Lifeward Ltd. 8-K

What Happened Lifeward Ltd. announced an Extraordinary General Meeting of Shareholders to be held at 10:00 a.m. (EST) on March 12, 2026 at the company’s offices in Hudson, MA, and filed a Preliminary Proxy Statement with the SEC on January 28, 2026 (Definitive Proxy expected on or about February 9, 2026). The primary purpose is to solicit shareholder approval for issuing ordinary shares in connection with the planned acquisition of 100% of Oratech and related financings, and for several related governance and equity matters.

Key Details

• Meeting: March 12, 2026, 10:00 a.m. (EST) at 2 Cabot Rd., Hudson, MA; Definitive Proxy to be filed on or about Feb 9, 2026.
• Share issuances to be approved: (a) shares issued to Oramed as consideration for acquiring 100% of Oratech; (b) shares/warrants to be issued to Oramed upon exercise of pre-funded warrants and warrants issued in connection with the acquisition; (c) shares/warrants to be issued to Oramed and certain investors upon conversion of secured convertible notes and exercise of warrants under a securities purchase agreement.
• Nasdaq/ownership impacts: the private placement will be at less than Nasdaq’s “minimum price,” would result in Oramed holding at least 45.00% and potentially in excess of 49.99% of outstanding voting power, and may be deemed a “change of control” under Nasdaq rules (Nasdaq Rule 5635).
• Other proposals: elect two External Directors (effective at closing of the Oratech Acquisition) for three-year terms; approve compensation for External Directors; increase shares available under the 2025 Incentive Compensation Plan; approve an equity grant to CEO Mark Grant; reappoint Kost Forer Gabbay & Kasierer (Ernst & Young member) as independent auditor for 2026.

Why It Matters Shareholder approval will authorize significant share issuances that could materially increase Oramed’s ownership (to at least 45% and possibly over 49.99%), which can dilute existing shareholders and may trigger change-of-control considerations under Nasdaq rules. The vote also addresses governance changes (new External Directors and their compensation), executive equity awards (CEO grant), and increases to the company’s equity incentive pool—each affecting corporate control, executive alignment, and potential dilution. The outcome will determine whether Lifeward can complete the Oratech acquisition and associated financings as currently structured.