SteadyMed Ltd.

In August 2016 and April 2017, as part of its financing rounds, the Company issued 6,554,016 and 2,515,775 warrants to purchase Ordinary Shares of the Company, nominal value NIS 0.01 per share with an exercise price of $3.5995 and $6.785 per warrant, respectively. The warrants are exercisable immediately upon issuance and may be exercised at any time prior to August 2021 and April 2022, respectively. The Company and all holders of outstanding warrants have entered into amendments to such warrants (the “Warrant Amendments”). Under the Warrant Amendments, in the event the merger is consummated by December 31, 2018, the warrants will not be assumed by United Therapeutics or Merger Sub, and instead the warrants will be cancelled and converted into the right to receive $2.33 for each share issuable upon exercise of a warrant issued in 2017 and $2.71 for each share issuable upon exercise of a warrants issued in 2016. The Warrant Amendments will terminate if the Merger is not consummated by December 31, 2018 (See also Note 1).

In 2012 as part of a private placement, the Company issued warrants that were originally exercisable into Convertible Preferred Shares and prior to the Company’s IPO in 2015, were automatically converted into warrants to purchase Ordinary Shares at the share par value of NIS 0.01. The majority of the warrants that were issued prior to the IPO were exercised prior to the IPO and the remaining warrants to purchase 10,191 Ordinary Shares were exercised in April 2018.

c.                           Three plaintiffs, Richard Scarantino, Australia A. Hoover and Donald Skinner, have filed separate putative class action lawsuits on June 27, 2018, June 27, 2018 and June 29, 2018, respectively, each in the United States District Court for the Northern District of California, each purportedly on behalf of the shareholders of SteadyMed, against SteadyMed and its directors and each alleging, among other things, violations of sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14a-9 thereunder. The complaints in these actions each seek, among other things, to enjoin the defendants from completing the previously announced proposed merger transaction by which SteadyMed will become a wholly-owned subsidiary of United Therapeutics Corporation (the “Merger”).  On July 6, 2018, plaintiff Hoover filed a motion for preliminary injunction, seeking to enjoin the Merger from proceeding until certain disclosures were made to shareholders in addition to those included in the proxy statement issued in connection with the merger (the “Proxy Statement”).  On July 16, 2018, SteadyMed provided certain additional disclosures in a supplement to the Proxy Statement filed with the SEC (the “Supplemental Disclosures”).  On July 19, 2018 and July 20, 2018, respectively, plantiffs Skinner and Hoover filed notices of voluntary dismissal of their actions without prejudice as moot, Counsel for plantiff Scarantino has confirmed that the Supplemental Disclosures moot their claims in that action and that it will likewise be dismissed. As stated in the Supplemental Disclosures, the Supplemental Disclosures should not be taken to indicate that SteadyMed or its affiliates, officers, directors or other representatives, or any recipient of this information, considered the information contained in the Supplemental Disclosures to be material; rather, SteadyMed believes that the Proxy Statement disclosed all required material information.

a.                          As described in Note 1c, the closing of the merger is subject to customary closing conditions, including the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act which expired on July 19, 2018 and the approval by SteadyMed’s shareholders which was obtained at an Extraordinary General Meeting of the shareholders that took place on July 30, 2018. Under Israeli law, the closing may not occur until at least thirty days have passed since the shareholders approved the Merger Agreement. Subjected to remaining closing conditions, the transaction is expected to close in the third quarter of 2018.

Research and development expenses were $7.9 million during the six months ended June 30, 2018 compared to $7.6 million in the same period in 2017, which reflect an increase of $0.3 million or 4%. The increase is mainly due to an increase of $0.4 million in sub-contractors and material costs predominantly associated with materials, manufacturing and development activities in response to the FDA’s request for additional design verification and device testing in preparation for resubmission of the Trevyent NDA, offset by decreased consulting activity associated with a clinical trial conducted in 2017 and regulatory activities related to the original 2017 Trevyent NDA submission, and a decrease of $0.1 million in personnel related expenses.