Lifeward Ltd 8-K, filed Mar 25, 2026
Lifeward Ltd. (LFWD)
8-K
2026-03-25
For: 2026-03-25
View Original
Added on
April 10, 2026
About this 8-K
Lifeward Ltd filed this 8-K on March 25, 2026.
Items reported
- Item 2.01: Completed an acquisition or sale of assets
- Item 3.02: Unregistered sale of equity
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 25, 2026
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading Symbol
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Name of each exchange
on which registered
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.01
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Completion of Acquisition or Disposition of Assets
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As previously disclosed on January 12, 2026, Lifeward Ltd. (the “Company”) entered into a Share Purchase Agreement (“Share
Purchase Agreement”) with Oramed Pharmaceuticals, Inc. (“Oramed”) and Oratech Pharma, Inc. (“Oratech Pharma”), pursuant to which the Company agreed to acquire all of the outstanding equity interests in Oratech Pharma, a wholly-owned subsidiary
of Oramed (the “Oratech Share Purchase”). On March 25, 2026, the Company completed its acquisition of Oratech in accordance with the terms of the Share Purchase Agreement.
At the closing of the Oratech Share Purchase, the Company issued an aggregate 2,256,476 shares of its ordinary shares (the
“Ordinary Shares”) and pre-funded warrants to purchase Ordinary Shares (the “Pre-Funded Warrants”). As additional consideration to Oramed, the Company also issued 1,296,296 warrants to purchase Ordinary Shares (the “Transaction Warrants”) and
has agreed to pay Oramed certain quarterly revenue sharing payments based on sales of the Company’s ReWalk Personal Exoskeleton products and related extended warranties.
On March 25, 2026, in connection with the closing of the Company’s acquisition of Oratech Pharma, the Company entered into: (i) a
First Amendment to Share Purchase Agreement with Oramed and Oratech Pharma, pursuant to which the rights and obligations of Oratech Pharma under the Share Purchase Agreement were assigned to Oratech Ltd. (“Oratech”) (the “Amendment”) and (ii)
an Assignment of Share Purchase Agreement with Oratech Pharma, and Oratech, pursuant to which Oratech Pharma transferred and assigned all of its rights, title and interest under the Share Purchase Agreement to Oratech and acknowledged by
Lifeward and Oramed (the “Assignment”). The foregoing descriptions of the Amendment and the Assignment are not complete and are qualified in their entirety by reference to the full text of such documents, the forms of which are filed as
Exhibits 2.1 and 2.2 respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The material terms and conditions of the Share Purchase Agreement were described in Item 1.01 of the Current Report on Form 8-K
filed by the Company on January 13, 2026 (the “Prior Report”) under the heading Share Purchase Agreement with Oramed, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the
Share Purchase Agreement, which was filed as Exhibit 2.1 to the Prior Report.
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Item 3.02
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Unregistered Sales of Equity Securities
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As previously disclosed and in connection with the Share Purchase Agreement, the Company entered into a securities purchase
agreement (the “Securities Purchase Agreement”) with Oramed, certain investors and Oramed, as collateral agent, on January 12, 2026, pursuant to which the Company agreed to issue to Oramed and certain investors senior secured convertible notes
convertible into Ordinary Shares and accompanying warrants to purchase Ordinary Shares. On March 25, 2026, the Company issued: (i) $10,000,000.00 aggregate principal amount senior secured convertible notes (the “Initial Notes”), convertible
into Ordinary Shares, and (ii) accompanying warrants to purchase Ordinary Shares (the “Initial Warrants”).
The issuance of the Ordinary Shares and the Ordinary Shares underlying the Pre-Funded Warrants and the Warrants (collectively, the
“Securities”) were made in reliance on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Rule 506 of Regulation D promulgated under the Securities Act and corresponding provisions
of state securities or “blue sky” laws. The Securities issued were not registered under the Securities Act or any state securities laws and such securities may not be offered or sold in the United States absent registration with the Securities
and Exchange Commission (the “SEC”) or an applicable exemption from the registration requirements. The issuance of the Securities did not involve a public offering and were made without general solicitation or general advertising. Oramed and
certain investors have represented that they are accredited investors, as such term is defined in Rule 501(a) of Regulation D under the Securities Act, and that they are acquiring the securities for investment purposes only and not with a view
to any resale, distribution or other disposition of the securities in violation of the United States federal securities laws.
The material terms and conditions of the Securities Purchase Agreement were described in Item 1.01 of the Prior Report under the
heading Securities Purchase Agreement, which description is incorporated herein by reference and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which was filed as Exhibit 10.2 to the Prior
Report.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Resignation of Dr. John William Poduska and Randel Richer
On March 25, 2026, Dr. John William Poduska and Randel Richner, current Class II directors of the Board of Directors (the “Board”)
of the Company notified the Board of their decision to step down from the Board, effective as of March 25, 2026. The departure of Dr. Poduska and Ms. Richner did not result from any disagreement with the Company on any matter relating to its
operations, policies or practices. The Company extends its deepest gratitude to Dr. Poduska and Ms. Richner for their distinguished service to the Board and lasting contributions to the Company.
Appointment of New Directors
In connection with the closing of the Share Purchase Agreement, the Board also expanded the size of the Board from five to eight
directors and appointed Nadav Kidron as a Class III director, Miriam Kidron, Ph.D., as a Class II director, and Yehuda Reznick as a Class I director (collectively, the “New Directors”), effective as of March 25, 2026 (the “Effective Date”).
As of the Effective Date, the (i) Audit Committee consists of Moshe Rozenbaum, William Mark Sigsbee and Mr. Reznick, with Mr.
Rozenbaum serving as chair of the Audit Committee, (ii) Compensation Committee consists of Mr. Rozenbaum, Mr. Sigsbee and Mr. Reznick, with Mr. Sigsbee serving as chair of the Compensation Committee, and (iii) Nominating and Corporate
Governance Committee consists of Mr. Sigsbee and Mike Swinford, with Mr. Swinford serving as chair of the Nominating and Corporate Governance Committee.
As compensation for services as a director, the New Directors will be entitled to standard compensation available to non-employee
directors of the Company as disclosed under “Director Compensation” in the Company’s most recent definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on June 26, 2025. Other than with respect to the
above-described arrangements, there are no transactions in which the New Directors have an interest requiring disclosure under Item 404(a) of Regulation S-K, and the New Directors do not have any family relationship with any director or
executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer.
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Item 9.01
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Exhibits
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(d)
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| 2.2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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Lifeward Ltd.
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Dated: March 25, 2026
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By:
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/s/ Almog Adar
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Name:
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Almog Adar
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Title:
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Chief Financial Officer
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Exhibit 2.1
FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
THIS FIRST AMENDMENT
TO SHARE PURCHASE AGREEMENT (this “Amendment”) dated and
effective as of [●], 2026 (the “Effective Date”), amends that
certain Share Purchase Agreement, dated January 12, 2026 (as amended to date, the “Purchase Agreement”), by and among Lifeward Ltd., a company limited by shares organized under the laws of the State of Israel (“Parent”), Oramed Pharmaceuticals Inc., a Dealware corporation (the “Seller”), and Oratech Pharma, Inc., a Nevada corporation (the “Company”). Parent,
Seller, the Company are each a “Party” and referred to collectively herein as the “Parties.” Certain capitalized terms used below but not otherwise defined shall have the meanings given to such terms in the
Purchase Agreement.
WHEREAS, concurrently with this Amendment, the Parties intends to assign the rights and obligations of the Company
under the Purchase Agreement to Oratech Ltd., a company limited by shares organized under the laws of the State of Israel, (the “Assignment”);
WHEREAS, the Parties have agreed to amend the Purchase Agreement to reflect this Assignment;
NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
1. Recitals. The recitals set forth above are true and correct and they are incorporated herein by this reference.
2. Replacement of Oratech Pharma, Inc.. All instances of “Oratech Pharma, Inc.” in the Purchase Agreement is hereby deleted and replaced with “Oratech Ltd.”:
3. Replacement of Nevada corporation. All instances of “Nevada corporation” in the Purchase Agreement is hereby deleted and replaced with “company limited by
shares organized under the laws of the State of Israel”.
4. Amendment to Definition of Company Capital Stock. The definition of “Company Capital Stock” in Section 1.1 of the Purchase Agreement is hereby deleted and
restated in its entirety as follows:
““Company Capital Stock”
means the Company Ordinary Shares.”
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Replacement and Amendment to Definition of Company Common Stock.
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All instances of “Company Common Stock” in the Purchase Agreement is hereby deleted and replaced with “Company Ordinary Shares.”
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The definition of “Company Ordinary Shares” is hereby deleted and restated in its entirety as follows:
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““Company Ordinary
Shares” means the ordinary shares, no par value per share, of the Company.”
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Amendment to Section 3.5(a). Section 3.5(a) of the Purchase Agreement is
hereby deleted and restated in its entirety as follows:
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“The authorized share capital of Company consists of 1,000 Company Ordinary Shares of which all have been issued and are
outstanding. Company does not hold any shares of its share capital in its treasury.”
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Ratification; Conflict. Except as modified hereby, the terms and provisions
of the Purchase Agreement are deemed ratified and in full force and effect and remain as is. The foregoing provisions supplement and amend the Purchase Agreement and in the event of any inconsistency or conflict between the terms and
conditions of the Purchase Agreement and this Amendment, the terms of this Amendment shall control. All future references to the “Agreement” shall be deemed to refer to the Purchase Agreement as amended by this Amendment. In the event of a
conflict between the terms of the Purchase Agreement and the terms of this Amendment, then the terms of this Amendment shall control.
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Binding Effect. This Amendment shall bind and inure to the benefit of not
only the parties hereto, but also their successors and assigns.
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Counterparts. This Amendment may be executed in two or more counterparts, a
complete set of which shall be deemed an original, constituting one and the same instrument. The parties hereto agree that they will execute such other and further instruments and documents that may be necessary to effectuate this
Amendment. In the event that any signature is delivered by facsimile transmission, by e-mail delivery of a “.pdf” format file or other similar format file, or thru an electronic signature platform (such as Docusign), such signature shall be
deemed an original for all purposes and shall create a valid and binding obligation of the party executing same with the same force and effect as if such facsimile, “.pdf”, or other electronic signature page was an original thereof.
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| 10. |
Governing Law. This Amendment shall be governed by the laws of the State of
Delaware.
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[Signatures appear on the following page]
IN WITNESS WHEREOF,
the Parties have caused this Amendment to be executed as of the date first above written.
LIFEWARD LTD
By: _________________________________
Name: William Mark Grant
Title: President and Chief Executive Officer
ORAMED PHARMACEUTICALS INC.
By: _________________________________
Name: Nadav Kidron
Title: Chief Executive Officer
ORATECH
PHARMA, INC.
By: _________________________________
By: _________________________________
Name: Nadav Kidron
Title: Chief Executive Officer
Exhibit 2.2
ASSIGNMENT OF SHARE
PURCHASE AGREEMENT
This Assignment of Share Purchase Agreement (the “Assignment”) is made and entered into to be effective as of [ ], 2026 (“Effective Date”),
by and between Oratech Pharma, Inc., a Nevada corporation (“Assignor”), and Oratech Ltd., a Company limited by shares organized under the
laws of the State of Israel (the “Assignee”) and acknowledged by Lifeward Ltd., a company limited by shares organized under the laws of the
State of Israel (“Parent”) and Oramed Pharmaceuticals Inc., a Delaware corporation (the “Seller”).
RECITALS
A. Assignor is a party to that certain Share
Purchase Agreement, dated January 12, 2026 between the Parent, Company and Seller (the “Purchase Agreement”).
B. Assignor desires to transfer and assign to
Assignee, and Assignee desires to acquire, all of Assignor’s right, title and interest in and to the Purchase Agreement; subject, however, to all of the terms, conditions and obligations contained in the Purchase Agreement.
NOW, THEREFORE, for and in consideration of assuming the obligations contained in the Purchase Agreement and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereto do hereby agree as follows:
AGREEMENT
1. Assignment and Assumption. Assignor does hereby sell, assign and transfer to Assignee all of Assignor’s right, title and interest in and to the Purchase Agreement. Assignee hereby assumes and
agrees to perform all of Assignor’s obligations under the Purchase Agreement, subject to the terms and conditions thereof, to the same extent as if Assignee had originally been named as “Company” therein.
2. Defined Terms. Except as may be otherwise provided herein, all defined terms used herein shall have the same meaning ascribed to them in the Purchase Agreement.
3. Successors and Assigns. This Assignment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
4. Counterparts. This Assignment may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document. All such counterparts shall be construed
together and shall constitute one instrument, but in seeking proof hereof, it shall only be necessary to produce one such counterpart.
This Assignment is executed by Assignor and Assignee and acknowledged by Parent and Seller as of the Effective Date
referenced above.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF,
the parties have caused this Assignment to be executed as of the date first above written.
ASSIGNOR:
ORATECH
PHARMA, INC.
By: _________________________________
By: _________________________________
Name: Nadav Kidron
Title: Chief Executive Officer
ASSIGNEE:
ORATECH
LTD.
By: _________________________________
By: _________________________________
Name: Nadav Kidron
Title: Chief Executive Officer
ACKNOWLEDGED BY:
LIFEWARD LTD
By: _________________________________
Name: William Mark Grant
Title: President and Chief Executive Officer
ORAMED PHARMACEUTICALS INC.
By: _________________________________
Name: Nadav Kidron
Title: Chief Executive Officer