| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/25/2026 |
3. Issuer Name and Ticker or Trading Symbol
Lifeward Ltd. [ LFWD ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 1,250,363 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants (right to buy) | (1) | (2) | Ordinary Shares | 1,006,113 | $0 | D | |
| Warrants (right to buy) | (3) | 03/25/2031 | Ordinary Shares | 1,296,296 | $5.4 | D | |
| Warrants (right to buy) | (4) | 03/25/2031 | Ordinary Shares | 1,666,666 | $5.4 | D | |
| Senior Secured Convertible Notes | (5) | (6) | Ordinary Shares | 1,666,666 | $5.4 | D | |
| Explanation of Responses: |
| 1. Pursuant to the terms of the pre-funded warrants (the "Pre-Funded Warrants"), Lifeward Inc. (the "Issuer") may not effect any exercise of the Pre-Funded Warrants, and Oramed Pharmaceuticals Inc. (the "Reporting Person") may not exercise the Pre-Funded Warrants, to the extent that after giving effect to such issuance after exercise, the Reporting Person would beneficially own more than 49.99% of the outstanding ordinary shares, no par value ("Ordinary Shares") of the Issuer (the "49.99% Beneficial Ownership Limitation"). |
| 2. Subject to the 49.99% Beneficial Ownership Limitation, the Pre-Funded Warrants are freely exercisable. |
| 3. Pursuant to the terms of the share purchase warrants (the "Share Purchase Warrants"), the Issuer may not effect any exercise of the Share Purchase Warrants, and the Reporting Person may not exercise the Share Purchase Warrants, to the extent that after giving effect to such issuance after exercise, the Reporting Person would beneficially own more than 49.99% of the Ordinary Shares. |
| 4. Pursuant to the terms of the purchase agreement warrants (the "Purchase Agreement Warrants"), the Issuer may not effect any exercise of the Purchase Agreement Warrants, and the Reporting Person may not exercise the Purchase Agreement Warrants, to the extent that after giving effect to such issuance after exercise, the Reporting Person would beneficially own more than 45.0% of the Ordinary Shares. |
| 5. Pursuant to the terms of the senior secured convertible notes (the "Notes"), the Issuer may not effect any conversion of the Notes, and the Reporting Person may not convert the Notes, to the extent that after giving effect to such issuance after conversion, the Reporting Person would beneficially own more than 45.0% of the Ordinary Shares (the "45% Beneficial Ownership Limitation"). |
| 6. Subject to the 45% Beneficial Ownership Limitation, the Notes are freely convertible. |
| By: /s/ Avraham Gabay Name: Avraham Gabay Title: Chief Financial Officer | 05/14/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||