Israel		001-36612		Not applicable
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

200 Donald Lynch Blvd. Marlborough, MA		01752
(Address of principal executive offices)		(Zip Code)

Item 1.01. Entry Into a Material Definitive Agreement.

Secured Promissory Note with Oramed

 

On November 14, 2025, Lifeward Ltd. (the “Company,” “we” or “us”) entered into a Secured Promissory Note (the “Secured Promissory Note”) with Oramed Ltd. (“Oramed”) pursuant to which, we issued to Oramed a secured promissory note in the principal amount of $3.0 million. This loan is secured by a lien on our cash. Interest on the loan accrues at a rate of 15% per annum, the loan matures on May 14, 2026.  The Secured Promissory Note contains customary representations, warranties and covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes. The Secured Promissory Note provides for events of default customary for loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. After the occurrence of an event of default, Oramed may (i) accelerate payment of all obligations, impose an increased rate of interest, and terminate its commitments under the Secured Promissory Note and (ii) exercise any other right or remedy provided by contract or applicable law. Pursuant to the terms and conditions contained in the Loan, we may also be required to pay Oramed a termination fee of $500,000 under certain circumstances. The Secured Promissory Note is convertible into our ordinary shares at the option of Oramed, and there is mandatory conversion under certain circumstances.  The amounts under the Secured Promissory Note are convertible into our ordinary shares at a $0.45 per ordinary share, subject to adjustment as provided in the Secured Promissory Note. The number of ordinary shares Oramed may receive upon conversion of the Loan shall not exceed a beneficial ownership limitation of 4.99% of our ordinary shares, such ownership percentage to be determined in accordance with the terms of the Secured Promissory Note.

 

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Secured Promissory Note, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2025.

 

Item 2.02 Results of Operations and Financial Condition.

 

 

The information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any filing under the Securities Act of 1933, as amended, or the 1934 Act, except as may be expressly set forth by specific reference in such filing.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

 

Item 9.01 Financial Statements and Exhibits.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.