Lifeward Ltd. 8-K

What Happened

• Lifeward Ltd. announced on its Form 8-K (filed July 7, 2026) that it entered into amended and restated note and warrant agreements and a Securities Purchase Agreement with certain investors (with Oramed Pharmaceuticals Inc. as collateral agent). The transaction closed on July 6, 2026, resulting in the issuance of $5,580,000 aggregate principal in senior secured convertible notes (the “Initial Notes”) and accompanying warrants.
• The Securities Purchase Agreement also contemplates a second tranche of $5,580,000 in senior secured convertible notes and warrants (the “Second Notes/Warrants”), subject to customary closing conditions and either (a) a ≥150% increase in ReWalk unit sales (trailing 12‑month basis) or (b) the company’s share price trading at or above $13.80 on each trading day for 10 consecutive trading days. The Notes mature three years from issuance, carry an 8.0% annual interest rate (increasing to 15.0% on default), and are convertible at an initial conversion price of $5.40 per share.

Key Details

• Amounts: $5,580,000 issued July 6, 2026; second $5,580,000 tranche contingent on sales or stock price triggers.
• Conversion/exercise terms: Conversion price and warrant exercise price both initially $5.40 per share; warrants expire 5 years and may be exercised cashless.
• Caps & limits: Beneficial ownership limit of 4.99% per purchaser (with limited procedural increases); overall exchange cap of 19.99% of outstanding ordinary shares unless shareholder approval obtained.
• Other terms: Notes are senior secured, accrue interest semi‑annually (interest may be paid in cash or added to principal), include customary default/acceleration rights, and the company agreed to file a registration statement for the underlying shares shortly after closing.

Why It Matters

• Immediate funding: Lifeward received $5.58M cash now, which supports operations or growth needs; a further $5.58M could follow if performance or market-price conditions are met.
• Dilution and resale: Convertible notes and warrants create potential dilution at a $5.40 conversion/exercise price; resale of the issued shares is subject to a registration to be filed by the company. The 19.99% exchange cap limits how much the company can convert/issue without shareholder approval.
• Investor protections and obligations: The financing is secured and carries ongoing interest and default remedies that increase the company’s financial obligations if problems arise. Beneficial ownership caps limit single-investor concentration (notably Oramed serves as collateral agent).