Lifeward Ltd. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

 

 

  

 

Not applicable

(Former name or former address, if changed since last report)

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. ☐

 

Item 3.03          Material Modification to Rights of Security Holders.

To the extent required by Item 3.03, the disclosure set forth in Item 5.03 is incorporated herein by reference.

Item 5.03          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 24, 2026 (the “Effective Date”), Lifeward Ltd. (the “Company”) effected a 1-for-12 reverse share split (the “Reverse Split”) of all of the Company’s ordinary shares, no par value per share (the “Ordinary Shares”), and, in connection therewith, adopted its Eighth Amended and Restated Articles of Association (the “Articles”).

 

As previously reported in a Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 6, 2026, the Company held its Extraordinary General Meeting of Shareholders (the “Meeting”) on January 6, 2026, at which the Company’s shareholders approved amendments to the Company’s Articles to effect (i) a reverse share split of the Company’s Ordinary Shares by a ratio within a range of 1-for-2 to 1-for-12, to be effective at the ratio and on a date to be determined by the Company’s Board of Directors (the “Board”), and (ii) an increase in the Company’s authorized share capital to up to 100,000,000 Ordinary Shares following implementation of the Reverse Split. On January 30, 2026, the Finance Committee of the Board (the “Finance Committee”) approved a reverse share split ratio of 1-for-12 and on February 16, 2026, the Finance Committee approved amendments to the Articles to reflect (i) the implementation of the Reverse Split effective February 24, 2026 and (ii) an increase in the Company’s authorized share capital to 100,000,000 Ordinary Shares following implementation of the Reverse Split.

 

The Reverse Split will apply to the Company’s outstanding warrants, including pre-funded warrants, and stock options. The number of the Company’s Ordinary Shares into which these outstanding securities are convertible or exercisable will be adjusted proportionately as a result of the Reverse Split. The exercise prices of any outstanding warrants or stock options will also be proportionately adjusted in accordance with the terms of those securities and the Company’s equity incentive plans.

 

The Company undertook the Reverse Split with the objective of meeting the minimum $1.00 per ordinary share bid price requirement for maintaining the listing of its Ordinary Shares on The Nasdaq Capital Market. As a result of the Reverse Split, the number of Ordinary Shares held by each shareholder of the Company automatically consolidated on a twelve (old) Ordinary Share for one (new) Ordinary Share basis. On the Effective Date, the Company’s 18,339,098 Ordinary Shares issued and outstanding were reduced to approximately 1,528,098 Ordinary Share issued and outstanding, and the total number of the Company’s authorized Ordinary Shares under its Articles was increased from 75,000,000 Ordinary Shares to 100,000,000 Ordinary Shares. No fractional shares were issued in connection with the Reverse Split and fractions were rounded down to the nearest whole share.

 

The Company’s Ordinary Shares began trading on a split-adjusted basis on The Nasdaq Capital Market on February 24, 2026, and will continue to trade under its existing symbol “LFWD.” The new CUSIP number for the Ordinary Shares following the Reverse Split is M8216Q309.

 

The summary of the amendments to the Articles contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Articles, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

SIGNATURES

 

	Lifeward Ltd.
Dated: March 2, 2026	By:	/s/ Almog Adar
	Name:	Almog Adar
	Title:	Chief Financial Officer

 

---