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE The following table sets forth all compensation earned, in all capacities, during the fiscal years ended December 31, 2025 and 2024 by (i) all individuals who served as our PEO during the fiscal year ended December 31, 2025, (ii) if applicable, our two most highly compensated executive officers, other than individuals who served as our PEO, who were serving as executive officers, as determined in accordance with the rules and regulations promulgated by the SEC, as of December 31, 2025, with compensation during the fiscal year ended December 31, 2025 of $100,000 or more, and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) but for the fact that such individuals were not serving as executive officers on December 31, 2025 (the individuals falling within categories (i), (ii) and (iii), the “NEOs”).

  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 | 2025 | 619,529 | 379,935 | 3,709,269 | 65,927 | 4,774,460 | | President, Chief Executive Officer and Chairman(5) | 2024 | 540,145 | 270,767 | 1,224,760 | 62,017 | 2,097,689 | | Dr. Miriam Kidron | 2025 | 439,902 | 271,994 | 1,406,033 | 48,455 | 2,166,384 | | Chief Scientific Officer and director(5) | 2024 | 408,104 | 155,291 | 951,545 | 19,607 | 1,534,547 | | Joshua Hexter | 2025 | 285,432 | 218,148 | 1,299,065 | 79,753 | 1,882,398 | | Chief Operating and Business Officer | 2024 | 259,038 | 93,992 | 608,545 | 69,875 | 1,031,450 |

  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 14 to our audited consolidated financial statements. 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. (4) See “All Other Compensation Table” below. (5) See “Employment and Consulting Agreements” below.

  11. 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 2025, the fiscal year ended December 31, 2025 and the fiscal year ended December 31, 2024.

  12. 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) | | 2025 | $4,774,660 | $4,801,325 | $2,024,392 | $2,059,945 | $118 | $75,324 | | 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 |

  13. PAY VERSUS PERFORMANCE TABLE

    ____________ (1) Amounts represent compensation actually paid to the following persons: (a) for 2025 — 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 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; and (c) 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. 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:

  14. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” to our Chief Executive Officer | 2025 | 2024 | 2023 | | Total Compensation in the Summary Compensation Table | $4,774,660 | $2,097,689 | $1,659,222 | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | $(3,709,269) | $(1,224,760) | $(904,920) | | Deduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table | $— | $— | $— | | 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) | $3,039,924 | $872,006 | $483,368 | | Increase for Fair Value of Awards Granted During Fiscal Year that Vested during Applicable Fiscal Year, Determined as of Vesting Date(1) | $735,970 | $382,364 | $656,078 | | Increase/deduction for Awards Granted During Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End | $57,294 | $8,752 | $(768,999) | | Increase/deduction for Awards Granted During Prior Fiscal Year that Vested During Applicable Fiscal Year | $(97,254) | $5,753 | $(858,935) | | Total Adjustments | $26,665 | $44,114 | $(1,393,409) | | Compensation Actually Paid to the CEO | $4,801,325 | $2,141,803 | $265,813 |

  15. 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.

  16. PAY VERSUS PERFORMANCE TABLE

    | Adjustments to Determine Compensation “Actually Paid” to our Other Named Executive Officers | 2025 | 2024 | 2023 | | Average Total Compensation in the Summary Compensation Table | $2,024,392 | $1,282,999 | $918,936 | | Deduction for Amounts Reported under the “Stock Awards” Column in the Summary Compensation Table | $(1,352,549) | $(780,045) | $(456,100) | | Deduction for Amounts Reported under “Option Awards” Column in the Summary Compensation Table | $— | $— | $— | | 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) | $1,129,060 | $527,963 | $401,363 | | Increase for Fair Value of Awards Granted During Fiscal Year that Vested during Applicable Fiscal Year, Determined as of Vesting Date | $262,954 | $270,527 | $87,885 | | Increase/deduction for Awards Granted During Prior Fiscal Year that were Outstanding and Unvested as of Applicable Fiscal Year End | $39,819 | $8,523 | $(812,057) | | Increase/deduction for Awards Granted During Prior Fiscal Year that Vested During Applicable Fiscal Year | $(43,731) | $3,351 | $(265,125) | | Total Adjustments | $35,553 | $30,319 | $(1,044,035) | | Compensation Actually Paid to the Other Named Executive Officers | $2,059,945 | $1,313,317 | $(125,099) |

  17. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025 The following table sets forth information concerning stock options and stock awards held by the NEOs as of December 31, 2025.

  18. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    | | 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 | | | | | 80,250(7) | 26,750(7) | 13.89 | 1/3/32 | | | | | 116,127(8) | | 3.91 | 9/17/32 | | | | | | | | | 1,357,306(9–23) | 3,868,320 | | Dr. Miriam Kidron | 69,999(24) | — | 7.77 | 6/30/27 | | | | | 47,000(25) | — | 8.14 | 1/31/28 | | | | | 104,000(26)(4) | — | 3.16 | 2/26/29 | | | | | 100,000(27) | | 4.80 | 1/8/30 | | | | | 100,000(28) | | 10.40 | 2/3/31 | | | | | 54,000(29) | 18,000(29) | 13.89 | 1/3/32 | | | | | | | | | 633,748(30–42) | 1,806,181 | | Joshua Hexter | 100,000(43) | | 3.69 | 9/11/29 | | | | | | 100,000(44) | 3.69 | 9/11/29 | | | | | 50,000(45) | | 10.40 | 2/3/31 | | | | | 27,000(46) | 9,000(46) | 13.89 | 1/3/32 | 501,742(47–56) | 1,334,962 |

  19. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    ____________ (1) 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. (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. 150,000 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. 80,250 options vested in three equal installments of 26,750 on each of January 1, 2023, January 1, 2024 and January 1, 2025. The remainder 26,750 shall vest on 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 PSUs, 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 ,100,000 RSUs vested on February 10, 2025, and 100,000 RSUs shall vest upon our common stock achieving a specified price per share. (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. 47,250 RSUs vested in three equal installments, each of 15,750 shares on January 1, 2023, January 1, 2024 and January 1, 2025. The remainder 15,750 shall vest on January 1, 2026. The shares of common stock underlying the RSUs will be issued upon request of the grantee. (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. 84,000 RSUs vested in two equal installments, each of 42,000 shares on January 1, 2024 and January 1, 2025. The remainder 42,000 shall vest on January 1, 2026. The shares of common stock underlying the RSUs will be issued upon request of the grantee. (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. 255,750 RSUs vested in eleven equal quarterly installments of 23,250 starting May 1, 2023 and the remainder of 23,250 shall vest on February 1, 2026. (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. 329,000 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 vested on February 10, 2025 upon the satisfaction of certain market conditions. (17) On January 2, 2025, the Board modified 294,000 outstanding PSUs that were granted to the Company’s executive officers adjusting the vesting criteria from market condition to performance targets. (18) On January 2, 2025, 433,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. The RSUs vested in twelve quarterly installments of 36,125 starting January 1, 2025. (19) On January 2, 2025, 186,000 PSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. The total amount of the PSUs vested on February 10, 2025 upon the satisfaction of certain performance conditions. (20) On December 31, 2025, 299,750 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. The RSUs shall vest in eleven quarterly installments of 27,250 starting April 1, 2026. (21) On December 31, 2025, 109,000 PSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. The total amount of the PSUs vest upon the satisfaction of certain performance conditions. (22) On December 31, 2025, 109,000 PSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. The total amount of the PSUs vest upon the satisfaction of certain performance conditions or certain market conditions. (23) On December 31, 2025, 259,890 RSUs representing a right to receive shares of the Company’s common stock were granted to Nadav Kidron. 259,890 RSUs shall vest in one installment on January 1, 2026. (24) 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. (25) 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) 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. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    (27) 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. (28) 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. (29) 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. 54,000 of such options vested in three equal installments of 18,000 on each of January 1, 2023, January 1, 2024 and January 1, 2025 and the remainder of 18,000 shall vest on January 1, 2026. The options expire on January 3, 2032. (30) 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 on August 31, 2021, 66,667 RSUs vested on February 10, 2025 upon our achievement of certain business objectives, and 66,667 RSUs shall vest upon our common stock achieving a specified price per share. (31) 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. 31,500 vested on three equal installments of 10,500 on each of January 1, 2023, January 1, 2024 and January 1, 2025. The remainder shall vest on January 1, 2026. (32) 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. 63,000 vested on three equal installments of 21,000 on each of January 1, 2023, January 1, 2024 and January 1, 2025. The remainder shall vest on January 1, 2026. (33) 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. 213,000 RSUs vested in twelve equal quarterly installments of 17,750 starting May 1, 2023. The shares of common stock underlying the RSUs will be issued upon request of the grantee. (34) 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. 53,500 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. (35) 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. (36) 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 vested on February 10, 2025 upon the satisfaction of certain market conditions. (37) On January 2, 2025, 207,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Dr. Miriam Kidron. The RSUs vested in twelve quarterly installments of 17,250 starting January 1, 2025. (38) On January 2, 2025, 52,000 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 vested on February 10, 2025 upon the satisfaction of certain performance conditions. (39) On December 31, 2025, 105,417 RSUs representing a right to receive shares of the Company’s common stock were granted to Dr. Miriam Kidron. The RSUs shall vest in eleven quarterly installments of 9,583 starting April 1, 2026. (40) On December 31, 2025, 19,000 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 vest upon the satisfaction of certain performance conditions. The total fair value of these PSUs on the date of grant was $54, using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant. (41) On December 31, 2025, 19,000 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 vest upon the satisfaction of certain performance conditions or certain market conditions. The total fair value of these PSUs on the date of grant was $54, using the quoted closing market share price of $2.85 on the Nasdaq Capital Market on the date of grant. (42) On December 31, 2025, 130,914 RSUs representing a right to receive shares of the Company’s common stock were granted to Dr. Miriam Kidron. 130,914 RSUs shall vest in one installment on January 1, 2026. (43) 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. (44) 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. (45) 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. (46) 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. 27,000 options vested in three equal installments of 9,000 on each of January 1, 2023, January 1, 2024 and January 1, 2025. The remainder shall vest on January 1, 2026. The options expire on January 3, 2032. (47) On February 3, 2021, 100,000 PSUs, 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, 33,333 RSUs vested on February 10, 2025 upon our common stock achieving a specified price per share, and 33,334 RSUs vest upon our achievement of certain business objectives. (48) On January 3, 2022, 21,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. 15,750 RSUs vested in three equal installments, each of 5,250 shares on January 1, 2023, January 1, 2024 and January 1, 2025. The remainder 5,250 shall vest on January 1, 2026. The shares of common stock underlying the RSUs will be issued upon request of the grantee. (49) On July 28, 2022, 42,000 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. 28,000 RSUs vested in two equal installments, each of 14,000 shares on January 1, 2024, January 1, 2025 and the remainder 14,000 shall vest on January 1, 2026. (50) 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 twelve equal quarterly installments of 9,000 starting May 1, 2023. (51) On January 4, 2024, 180,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. The RSUs vested in twelve equal quarterly installments of 15,042 starting January 8, 2024. The shares of common stock underlying the RSUs will be issued upon request of the grantee.

  21. OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2025

    (52) On January 2, 2025, 194,500 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. The RSUs vested in twelve quarterly installments of 16,208 starting January 1, 2025. (53) On December 31, 2025, 105,417 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. The RSUs shall vest in eleven quarterly installments of 9,583 starting April 1, 2026. (54) On December 31, 2025, 19,000 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 upon the satisfaction of certain performance conditions. (55) On December 31, 2025, 19,000 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 upon the satisfaction of certain performance conditions or certain market conditions. (56) On December 31, 2025, 106,911 RSUs representing a right to receive shares of the Company’s common stock were granted to Joshua Hexter. 106,911 RSUs shall vest in one installment on January 1, 2026.