Lifeward Ltd. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Unregistered Sales of Equity Securities, Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits

In connection with the Share Purchase Agreement, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Oramed and certain investors and Oramed, as collateral agent, pursuant to which the Company agreed to issue to Oramed and the certain investors senior secured convertible notes convertible into Ordinary Shares and accompanying warrants to purchase Ordinary Shares. Pursuant to the Securities Purchase Agreement, subject to shareholder approval and the satisfaction of other closing conditions, the Company agreed to issue to these investors (i) (A)  $10,000,000.00 aggregate principal amount senior secured convertible notes (the “Initial Notes”), convertible into Ordinary Shares, and (B) accompanying warrants to purchase Ordinary Shares (the “Initial Warrants”); and (ii) (A)  $10,000,000.00 aggregate principal amount senior secured convertible notes (the “Second Notes”, and together with the Initial Notes, the “Notes” and each a “Note”), convertible into Ordinary Shares, and (B) accompanying warrants to purchase Ordinary Shares (the “Second Warrants”, and together with the Initial Warrants, the “Common Warrants” and the Common Warrants together with the Transaction Warrants, the “Warrants”).  The funding of the Second Notes is also subject to customary closing conditions and  either (i) the Company achieving, as of the most recently completed fiscal quarter end for which the Company has publicly filed or furnished financial statements, at least a one hundred fifty percent (150%) increase in ReWalk Unit Sales (as defined in the Securities Purchase Agreement), measured in U.S. dollars, relative to the trailing twelve‑month period immediately preceding the Additional Closing Date as defined in the Securities Purchase Agreement), or (ii) the closing price of the Company’s Ordinary Shares on the Trading Market (as defined in the Securities Purchase Agreement) equals or exceeds $1.15 per share (which amount may be adjusted for certain capital events, such as stock splits following the date of the Purchase Agreement) on each Trading Day (as defined in the Securities Purchase Agreement) during the ten (10) consecutive Trading Days immediately prior to the Additional Closing Date.

The Common Warrants will be exercisable for up to an aggregate of 100% of Ordinary Shares (the “Warrant Shares”) that each Note is convertible into as of the issuance date, at an initial exercise price of $0.45 per share, subject to certain adjustments (the “Exercise Price”).  Additionally, subject to shareholder approval, the Common Warrants will be exercisable immediately and will expire five years after the date of issuance, and may be exercised on a cashless basis in the event of a fundamental transaction involving the Company or if the resale of the Ordinary Shares underlying the Common Warrants is not covered by an effective registration statement (or the prospectus contained therein is not available for use). The Exercise Price is subject to standard adjustments in the event of certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate changes. The Common Warrants may not be exercised and Ordinary Shares may not be issued under the Common Warrants if, after giving effect to the conversion or issuance, Oramed together with its affiliates and certain other investors would beneficially own in excess of 49.99% of the outstanding Ordinary Shares, subject to increase (with such increase not effective until the sixty-first (61st) day after delivery of the applicable notice)  or decrease by Oramed, and, for so long as any of the Company’s outstanding warrants that are outstanding as of the date of issuance remain outstanding, further subject to the consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.

On January 13, 2026, the Company issued a press release announcing the Share Purchase Agreement and related transactions. The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.