Lifeward Ltd. 8-K

What Happened

• Lifeward Ltd. filed an 8‑K on January 13, 2026 announcing a Share Purchase Agreement to acquire Oratech Pharma, Inc. (a wholly owned Oramed subsidiary) dated January 12, 2026. Upon closing and subject to shareholder approval and customary conditions, Lifeward will issue Ordinary Shares and pre‑funded warrants to Oramed representing 49.99% of fully diluted equity (with an issuance cap of 45.00% of outstanding Ordinary Shares immediately post‑closing).
• The transaction includes additional consideration: (a) Transaction Warrants issued based on Lifeward’s net cash at closing with a $0.45 per share exercise price; and (b) quarterly revenue‑sharing payments equal to 4% of Net Revenue from Lifeward’s ReWalk Personal Exoskeleton products and related warranties, payable until the earlier of 10 years, receipt of the contract’s maximum amount, or Lifeward’s market cap reaching $200 million.
• Concurrent agreements include a Clinical Trial Management Agreement for an oral insulin capsule study, a 120‑day post‑closing lock‑up for shares, and a proposed board structure of six directors (two designated by Lifeward, two by Oramed, and two external directors to meet Israeli law).

Key Details

• Purchase agreement signed January 12, 2026; 8‑K filed January 13, 2026.
• Equity consideration to Oramed equals up to 49.99% of fully diluted equity but limited to 45.00% of outstanding Ordinary Shares immediately after closing; ~5% of Pre‑Funded Warrants held back as indemnity for 12 months.
• Concurrent Securities Purchase Agreement contemplates: $10M Initial Notes + $10M Second Notes (aggregate $20M) in senior secured convertible notes, each convertible at $0.45/share, maturity 3 years, interest 8% (increasing to 15% on default). Funding of the Second Notes subject to sales or market price conditions.
• Lock‑up: officers/directors and Oramed agreed not to sell certain shares for 120 days post‑closing. Lifeward to file registration statements for issued shares and securities within specified post‑closing timeframes.

Why It Matters

• This is a transformational deal that would give Oramed a near‑majority economic position (up to ~50% fully diluted) in Lifeward and brings immediate financing via convertible notes and warrants, which could materially affect share count and control dynamics after closing and conversions.
• The revenue‑sharing arrangement ties part of Oramed’s consideration to ReWalk product sales, creating future payment obligations that depend on Lifeward’s commercial performance of its exoskeleton products.
• Investors should note shareholder approval, SEC registration, Nasdaq listing of the issued shares, and performance/price conditions for the second tranche of financing are required before some components take effect; these conditions and the dilution and governance changes are the principal near‑term impacts disclosed in the filing.