Lifeward Ltd. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. As of the end of the period covered by this annual report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon, and as of the date of, this evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that: ● pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; ● provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and ● provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements. Management has assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. In making its assessment, management used the criteria described in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on management’s assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. 77 This annual report does not include an attestation report of our independent registered public accounting firm regarding internal controls over financial reporting because we are exempt from this requirement as a smaller reporting company and non-accelerated filer. Changes in Internal Control over Financial Reporting During the fourth quarter of the fiscal year ended December 31, 2024, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. ITEM 9B . OTHER INFORMATION Rule 10b5-1 Trading Arrangements During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as each term is defined in Item 408(a) of Regulation S-K). ITEM 9C . DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable 78 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Information About Our Directors The following table sets forth the names and ages of the directors of the Company as of March 6, 2025 and their principal occupations at present and for the past five years. Our Board of Directors (the “Board”) currently consists of seven members and is divided into three classes. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class II directors expires at the 2025 Annual Meeting of Shareholders. No family relationships exist between any directors or executive officers, as such term is defined in Item 401 of Regulation S-K promulgated under the Exchange Act. Name Age Current Position with the Company Director Since Joseph Turk* (2) 57 Class I Director, Chairman 2022 Hadar Levy* (3) 52 Class I Director 2022 Larry Jasinski 67 Class II Director, Chief Executive Officer 2012 Dr. John William Poduska* (2)(3) 87 Class II Director 2014 Randel E. Richner* (1)(2) 69 Class II Director 2020 Michael Swinford*(1) 56 Class III Director 2024 Robert Marshall*(3) 58 Class III Director 2024 * Independent (1) Member of Nominating and Corporate Governance Committee. (2) Member of Compensation Committee. (3) Member of Audit Committee. 79 Class II Directors Continuing in Office Until the 2025 Annual General Meeting of Shareholders Set forth below is a list of our directors continuing in office until the 2025 annual general meeting of shareholders, together with certain biographical information, including their ages as of the date of this annual report: Larry Jasinski, 67 , has served as our Chief Executive Officer (“CEO”) and as a member of our Board since February 2012. From 2005 until 2012, Mr. Jasinski served as the President and Chief Executive Officer of Soteira, Inc., a company engaged in development and commercialization of products used to treat individuals with vertebral compression fractures, which was acquired by Globus Medical in 2012. From 2001 to 2005, Mr. Jasinski was President and Chief Executive Officer of Cortek, Inc., a company that developed next-generation treatments for degenerative disc disease, which was acquired by Alphatec in 2005. From 1985 until 2001, Mr. Jasinski served in multiple sales, research and development, and general management roles at Boston Scientific Corporation. Mr. Jasinski has served on the board of directors of Massachusetts Bay Lines since 2015 and of LeMaitre Vascular, Inc. since 2003. Mr. Jasinski holds a B.Sc. in marketing from Providence College and an MBA from the University of Bridgeport. We believe that Mr. Jasinski’s successful leadership and executive experience, along with his extensive knowledge of the medical devices industry and research and development, provide him the qualifications and skills to act as a member of our Board. Dr. John William Poduska, 87 , has served on our Board since 2014. He also serves as a director on the boards of a number of privately-held companies. Dr. Poduska also served as a director of EXA Corporation (Nasdaq: EXA), where he served as chairman of the company and a member of the nominating and corporate governance committee, until 2018, Novell, Inc. until 2011 and of Anadarko Petroleum Corporation and Safeguard Scientifics, Inc. until 2009. Dr. Poduska was the Chairman of Advanced Visual Systems Inc., a provider of visualization software, from January 1992 to December 2001. From December 1989 until December 1991, Dr. Poduska was President and Chief Executive Officer of Stardent Computer Inc., a computer manufacturer. From December 1985 until December 1989, Dr. Poduska served as Chairman and Chief Executive Officer of Stellar Computer Inc., a computer manufacturer he founded which is the predecessor of Stardent Computer Inc. Prior to founding Stellar Computer, Inc., Dr. Poduska founded Apollo Computer Inc. and Prime Computer, Inc. Dr. Poduska holds a Sc.D. from MIT and an Honorary Doctorate of Humane Letters from Lowell University. We believe that Dr. Poduska’s varied director experience, both in private and public companies, his expertise in computer engineering and his familiarity with developing companies equip him with the qualifications and skills to serve as a member of our Board. Randel E. Richner, 69 , has served on our Board since November 2020. Ms. Richner has over 30 years’ experience in health policy, reimbursement and economics. From 2013 to 2015, Ms. Richner served as Executive Vice President of Intralign Health, LLC. From 2006 to 2012, she was President and Founder of Neocure Group, data analytics, health economics and reimbursement strategic services, acquired by Intralign Health, LLC in 2013. From 1997 to 2006, Ms. Richner was Vice President of Global Government Affairs and Reimbursement, Boston Scientific Corporation. Ms. Richner has engaged with U.S. Congress and CMS, appointed as first industry representative, Executive Committee (EC) Medicare Coverage Advisory Committee (MCAC). She has served on the Executive Dean’s Advisory Board, University of Michigan’s School of Public Health, since 2007, and has served on multiple boards including MassMedic (founding Women in MedTech), Executive Advisory Board Center for Evaluation Value, Risk Tufts New England Medical Center, International Society of Pharmacoeconomics and Research (ISPOR), founding the U.S. Medical Device Council. Ms. Richner has been an invited executive lecturer at Dartmouth, Tuck School of Business; University of Michigan School of Engineering and University of Michigan School of Public Health. She has a Master of Public Health in Health Policy and Administration and a Bachelor of Science in Nursing from University of Michigan. We believe that Ms. Richner’s extensive leadership and board membership experience in the healthcare industry, as well as her familiarity with health economics and reimbursement procedures, provides her with a unique perspective of our market and the qualifications and skills to serve as a member of our Board. Class III Director Continuing in Office until the 2026 Annual General Meeting of Shareholders Set forth below is our director continuing in office until the 2026 annual general meeting of shareholders, together with certain biographical information, including his age as of the date of this annual report: Michael Swinford, 56, has served on our Board since April 2024. Mr. Swinford has been Chief Executive Officer of Numotion since July 2014, where he has grown the company to become the largest provider of mobility and independence solutions in the United States – serving over 400,000 individuals annually with Spinal Cord Injuries, Traumatic Brain Injuries, ALS, Muscular Dystrophy, Cerebral Palsy, Multiple Sclerosis, Spinal Muscular Atrophy, Amputees and many other mobility related disabilities. As CEO at Numotion, Mr. Swinford has expanded commercial coverage with over 5000 health plans, rehab hospitals, specialty and multi-disciplinary clinics, skilled nursing facilities, primary care, and home health providers. Mr. Swinford has led efforts for benefit coverage determination for Power Wheelchair Seat Elevation systems in 2023 and is actively leading efforts for Power Standing Wheelchairs and reform of Service and Repair regulations and reimbursement levels. Prior to Numotion, Mr. Swinford had a highly successful 22-year career at GE Healthcare, including serving as the President and CEO of GE Healthcare Services and as an officer of General Electric Company. Mr. Swinford held various operational and commercial roles throughout his career leading through various business cycles from start-ups to turnarounds. Mr. Swinford also serves as a director of CareATC, a technology enabled population health primary care provider, as well as a director of Aspen Surgical, a global surgical supply manufacturer. We believe that Mr. Swinford’s extensive experience with health and rehabilitation products, as well as his knowledge of the reimbursement process, provide him the qualifications and skills to serve as a member of our Board. 80 Robert Marshall , 58, has served on our Board since November 2024. Mr. Marshall has served as the Chief Financial Officer and Treasurer of Lantheus Holdings, Inc. (“Lantheus”), a public radiopharmaceutical company, since September 2018. Prior to joining Lantheus, Mr. Marshall spent 16 years with Zimmer Biomet Holdings, Inc. (“ Zimmer Biomet ”), a public global medical device company with a leading position in musculoskeletal health, in which he held various senior leadership roles, including Vice President, Investor Relations and Corporate Treasurer, and most recently Vice President, Americas Finance, for the U.S., Canadian and Latin American commercial markets. Before Zimmer Biomet, Mr. Marshall was employed with Brown & Williamson Tobacco, a subsidiary of British American Tobacco, p.l.c., in Louisville, Kentucky, where he held several positions of increasing responsibility. Mr. Marshall holds a Master of Business Administration from Indiana University, South Bend, and a Bachelor of Business Administration in Finance from the University of Notre Dame. He also holds the CFA designation. We believe that Mr. Marshall’s extensive financial leadership experience provide him the qualifications and skills to serve as a member of our Board. Class I Directors Continuing in Office Until the 2027 Annual General Meeting of Shareholders Set forth below is a list of our directors continuing in office until the 2024 annual general meeting of shareholders, together with certain biographical information, including their ages as of the date of this annual report: Joseph Turk, 57 , has served on our Board since April 2022 and has served as our Chairman since September 2024. Mr. Turk has served as an Executive Vice President of Fresenius Medical Care North America since 2019, during which he has served as the Global Head of Home Therapies since January 2022, President of its North American Renal Therapies Group from July 2021 through December 2021, and as the President of its U.S. Home and Critical Care Therapies group from February 2019 until July 2021. Previously he served in a number of roles at NxStage Medical, Inc. from 2000 to 2019, including President, Senior Vice President, and Vice President of Marketing. Prior to this, Mr. Turk held roles at Boston Scientific Corporation and McKinsey and Company. Mr. Turk holds a B.A. from Wabash College and an M.A from the Kellogg Graduate School of Management. We believe that Mr. Turk’s management leadership and experience in successfully achieving favorable Medicare reimbursement, building an organization for implementation of commercialization with a novel breakthrough medical device, and completing multiple new business development transactions provide him the qualifications and skills to serve as a member of our Board. Hadar Levy , 52 , has served on our Board since August 2022. Mr. Levy has more than 20 years of experience in management and finance. Mr. Levy has served as the Chief Executive Officer of Brainsway Ltd., a commercial stage medical device company developing advanced noninvasive neurostimulation treatments for mental health disorders, since February 2023, and prior to that, held several senior management roles at Brainsway since joining in July 2014, including as Senior Vice President and Chief Operating Officer since May 2020, and as Chief Financial Officer from September 2014 to May 2020. Prior to joining Brainsway, Mr. Levy served as a finance manager in the Latin America Division at Amdocs Ltd., where he was responsible for accounting, financial reporting, treasury, portfolio management and finance support for Mergers & Acquisitions. Prior to Amdocs, he served as Chief Financial Officer & Business Development of Notal Vision, a healthcare company that researches and develops medical technologies for detecting retinal malfunction and deterioration, where he was responsible for all financial functions and led financial rounds of equity including M&A activities with strategic partners. Prior to this position, he served as Controller of GE Healthcare Israel. Mr. Levy began his career at Deloitte LLP. He holds a BA in Accounting and Economics, an LLM degree from Bar-Ilan University (Tel Aviv, Israel), and is a Certified Public Accountant. We believe that Mr. Levy’s finance and senior management experience in the medical device industry experience provide him with the qualifications and skills to serve as a member of our Board. 81 Information About Our Executive Officers The following table sets forth the name, age and position of each of our executive officers as of March 6, 2025: Name Age Position Larry Jasinski 67 Chief Executive Officer and Director Michael Lawless 57 Chief Financial Officer Charles Remsberg 63 Chief Sales Officer Jeannine Lynch 60 Vice President of Market Access Almog Adar 41 Vice President of Finance and Chief Accounting Officer Larry Jasinski has served as our Chief Executive Officer and as a member of our board since February 2012. From 2005 until 2012, Mr. Jasinski served as the President and Chief Executive Officer of Soteira, Inc., a company engaged in development and commercialization of products used to treat individuals with vertebral compression fractures, which was acquired by Globus Medical in 2012. From 2001 to 2005, Mr. Jasinski was President and Chief Executive Officer of Cortek, Inc., a company that developed next-generation treatments for degenerative disc disease, which was acquired by Alphatec in 2005. From 1985 until 2001, Mr. Jasinski served in multiple sales, research and development, and general management roles at Boston Scientific Corporation. Mr. Jasinski has served on the board of directors of Massachusetts Bay Lines since 2015 and of LeMaitre Vascular, Inc. since 2003. Mr. Jasinski holds a B.Sc. in marketing from Providence College and an MBA from the University of Bridgeport. 82 Michael Lawless has served as our Chief Financial Officer since September 2022. Prior to Lifeward, Mr. Lawless served as a CFO consultant for Danforth Advisors, LLC, a provider of financial consulting services to the life sciences industry. From 2015 to 2020, Mr. Lawless held several financial leadership positions including Division CFO at Azenta, Inc. (formerly Brooks Automation, Inc.), a worldwide provider of management solutions for biological samples. Previously, Mr. Lawless also held financial leadership roles for AECOM Technology, Inc., PerkinElmer, Inc., Momenta Pharmaceuticals, Inc. and CTI Molecular Imaging, Inc. Mr. Lawless has a Bachelor of Arts degree in Economics from Swarthmore College, a Master of Business Administration degree from the Tuck School of Business at Dartmouth College and is a Certified Public Accountant. Charles Remsberg has served as our Chief Sales Officer since August 2023. Prior to Lifeward, Mr. Remsberg served as CEO of AlterG from March 2017 until our acquisition of AlterG in August 2023. An industry veteran of over 30 years, Mr. Remsberg has been responsible for bringing innovative rehabilitation technology to physical therapy, neuro-rehabilitation, sports medicine, and wellness customers. Prior to serving at AlterG, Mr. Remsberg served in both executive and commercial leadership roles for Tibion (for which he served as the CEO from December 2009 to April 2013, when it was acquired by AlterG), Hocoma (for which he served as the U.S. CEO and Global Head of Sales from September 2003 to November 2009), and Biodex Medical Systems (for which he served as the Head of Worldwide Sales from January 1997 to October 2002). Mr. Remsberg holds an AS in Business Administration from Suffolk County Community College. Jeannine Lynch has served as our Vice President of Market Access and Strategy since August 2021. Prior to Lifeward, Ms. Lynch served as Senior Director of Patient Access Services at BioMarin Pharmaceuticals from April 2009 to September 2021. In addition to her work with BioMarin, Ms. Lynch has worked for industry leaders such as Genentech and Pfizer/Agouron. She has held leadership roles in commercial management, product launches and built customized patient services to address several different rare and ultrarare medical conditions. Ms. Lynch also served on the Board of Directors for MVP, a non-profit organization to help young people of color prepare, perform, progress, and prosper in their education, leadership and early professional careers. Ms. Lynch is a graduate of the University of California Berkeley and holds a Master of Public Health from the University of Michigan. Almog Adar has served as our Vice President of Finance since December 2022 and as our Chief Accounting Officer since March 2022. From 2020 to December 2022, Mr. Adar served as our Director of Finance and Corporate Financial Controller. Prior to Lifeward, Mr. Adar served as Controller of Infinya Recycling Ltd. (previously Amnir Recycling) from January 2018 until December 2019. From January 2016 until December 2017, Mr. Adar served as Assistant Controller of Delta Galil Industries. Mr. Adar has a Bachelor of Arts degree in Accounting and Economics from the Open University of Israel and is a Certified Public Accountant licensed by the Israeli Ministry of Justice. Board Leadership Structure Although the Board does not currently have a formal policy requiring the offices of Chairman of the Board and CEO to be separate, the Israel Companies Law provides that one individual cannot serve as both Chairman and CEO, unless the shareholders approve such dual role, with each such approval to be valid for not more than three years. Currently, we have separated the positions of CEO and Chairman of the Board in recognition of the differences between the two roles. The CEO is responsible for the day-to-day leadership and performance of the Company, while the Chairman of the Board (in collaboration with other members of the Board) sets the strategic direction of the Company, provides guidance to the management, sets the agenda for the Board meetings (in collaboration with the other members of the Board) and presides over meetings of the Board. We believe that the current separation between Chairman and CEO allows each of them to better focus on their designated responsibilities. In addition, we believe that the current separation provides a more effective monitoring and objective evaluation of the performance of the CEO. The Board believes it is important that the Company retain organizational flexibility to determine whether the roles of CEO and Chairman of the Board should be separated or combined. Risk Management The Board is actively involved in the oversight and management of risks that could affect the Company. This oversight and management is conducted primarily through committees of the Board, as disclosed in the descriptions of each of the committees above and in the charters of each of the committees, but the full Board has retained responsibility for general oversight of risks. The Board regularly receives reports from members of senior management on areas of material risk to the Company, including operational (which itself includes cybersecurity matters), financial, regulatory and legal. The audit committee oversees management of financial risks (including liquidity and credit), approves all transactions with related persons and is primarily responsible for oversight of the Company’s financial reporting process and internal control over financial reporting. The compensation committee is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The nominating and corporate governance committee oversees the Company’s corporate governance programs, including the administration of the Code of Business Conduct and Ethics. The Board discharges its oversight responsibility through full reports by each committee chair regarding the relevant committee’s actions, as well as through regular reports directly from officers responsible for oversight of particular risks within the Company. 83 Opt-Out of Certain Israel Companies Law Requirements As an Israeli company, we are required to comply with the requirements of the Israel Companies Law and the regulations promulgated thereunder. Until early 2018, our Board was required to include at least two “external directors” as defined under the Israel Companies Law. In addition, we were required to comply with certain requirements under the Israel Companies Law regarding the composition of our audit committee and compensation committee, including requirements relating to the inclusion and role of the external directors on such committees. Pursuant to regulations then promulgated under the Israel Companies Law, however, we — as a company that does not have a controlling shareholder, and that complies with the U.S. securities laws and the corporate governance rules of the Nasdaq Stock Market (“Nasdaq”) — were permitted to “opt out” of the requirement to appoint external directors as well as the above requirements related to the composition of the audit committee and the compensation committee. In February 2018, our Board determined that opting out of the requirements under the Israel Companies Law regarding the appointment of external directors and the composition of our audit committee and compensation committee would reduce our administrative and financial burden and provide greater flexibility in attracting highly-qualified directors, while maintaining appropriate corporate governance standards. Accordingly, we opted out of such requirements. As a result, our Board is no longer required to include two external directors, and our audit committee and compensation committee do not need to comply with certain committee composition requirements under the Israel Companies Law. Director Independence Our Board has determined that, other than Larry Jasinski, our CEO, all of our current directors, and each former director who served as a member of the Board during the last fiscal year, are independent under Nasdaq listing standards. Furthermore, our Board also determined that all current members of the audit committee, compensation committee, and nominating and corporate governance committee are independent under the applicable Nasdaq listing standards and rules and regulations of the SEC. In making its determinations regarding independence, the Board carefully reviewed the categorical tests enumerated in the Nasdaq independence definition, as well as the individual circumstances of each director with regard to each director’s business and personal activities as they may relate to the Company and our management. Nasdaq Listing Standards The Nasdaq definition of “independent director” includes a series of objective tests. Specifically, a director is deemed independent under the Nasdaq rules if such director is not an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the company’s Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Generally, the following persons are not considered independent, among others: • a director who is, or at any time during the past three years was, employed by the company; • a director who accepted or who has a family member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than compensation for board or board committee service, compensation paid to a family member who is an employee (other than an executive officer) of the company, or benefits under a tax-qualified retirement plan, or non-discretionary compensation; • a director who is a family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer; 84 • a director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs; • a director who is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the company serve on the compensation committee of such other entity; and • a director who is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years. Audit Committee We have a separately designated standing audit committee. The audit committee currently consists of Mr. Robert Marshall, Dr. John William Poduska and Mr. Hadar Levy. Mr. Marshall serves as the chairman of the audit committee. The audit committee holds a minimum of four meetings per year and will meet more frequently as circumstances require. The audit committee met five times during the fiscal year ended December 31, 2024. Israel Companies Law Requirements Under the Israel Companies Law, we are required to appoint an audit committee. As discussed above under “Opt-Out of Certain Israel Companies Law Requirements,” in February 2018 we opted out of certain additional Israel Companies Law requirements relating to the audit committee, including certain requirements as to the composition of our audit committee. Nasdaq Listing Standards and SEC Requirements Under the Nasdaq corporate governance rules, we are required to maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has accounting or related financial management expertise. Additionally, we must state whether any members of the audit committee qualifies as an “audit committee financial expert” under Item 407(d) of Regulation S-K as promulgated by the SEC. All members of the audit committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and the Nasdaq corporate governance rules. Our Board has determined that each of Robert Marshall and Hadar Levy is an “audit committee financial expert” as defined by the SEC rules and has the requisite financial sophistication as defined by the Nasdaq corporate governance rules. Each of the current audit committee members is “independent” as such term is defined under the Nasdaq corporate governance rules and under Rule 10A-3(b)(1) under the Exchange Act, which is different from the general test for independence of board members and members of other committees. Audit Committee Role Our Board has adopted an audit committee charter that sets forth the responsibilities of the audit committee consistent with the rules of the SEC and the Nasdaq corporate governance rules, as well as the requirements for such committee under the Israel Companies Law, including the following: • overseeing our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the Board in accordance with Israeli law; • reviewing regularly the senior members of the independent auditor’s team, including the lead audit partner and reviewing partner; • pre-approving the terms of audit, audit-related and permitted non-audit services provided by the independent registered public accounting firm; 85 • recommending the engagement or termination of the person filling the office of our internal auditor; • reviewing periodically with management, the internal auditor and the independent registered public accounting firm the adequacy and effectiveness of the Company’s internal control over financial reporting; and • reviewing with management and the independent registered public accounting firm the annual and quarterly financial statements of the Company prior to filing with the SEC. The charter of the audit committee is available at https://ir.golifeward.com/corporate-governance/charters-and-policies . Information contained on, or that can be accessed through, our website does not constitute a part of this annual report and is not incorporated by reference herein. The audit committee provides assistance to our Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control over financial reporting and legal compliance. Specifically, the audit committee pre-approves the services performed by our independent registered public accounting firm and reviews the firm’s reports regarding our accounting practices and systems of internal control over financial reporting. The audit committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions that it deems necessary to satisfy itself that such accountants are in fact independent of management. Under the Israel Companies Law, the audit committee is responsible for: • determining whether there are deficiencies in the business management practices of the Company and making recommendations to our Board to improve such practices; • determining whether to approve certain related party transactions, and classifying transactions in which a controlling shareholder has a personal benefit or other interest as significant or insignificant (which affects the required approvals) (see “—Approval of Related Party Transactions under Israeli Law” below); • examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, and in certain cases approving the annual work plan of our internal auditor; • examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board or shareholders, depending on which of them is considering the appointment of our auditor; and • establishing procedures for the handling of employees’ complaints as to the deficiencies in the management of our business and the protection to be provided to such employees. The audit committee may not approve any actions requiring its approval unless at the time of the approval a majority of the committee’s members are present. See “—Approval of Related Party Transactions under Israeli Law” below. Compensation Committee We have a separately designated standing compensation committee. The compensation committee currently consists of Ms. Randel E. Richner, Mr. Joseph Turk, and Dr. John William Poduska. Dr. Poduska serves as the chairman of the compensation committee. The compensation committee meets as circumstances require and held five meetings during the year ended December 31, 2024. Israel Companies Law Requirements Under the Israel Companies Law, the board of directors of a public company must appoint a compensation committee. As discussed above under “Opt-Out of Certain Israel Companies Law Requirements,” in February 2018 we opted out of certain additional Israel Companies Law requirements relating to the compensation committee, including certain requirements as to the composition of our compensation committee. The duties of the compensation committee include the recommendation to the company’s board of directors of a compensation policy regarding the terms of engagement of directors and of specified members of senior management. That compensation policy must be adopted by the company’s board of directors, after considering the recommendations of the compensation committee, and must then be approved by the company’s shareholders, which approval requires a Special Approval for Compensation (as defined below under “—Approval of Related Party Transactions under Israeli Law— Disclosure of Personal Benefits or Other Interests of an Office Holder and Approval of Certain Transactions”). Our Board adopted a compensation policy, which our shareholders approved at the annual general meeting of our shareholders held on September 13, 2024 (the “Compensation Policy”). 86 The compensation policy of an Israeli company must serve as the basis for decisions concerning the financial terms of employment or engagement of office holders, including compensation, benefits, exculpation, insurance and indemnification. The compensation policy must take into account certain factors, including advancement of the company’s objectives, the company’s business plan and its long-term strategy, and creation of appropriate incentives. It must also consider, among other things, the company’s risk management, size and the nature of its operations. The compensation policy must include certain principles, such as: a link between variable compensation and long-term performance and measurable criteria; the relationship between variable and fixed compensation; and the minimum holding or vesting period for variable, equity-based compensation. We believe that the Compensation Policy satisfies these requirements. The compensation committee is responsible for (a) recommending the Compensation Policy to our Board for its approval (and subsequent approval by our shareholders) and (b) carrying out duties related to the Compensation Policy and to the compensation of our directors and senior management, including: • reviewing and making recommendations regarding our Compensation Policy at least every three years; • recommending to the Board periodic updates to the Compensation Policy; • assessing implementation of the Compensation Policy; • approving compensation terms of executive officers, directors and employees affiliated with controlling shareholders; and • exempting certain compensation arrangements from the requirement to obtain shareholder approval under the Israel Companies Law. Nasdaq Listing Standards and Section 16 of the Exchange Act Under the Nasdaq corporate governance rules, we are required to maintain a compensation committee consisting of at least two independent directors. Each of the members of the compensation committee is required to be independent under the Nasdaq listing standards relating to compensation committee members, which are different from the general test for independence of the Board and members of other committees. In assessing independence, the Board considered all factors specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member and determined that each of the members of the compensation committee satisfies those requirements. Additionally, transactions between us and our directors and executive officers will be considered exempt from short-swing liability under Section 16(b) of the Exchange Act if approved by our Board or a committee composed solely of two or more “non-employee directors,” as defined in Rule 16b-3 under the Exchange Act (“Rule 16b-3”). Our Board has determined that each of the members of the compensation committee is a “non-employee director,” as defined in Rule 16b-3. Compensation Committee Role Our Board has adopted a compensation committee charter setting forth the responsibilities of the committee, which include: • reviewing and approving the granting of options and other incentive awards under the Company’s equity compensation plans to the extent such authority is delegated by our Board; • recommending the Company’s compensation policy and reviewing that policy from time to time both with respect to the CEO and other office holders and generally, including to assess the need for periodic updates; 87 • reviewing and approving corporate goals relevant to the compensation of the CEO and other officers and evaluating the performance of the CEO and other officers; and • reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors. The charter of the compensation committee is available at https://ir.golifeward.com/corporate-governance/charters-and-policies . Information contained on, or that can be accessed through, our website does not constitute a part of this annual report and is not incorporated by reference herein. Subject to applicable law, the compensation committee may delegate its authority to subcommittees established from time to time by the committee. Such subcommittees shall consist of one or more members of the committee or the board and shall report to the committee. The compensation committee is authorized to retain and terminate compensation consultants, legal counsel or other advisors to the committee and to approve the engagement of any such consultant, counsel or advisor, to the extent it deems necessary or appropriate after specifically analyzing the independence of any such consultant retained by the compensation committee. Compensation Consultant The compensation committee has authority to retain compensation consulting firms to assist it in the evaluation of executive officer and employee compensation and benefit programs. The compensation committee has retained Aon Hewitt (“Aon”) as its independent compensation advisor. Aon provides an objective perspective as to the reasonableness of our executive compensation programs and practices and their effectiveness in supporting our business and compensation objectives, as well as our equity compensation plans and number of shares available for grants. Although Aon regularly consults with management in performing work requested by the compensation committee, it did not perform any separate additional services for management. The compensation committee has assessed the independence of Aon pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent Aon from independently representing the compensation committee. Nominating and Corporate Governance Committee The nominating and corporate governance committee currently consists of Ms. Randel E. Richner and Mr. Michael Swinford. Ms. Richner serves as the chairman of the nominating and corporate governance committee. The nominating and corporate governance committee meets as circumstances require, with two meetings having taken place during the fiscal year ended December 31, 2024. Our Board has adopted a nominating and corporate governance committee charter that sets forth the responsibilities of the nominating and corporate governance committee, which include: • overseeing and assisting our Board in reviewing and recommending nominees for election as directors; • reviewing and evaluating recommendations regarding management succession; • assessing the performance of the members of our Board; and • establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our Board a code of conduct. The nominating and corporate governance committee considers proposals from a number of sources, including recommendations for nominees from shareholders submitted upon written notice to the chairman of the nominating and corporate governance committee, c/o Lifeward Ltd., 200 Donald Lynch Blvd, Marlborough, MA 01752. Other sources include referrals from other directors, members of management and the Company’s advisors. When considering a person to be recommended for nomination as a director, the nomination and governance committee evaluates, whether sourced by a shareholder or otherwise, among other factors, experience, accomplishments, education, skills, personal and professional integrity, diversity of the Board and the candidate’s ability to devote the necessary time for service as a director (including directorships and other positions held at other corporations and organizations). The nominating and governance committee does not use different standards to evaluate nominees depending on whether they are proposed by our directors and management or by our shareholders. 88 The nominating and corporate governance committee has no specific policy on director diversity. However, the Board reviews diversity of viewpoints, background, experience, accomplishments, education and skills when evaluating nominees. The Board believes that such diversity is important because it provides varied perspectives and promotes active and constructive discussion among directors and between the Board and management, resulting in more effective oversight of management’s formulation and implementation of strategic initiatives. In addition, in the Board’s executive sessions and in annual performance evaluations conducted by the Board and its committees, the Board from time to time considers whether the Board’s composition promotes a constructive and collegial environment. In determining whether an incumbent director should stand for reelection, the nominating and corporate governance committee considers the above factors, as well as that director’s personal and professional integrity, attendance, preparedness, participation and candor and other relevant factors as determined by the Board. Additionally, under Israeli law, if at the time of election of a director, all of the members of the Board are of the same gender, the director to be elected must be of the other gender. The charter of the nominating and corporate governance committee is available at https://ir.golifeward.com/corporate-governance/charters-and-policies . Information contained on, or that can be accessed through, our website does not constitute a part of this annual report and is not incorporated by reference herein. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires that the Company’s directors, executive officers and persons who own more than 10% of our outstanding ordinary shares file with the SEC initial reports of ownership in our ordinary shares and reports of changes in ownership in our ordinary shares. Based solely on a review of reports filed during the fiscal year ended December 31, 2024 and certain of our internal records, we believe that all Section 16(a) filing requirements applicable to our directors, officers and greater than 10% beneficial owners were satisfied on a timely basis, except for one Form 4 filed late by Michael Swinford on November 25, 2024, such report relating to one transaction not reported in the time period specified by the rule. Code of Ethics We have adopted a Code of Conduct and Ethics (the “Code of Ethics”), which applies to all officers, directors and employees. The Code of Ethics is available on our website at https://ir.golifeward.com/corporate-governance/charters-and-policies. Any amendments to the Code of Ethics, or any waivers of its requirements, are expected to be disclosed on our website to the extent required by applicable rules and exchange requirements, including in order to satisfy Item 5.05 of Form 8-K. The reference to our website address here and elsewhere in this proxy statement does not constitute incorporation by reference of the information contained at or available through our website. Policy Prohibiting Insider Trading and Related Procedure We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of our securities by directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq listing standards. Our insider trading policy states, among other things, that our directors, officers, and employees are prohibited from trading in such securities while in possession of material, nonpublic information. The foregoing summary of our insider trading policies and procedures does not purport to be complete and is qualified by reference to our Insider Trading Policy filed as an exhibit to this Annual Report on Form 10-K. In addition, with regard to the Company's trading in its own securities, it is our policy to comply with the federal securities laws and the applicable exchange listing requirements. ITEM 11 . EXECUTIVE COMPENSATION As a smaller reporting company, we have opted to comply with the executive compensation rules otherwise applicable to “smaller reporting companies,” as such term is defined in Rule 12b-2 under the Exchange Act. This section provides certain compensation-related information for (1) all individuals who served as our CEO during any part of the year ended December 31, 2024, and (2) our two most highly compensated executive officers (other than our CEO) who were serving as executive officers as of December 31, 2024 (together, our “Named Executive Officers”). Named Executive Officers Our Named Executive Officers for the year ended December 31, 2024, which consists of our principal executive officer and our two other most highly compensated executive officers, are: • Larry Jasinski, our CEO; • Charles Remsberg, our Chief Sales Officer; and • Jeannine Lynch, our Vice President of Market Access and Strategy. 89 2024 Summary Compensation Table The following table provides information regarding the total compensation awarded to, earned by, or paid to our Named Executive Officers for services rendered to us in all capacities for the fiscal years ended December 31, 2023, and 2024. Name and Principal Position Year Salary ($) Stock Awards ($) (1) Non-Equity Incentive Plan Compensation($) Total ($) Larry Jasinski, Chief Executive Officer and Director 2024 442,312 — 30,962 (2) 473,274 2023 442,312 167,714 278,657 (3) 888,683 Charles Remsberg, Chief Sales Officer 2024 375,000 — — 375,000 2023 125,000 140,857 — 265,857 Jeannine Lynch, Vice President of Market Access and Strategy 2024 359,004 — — 359,004 2023 351,104 82,500 113,058 (3) 546,662 (1) Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The fair value of restricted stock units (“RSUs”) granted is determined based on the price of the Company’s ordinary shares on the date of grant. This amount does not correspond to the actual value that may be recognized by the Named Executive Officer upon the vesting and subsequent settlement of the restricted stock units. The valuation assumptions used in determining such amounts are described in Notes 2m and 9b to our consolidated financial statements included in our 2024 Annual Report. (2) Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives on account of fiscal year 2024. (3) Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives on account of fiscal year 2023. Pursuant to regulations promulgated under the Israel Companies Law, we are required to disclose the total compensation earned during 2024 by our five most highly-compensated office holders (as defined in the Israel Companies Law). Three of such individuals are our Named Executive Officers, as defined above, and their respective total compensation for 2024 is set forth in the Summary Compensation Table. The other two individuals, and their respective total compensation for 2024, is as follows: Name and Principal Position Salary ($) Stock Awards ($) (1) Non-Equity Incentive Plan Compensation($) (2) All Other Compensation ($) Total ($) Michael Lawless, Chief Financial Officer 323,621 — 11,410 — 335,031 Miri Pariente, Vice President of Operations, Regulatory and Quality (3) 191,048 — 10,000 94,303 (4) 295,351 (1) Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. This amount does not correspond to the actual value that may be recognized by the individuals listed in the table above upon the vesting and subsequent settlement of the restricted stock units. The valuation assumptions used in determining such amounts are described in Notes 2m and 9b to our consolidated financial statements included in our 2024 Annual Report. (2) Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives on account of fiscal year 2024. (3) The amounts set forth for each of Ms. Pariente and Mr. Adar in the columns “Salary,” “Non-Equity Incentive Plan,” and “All Other Compensation” represent payments, contributions and/or allocations that were made in New Israel Shekels (“NIS”) and have been translated to U.S. dollars according to the average exchange rate on the applicable period. (4) Consists of $55,929 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $38,374 with respect to Ms. Pariente’s personal use of a Company-leased car. 90 Narrative Disclosure to the 2024 Summary Compensation Table Our compensation committee reviews and approves the compensation of our executive officers and is primarily responsible for determining the compensation for the Named Executive Officers and office holders (within the meaning of the Israeli Companies Law) consistent with our overall executive compensation philosophy. Our compensation committee reviews and discusses the compensation of other officers with the chief executive officer and considers overall Company performance against goals, individual executive performance, and internal and external equity as key factors in those decisions. We develop our compensation programs after reviewing publicly available compensation data. Aon advises the compensation committee on all of the principal aspects of executive compensation. Aon attends meetings of the compensation committee when requested to do so. Aon reports directly to the compensation committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations. The compensation committee has assessed the independence of Aon consistent with SEC regulations and Nasdaq listing standards and has concluded that the engagement of Aon does not raise any conflict of interest. Base Salaries At the beginning of 2024, our compensation committee reviewed and approved the base salaries of the Named Executive Officers based on an analysis of external market conditions and individual performance against goals. The table below sets forth the base salaries for each of the Named Executive Officers for 2024: Name 2024 Base Salary ($) Larry Jasinski 442,312 Charles Remsberg 375,000 Jeannine Lynch 359,004 2024 Non-Equity Incentive Plan All employees who have bonus features in their employment agreements, including our Named Executive Officers, were eligible to participate in a non-equity incentive plan for fiscal year 2024, pursuant to which employees were eligible to receive a bonus with respect to their performance in such year. Each Named Executive Officer’s target was equal to a specified percentage of his or her base salary, and the actual bonus is paid based on the achievement of certain business and personal performance objectives for the 2024 fiscal year. Not all goals were required to be satisfied for a Named Executive Officer to receive a portion of the bonus. The principal business performance objective under the non-equity incentive plan for 2024 was based on achieving specified financial goals or milestones as set forth in the Compensation Policy as approved by our shareholders. These objectives were allocated as 30% for revenue targets, 15% for market development targets and 30% for net loss targets. A personal performance objective, which is subjective in nature, made up the remaining 25%. If the target was met in all categories of the business performance objective, 100% of the Named Executive Officer’s bonus was to be paid. The percentage of the bonus to be paid varied depending on the specific target and the level of achievement. In February 2025, the compensation committee completed an evaluation of the Company’s overall performance for 2024 and the Named Executive Officers’ respective contributions in achieving this performance. The compensation committee’s review was based on Company performance against business objectives, as well as personal performance against individual goals established by the compensation committee. Following such review, our Board (following the recommendation of the compensation committee) approved the bonuses for the Named Executive Officers. 91 Equity Compensation Our equity grant program is intended to align the interests of our Named Executive Officers with those of our shareholders and to motivate them to make important contributions to our performance. In 2024, no RSU grants were made due to the non-approval of the 2024 Incentive Compensation Plan. Employee Benefits and Perquisites We currently maintain the Lifeward, Inc. 401(k) Plan, a defined contribution plan, or the 401(k) Plan, for the benefit of our employees, including our Named Executive Officers, who satisfy certain eligibility requirements. Our Named Executive Officers were eligible to participate in the 401(k) Plan on the same terms as our other full-time employees. We believe that providing a vehicle for retirement savings though our 401(k) Plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our Named Executive Officers. Currently, we do not view perquisites or other personal benefits as a significant component of our Compensation Policy. Equity Grant Timing Our policies and practices regarding the granting of equity awards are carefully designed to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The compensation committee of our board of directors is responsible for the timing and terms of equity awards to executives and other eligible employees. The timing of equity award grants is determined with consideration to a variety of factors, including but not limited to, the achievement of pre-established performance goals and market conditions. We do not follow a predetermined schedule for the granting of equity awards. In determining the timing and terms of an equity award, the board of directors or the compensation committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws and regulations. The board’s or the compensation committee’s procedures to prevent the improper use of material nonpublic information in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity awards until the public disclosure of such material nonpublic information. We are committed to maintaining transparency in our executive compensation practices and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We regularly review our policies and practices related to equity awards to ensure they meet the evolving standards of corporate governance. Employment Agreements of Named Executive Officers Each of Larry Jasinski, our CEO, Charles Remsberg, our Chief Sales Officer, and Jeannine Lynch, our Vice President of Market Access and Strategy, previously entered into an employment agreement with our Subsidiary. These employment agreements set forth their respective terms of employment, which terms are generally applicable to all of our executives, covering matters such as vacation, health and other benefits. The following are descriptions of the material terms of our Named Executive Officers’ employment agreements. Larry Jasinski On January 17, 2011, we entered into an employment agreement with Mr. Jasinski, pursuant to which he has served as the CEO of the Company since February 12, 2012 (as amended from time to time, the “Jasinski Employment Agreement”). The Jasinski Employment Agreement provides for an annual base salary, subject to annual increases in the discretion of, the Company, and an annual performance bonus. In accordance with previous shareholder approvals, and effective as of January 1, 2024, the annual base salary was $442,312. The annual performance bonus was originally set at up to 35% of annual base salary. In 2020, this was increased to an annual performance bonus of up to 70% of annual base salary for achieving 100% of targets (with adjustment upward or downward for performance exceeding or failing to meet such objectives, respectively). 92 In the event that Mr. Jasinski’s employment is terminated by the Company without “Cause” (as defined in the Jasinski Employment Agreement ), or if Mr. Jasinski terminates his employment for “Good Reason” (as defined in the Jasinski Employment Agreement), he will be entitled to certain severance payments and benefits, including: (i) a lump sum payment equal to 90 days of his base salary, (ii) an annual performance bonus (calculated based on the assumption that to the extent performance objectives were achieved in the six-month period preceding his termination, they will also be achieved in the six months following termination), (iii) reimbursement for any COBRA or other medical, dental and vision premiums for six months following his termination and (iv) continued participation in any employee and executive benefit programs in effect as of his termination and reimbursement for the premium or other fees associated with continuation in any insurance program available to the Company’s employees as a non-employee or in a comparable program if participation as a non-employee would be barred. The Jasinski Employment Agreement further provides that if Mr. Jasinski’s employment is terminated without Cause or by Mr. Jasinski for Good Reason, any unvested portion of the options promised in the Jasinski Employment Agreement, which would have vested during the six months following such termination had Mr. Jasinski remained employed by the Company, will automatically vest. If Mr. Jasinski terminates his employment without Good Reason, he will be entitled to receive a pro-rated amount of his annual performance bonus as determined in good faith by the Board. Mr. Jasinski is not entitled to any severance if he is terminated by the Company for Cause. The Jasinski Employment Agreement was amended in 2020 to provide that if a “Change of Control” (as defined in the Jasinski Employment Agreement) occurs, and within one year following such Change of Control Mr. Jasinski is terminated without Cause or he resigns for Good Reason, Mr. Jasinski will be entitled to severance of 18 months’ salary as well as an annual bonus for the year in which the termination occurs (assuming achievement of 100% of milestones and targets set by the board of directors). The employment agreement is governed by the laws of the State of Delaware and contains non-solicitation and non-competition covenants (each of which remains in effect during the term of employment and for 12 months following termination of employment) and trade secrets and inventions clauses. Charles Remsberg We entered into an employment agreement with Mr. Remsberg, pursuant to which he has served as our Chief Sales Officer since August 11, 2023 (as amended from time to time, the “Remsberg Employment Agreement”). The Remsberg Employment Agreement provides for an annual base salary of $375,000 and is subject to increases as may be determined from time to time by the compensation committee of the Board, and an annual performance bonus up to 35% of annual base salary, subject to the achievement of objectives as determined by the compensation committee of the Board. The Remsberg Employment Agreement also provides that Mr. Remsberg would receive, as an inducement grant, a restricted stock unit award covering 28,571 ordinary shares, as adjusted to reflect the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024 (the “Remsberg Inducement Award”), which award vests in four equal annual instalments commencing as of the grant date. The terms of the Remsberg Inducement Award are generally consistent with the terms applicable to restricted stock unit awards set forth in our 2014 Equity Incentive Plan (as amended from time to time, the “2014 Plan”); provided, however, that in the event Mr. Remsberg’s ’s employment with the Company is terminated by the Company (or its successor) not for “Cause”, or if Mr. Remsberg terminates his employment for “Good Reason” within 90 days prior to a Change of Control (as all such terms are defined in the Remsberg Employment Agreement) or one year following a Change of Control, the Remsberg Inducement Award will vest upon the later to occur of (i) the effective date of termination of employment, (ii) the release Effective Date (as defined in the Remsberg Employment Agreement) and (iii) the date such Change of Control is consummated. The Remsberg Employment Agreement is for an initial term through August 11, 2025, and automatically renews for additional terms of twelve-months each, provided, however, that either party may terminate the Remsberg Employment Agreement, effective as of the last date of any renewal term by providing at least 90 days prior written notice. The Remsberg Employment Agreement also provides that the Company may terminate the Agreement immediately without providing prior notice in the event of death or disability, or for cause. In the event that Mr. Remsberg’s employment is terminated by the Company without cause or if Mr. Remsberg resigns for Good Reason not in connection with a Change of Control Event (as defined below), Mr. Remsberg will be entitled to a severance payment equal to (i) 50% of the sum of (a)his then-current base salary, plus (b) 50% of his annual Target Bonus (as defined in the Remsburg Employment Agreement), that Mr. Remsberg would have received had he not been terminated prior to the applicable payment date of the Target Bonus representing a pro-rated six-month payment of the annual target bonus, payable in equal instalments over a period of six months following such termination, and (iii) the replacement cost of his benefits for six months following such termination. The Remsberg Employment Agreement provides that if a Change of Control occurs, and within 90 days prior or one year following such Change of Control Mr. Remsberg is terminated without Cause or he resigns for Good Reason (a “Change of Control Event”), Mr. Remsberg will be entitled to severance of 12 months of base salary, an amount equal to Mr. Remsberg’s annual target bonus (assuming achievement of 100% of milestones and targets set by the board of directors), payable promptly following such termination, and payment of the portion of COBRA premiums equal to the amount that we would have paid to provide health insurance to Mr. Remsberg had Mr. Remsberg remained employed with us for twelve months following such termination. In addition, as stated above, in the case of a Change of Control Event, the Remsberg Inducement Award will vest upon the effective date of termination of employment. The Remsberg Employment Agreement is governed by the laws of the Commonwealth of Massachusetts and contains non-solicitation and non-competition covenants (each of which remains in effect during the term of employment and for a period of 12 months following termination of employment) and trade secrets and inventions clauses. 93 Jeannine Lynch On July 22, 2021, we entered into an employment agreement with Jeannine Lynch to serve as Vice President of Market Access and Strategy of the Company, effective August 31, 2021 (the “Lynch Employment Agreement”). Pursuant to the terms of the Lynch Employment Agreement, Ms. Lynch is entitled to (i) an annual base salary of $320,000, which was increased to $361,637 effective April 1, 2024, subject to increases as may be determined from time to time by the compensation committee of the Board and (ii) an annual performance bonus up to 35% of annual base salary, subject to the achievement of objectives as determined by the compensation committee of the Board. The Lynch Employment Agreement may be terminated by the Company upon prior written notice. In the event that (x) Ms. Lynch’s employment is terminated for any reason other than for “cause” (as defined therein), death, or disability, (y) the Company moves its primary office outside of the United States and/or reduces Ms. Lynch’s title or primary responsibilities, or (z) the Company moves Ms. Lynch’s principal location of work, the Company shall pay monthly severance to Ms. Lynch at the rate per annum of her salary and bonus (and the replacement cost of her benefits) at the time of such termination for a period from the date of such termination to the date which is six months after such termination. In the event that the Company is subject to a merger or acquisition where Ms. Lynch is terminated during the 12-month period following the closing of the transaction, 100% of the then-unvested and outstanding equity awards held by Ms. Lynch will vest upon such termination. Ms. Lynch is not entitled to receive any termination or change in control benefits under our Compensation Policy. The Lynch Employment Agreement is governed by the laws of the Commonwealth of Massachusetts and contains non-solicitation and non-competition covenants (each of which remains in effect during the term of employment and for a period of 12 months following termination of employment) and trade secrets and inventions clauses. Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information concerning outstanding equity awards as of December 31, 2024, for each Named Executive Officer. This information reflects the number of ordinary shares of the Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024. Option Awards Stock Awards Name Grant Date (1) Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock that Have Not Vested (#) Market Value of Shares or Units of Stock that Have Not Vested (2) ($) Larry Jasinski 6/27/2017 (3) 713 — 367.50 6/27/2027 5/3/2018 (4) 1,249 — 188.13 5/3/2028 3/27/2019 (5) 1,774 — 37.56 3/27/2029 5/21/2021 (6) 5,357 9,268 8/2/2022 (7) 14,288 24,718 9/13/2023 (8) 21,429 37,072 Charles Remsberg 8/11/2023 (9) 21,429 37,072 Jeannine Lynch 8/31/2021 (10) 4,465 7,724 8/2/2022 (11) 9,823 16,994 6/30/2023 (12) 14,732 25,486 (1) Represents grant dates of the stock option and RSU awards. (2) The amount listed in this column represents the product of $1.73, which was the closing market price of the Company’s ordinary shares as of December 31, 2024, multiplied by the number of shares subject to the award. (3) This award is fully vested. (4) This award is fully vested. (5) This award is full vested. (6) ¼ th of the RSU award vests on an annual basis commencing on May 21, 2022, and ending on May 21, 2025. (7) ¼ th of the RSU award vests on an annual basis commencing on August 2, 2023, and ending on August 2, 2026. (8) ¼ th of the RSU award vests on an annual basis commencing on September 13, 2024, and ending on September 13, 2027. (9) ¼ th of the RSU award vests on an annual basis commencing on August 11, 2024, and ending on August 11, 2027. (10) ¼ th of the RSU award vests on an annual basis commencing on August 31, 2022, and ending on August 31, 2025. (11) ¼ th of the RSU award vests on an annual basis commencing on August 2, 2023, and ending on August 2, 2026. (12) ¼ th of the RSU award vests on an annual basis commencing on June 30, 2024, and ending on June 30, 2027. 94 Potential Payments Upon Termination or Change in Control We have adopted, pursuant to shareholder approval, our Compensation Policy, which provides for certain benefits to our executive officers upon retirement or termination, whether or not in the event of a change in control. We may memorialize any of these benefits in arrangements we enter into with individual executive officers. Under the Compensation Policy, executive officers may be entitled to advance notice of termination of up to 12 months and to obtain up to 12 months of post-termination health insurance. In addition to receiving severance pay as required or facilitated under the local laws of the relevant jurisdiction, executive officers may have the right to receive up to 12 months of base salary (18 months in the case of the CEO), bonus and benefits, taking into account the period of the officer’s service or employment, his or her performance during employment and contribution to the Company’s targets and profits and the circumstances surrounding termination of his or her employment. These benefits are designed to attract and motivate highly skilled professionals to join our Company and to enable us to retain key management. To the extent our Named Executive Officers are entitled to receive severance (except for any severance payments mandated by Israeli law for our Israeli employees) or change in control benefits, such entitlements are contractually agreed upon between the Company and the applicable Named Executive Officer. Accordingly, for further information regarding the payments and benefits our Named Executive Officers are entitled to receive upon a termination or change in control, please see “Executive Compensation — Employment Agreements of Named Executive Officers.” Compensation Committee Interlocks and Insider Participation None of the members of the compensation committee is, or has ever been, an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, no executive officer of the Company served as a member of the board of directors or the compensation committee of another entity that has one or more executive officers serving on the Company’s compensation committee or the Board. Policy for Recoupment of Incentive Compensation (Clawback Policy) On September 13, 2023, we adopted an amended and restated policy for recoupment of incentive compensation (the “Clawback Policy”) in compliance with the requirements of the Dodd-Frank Act, final SEC rules and applicable Nasdaq listing standards (the “final clawback rules”), which covers our current and former executive officers, including all of our named executive officers. Under the Clawback Policy, in the event that we are required to prepare a restatement of our previously issued financial statements due to our material noncompliance with any financial reporting requirement under securities laws, we are required to recover (subject to certain limited exceptions described in the Clawback Policy and permitted under the final clawback rules) any cash or equity incentive-based compensation received by any current or former executive officer after the effective date of the Clawback Policy and in the three years prior to the date we are required to restate our financial statements that is in excess of the amount that would have been received based on the restated financial statements. 95 Director Compensation The following table provides certain information concerning the compensation for services rendered in all capacities by each non-employee director serving on our Board during the year ended December 31, 2024, other than Mr. Larry Jasinski, our CEO, who did not receive additional compensation for his services as director and whose compensation is set forth in the Summary Compensation Table found elsewhere in this annual report. Name Fees Earned in Cash ($) Stock Awards ($) (1) Total ($) Jeff Dykan 25,455 (2) — 25,455 Dr. John William Poduska 44,426 (3) — 44,426 Randel Richner 39,332 (4) — 39,332 Joseph Turk 39,417 (5) — 39,417 Hadar Levy 34,447 (6) — 34,447 Michael Swinford 25,598 (7) 50,000 75,598 Robert Marshall 8,164 (8) — 8,164 (1) Amounts represent the aggregate grant date fair value of such awards issued under the 2014 Plan as an annual award to the applicable directors, computed in accordance with FASB ASC Topic 718, which for all directors represents an award of 50,000 RSUs. These amounts reflect the number of ordinary shares of the Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024. The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. This amount does not correspond to the actual value that may be recognized by the non-employee director upon the vesting of the RSUs. All RSUs become vested and exercisable in four equal quarterly instalments starting three months following the grant date. The valuation assumptions used in determining such amounts are described in Notes 2m and 9b to our consolidated financial statements included in our 2024 Annual Report. (2) Represents $15,796 earned by Mr. Dykan as a portion of the annual retainer for serving as our Chairman of the Board of Directors, $7,065 for attending meetings of the Board of Directors, $2,594 for serving as a chairman of the audit committee. Mr. Dykan resigned from his positions as a member of the Board and as Chairman of the Board of Directors effective September 4, 2024. (3) Represents $22,570 earned by Dr. Poduska as an annual retainer for serving as a non-employee director on the Board of Directors, $12,823 for attending meetings of the Board of Directors, $4,519 for serving as a member of the audit committee, $4,514 for serving as the chairman of the compensation committee. (4) Represents $22,570 earned by Ms. Richner as an annual retainer for serving as a non-employee director on the Board of Directors, $12,949 for attending meetings of the Board of Directors, $3,813 for serving as a member of the compensation committee. (5) Represents $11,348 earned by Mr. Turk as a portion of the annual retainer for serving as our Chairman of the Board of Directors, $11,222 as an annual retainer for serving as a non-employee director on the Board of Directors, $13,056 for attending meetings of the Board of Directors and $3,791 for serving as a member of the compensation committee. Mr. Turk was appointed Chairman of the Board of Directors effective September 4, 2024. (6) Represents $22,570 earned by Mr. Levy as an annual retainer for serving as a non-employee director on the Board of Directors, $7,825 for attending meetings of the Board of Directors and $4,052 for serving as a member of the audit committee. (7) Represents $15,851 earned by Mr. Swinford as a portion of the annual retainer for serving as a non-employee director on the Board of Directors, $9,747 for attending meetings of the Board of Directors. Mr Swinford joined the Board of Directors on April 18, 2024, and his retainer was prorated accordingly. (8) Represents $3,710 earned by Mr. Marshall as a portion of the annual retainer for serving as a non-employee director on the Board of Directors, $2,528 for attending meetings of the Board of Directors and $1,926 for serving as a member of the audit committee. Mr Marshall joined the Board of Directors on November 2, 2024, and his retainer was prorated accordingly. 96 The aggregate number of ordinary shares subject to outstanding options and RSU awards for each of our non-employee directors as of December 31, 2024, is shown below. These amounts reflect the number of ordinary shares of the Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024. Information regarding Mr. Jasinski’s outstanding equity awards as of December 31, 2024, is set forth in the Outstanding Equity Awards Table found elsewhere in this annual report. Name Number of Shares Dr. John William Poduska 69 Randel Richner — Joseph Turk — Hadar Levy — Hadar Levy — Michael Swinford 5,020 Robert Marshall — Cash compensation for our independent, non-employee directors’ services is governed by previous decisions of our compensation committee, Board and shareholders, and is subject to terms and conditions of our Compensation Policy. Additionally, each independent, non-employee director currently receives upon his or her appointment a restricted stock unit award (the “Initial RSU Award”), with such Initial RSU Award having a value equal to $50,000 on the date of grant (as determined based on the closing price of our ordinary shares on the date of grant). Each independent, non-employee director is also entitled to receive an annual grant of RSUs (the “Annual RSU Award”), with such Annual RSU Award having a value equal to $50,000 on the date of grant. The Initial RSU Award and Annual RSU Award each vest ratably in four equal quarterly instalments starting three months from the date of grant (subject to the non-employee director’s continued service with the Company through each applicable vesting date), with the vesting of such awards to be accelerated upon certain change of control events in accordance with the Compensation Policy. At our 2020 annual general meeting, our shareholders approved an amendment to our then-current Compensation Policy whereby (x) all or a portion of our non-directors’ cash compensation may be paid in equity, at the discretion of our compensation committee, in order to preserve the Company’s cash, and (y) equity compensation of directors will be payable in the first instance in RSUs but such compensation may also be payable, at the discretion of our compensation committee, in cash, based on a formula to be determined and with such payment provisions as shall result in the equivalent effect of vesting of RSUs, in order to preserve the equity available for incentives. In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or committees. Directors are also indemnified and insured by us for actions associated with being a director to the extent permitted under Israeli law. Further, none of our non-employee directors receive any benefits upon termination of their directorship positions. The compensation committee reviews director compensation annually and makes recommendations to the Board of Directors with respect to compensation and benefits provided to the members of the Board. 97 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS As of March 3, 2025, there were 10,630,281 ordinary shares outstanding, excluding ordinary shares issuable in connection with the exercise of outstanding warrants or outstanding options or upon the vesting of restricted stock units (“RSUs”). The voting rights of all shareholders are the same. The following table sets forth certain information as of March 3, 2025, concerning the number of ordinary shares beneficially owned, directly or indirectly, by: (1) each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding ordinary shares; (2) each of our directors and director nominees; (3) each of our Named Executive Officers (as defined under “Summary Compensation Table” above); and (4) all of our directors and executive officers as a group. Beneficial ownership is determined in accordance with the rules of the SEC based on voting and investment power with respect to such shares. Shares subject to options or warrants that are currently exercisable or exercisable within 60 days of March 3, 2025 and shares subject to RSUs that were vested as of or will vest within 60 days of March 3, 2025 are deemed to be outstanding and to be beneficially owned by the person holding such options, RSUs or warrants for the purpose of computing the percentage ownership of such person. However, such shares are not deemed to be outstanding and to be beneficially owned for the purpose of computing the percentage ownership of any other person. Under the terms of the terms of certain outstanding warrants, a holder may not exercise the warrants to the extent that such shareholder, together with its affiliates, would beneficially own, after such exercise, more than 4.99% or 9.99% of the ordinary shares then outstanding, as applicable (subject to the right of the shareholder with a 4.99% ownership limitation to increase or decrease such beneficial ownership limitation upon notice to us, provided that such limitation cannot exceed 9.99%), and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered. Consistent with beneficial ownership reporting principles under Section 13(d) of the Exchange Act, the below table only shows ordinary shares underlying warrants that are deemed to be beneficially owned, assuming compliance with these ownership limitations. All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder or is based on our filings with the SEC and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the ordinary shares shown as beneficially owned, subject to community property laws, where applicable. The ordinary shares beneficially owned by our directors and officers may include shares owned by their respective family members, as to which such directors and officers disclaim beneficial ownership. Unless otherwise noted below, each shareholder’s address is c/o Lifeward Ltd., 200 Donald Lynch Blvd., Marlborough, MA 01752. 98 Ordinary Shares Beneficially Owned Name Number of Shares Percentage 5%-or-More Beneficial Owners : Lind Global Funds (1) 857,996 8.1 % Named Executive Officers and Directors : Larry Jasinski (2) 65,455 * Randel Richner (3) 21,567 * Dr. John William Poduska (4) 20,102 * Joseph Turk (5) 33,134 * Hadar Levy (6) 15,656 * Michael Swinford (7) 65,040 * Robert Marshall (8) — * Jeannine Lynch (9) 18,641 * Michael A. Lawless (10) 26,112 * Charles Remsberg (11) 7,142 * Almog Adar (12) 16,515 * All directors and executive officers as a group (eleven persons) (13) 289,364 2.7 % * Ownership of less than 1%. (1) Based on a Schedule 13D/A filed on January 8, 2025, by Lind Global Fund II LP (“Global Fund II”), Lind Global Partners II LLC, Lind Global Macro Fund LP, Lind Global Partners LLC (together, the “Lind Global Funds”) and Jeff Easton (together with the Lind Global Funds, the “Reporting Persons”). The foregoing excludes warrants to purchase 247,334 ordinary shares, because each of the warrants includes a provision limiting the holder’s ability to exercise the warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the ordinary shares then outstanding. Without such provisions, the Reporting Persons may have been deemed to have beneficial ownership of the ordinary shares underlying such warrants. Jeff Easton, the managing member of Lind Global Partners II LLC and Lind Global Partners LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Macro Fund, LP and Lind Global Fund II LP. The principal business address of the Reporting Persons is 444 Madison Avenue, Floor 41, New York, N.Y. 10022. (2) Consists of 61,719 ordinary shares, including 3,750 shares underlying RSUs vesting within 60 days, and 3,736 exercisable options to purchase ordinary shares. (3) Consists of 21,567 ordinary shares. (4) Consists of 20,033 ordinary shares, including exercisable options to purchase 69 ordinary shares. (5) Consists of 33,134 ordinary shares. (6) Consists of 16,656 ordinary shares. (7) Consists of 65,040 ordinary shares, including 2,510 shares underlying RSUs vesting within 60 days. (8) Mr. Marshall was appointed to our Board effective November 2, 2024. (9) Consists of 18,641 ordinary shares. (10) Consists of 26,112 ordinary shares. (11) Consists of 7,142 ordinary shares. (12) Consists of 16,515 ordinary shares. (13) Consists of (i) 279,299 ordinary shares directly or beneficially owned by our executive officers and our nine directors other than Mr. Jasinski; (ii) 3,805 ordinary shares constituting the cumulative aggregate number of options granted to the executive officers and directors; and (iii) 6,260 shares underlying RSUs vesting within 60 days. Equity Compensation Plan Information The following table provides certain aggregate information with respect to our ordinary shares that may be issued under our equity compensation plans as of December 31, 2024. On August 19, 2014, we adopted the 2014 Plan. Pursuant to Section 1.3 of the 2014 Plan, no awards can be granted under the plan on or after ten years from the date of adoption of the 2014 Plan. As a result, since August 19, 2024, we cannot grant any additional equity awards under the 2014 Plan. In addition, as of the date of this annual report our shareholders have not approved a new equity incentive compensation plan. Accordingly, at this time we cannot grant equity awards under an equity compensation plan approved by our shareholders. 99 The information below reflects a number of ordinary shares of the Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024. Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) Equity compensation plans approved by security holders 331,816 (1) $ 187.94 (2) — (3) Equity compensation plans not approved by security holders — — — Total 331,816 $ 187.94 — (1) Represents shares issuable under our 2014 Plan upon exercise of options outstanding to purchase 4,573 shares and upon the settlement of outstanding RSUs with respect to 327,243 shares. (2) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options to purchase ordinary shares. It does not reflect the ordinary shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price. (3) As described above, since August 19, 2024, we cannot grant any additional equity awards under the 2014 Plan, and as of the date of this annual report our shareholders have not approved a new equity incentive compensation plan. Accordingly, at this time we cannot grant any equity awards under an equity compensation plan approved by our shareholders. 100 ITEM 13 . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Director Independence The information required by Item 407(a) of Regulation S-K is incorporated by reference herein from Item 10 above as set forth under the caption “Director Independence.” Certain Relationships and Related Transactions See “Item 11. Executive Compensation —Employment Agreements of Named Executive Officers” above for a description of employment agreements between us and the Named Executive Officers. We describe below transactions and series of similar transactions which are currently proposed or to which we have been or were a party since January 1, 2023, in which (a) the amount involved exceeds or exceeded the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years and (b) any of our directors, executive officers, beneficial owners of more than 5% of our ordinary shares, or any affiliates or members of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest. Although we do not have a formal written policy as to the approval of related party transactions, all related party transactions for which disclosure would be required under Item 404 of Regulation S-K are approved based on procedures under Israeli law, as is duly memorialized in the minutes of the meetings of the Board and audit committee, as applicable. Transactions with Current and/or Former 5% Beneficial Owners Since January 1, 2023, we entered into the following transactions with other shareholders who are currently 5% beneficial owners or who we believe beneficially owned at the time of such transactions or became as a result of such transactions more than 5% of our ordinary shares, based on a review of Schedule 13G filings made and Company records during such period. Agreements with Directors, Officers and Others Employment Agreements We have entered into written employment agreements with each of our executive officers. These agreements provide for notice periods of varying duration for termination of the agreement by us or by the relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. We have also entered into customary non-competition, confidentiality of information and ownership of inventions arrangements with our executive officers. However, the enforceability of the noncompetition provisions may be limited under applicable law. Options Since our inception we have granted options to purchase our ordinary shares to our officers and certain of our directors. Such option agreements may contain acceleration provisions upon certain merger, acquisition, or change of control transactions. Exculpation, Indemnification and Insurance Our Articles of Association permit us to exculpate, indemnify and insure certain of our office holders to the fullest extent permitted by the Israel Companies Law. We have entered into indemnification agreements with our office holders, exculpating them from a breach of their duty of care to us to the fullest extent permitted by law and undertaking to indemnify them to the fullest extent permitted by law, subject to certain exceptions, including with respect to liabilities resulting from our IPO to the extent that these liabilities are not covered by insurance. Consulting Agreement and Supplement Agreement with Randel E. Richner At our 2022 annual meeting of shareholders, our shareholders approved the terms of a Consulting Agreement with Richner Consultants LLC, a Delaware company (the “Consultant”) owned by Randel E. Richner, a member of our Board. Pursuant to the Consulting Agreement, the Consultant provided us with the following services during 2022: strategic advisory consultation on activities related to CMS, including reviewing Company submissions to CMS; reviewing the Company’s dossier submitted to third-party insurers; coordinating and establishing lobbying efforts for the Company with U.S. government agencies; review and support with respect to reimbursements from private payers and with on-going interactions with the U.S. Veterans Benefits Administration; and other reimbursement-related matters as designated and agreed to with our CEO, including international reimbursement activities as needed. The services to be provided under the Consulting Agreement by the Consultant were provided solely by Ms. Richner. 101 The services were provided on an hourly basis at a rate of $425 per hour, payable by us on a monthly basis subject to the Consultant providing monthly invoices for the review of both our Chairman of the Board and our CEO. Under the Consulting Agreement, the aggregate total number of consulting hours provided by the Consultant could not exceed 282 hours. The initial term of the Consulting Agreement commenced January 1, 2022, and expired December 31, 2022. Approximately $119,850 was owed and paid to the Consultant for the initial term of the Consulting Agreement. At our 2023 annual meeting of shareholders, our shareholders approved an extension of the Consulting Agreement until the earlier of December 31, 2023 or such time as we receive approval from CMS. The extension term of the Consulting Agreement commenced January 1, 2023, and expired December 31, 2023. Approximately $119,999 was owed and paid to the Consultant for the extension term of the Consulting Agreement. However, because the process of receiving reimbursement approval from CMS was far more complex and time-consuming than was initially contemplated, Ms. Richner was required to invest far more time during each of 2022 and 2023 than the maximum number of 282 consulting hours for each of 2022 and 2023 provided by the Consulting Agreement, as amended. Ms. Richner also provided services during the first four months of 2024. In addition, as a result of expending so much time in providing her consulting services to us, Ms. Richner was not able to take on other, higher-paying consulting assignments. The actual number of additional hours invested by Ms. Richner during 2022 and 2023 in excess of the maximum number of 282 hours per year provided in the Consulting Agreement, at her then-hourly rate of $425, and the hours expended by Ms. Richner in 2024 (for which Ms. Richner and we agreed that the hourly rate should be $550 per hour, which better represented Ms. Richner’s then-new standard hourly rate), came to an aggregate of $297,000. At our 2024 annual meeting of shareholders, our shareholders approved compensating Ms. Richner for such excess hours in the form of equity compensation pursuant to an Amendment and Supplement Agreement among the Company, the Consultant and Ms. Richner (the “Supplement Agreement”), subject to approval by our shareholders of a new equity compensation plan. The Supplement Agreement provided for a grant of equity compensation to Ms. Richner (rather than to the Consultant) in the form of stock options to purchase our ordinary shares, to be issued in three tranches as follows: • On November 10, 2024, options will be issued having an aggregate value of $120,000, calculated utilizing a Black-Scholes valuation model based on the closing price of our ordinary shares on such date, but in no event will we issue such options in 2024 to purchase more than 45,614 ordinary shares; • On November 11, 2025, options will be issued having an aggregate value of $120,000, calculated utilizing a Black-Scholes valuation model based on the closing price of our ordinary shares on such date, but in no event will we issue such options in 2025 to purchase more than 45,614 ordinary shares; and • On November 12, 2026, options will be issued having an aggregate amount of $57,000, calculated utilizing a Black-Scholes valuation model based on the closing price of our ordinary shares on such date, but in no event will we issue such options in 2026 to purchase more than 21,662 ordinary shares. By way of example only, utilizing a Black-Scholes valuation of $2.35 per share underlying the options based on the closing price of our ordinary shares of $3.90 on July 15, 2024, the number of shares underlying the three grants of options to be made to Ms. Richner described above would have been 51,111, 51,111 and 10,668, respectively, but due to the caps described above on the number of shares that can underlie grants of options to Ms. Richner, the number of shares would be 45,614, 45,614 and 10,66 respectively. 102 The grant provided that each of the stock options will vest immediately upon issuance and will be exercisable for a term of seven years, whether or not Ms. Richner continues to serve as a member of the Board, the exercise price per share of the options will be the closing price of our ordinary shares used for purposes of the respective Black-Scholes valuation, and the stock options can be exercised on a net exercise basis. Finally, as long as Ms. Richner remains engaged by us as a member of the Board, her ability to engage in any transactions in relation to the ordinary shares underlying the stock options will be subject to our Insider Trading Policy. As described above, as of the date of this annual report our shareholders have not approved a new equity incentive compensation plan. Distribution Agreement with CorLife for which Michael Swinford Serves As CEO On March 6, 2025, we announced an agreement in which CorLife will become the exclusive distributor for the ReWalk Personal Exoskeleton for individuals with workers’ compensation claims. Michael Swinford, a member of our Board, serves as the Chief Executive Officer of Numotion, the parent company of CorLife. Our Board of Directors reviewed the financial terms of the contract which were negotiated at arms-length and the transaction was approved by the Board. Approval of Related Party Transactions Under Israeli Law Disclosure of Personal Benefits or Other Interests of an Office Holder and Approval of Certain Transactions The Israel Companies Law requires that an office holder promptly disclose to the board of directors any personal benefit or other interest that he or she may have, and all related material information or documents, concerning any existing or proposed transaction with the company. A personal benefit or other interest includes the individual’s own benefit or other interest and, in some cases, a personal benefit or other interest of such person’s relative or an entity in which such individual, or his or her relative, is a 5% or greater shareholder, director or general manager, or in which he or she has the right to appoint at least one director or the general manager, but does not include a personal benefit or other interest stemming only from ownership of our shares. If an office holder has a personal benefit or other interest in a transaction, approval by the board of directors is required for the transaction. Once an office holder has disclosed his or her personal benefit or other interest in a transaction, the board of directors may approve an action by the office holder that would otherwise be deemed a breach of duty of loyalty. A company may not, however, approve a transaction or action unless it is in the best interests of the company, or if the office holder is not acting in good faith. Special approval is required for an extraordinary transaction, which under the Israel Companies Law is defined as any of the following: • a transaction other than in the ordinary course of business; • a transaction that is not on market terms; or • a transaction that may have a material impact on a company’s profitability, assets or liabilities. An extraordinary transaction in which an office holder has a personal benefit or other interest requires approval first by the company’s audit committee and subsequently by the board of directors. The compensation of, or an undertaking to indemnify or insure, an office holder who is not a director requires approval first by the company’s compensation committee, then by the company’s board of directors and, if such compensation arrangement or an undertaking to indemnify or insure is inconsistent with the Company’s compensation policy or if the office holder is the Chief Executive Officer (apart from a number of specific exceptions), then such arrangement is subject to shareholder approval by a simple majority, which must also include at least a majority of the shares voted by all shareholders who are neither controlling shareholders nor have a personal benefit or other interest in such compensation arrangement (alternatively, in addition to a simple majority, the total number of shares voted against the compensation arrangement by non-controlling shareholders and shareholders who do not have a personal benefit or other interest in the arrangement may not exceed 2% of our outstanding shares). We refer to this as the “Special Approval for Compensation”. Arrangements regarding the compensation, indemnification or insurance of a director require the approval of the compensation committee, board of directors and shareholders by a simple majority, in that order, and under certain circumstances, a Special Approval for Compensation. Generally, a person who has a personal benefit or other interest in a matter that is considered at a meeting of the board of directors or the audit committee may not be present at such a meeting or vote on that matter unless the chairman of the board of directors or the audit committee (as applicable) determines that he or she should be present in order to present the transaction that is subject to approval. If a majority of the members of the board of directors or the audit committee (as applicable) have a personal benefit or other interest in the approval of a transaction, then all directors may participate in discussions of the board of directors or the audit committee (as applicable) on such transaction and in the voting, but shareholder approval is also required for such transaction. 103 Disclosure of Personal Benefits or Other Interests of Controlling Shareholders and Approval of Certain Transactions Pursuant to the Israel Companies Law, the disclosure requirements regarding personal benefits or other interests that apply to directors and executive officers also apply to a controlling shareholder of a public company. In this context, a controlling shareholder includes a shareholder who holds 25% or more of our outstanding shares if no other shareholder holds more than 50% of our outstanding shares. For this purpose, the holdings of all shareholders who have a personal benefit or other interest in the same transaction will be aggregated. The approval of the audit committee, the board of directors and the shareholders of the company, in that order, is required for (a) extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal benefit or other interest, (b) our engagement with a controlling shareholder or his or her relative, directly or indirectly, for the provision of services to us, (c) the terms of engagement and compensation of a controlling shareholder or his or her relative who is not an office holder or (d) our employment of a controlling shareholder or his or her relative, other than as an office holder. In addition to shareholder approval by a simple majority, the transaction must be approved by a Special Majority. To the extent that any such transaction with a controlling shareholder is for a period extending beyond three years, approval is required once every three years, unless, with respect to certain transactions, the audit committee determines that the duration of the transaction is reasonable under the circumstances. Arrangements regarding the compensation, indemnification or insurance of a controlling shareholder in his or her capacity as an office holder require the approval of the compensation committee, board of directors and shareholders, in that order, by a Special Majority, and the terms must be consistent with our Compensation Policy. Pursuant to regulations promulgated under the Israel Companies Law, certain transactions with a controlling shareholder or his or her relative, or with directors, that would otherwise require approval of our shareholders may be exempt from shareholder approval upon certain determinations of the audit committee and board of directors. Under these regulations, we must publish these determinations, and a shareholder holding at least 1% of our outstanding shares may, within 14 days of after publication, demand shareholder approval despite such determinations. 104 ITEM 14 . PRINCIPAL ACCOUNTANT FEES AND SERVICES Principal Accounting Fees and Services The following table sets forth, for each of the years indicated, the fees expensed by Kost Forer Gabbay & Kasierer, our independent registered public accounting firm, in each such year. 2023 2024 ($ in thousands) Audit Fees (1) $ 418 $ 250 Audit-Related Fees (2) $ 95 $ — Tax Fees (3) $ 31 $ 30 All Other Fees (4) $ 120 $ 4 Total: $ 664 $ 284 (1) “Audit fees” include fees for services performed by our independent public accounting firm in connection with our annual audit for 2023 and 2024, fees related to the review of quarterly financial statements, fees related to the pro forma financial information and fees for consultation concerning financial accounting and reporting standards. Fees in 2023 also include services by our accounting firm for the audit of AlterG for the years 2021 and 2022 prior to our acquisition of AlterG in August 2023. (2) “Audit-related fees” relate to assurance and associated services that are traditionally performed by an independent auditor, including accounting consultation and consultation concerning financial accounting, reporting standards and due diligence. (3) “Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance, transfer pricing and tax advice on actual or contemplated transactions. (4) “All other fees” include fees for services rendered by our independent registered public accounting firm with respect to government incentives and other matters. Audit Committee’s Pre-Approval Policies and Procedures The audit committee has adopted a pre-approval policy for the engagement of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to ensure that such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent accountants. All engagements by us of the auditors for 2023 and 2024 were pre-approved by the audit committee. 105 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)(1) Financial Statements. The Consolidated Financial Statements filed as part of this annual report are identified in the Index to Consolidated Financial Statements on page F-1 hereto. (a)(2) Financial Statement Schedules. Financial Statement Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto. (a)(3) Exhibits. The exhibits listed in the Exhibit Index are filed, furnished, or incorporated by reference in this report. EXHIBIT INDEX 2.1 Agreement and Plan of Merger, dated as of August 8, 2023, by and among Lifeward, Inc., Atlas Merger Sub, Inc., AlterG Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K filed with the SEC on August 9, 2023). + 3.1 Sixth Amended and Restated Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 12, 2024). 4.1 Specimen share certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014). 4.2 Description of the registrant’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report on Form 10-K filed with the SEC on February 24, 2022). 4.3 Warrant, dated December 30, 2015, between the Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2016). 4.4 First Amendment to Warrant to Purchase Shares between the Company and Kreos Capital V (Expert Fund) Limited, dated November 20, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2018). 4.5 Form of common warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020). 4.6 Form of placement agent warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020). 4.7 Form of purchaser warrant from July 2020 registered direct offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed on July 6, 2020). 4.8 Form of placement agent agreement from July 2020 registered direct offering (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed on July 6, 2020). 106 4.9 Form of purchaser warrant from December 2020 private placement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020). 4.10 Form of placement agent warrant from December 2020 private placement (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020). 4.11 Form of purchaser warrant from February 2021 private placement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2021). 4.12 Form of placement agent warrant from February 2021 private placement (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2021). 4.13 Form of ordinary warrant from September 2021 private placement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021). 4.14 Form of placement agent warrant from September 2021 private placement (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021). 4.15 Form of pre-funded warrant from September 2021 private placement (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021). 4.16 Form of purchaser warrant from January 2025 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K/A filed with the SEC on January 8, 2025). 4.17 Form of placement agent warrant from January 2025 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K/A filed with the SEC on January 8, 2025). 10.1 Letter of Agreement, dated July 11, 2013, between the Company and Sanmina Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2021).* 10.2 License Agreement, dated May 16, 2016, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K filed with the SEC on February 18, 2021).* 10.3 Form of indemnification agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.11 to the Company’s registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014).** 10.4 2014 Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company’s registration statement on Form S-8 (File No. 333-239258), filed with the SEC on June 18, 2020).** 10.5 Executive Employment Agreement, dated as of January 17, 2011, between the Company and Larry Jasinski (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).** 10.6 Amendment No. 1 to the Executive Employment Agreement, dated as of September 23, 2020, by and between the Company and Larry Jasinski.** 10.7 2014 Incentive Compensation Plan Form of Option Award Agreement for employees and executives (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).** 10.8 2014 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for non-Israeli employees, and executives (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).** 10.9 2014 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for Israeli non-employee directors, employees and executives (incorporated by reference to Exhibit 10.20.1 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).** 10.10 2014 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement between the Company and Jeffrey Dykan, as director (incorporated by reference to Exhibit 10.20.2 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).** 10.11 2014 Incentive Compensation Plan Prior Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).** 10.12 2014 Incentive Compensation Plan New Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.22 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).** 107 10.13 2014 Incentive Compensation Plan Prior Form of Option Award Agreement for Israeli non-employee directors (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).** 10.14 2014 Incentive Compensation Plan Prior Form of Option Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).** 10.15 Amendment No. 1 to the Exclusive License Agreement and Amendment No. 2 to the Research Collaboration Agreement, dated April 1, 2018, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2018).* 10.16 Employment Agreement, dated July 9, 2021, by and between the Company and Jeannine Lynch (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2021**. 10.17 Employment Agreement, dated September 2, 2022, by and between the Company and Michael A. Lawless (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 7, 2022).* ** 10.18 Consulting Agreement, dated as of January 1, 2023), by and between the Company and Richner Consultants LLC (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 9, 2023).** 10.19 Lifeward Ltd. Compensation Policy for Executive Officers and Non-Executive Directors (incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on August 9, 2023).** 10.20 Employment Agreement, dated as of August 11, 2023, by and between the Company and Charles Remsberg (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023).** 10.21 Form of Restricted Share Unit Award (Inducement Award) for non-Israeli employees and executives (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023).** 10.22 Employment and Relocation Agreement, dated as of July 17, 2024, by and between the Company and Almog Adar (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024). 10.23 Manufacturing Services Agreement, dated as of October 3, 2024, by and between the Company and Cirtronics Corporation. * 19.1 Insider Trading Policy.*** 21.1 List of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2024). 23.1 Consent of Kost Forer Gabbay & Kasierer, a member of Ernst &Young Global, Independent Registered Public Accounting Firm. 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.*** 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.*** 32.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.*** 32.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.*** 108 97.1 Compensation Recovery Policy (incorporated by reference to Annex A to the Lifeward Ltd. Compensation Policy for Executive Officers and Non-Executive Directors filed herewith as Exhibit 10.18). 101.INS XBRL Instance Document. 101.SCH XBRL Taxonomy Extension Schema Document. 101.PRE XBRL Taxonomy Presentation Linkbase Document. 101.CAL XBRL Taxonomy Calculation Linkbase Document. 101.LAB XBRL Taxonomy Label Linkbase Document. 101.DEF XBRL Taxonomy Extension Definition Linkbase Document. + Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. * Certain identified information in the exhibit has been omitted because it is the type of information that (i) the Company customarily and actually treats as private and confidential, and (ii) is not material. ** Management contract or compensatory plan, contract or arrangement. *** Furnished herewith. ITEM 16. FORM 10-K SUMMARY Not applicable. 109 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Lifeward Ltd. By: /s/ Larry Jasinski Name: Larry Jasinski Title: Chief Executive Officer Date: March 7, 2025 110 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENT: That the undersigned officers and directors of Lifeward Ltd. do hereby constitute and appoint Larry Jasinski and Mike Lawless the lawful attorney and agent with power and authority to do any and all acts and things and to execute any and all instruments which said attorney and agent determines may be necessary or advisable or required to enable Lifeward Ltd. to comply with the Securities and Exchange Act of 1934, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this report. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this report or amendments or supplements thereto, and each of the undersigned hereby ratifies and confirms all that said attorneys and agents, or either of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Larry Jasinski Director and Chief Executive Officer March 7, 2025 Larry Jasinski (Principal Executive Officer) /s/ Mike Lawless Chief Financial Officer March 7, 2025 Mike Lawless (Principal Financial Officer) /s/ Almog Adar Vice President of Finance March 7, 2025 Almog Adar (Principal Accounting Officer) /s/ Joseph Turk Chairman of the Board March 7, 2025 Joseph Turk /s/ Dr. John William Poduska Director March 7, 2025 Dr. John William Poduska /s/ Randel Richner Director March 7, 2025 Randel Richner /s/ Hadar Levy Director March 7, 2025 Hadar Levy /s/ Michael Swinford Director March 7, 2025 Michael Swinford /s/ Robert Marshall Director March 7, 2025 Robert Marshall 111 PART IV LIFEWARD LTD CONSOLIDATED FINANCIAL STATEMENTS U.S. DOLLARS IN THOUSANDS INDEX Page Report of Independent Registered Public Accounting Firm F - 2 (PCAOB ID: 1281 ) Consolidated Balance Sheets F - 4 Consolidated Statements of Operations F - 6 Statements of Changes in Shareholders’ Equity F - 7 Consolidated Statements of Cash Flows F - 8 Notes to Consolidated Financial Statements F - 10 Kost Forer Gabbay & Kasierer Menachem Begin 144, Tel-Aviv 6492102, Israel Tel: +972-3-6232525 Fax: +972-2-5622555 ey.com REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of LIFEWARD LTD. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Lifeward Ltd. and subsidiaries (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes is shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. The Company's Ability to Continue as a Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1e to the financial statements, the Company has suffered recurring losses from operations, has negative cash flows from operating activities, and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1e. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. F - 2 Revenue recognition Description of the Matter As described in Note 2 of the consolidated financial statements, the Company recognizes revenues from the SCI products at a point in time based on the consideration to which the company is entitled to in exchange for sales of its SCI products, and includes variable consideration. The Company estimates the amount of variable consideration that is included in the transaction price mainly by estimating claims reimbursement by the Centers for Medicare & Medicaid Services (CMS), which is based primarily on actual historical collection experience from CMS. For the year ended December 31, 2024, revenues were $3.2 million. Auditing management's determination of the variable consideration was complex and judgmental due to significant data inputs and subjective assumptions utilized in the process. In determining the variable consideration, management develops estimates based on actual historical collection experience by CMS. How We Addressed the Matter in Our Audit To test the estimate of variable consideration, our audit procedures included, evaluating the methodology used and testing the underlying data used by management in its analysis, performing independent recalculation of management's estimate and evaluating the historical accuracy by comparing such estimates to subsequent actual results. We assessed the historical accuracy of management’s estimate and performed sensitivity analyses to evaluate the changes in variable consideration that would result from changes in the expected collection rates used and the corresponding effect on revenues. We also evaluated the disclosures included in the notes to the consolidated financial statements. Impairment Assessment of Long-Lived Assets (Assets group) Description of the Matter As discussed in note 2 to the consolidated financial statements, long-lived assets are assessed for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. Recoverability of the Long-lived assets (assets group) is measured by a comparison of the undiscounted future cash flows the Long-lived assets (assets group) is expected to generate to the carrying amounts of the assets group. If such evaluation indicates that the carrying amount of the long-lived assets (assets group) is not recoverable, an impairment loss is calculated based on the excess of the carrying amount of the long- lived assets (assets group) over its fair value. The company identified triggering event and performed an impairment assessment with respect to LCAI assets group. For the year ended December 31, 2024, as a result of the assessment, the Company’s recorded an impairment charge of $9.8 Million. Auditing management’s estimation of the fair value of the long-lived assets (assets group) of LCAI was complex and highly judgmental due to the significant measurement uncertainty in determining the fair value of the long-lived assets. In particular, the fair value estimates were sensitive to significant assumptions such as discount rate and forecasted revenues, which are affected by expectations about future market or economic conditions. How We Addressed the Matter in Our Audit To test the management's estimation of the fair value of the long-lived assets (assets group) of LCAI, we performed audit procedures that included, assessing the fair value methodologies utilized by management and the significant assumptions, including the completeness and accuracy of the underlying data used in the analyses. we compared the significant assumptions to current financial and operating plans, market and industry studies and historical trends. We also assessed the historical accuracy of management’s forecasts and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value estimates of the long-lived assets that would result from changes in the assumptions. We involved our valuation specialists in evaluating the discount rate and valuation methodology used by the Company. KOST FORER GABBAY & KASIERER A Member of EY Global We have served as the Company’s auditor since 2014. Tel-Aviv, Israel March 7, 2025 F - 3 LIFEWARD LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands December 31, 2024 2023 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 6,746 $ 28,083 Restricted cash 197 - Trade receivables, net of credit losses of $ 160 and $ 328 , respectively 6,004 3,120 Prepaid expenses and other current assets 1,624 2,366 Inventories 6,723 5,653 Total current assets 21,294 39,222 LONG-TERM ASSETS Restricted cash and other long-term assets 240 784 Operating lease right-of-use assets 548 1,861 Property and equipment, net 867 1,262 Intangible assets, net ‐ 12,525 Goodwill 7,538 7,538 Total long-term assets 9,193 23,970 Total assets $ 30,487 $ 63,192 The accompanying notes are an integral part of these consolidated financial statements. F - 4 LIFEWARD LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (except share and per share data) December 31, 2024 2023 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Trade payables $ 5,022 $ 5,069 Employees and payroll accruals 1,332 2,034 Deferred revenue 1,248 1,504 Current maturities of operating leases liability 858 1,296 Earnout liability 608 576 Other current liabilities 1,157 1,316 Total current liabilities 10,225 11,795 LONG-TERM LIABILITIES Earnout liability ‐ 2,716 Deferred revenues 1,324 1,506 Non-current operating leases liability 22 607 Other long-term liabilities 67 58 Total long-term liabilities 1,413 4,887 Total liabilities 11,638 16,682 COMMITMENTS AND CONTINGENT LIABILITIES Shareholders’ equity: Ordinary share of NIS 1.75 par value-Authorized: 25,000,000 shares at December 31, 2024 and 17,142,857 at December 31, 2023; Issued: 9,382,801 and 9,161,798 shares at December 31, 2024 and December 31, 2023, respectively; Outstanding: 8,808,143 and 8,587,140 shares as of December 31, 2024 and December 31, 2023 respectively (1) 4,590 4,487 Additional paid-in capital 282,287 281,109 Treasury Shares at cost, 574,658 ordinary shares at December 31, 2024 and December 31, 2023 ( 3,203 ) ( 3,203 ) Accumulated deficit ( 264,825 ) ( 235,883 ) Total shareholders’ equity 18,849 46,510 Total liabilities and shareholders’ equity $ 30,487 $ 63,192 The accompanying notes are an integral part of these consolidated financial statements. (1) Reflects one-for-seven reverse share split that became effective on March 15, 2024. See Note 9a to the consolidated financial statements. F - 5 LIFEWARD LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS U.S. dollars in thousands (except share and per share data) Year ended December 31, 2024 2023 2022 Revenue $ 25,663 $ 13,854 $ 5,511 Cost of revenue 17,447 9,401 3,606 Gross profit 8,216 4,453 1,905 Operating expenses: Research and development, net 4,625 4,148 4,031 Sales and marketing 17,949 13,922 9,842 General and administrative 5,195 9,995 7,134 Impairment charges 9,794 - - Total operating expenses 37,563 28,065 21,007 Operating loss ( 29,347 ) ( 23,612 ) ( 19,102 ) Financial income, net 448 1,467 * ) Loss before income taxes ( 28,899 ) ( 22,145 ) ( 19,102 ) Taxes on income (benefit) 43 ( 12 ) 467 Net loss $ ( 28,942 ) $ ( 22,133 ) $ ( 19,569 ) Net loss per ordinary share, basic and diluted $ ( 3.33 ) $ ( 2.59 ) $ ( 2.20 ) Weighted average number of shares used in computing net loss per ordinary share, basic and diluted (1) 8,691,271 8,531,294 8,911,256 The accompanying notes are an integral part of these consolidated financial statements. *) Represents an amount lower than $1. (1) Reflects one-for-seven reverse share split that became effective on March 15, 2024. See Note 9a to the consolidated financial statements. F - 6 LIFEWARD LTD. AND SUBSIDIARIES STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY U.S. dollars in thousands (except share data) Ordinary Share Additional paid-in Treasury Accumulated Total shareholders’ Number (1) Amount capital Shares deficit equity Balance as of December 31, 2021 8,925,722 4,661 278,903 ‐ ( 194,181 ) 89,383 Share-based compensation to employees and non-employees ‐ ‐ 993 ‐ ‐ 993 Issuance of ordinary shares upon vesting of RSUs by employees and non-employees 77,620 39 ( 39 ) ‐ ‐ ‐ Treasury shares at cost ( 419,029 ) ( 211 ) ‐ ( 2,431 ) ‐ ( 2,642 ) Net loss ‐ ‐ ‐ ‐ ( 19,569 ) ( 19,569 ) Balance as of December 31, 2022 8,584,313 $ 4,489 $ 279,857 $ ( 2,431 ) $ ( 213,750 ) $ 68,165 Share-based compensation to employees and non-employees ‐ ‐ 1,328 ‐ ‐ 1,328 Issuance of ordinary shares upon vesting of RSUs by employees and non-employees 158,456 76 ( 76 ) ‐ ‐ ‐ Treasury shares at cost ( 155,629 ) ( 78 ) ‐ ( 772 ) ‐ ( 850 ) Net loss ‐ ‐ ‐ ‐ ( 22,133 ) ( 22,133 ) Balance as of December 31, 2023 8,587,140 4,487 281,109 ( 3,203 ) ( 235,883 ) 46,510 Share-based compensation to employees and non-employees ‐ ‐ 1,281 ‐ ‐ 1,281 Issuance of ordinary shares upon vesting of RSUs by employees and non-employees 221,003 103 ( 103 ) ‐ ‐ ‐ Net loss ‐ ‐ ‐ ‐ ( 28,942 ) ( 28,942 ) Balance as of December 31, 2024 8,808,143 4,590 282,287 ( 3,203 ) ( 264,825 ) 18,849 (1) Reflects one-for-seven reverse share split that became effective on March 15, 2024. See Note 9a to the consolidated financial statements. The accompanying notes are an integral part of these consolidated financial statements. F - 7 LIFEWARD LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands Year ended December 31, 2024 2023 2022 Cash flows used in operating activities: Net loss $ ( 28,942 ) $ ( 22,133 ) $ ( 19,569 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 494 239 202 Amortization of intangible assets 3,347 1,608 - Impairment of intangible and tangible assets 9,794 - - Share-based compensation 1,281 1,328 993 Deferred taxes - - 316 Remeasurement of earnout liability ( 2,684 ) ( 315 ) - Interest income - ( 11 ) - Exchange rate fluctuations ( 34 ) ( 45 ) 79 Changes in assets and liabilities: Trade receivables, net ( 2,884 ) ( 311 ) ( 408 ) Prepaid expenses, operating lease right-of-use assets and other assets 1,383 ( 531 ) 94 Inventories ( 920 ) ( 277 ) ( 117 ) Trade payables ( 47 ) 1,037 566 Employees and payroll accruals ( 702 ) ( 14 ) 140 Deferred revenues ( 438 ) ( 269 ) ( 34 ) Operating lease liabilities and other liabilities ( 1,366 ) ( 973 ) ( 153 ) Net cash used in operating activities ( 21,718 ) ( 20,667 ) ( 17,891 ) Cash flows used in investing activities: Acquisition of a business, net of cash acquired - ( 18,068 ) - Purchase of property and equipment - ( 81 ) ( 25 ) Net cash used in investing activities - ( 18,149 ) ( 25 ) C ash flows used in financing activities: Purchase of treasury shares - ( 992 ) ( 2,500 ) Net cash used in financing activities - ( 992 ) ( 2,500 ) Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash 34 45 ( 79 ) Decrease in cash, cash equivalents, and restricted cash ( 21,684 ) ( 39,763 ) ( 20,495 ) Cash, cash equivalents, and restricted cash at beginning of period 28,792 68,555 89,050 Cash, cash equivalents, and restricted cash at end of period $ 7,108 $ 28,792 $ 68,555 The accompanying notes are an integral part of these consolidated financial statements. F - 8 LIFEWARD LTD. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS U.S. dollars in thousands Year ended December 31, 2024 2023 2022 Supplemental disclosures of non-cash flow information Classification of inventory to property and equipment, net $ 404 $ 481 $ 67 Amounts related to shares re-purchase not yet paid $ - $ - $ 142 ROU assets obtained from lease liabilities $ 193 $ 513 $ - Supplemental disclosures of cash flow information: Cash paid (received) for income taxes $ ( 7 ) $ 126 $ 113 Cash received from interest $ 654 $ 1,341 - Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows Cash and cash equivalents $ 6,746 $ 28,083 $ 67,896 Restricted cash included in other long-term assets $ 362 $ 709 $ 659 Total Cash, cash equivalents, and restricted cash $ 7,108 $ 28,792 $ 68,555 The accompanying notes are an integral part of these consolidated financial statements. F - 9 LIFEWARD LTD. AND SUBSIDIARIES Notes to Consolidated Financial Statements U.S. dollars in thousands NOTE 1:- GENERAL a. Lifeward Ltd. (“LL,” and together with its subsidiaries, the “Company”) was originally incorporated under the laws of the State of Israel on June 20, 2001, and commenced operations on the same date under the name Argo Medical Technologies Ltd. This name was later changed to ReWalk Robotics Ltd. on June 18, 2014. On January 29, 2024, the Company announced that it had rebranded as Lifeward, with each subsidiary of LL renamed to reflect the new corporate identity. The Company officially changed its name to Lifeward Ltd. on September 10, 2024. b. LL has three wholly owned (directly and indirectly) subsidiaries: (i) Lifeward Inc. (“LI”) originally incorporated under the laws of Delaware on February 15, 2012 under the name of ReWalk Robotics, Inc., (ii) Lifeward GMBH (“LG”) originally incorporated under the laws of Germany on January 14, 2013 under the name of ReWalk Robotics GMBH, and (iii) Lifeward CA, Inc. ( “LCAI”) originally incorporated in Delaware on October 21, 2004 under the name of Gravus, Inc., which was later changed to AlterG, Inc. on June 30, 2005. c. The Company is a medical device company that designs, develops, and commercializes life-changing solutions that span the continuum of care in physical rehabilitation and recovery, delivering proven functional and health benefits in clinical settings as well as in the home and community. The Company’s initial product offerings were the ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury (collectively, the “SCI Products”). These devices are robotic exoskeletons that are designed for individuals with paraplegia that use the Company’s patented tilt-sensor technology and an on-board computer and motion sensors to drive motorized legs that power movement. These SCI Products allow individuals with spinal cord injury the ability to stand and walk again during everyday activities at home or in the community. The Company has sought to expand its product offerings beyond the SCI Products through internal development and distribution agreements. The Company has developed its ReStore Exo-Suit device (the “ReStore”), which it began commercializing in June 2019. The ReStore is a powered, lightweight soft exo-suit intended for use during the rehabilitation of individuals with lower limb disabilities due to stroke. In the second quarter of 2020, the Company signed an agreement to distribute product lines in the United States, one of which we later discontinued. The Company is the exclusive distributor of the MYOLYN MyoCycle FES Pro cycles to U.S. rehabilitation clinics and for the MyoCycle Home cycles available to U.S. veterans through the Veterans Health Administration (“VHA”) hospitals. The Company made its first acquisition to supplement its internal growth when it acquired AlterG, Inc., a leading provider of anti-gravity systems for use in physical and neurological rehabilitation. The Company paid a cash purchase price of approximately $ 19 million at closing and additional cash earnouts may be paid based upon a percentage of AlterG’s revenue growth over the two years following the closing. The AlterG anti-gravity systems use patented, NASA-derived Differential Air Pressure (“DAP”) technology to reduce the effects of gravity and allow people to rehabilitate with finely calibrated support and reduced pain. The Company will continue to evaluate other products for distribution or acquisition that can broaden its product offerings further to help individuals with neurological injury and disability. On August 11, 2023, pursuant to an Agreement and Plan of Merger among LI, AlterG, Inc., Atlas Merger Sub, Inc., a wholly owned subsidiary of AlterG, Inc. (“Merger Sub”), and Shareholder Representative Services LLC, dated August 8, 2023, LI acquired AlterG, Inc. and AlterG, Inc. became a wholly owned subsidiary of the Company. With the rebranding of the Company, AlterG, Inc. was renamed as LCAI. For accounting purposes, LI was considered the acquirer and AlterG, Inc. was considered the acquiree. The acquisition was accounted for using the acquisition method of accounting. See Note 5 for additional information. F - 10 The Company markets and sells its products directly to institutions and individuals and through third-party distributors. The Company sells its products directly primarily in the United States and Germany, through a combination (depending on the product line) of direct sales and distributors in Germany, Canada, and Australia, and primarily through distributors in other markets. In its direct markets, the Company has established relationships with clinics and rehabilitation centers, professional and college sports teams, and individuals and organizations in the spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships. d. The Company depends on one contract manufacturer to manufacture the ReWalk and the ReStore products in its portfolio, Sanmina. Reliance on this vendor makes the Company vulnerable to possible capacity constraints and reduces control over component availability, delivery schedules, manufacturing yields and costs. Starting in January 2025, the Company signed a contract with Cirtronics’ Corporation to manufacture and assembly of our AlterG products. e. The Company has incurred losses since inception and expects to continue to incur losses for the foreseeable future. The Company’s accumulated deficit as of December 31, 2024 was $ 264.8 million and negative cash flows from operating activities during the year ended December 31, 2024 was $ 21.7 million. The Company’s cash and cash equivalent on December 31, 2024 totalled $ 6.7 million. As of December 31, 2024, the Company’s cash and cash equivalents position is not sufficient to fund the Company’s planned operations for at least a year beyond the date of the filing date of the consolidated financial statements. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due. The current cash balance, historical trend of cash used in operations and lack of certainty regarding a future capital raise, raises substantial doubt about our ability to continue as a going concern for the next twelve months from the date of issuance of these financial statements. The inability to borrow or raise sufficient funds on commercially reasonable terms, would have serious consequences on our financial condition and results of operations. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The consolidated financial statements for the year ended December 31, 2024 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”), applied on a consistent basis, as follows: a. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information available at the time they are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company’s management evaluates estimates, including those related to inventories, fair values of share-based awards, contingent liabilities, provision for warrant and allowance for credit losses. Such estimates are based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. F - 11 b. Financial Statements in U.S. Dollars: The functional currency is the currency that best reflects the economic environment in which the Company and its subsidiaries operate and conduct their transactions. Most of the Company’s revenues and costs are incurred in U.S. dollar. In addition, the Company’s financing activities are incurred in U.S. dollars. The Company’s management believes that the dollar is the primary currency of the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s and its subsidiary's functional and reporting currency. Accordingly, monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars in accordance with ASC 830 “Foreign Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the consolidated statements of operations as financing income or expenses as appropriate. c. Principles of Consolidation: The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances have been eliminated upon consolidation. d. Cash Equivalents: Cash equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or less, at the date acquired. e. Inventories: Inventories are stated at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Inventory write-offs are provided to cover risks arising from slow-moving items or technological obsolescence. The Company periodically evaluates the ability to realize the value of inventory based on a combination of factors, including the quantities on hand relative to historical, current, and projected sales volume. Purchasing requirements and alternative usage are explored within these processes to mitigate inventory exposure. Based on this evaluation, an impairment charge is recorded when required to write-down inventory to its net realized value. Any write-off is recognized in the consolidated statements of operations as cost of revenues. Cost is determined as follows: Finished products - based on raw materials and manufacturing costs on an average basis. Raw materials - The weighted average cost method. f. Property and Equipment: Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets at the following annual rates: Percentage of Original Cost Computer equipment 20 - 33 % (mainly 33) Office furniture and equipment 6 – 10 % (mainly 10) Machinery and laboratory equipment 15 % Field service units 20 - 50 % Leasehold improvements Over the shorter of the lease term or estimated useful life g. Business Combinations The Company accounts for business combinations in accordance with ASC 805, “Business Combinations” (“ASC 805”). For business combinations accounted for under the acquisition method, ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. The Company determines the recognition of intangible assets based on the following criteria: (i) the intangible asset arises from contractual or other rights; or (ii) the intangible asset is separable or divisible from the acquired entity and capable of being sold, transferred, licensed, returned or exchanged. F - 12 The excess of the fair value of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill. Determining the fair value of the identifiable assets and liabilities requires management to use significant judgment and estimates including the forecasted revenue and revenues growth rates, discount rates, customer contract renewal rates and customer attrition rates. The process of estimating the fair values requires significant estimates, especially with respect to intangible assets. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involves a significant degree of judgment. Acquisition related costs include legal fees, consulting and success fees, and other non-recurring integration related costs. Acquisition-related costs are expensed as incurred. h. Goodwill and Other Intangibles For business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill. The Company has no indefinite-lived intangible assets other than goodwill. Acquired identifiable finite-lived intangible assets include identifiable acquired technology, customer relationships, trademarks and backlog and are amortized on a straight-line basis over the estimated useful lives of the assets. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets. Goodwill is not amortized and is tested for impairment at least annually. The Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices of the Company’s stock in active markets. The Company tests goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable. When testing goodwill for impairment, the Company may first perform a qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative analysis. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value, the Company recognizes an impairment of goodwill for the amount of this excess. As of December 31, 2024 and 2023, no impairments of goodwill have been recognized. i. Impairment of Long-Lived Assets The Company’s long-lived assets, including right-of-use (“ROU”) assets and identifiable intangible assets that are subject to amortization, are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets (or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. In 2024, an impairment loss of $9.8 million was recorded. During the years ended December 31, 2023 and 2022, no impairment losses have been recorded. j. Restricted cash and Other long-term assets: Other long-term assets include long-term prepaid expenses and restricted cash deposits for offices and cars leasing based upon the term of the remaining restrictions. F - 13 k. Treasury shares The Company repurchased its ordinary shares and holds them as treasury shares. The Company presents the cost to repurchase treasury shares as a reduction of shareholders’ equity. l. Revenue Recognition: The Company generates revenues from sales of products. The Company sells its products directly to end customers and through distributors. The Company sells its products to clinics and rehabilitation centres, professional and college sports teams, private individuals (who finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), and distributors. The Company recognizes revenue in accordance with ASC 606, “Revenue Recognition” when, or as, control of the promised good or service is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company applies the following five steps: 1. Identify the contract with a customer The Company generally considers a purchase order or a signed quote to be a contract with a customer. In evaluating the contract with a customer, the Company analyses the customer’s intent and ability to pay the amount of promised consideration (credit risk) and considers the probability of collecting substantially all of the consideration. 2. Identify the performance obligations in the contract At a contract’s inception, the Company assesses the goods or services promised in a contract with a customer and identifies the performance obligations. 3. Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products or services to the customer. Determining the transaction price requires of level judgment, which is discussed by revenue category in further detail below. The Company does not offer extended payment terms beyond one year to customers and has chosen to apply the practical expedient, opting not to evaluate payment terms of one year or less for the existence of a significant financing component. 4. Allocate the transaction price to performance obligations in the contract If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis. 5. Recognize revenue when or as the Company satisfies a performance obligation Revenue is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control either transfers over time or at a point in time, which affects when revenue is recorded. The Company has elected to apply the practical expedient for financing component for transactions in which the difference between the payment date and the revenue recognition timing is up to 12 months. Disaggregation of Revenue (in thousands): Year Ended December 31, 2024 2023 2022 Product $ 19,920 $ 10,681 $ 4,175 Rental 2,557 1,033 859 Service and warranty 3,186 2,140 477 Total Revenues $ 25,663 $ 13,854 $ 5,511 F - 14 Product revenue Revenue from Products is comprised of sale of Anti-Gravity products, sale of systems products to rehabilitation facilities and sale of ReWalk Personal Exoskeleton systems to end users. Revenues generated from the sale of Products are recognized at a point in time, once the customer has obtained the legal title to the items purchased. For systems sold to rehabilitation facilities, the Company includes insignificant training and considers the elements in the arrangement to be a single performance obligation. Therefore, the Company recognizes revenue for the system only when control is transferred after delivery and when the training has been completed, in accordance with the agreements terms with the customer. For sales of ReWalk Personal Exoskeleton systems to end users, and for sales of ReWalk Personal or ReWalk Rehabilitation Exoskeleton systems to third party distributors, the Company does not provide training to the end user as this training is completed by the rehabilitation center or by the distributor that have previously completed the ReWalk Training program. Therefore, the Company recognizes revenue in such sales upon delivery. Payment terms between the Company and its payors typically range between 30 to 45 days, depending on the type of payer, country of sale, and the products or services offered. However, for CMS, payments may take up to twelve months. The Company generally does not grant a right of return for its products. In rare circumstances when the Company provides a right of return for its products, the Company records reductions to revenue for expected future product returns based on the Company’s historical experience and estimates. During 2024, the Company offered five products: (1) ReWalk Personal Exoskeletons, (2) ReWalk Rehabilitation Exoskeleton, (3) ReStore, (4) AlterG Anti-Gravity systems, (5) MyoCycle. ReWalk Personal and ReWalk Rehabilitation are SCI Products, which are currently designed for everyday use by paraplegic individuals at home and in their communities. SCI Products are custom fitted for each user, as well as for use by paraplegic patients in the clinical rehabilitation environment, where they provide individuals access to valuable exercise and therapy. ReWalk Rehabilitation is a ReWalk Personal product sold with multiple sizes of our adjustable parts to allow different users the ability to train within a clinic. With the recent establishment of a Medicare reimbursement pathway for the ReWalk product, the Company includes variable consideration when, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. The Company reassesses variable consideration at each reporting period and, if necessary, these estimates are adjusted to reflect the anticipated amounts to be collected when those facts and circumstances become known. The AlterG Anti-Gravity systems are used in physical and neurological rehabilitation and athletic training, both domestically and internationally. This transformative technology uses patented, NASA-derived DAP technology to reduce the effects of gravity and allow people to move with finely calibrated support and reduced pain. The ReStore is a powered, lightweight soft exo-suit intended for use in the rehabilitation of individuals with lower limb disability due to stroke in the clinical rehabilitation environment. The Company also sells the MyoCycle, which uses Functional Electrical Stimulation (“FES”) technology, in the United States for use at home or in clinic. Rental revenue Rental revenue for the AlterG Anti-Gravity systems is accounted for under ASC Topic 842, Leases. The Company rents its products to customers for a fixed monthly fee over the rental term, which typically ranges from 2 to 3 years. Rental revenues are recorded as earned on a monthly basis. See Note 2x for additional information. F - 15 For the SCI Products, the Company also offers a rent-to-purchase model in which the Company recognizes revenue ratably according to the agreed rental monthly fee for a limited period prior to selling its products. Service and warranties The Company services its products after expiration of the initial warranty. Service revenue, consisting of time and materials to perform the repairs, is recorded as services are rendered, as the customers consume the benefits over the service term. Warranties are classified as either an assurance type or a service type warranty. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended for a limited period of time. An assurance type warranty is not accounted for as a separate performance obligation under the revenue model. SCI Products generally include a five -year warranty . The first two years are considered as an assurance type warranty and the additional period is considered an extended service arrangement, which is a service type warranty. A service type warranty is either sold with a unit or separately for a unit for which the warranty has expired. A service type warranty is accounted as a separate performance obligation and revenue is recognized ratably over the life of the warranty as the customer consume the benefit over the service term. With the recent establishment of a Medicare reimbursement pathway, the Company offers its SCI Products to qualified Medicare beneficiaries with a two-year assurance type warranty, consistent with the coverage decision by CMS. For AlterG Anti-Gravity Products, the Company offers customers extended warranty contracts that extend or enhance the technical support, parts, and labor coverage offered as part of the base warranty included with the Anti-Gravity system products. Extended warranty revenue is recognized ratably over the extended warranty coverage period. The Company offers a one-year assurance type warranty to customers in the U.S. and two years assurance type warranty for spare parts only to its international distributors. For these products, the Company determines standalone selling price based on the price at which the performance obligation is sold separately. The ReStore device is sold with a two-year warranty which is considered as assurance type warranty. The MyoCycle FES cycles are sold with assurance type warranty offered by the manufacturer, MYOLYN, ranging between three years to ten years, depending on the specific product and part. Contract balances (in thousands): December 31, December 31, 2024 2023 Trade receivable, net of credit losses (1) $ 6,004 $ 3,120 Deferred revenues (1) (2) $ 2,572 $ 3,010 (1) Balance presented net of unrecognized revenue that was not yet collected. (2) $ 1.7 million of the December 31, 2023 deferred revenue balance was recognized as revenue during the year ended December 31, 2024. Accounts Receivable — Billed — Billed accounts receivables include all outstanding invoices to customers, as well as amounts allowed to be billed according to contractual billing terms with customers. Accounts Receivable — Unbilled — Unbilled accounts receivables are recorded when revenue recognition criteria is met prior to contractual billing terms being met. Deferred revenue which represent a contract liability, include unearned amounts related to service type warranty obligations as well as other advances and payments which the Company received from customers prior to satisfying the performance obligation, for which revenue has not yet been recognized. The Company's unearned performance obligations as of December 31, 2024 and the estimated revenue expected to be recognized in the future related to the service type warranty amounts to $2.8 million, which will be fulfilled over one to five years. F - 16 m. Accounting for Share-Based Compensation: The Company accounts for share-based compensation in accordance with ASC 718, “Compensation-Stock Compensation” (“ASC 718”). ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an Option-Pricing Model (“OPM”). The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s consolidated statements of operations. The Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service period of each of the awards. The Company accounts for forfeitures as they occur. The Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its share-option awards. The option-pricing model requires a number of assumptions, of which the most significant are the fair market value of the underlying ordinary share, expected share price volatility and the expected option term. Expected volatility is calculated based on actual historical stock price movements over the most recent periods ending on the grant date, equal to the expected term of the options. The expected option term is determined based on the simplified method, as adequate historical experience is not available to provide a reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable estimate of the expected term. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The Company has historically not paid dividends and has no foreseeable plans to pay dividends. The fair value of Restricted Stock Units (“RSUs”) granted is determined based on the price of the Company’s ordinary shares on the date of grant. The Company accounts for options granted to consultants and other service providers under ASC 718. The fair value of these options was estimated using a Black-Scholes-Merton option-pricing model. F - 17 n. Warrants to Acquire Ordinary Shares: During the twelve months ended December 31, 2024, 2023, and 2022, the Company did not issue any warrants. The Company assessed the warrants pursuant to ASC 480 “Distinguishing Liabilities from Equity” and ASC 815 “Derivatives and Hedging” and determined that the warrants should be accounted for as equity and not as a derivative liability. Refer to Note 9f for additional information. o. Research and Development Costs: Research and development costs are charged to the consolidated statement of operations as incurred and are presented net of the amount of any grants the Company received for research and development in the period in which the grant was received. p. Income Taxes The Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”), using the liability method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are more likely-than-not to be realized. ASC 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits in its taxes on income. As of December 31, 2024, and 2023, the Company did not identify any significant uncertain tax positions. q. Warranty provision: For assurance-type warranty, the Company records a provision for the estimated cost to repair or replace products under warranty at the time of sale. Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair. US Dollars in thousands Balance at December 31, 2023 $ 348 Provision 825 Usage ( 781 ) Balance at December 31, 2024 $ 392 r. Concentrations of Credit Risks: Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and trade receivables. The Company’s cash and cash equivalents are deposited in major banks in Israel, the United States and Germany. Such deposits in the United States may be in excess of insured limits and are not insured in other jurisdictions. The Company maintains cash and cash equivalents with diverse financial institutions and monitors the amount of credit exposure to each financial institution. The bank deposits are held in financial institutions which management believes are institutions with high credit standing, and accordingly, minimal credit risk from geographic or credit concentration exists with respect to these deposits. F - 18 The below table reflects the concentration of credit risk for the Company’s current customers as of December 31, 2024 and 2023, to which substantial sales were made. Concentration of credit risk with respect to trade receivable is primarily limited to a customer to which the Company makes substantial sales. December 31, 2024 2023 Customer A 40 % - The allowance for credit losses is based on the Company's assessments of factors that may affect a customer's ability to pay. The Company regularly reviews the adequacy of the allowance for credit losses based on a combination of factors, including an assessment of the current customer's aging balance, the nature and size of the customer, the financial condition of the customer, and the amount of any receivables in dispute. The Company does not have any off-balance sheet credit exposure related to its customers. As of December 31, 2024, and 2023 trade receivables are presented net of $ 160 thousand and $ 328 thousand allowance for credit losses, respectively. s. Accrued Severance Pay: Pursuant to Israel’s Severance Pay Law, Israeli employees are entitled to severance pay equal to one month’s salary for each year of employment, or a portion thereof. All of the employees of the LL elected to be included under section 14 of the Severance Pay Law, 1963 (“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33 % of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and liabilities are not presented in the balance sheet. Total Company’s expenses related to severance pay amounted to $ 126 thousand, $ 114 thousand and $ 113 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. t. Fair Value Measurements: Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three -tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based upon the lowest level of input that is significant to the fair value calculation. The three -tiers are defined as follows: ▪ Level 1. Observable inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; ▪ Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and ▪ Level 3. Unobservable inputs for which there is little or no market data requiring the Company to develop its own assumptions. The carrying amounts of cash and cash equivalents, short term deposits, trade receivables and trade payables approximate their fair value due to the short-term maturity of such instruments. F - 19 The following tables present information about the Company’s financial assets and liabilities that are measured in fair value on a recurring basis as of December 31, 2024 and December 31, 2023 (in thousands): Fair value measurements as of Description Fair Value Hierarchy December 31, 2024 December 31, 2023 Financial assets: Money market funds included in cash and cash equivalent Level 1 $ 2,697 $ 2,550 Treasury bills included in cash and cash equivalent Level 1 $ - $ 2,525 Total Assets Measured at Fair Value $ 2,697 $ 5,075 Financial Liabilities: Earnout Level 3 $ 608 $ 3,292 Total liabilities measured at fair value $ 608 $ 3,292 The Company classifies cash equivalents within Level 1, because the Company uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair values. The estimated fair value of the earnout is determined using Level 3 inputs. Inherent in a Monte Carlo simulation analysis are assumptions related to projected revenues, expected term, volatility, annual revenue yield and interest rate. The interest rate is based on the U.S. Technology B bond yield. The following table summarizes the earnout liability activity as of December 31, 2024 (in thousands): Earnout Balance December 31, 2023 $ 3,292 Change in fair value $ ( 2,684 ) Balance December 31, 2024 $ 608 The estimated fair value of the asset group, is part of an impairment assessment, is determined using Level 3 inputs, by applying both a market and cost approach, which we believe most accurately reflects a market participant's viewpoint in assessing its value. u. Basic and Diluted Net Loss Per Share: Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of ordinary shares outstanding during the period. Diluted loss per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus dilutive potential shares considered outstanding during the period. v. Contingent liabilities The Company accounts for its contingent liabilities in accordance with ASC 450, “Contingencies.” A provision is recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. w. Government grants Royalty and non-royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) of the Ministry of Economy and Industry in Israel for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred, and are presented as a reduction from research and development expenses (see Note 8c). F - 20 x. Lessee At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. Operating lease liabilities and their corresponding right-of-use assets are recorded at commencement date based on the present value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required for items, such as initial direct costs paid or incentives received. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Leases with an initial term of 12 months or less are not recorded on the balance sheet. Lessor accounting - Operating leases A portion of the AlterG rental revenues for the AlterG Anti-Gravity systems are made through lease arrangements. AlterG products are available for lease agreements ranging from 12 to 42 months. If the customer terminates the contract during the lease period, they are required to pay a cancellation fee. The lease period may be extended by an additional period as specified in the contract. In determining the leases classification as a sales type or operating lease, the Company assesses, among other criteria: (i) the lease term to determine if it is for the major part of the economic life of the underlying equipment; and (ii) the present value of the lease payments to determine if they are equal to or greater than substantially all of the fair market value of the equipment at the inception of the lease AlterG Anti-Gravity systems. When these criteria are not met, the lease accounted for as operating leases and revenues are recognized over the term of the lease. Under these arrangements, when the Company acts as the lessor for its product line, the Company accounted for the lease arrangements as operating leases in accordance with ASC 842, “Lease” (“ASC 842”). The total rental revenue for the AlterG Anti-Gravity Products has amounted to $ 719 thousand for the years ended December 31, 2024 and $ 249 thousand from the time of acquisition through December 31, 2023. y. New Accounting Pronouncements Recently Implemented Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280, “Segment Reporting” on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance effective January 1, 2024 retrospectively to all periods presented in financial statements. For additional information see Note 13 of these consolidated financial statements. F - 21 Recent Accounting Pronouncements Not Yet Adopted i. In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures, most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024 on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impact of the adoption of this standard. ii. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. NOTE 3:- PREPAID EXPENSES AND OTHER CURRENT ASSETS The components of prepaid expenses and other current assets are as follows (in thousands): December 31, 2024 2023 Government institutions $ 289 $ 253 Prepaid expenses 1,046 1,227 Advances to vendors - 139 Other assets 289 747 $ 1,624 $ 2,366 NOTE 4:- INVENTORIES The components of inventories are as follows (in thousands): December 31, 2024 2023 Finished products $ 3,580 $ 3,157 Raw materials 3,143 2,496 $ 6,723 $ 5,653 During the twelve months ended December 31, 2024, 2023, and 2022, the Company recognized, at cost of revenues, reserves for excess and obsolete in the amount of $ 981 thousand, $ 398 thousand, and $ 502 thousand, respectively. NOTE 5:- BUSINESS COMBINATION On August 11, 2023, pursuant to an Agreement and Plan of Merger, dated August 8, 2023, among LI, AlterG, Inc., Merger Sub, and Shareholder Representative Services LLC, the Company acquired AlterG, Inc., which became a wholly owned subsidiary of the Company. Following the acquisition and rebranding, AlterG, Inc. was renamed LCAI. LCAI develops, manufactures, and markets Anti-Gravity systems for use in physical and neurological rehabilitation and athletic training, both in the United States and internationally. The aggregate purchase price was a total of $ 19.0 million in cash, subject to working capital and other customary purchase price adjustments. Additional cash earnouts may be paid based upon a percentage of AlterG’s future revenue growth over the next two years subject to working capital and other customary purchase price adjustments. The total consideration transferred is as follows (in thousands): Cash $ 18,493 Earnout payments $ 3,607 Total consideration $ 22,100 F - 22 Earnout payments The Company will pay an amount of cash equal to 65% of the amount, if any, by which AlterG revenue attributable to the first 12 months period exceeds revenue target (“first earnout payment"), and an amount in cash equal to 65% of the amount, if any, by which AlterG revenue attributable to the following 12 months period exceeds the revenue from the first 12 month period (“second earnout payment"). At the date of acquisition, management estimated fair value of the earnout payment based on the actual up to date performance of the acquired entity and the probability of the earn out payment occurrence to be at approximately $ 3.6 million. The Earn-out was accounted for as a liability and will be remeasured at each reporting period through the consolidated statement of operations. As the revenue target for the first earnout payment was not met, no earnout payment was made for the first earnout period. The Company has accounted for the AlterG acquisition as a business combination. The Company has allocated the purchase price of approximately $ 22.1 million fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill. The following table summarizes the fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands): Cash and cash equivalent $ 478 Restricted cash 51 Accounts receivable 1,773 Inventory 3,330 Prepaid expenses and other current assets 470 Right of use asset 1,151 Property and equipment, net 827 Other non-current assets 30 Goodwill 7,538 Intangible assets 14,133 Accounts payable ( 2,082 ) Accrued compensation ( 766 ) Other accrued liabilities ( 1,059 ) Deferred revenue ( 2,088 ) Warranty Obligations ( 535 ) Leases Liability ( 1,151 ) Total purchase consideration $ 22,100 The following table presents the details of the intangible assets acquired at the date of AlterG acquisition (in thousands): Estimated Estimated Useful Life Fair Value (Years) Trademark $ 795 3 Technology 6,161 4 Customer relationship - Warranty 201 2 Customer relationship - Rental 2,102 4 Customer relationship - Distribution 4,578 5 Backlog 296 1 F - 23 Under the purchase price allocation, the Company allocates the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the estimates of their fair values. The fair values for the intangible assets acquired were based on significant inputs that are not observable in the market and thus represent a Level 3 measurement in the fair value hierarchy. Customer relationships, distributor relationships, backlog, trademark and developed technology were valued using the income approach, based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The discounted cash flow analyses factor in assumptions on revenue and expense growth rates including estimates of customer growth and attrition rates, distributor growth and attrition rates, technology obsolescence, and relief from royalty projections. Additionally, these discounted cash flow analyses factor in expected amounts of working capital, fixed assets, assembled workforce and cost of capital for each intangible asset. The Company incurred acquisition-related costs of $ 2.5 million included in General and administrative costs. The table below presents the unaudited pro forma revenue and earnings of the combined business as if the acquisition had occurred as of January 1, 2022 (in thousands): Twelve Months Ended December 31, 2023 (Unaudited) 2022 (Unaudited) Revenues $ 24,923 $ 25,307 Net loss $ ( 21,761 ) $ ( 28,369 ) The total revenues and net loss of AlterG, included in the consolidated statement of operations, since the acquisition date through December 31, 2023, amounted to $ 7,658 thousand and $ 249 thousand, respectively. The pro forma financial information for all periods presented above has been calculated after adjusting the results of AlterG to reflect the business combinations accounting effects resulting from these acquisitions. These proforma results reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment and intangible asset occurred at the beginning of the period, along with consequential tax effects. The unaudited pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combinations been completed on January 1, 2022, nor it is necessarily indicative of future results of operations of the combined company. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies resulting from the acquisition. NOTE 6:- GOODWILL AND OTHER INTANGIBLE ASSETS, NET The Company has $ 7.5 million of goodwill related to its purchase of AlterG in the third quarter of fiscal year 2023, which has an indefinite life, and is not deductible for tax purposes. As of December 31, 2024, the components of, and changes in, the carrying amount of intangible assets, net, were as follows (in thousands): Cost December 31, 2024 Accumulated Amortization December 31, 2024 Impairment Intangible Assets, Net Trademark 795 ( 369 ) ( 426 ) - Technology 6,161 ( 2,144 ) ( 4,017 ) - Customer relationship - Warranty 201 ( 140 ) ( 61 ) - Customer relationship - Rental 2,102 ( 732 ) ( 1,370 ) - Customer relationship - Distribution 4,578 ( 1,274 ) ( 3,304 ) - Backlog 296 ( 296 ) - - Total Amortized Intangible Assets 14,133 ( 4,955 ) ( 9,178 ) - During the years ended December 31, 2024 and 2023 the Company recorded amortization expense in the amounts of $ 3.3 million and $ 1.6 million, respectively. In the fourth quarter of 2024, the Company identified indicators of impairment related to certain acquired intangible assets, primarily due to lower-than-expected financial performance. Following an impairment analysis, the Company recorded a non-cash impairment charge of $ 9.2 million related to customer relationships, acquired technology, and trademark. No impairment of intangible assets was recorded for the year ended December 31, 2023. F - 24 NOTE 7:- PROPERTY AND EQUIPMENT, NET The components of property and equipment, net are as follows (in thousands): December 31, 2024 2023 Cost: Computer equipment $ 1,690 $ 1,690 Office furniture and equipment 468 468 Machinery and laboratory equipment 621 621 Field service units 4,464 4,166 Leasehold improvements 658 658 $ 7,901 $ 7,603 December 31, 2024 2023 Accumulated depreciation 7,034 6,341 Property and equipment, net $ 867 $ 1,262 Depreciation expenses amounted to $ 494 thousand, $ 239 thousand, and $ 202 thousand for the years ended December 31, 2024, 2023 and 2022, respectively. In the fourth quarter of 2024, the Company recorded an impairment charge of $ 0.3 million related to the closure of its Fremont, California site. The impairment was due to the reduction in the expected future use of the assets at this location. No impairment charges were recorded for the year ended December 31, 2023. NOTE 8:- COMMITMENTS AND CONTINGENT LIABILITIES a. Purchase commitment: The Company has contractual obligations to purchase goods from its contract manufacturer as well as raw materials from different vendors. Purchase obligations do not include contracts that may be cancelled without penalty. As of December 31, 2024, non-cancellable outstanding obligations amounted to approximately $ 7.3 million. b. Operating lease commitment: (i) The Company operates from leased facilities in Israel, the United States and Germany, with leases expiring in 2025. A portion of the Company’s facilities leases is generally subject to annual changes in the Consumer Price Index (CPI). The changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred. (ii) LL and LG lease cars for their employees under c ancellable operating lease agreements expiring at various dates between 2025 and 2027 . A subset of the Company’s cars leases is considered variable. The variable lease payments for such cars leases are based on actual mileage incurred at the stated contractual rate. LL and LG have an option to be released from these agreements, which may result in penalties in a maximum amount of approximately $ 27 thousand as of December 31, 2024. F - 25 The Company’s future lease payments for its facilities and cars, which are presented as current maturities of operating leases and non-current operating leases liabilities on the Company’s consolidated balance sheets as of December 31, 2024 are as follows (in thousands): 2025 $ 894 2026 23 2027 2 Total lease payments 919 Less: imputed interest ( 39 ) Present value of future lease payments 880 Less: current maturities of operating leases 858 Non-current operating leases $ 22 Weighted-average remaining lease term (in years) 0.75 Weighted-average discount rate 9.28 % Total lease expenses for the years ended December 31, 2024, 2023 and 2022 were $ 1,295 thousand, $ 976 thousand, and $ 739 thousand, respectively. c. Royalties: The Company’s research and development efforts are financed, in part, through funding from the IIA. Since the Company’s inception through December 31, 2024, the Company received funding from the IIA in the total amount of $ 2.8 million. Out of the $ 2.8 million in funding from the IIA, a total amount of $ 1.6 million were royalty-bearing grants, $ 400 thousand was received in consideration of 209 convertible preferred A shares, which converted after the Company’s initial public offering in September 2014 into ordinary shares in a conversion ratio of 1 to 1 , while $ 806 thousand was received without future obligation. The Company is obligated to pay royalties to the IIA, amounting to 3 % of the sales of the products and other related revenues generated from such projects, up to 100 % of the grants received. The royalty payment obligations also bear interest at the SOFRPR rate. The obligation to pay these royalties is contingent on actual sales of the applicable products and in the absence of such sales, no payment is required. As of December 31, 2024, the Company paid royalties to the IIA in the total amount of $ 114 thousand. Royalties expenses in cost of revenue were $ 2 thousand, $ 17 thousand and $ 7 thousand, for the years ended December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, the contingent liability to the IIA amounted to $ 1.6 million. The Israeli Research and Development Law provides that know-how developed under an approved research and development program may not be transferred to third parties without the approval of the IIA. Such approval is not required for the sale or export of any products resulting from such research or development. The IIA, under special circumstances, may approve the transfer of IIA-funded know-how outside Israel. Additionally, the License Agreement requires the Company to pay Harvard University (“Harvard”) royalties on net sales, see Note 10 below for more information about the Collaboration Agreement (as defined below) and the License Agreement (as defined below). d. Liens As part of the Company’s restricted cash and other long-term assets, as of December 31, 2024, an amount of $ 362 thousand has been pledged as security in respect of a guarantee granted to a third party. Such deposit cannot be pledged to others or withdrawn without the consent of such third party. e. Legal Claims: Occasionally, the Company is involved in various claims such as product liability claims, lawsuits, regulatory examinations, investigations, and other legal matters arising, for the most part, in the ordinary course of business. While the outcome of any pending or threatened litigation and other legal matters is inherently uncertain, the Company does not believe the outcome of any of the matters will have a material adverse effect on the Company’s consolidated results of operation, liquidity or financial condition. F - 26 NOTE 9:- SHAREHOLDERS’ EQUITY a. Reverse share split: At the Company’s 2023 annual general meeting, the Company’s shareholders approved (i) a reverse share split within a range of 1:2 to 1:12, to be effective at the ratio and on a date to be determined by the Board of Directors, and (ii) amendments to the Company’s Articles of Association authorizing an increase in the Company’s authorized share capital (and corresponding authorized number of ordinary shares, proportionally adjusting such number for the reverse share split) so that the maximum number of authorized ordinary shares would be 120 million. In accordance with the shareholder approval, in early March 2024 the Board of Directors of the Company approved a one-for-seven reverse share split of the Company’s ordinary shares , reducing the number of the Company’s issued and outstanding ordinary shares from approximately 60.1 million pre-split shares to approximately 8.6 million post-split shares. The Company’s ordinary shares began trading on a split-adjusted basis on March 15, 2024. Additionally, effective at the same time, the total authorized number of ordinary shares of the Company was adjusted to 25 million post-split shares, the par value per share of the ordinary shares changed to NIS 1.75 and the authorized share capital of the Company changed from NIS 30,000,000 to NIS 43,750,000 . All share and per share data included in these consolidated financial statements give retroactive effect to the reverse share split for all periods presented. Upon the effectiveness of the reverse share split, every seven shares were automatically combined and converted into one ordinary share. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including all outstanding equity awards and warrants. No fractional shares were issued in connection with the reverse share split. Instead, all fractional shares (including shares underlying outstanding equity awards and warrants) were rounded down to the nearest whole number. b. Share option plans: On August 19, 2014, the Company’s board of directors adopted the Lifeward Ltd. 2014 Incentive Compensation Plan or the “Plan”. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, RSUs, cash-based awards, other stock-based awards and dividend equivalents to the Company’s and its affiliates’ respective employees, non-employee directors and consultants. Starting in 2014, the Company grants RSU as well to directors and employees under this Plan. An RSU award is an agreement to issue shares of the company’s ordinary shares at the time the award is vested. The options generally vest over four years, with certain options granted to non-employee directors vesting over one year. Any options or RSUs that were forfeited or canceled before expiration were previously available for future grants under the Plan; however, since the Plan has expired, no further grants can be made under it. As of December 31, 2024, no ordinary shares remained reserved, as the Company’s Plan expired on August 19, 2024, and a new plan has not yet been adopted as a replacement, as it has not been approved by the shareholders. As of December 31, 2023, the Company had reserved 145,560 ordinary shares, available for issuance to employees, directors, officers, and non-employees of the Company. This amount reflects the number of ordinary shares after the 1-for-7 reverse share split effected by the Company on March 15, 2024. A summary of employee and non-employee shares options activity during the fiscal year ended 2024 is as follows: Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (in thousands) Options outstanding at the beginning of the year 4,723 $ 259.73 4.39 $ - Granted - - - - Exercised - - - - Forfeited ( 150 ) 1340.84 - - Options outstanding at the end of the year 4,573 $ 187.94 3.47 $ - Options exercisable at the end of the year 4,573 $ 187.94 3.47 $ - F - 27 There were no options granted during the fiscal year ended December 31, 2024, 2023 and 2022. The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders, which hold options with positive intrinsic value, exercised their options on the last date of the exercise period. During the years ended December 31, 2024, 2023 and 2022, no options were exercised. A summary of employee and non-employee RSUs activity during the fiscal year ended 2024 is as follows: Number of shares underlying outstanding RSUs Weighted- average grant date fair value Unvested RSUs at the beginning of the year 538,885 6.07 Granted 14,740 4.80 Vested ( 221,003 ) 6.55 Forfeited ( 5,379 ) 6.51 Unvested RSUs at the end of the year 327,243 5.68 The weighted average grant date fair values of RSUs granted during the fiscal year ended December 31, 2024, 2023 and 2022, were $ 4.80 , $ 4.62 and $ 7.00 , respectively. Total fair value of shares vested during the year ended December 31, 2024, 2023 and 2022 were $ 1,447 thousand, $ 1,268 thousand, and $ 860 thousand, respectively. As of December 31, 2024, there were $1.5 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. This cost is expected to be recognized over a period of approximately 2.1 years. The number of options and RSUs outstanding as of December 31, 2024 is set forth below, with options separated by range of exercise price: Range of exercise price Options and RSUs Outstanding as of December 31, 2024 Weighted average remaining contractual life (years) (1) Options Exercisable as of December 31, 2024 Weighted average remaining contractual life (years) (1) RSUs only 327,243 - - - $ 37.6 1,774 4.24 1,774 4.24 $ 178.5 - $ 236.3 1,845 3.32 1,845 3.32 $ 350 - $ 367.5 864 2.46 864 2.46 $ 1,277.5 - $ 3,634.8 90 0.96 90 0.96 331,816 3.47 4,573 3.47 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. F - 28 c. Equity compensation issued to consultants: The Company granted 4,700 RSUs during the fiscal year ended December 31, 2024, to non-employee consultants. As of December 31, 2024, no RSUs were outstanding. d. Share-based compensation expense for employees and non-employees: The Company recognized share-based compensation expense in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2024 2023 2022 Cost of revenue $ 16 $ 9 $ 16 Research and development, net 168 157 94 Sales and marketing 401 381 250 General and administrative 696 781 633 Total $ 1,281 $ 1,328 $ 993 e. Treasury shares: On June 2, 2022, the Company’s Board of Directors approved a share repurchase program to repurchase up to $ 8.0 million of its Ordinary Shares, par value NIS 0.25 per share. On July 21, 2022, the Company received approval from an Israeli court for the share repurchase program. The program was scheduled to expire on the earlier of January 20, 2023, or reaching $ 8.0 million of repurchases. On December 22, 2022, the Company’s Board of Directors approved an extension of the repurchase program, with such extension to be in the aggregate amount of up to $ 5.8 million. The extension was approved by an Israeli court on February 9, 2023, and it expired on August 9, 2023. As of December 31, 2024, pursuant to the Company’s share repurchase program, the Company had repurchased a total of 574,658 of its outstanding ordinary shares at a total cost of $ 3.5 million. This amount reflects the number of ordinary shares after the 1-for-7 reverse share split effected by the Company on March 15, 2024, which also resulted in an increase of the par value per share to NIS 1.75 . f. Warrants to purchase ordinary shares: The following table summarizes information about warrants outstanding and exercisable as of December 31, 2024: Issuance date Warrants outstanding Exercise price per warrant Warrants outstanding and exercisable Contractual term (number) (number) December 31, 2015 (1) 681 $ 52.50 681 See footnote (1) December 28, 2016 (2) 272 $ 52.50 272 See footnote (1) February 10, 2020 (3) 4,054 $ 8.75 4,054 February 10, 2025 February 10, 2020 (4) 15,120 $ 10.94 15,120 February 5, 2025 July 6, 2020 (5) 64,099 $ 12.32 64,099 January 2, 2026 July 6, 2020 (6) 42,326 $ 15.95 42,326 July 2, 2025 December 8, 2020 (7) 83,821 $ 9.38 83,821 June 8, 2026 December 8, 2020 (8) 15,543 $ 12.55 15,543 June 8, 2026 February 26, 2021 (9) 780,095 $ 25.20 780,095 August 26, 2026 February 26, 2021 (10) 93,612 $ 32.05 93,612 August 26, 2026 September 29, 2021 (11) 1,143,821 $ 14.00 1,143,821 March 29, 2027 September 29, 2021 (12) 137,257 $ 17.81 137,257 September 27, 2026 2,380,701 2,380,701 F - 29 (1) Represents warrants for ordinary shares issuable upon an exercise price of $ 52.50 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to the Company and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of the Company with or into, or the sale or license of all or substantially all the assets or shares of the Company to, any other entity or person, other than a wholly owned subsidiary of the Company, excluding any transaction in which the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of December 31, 2024. (2) Represents common warrants that were issued as part of the $ 8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 1 for exercisability terms. (3) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020. As of December 31, 2024, 534,300 warrants were exercised for total consideration of $ 4,675,125 . During the twelve months that ended December 31, 2024, no warrants were exercised. (4) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. As of December 31, 2024, 32,880 warrants were exercised for total consideration of $ 359,625 . During the twelve months that ended December 31, 2024, no warrants were exercised. (5) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in July 2020. As of December 31, 2024, 288,634 warrants were exercised for total consideration of $ 3,555,976 . During the twelve months that ended December 31, 2024, no warrants were exercised. (6) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s July 2020 registered direct offering. (7) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s private placement offering of ordinary shares in December 2020. As of December 31, 2024, 514,010 warrants were exercised for total consideration of $ 4,821,416 . During the twelve months that ended December 31, 2024, no warrants were exercised. (8) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement. As of December 31, 2024, 32,283 warrants were exercised for total consideration of $ 405,003 . During the twelve months that ended December 31, 2024, no warrants were exercised. (9) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s private placement offering of ordinary shares in February 2021. (10) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement. (11) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in September 2021. (12) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering. F - 30 NOTE 10:- RESEARCH COLLABORATION AGREEMENT AND LICENSE AGREEMENT On May 16, 2016, the Company entered into a Collaboration Agreement (as amended, the “Collaboration Agreement”) and an Exclusive License Agreement (as amended, the “License Agreement”) with Harvard. The Collaboration Agreement concluded on March 31, 2022. Under the License Agreement, Harvard has granted the Company an exclusive, worldwide royalty-bearing license under certain patents of Harvard relating to lightweight “soft suit” exoskeleton system technologies for lower limb disabilities, a royalty-free license under certain related know-how and the option to obtain a license under certain inventions conceived under the joint research collaboration. The License Agreement required the Company to pay Harvard an upfront fee, reimbursements for expenses that Harvard incurred in connection with the licensed patents, royalties on net sales and several milestone payments contingent upon the achievement of certain product development and commercialization milestones. The Harvard License Agreement will continue in full force and effect until the expiration of the last-to-expire valid claim of the licensed patents. As of December 31, 2024, the Company achieved three of the milestones which represent all development milestones under the License Agreement. The Company continues to evaluate the likelihood that the other milestones will be achieved on a quarterly basis. The Company has recorded expenses in the amount of $ 51 thousand, $ 29 thousand, and $ 74 thousand as research and development expenses related to the License Agreement and to the Collaboration Agreement for the years ended December 31, 2024, 2023 and 2022, respectively. No withholding tax was deducted from the Company’s payments to Harvard in respect of the Collaboration Agreement and the License Agreement since this is not taxable income in Israel in accordance with Section 170 of the Israel Income Tax Ordinance 1961-5721. NOTE 11:- INCOME TAXES The Company’s subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity. a. Corporate tax rates in Israel: Presented hereunder are the tax rates relevant to the Company in the years 2022-2024: The Israeli statutory corporate tax rate and real capital gains were 23 % in the years 2022-2024. b. Income (loss) before taxes on income is comprised as follows (in thousands): Year Ended December 31, 2024 2023 2022 Domestic $ ( 15,022 ) $ ( 19,638 ) $ ( 19,110 ) Foreign ( 13,877 ) ( 2,507 ) 8 $ ( 28,899 ) $ ( 22,145 ) $ ( 19,102 ) c. Taxes on income (benefit) are comprised as follows (in thousands): Year Ended December 31, 2024 2023 2022 Current $ 43 $ ( 12 ) $ 151 Deferred - - 316 $ 43 $ ( 12 ) $ 467 F - 31 Year Ended December 31, 2024 2023 2022 Domestic $ - $ - $ - Foreign 43 ( 12 ) 467 $ 43 $ ( 12 ) $ 467 d. Deferred income taxes (in thousands): Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets as of December 31, 2024 and 2023 are derived from temporary differences. In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. Based on the Company’s history of losses, the Company established a full valuation allowance for LL. Undistributed earnings of certain subsidiaries as of December 31, 2024 were immaterial. The Company intends to reinvest these earnings indefinitely in the foreign subsidiaries. As a result, the Company has not provided for any deferred income taxes. December 31, 2024 2023 Deferred tax assets: Carry forward tax losses $ 70,430 $ 64,090 Research and development expenses 1,378 1,311 Accrual and reserves 661 849 Share based compensation 507 394 Credit tax carry forwards 1,913 1,714 Intangible Assets 140 - Lease liabilities 224 480 Total deferred tax assets 75,253 68,838 Valuation allowance ( 75,055 ) ( 65,209 ) Deferred tax assets after valuation allowance $ 198 $ 3,629 Deferred tax liabilities: Right-of-use asset ( 136 ) ( 470 ) Intangible Assets - ( 3,015 ) Property and equipment ( 62 ) ( 144 ) Total deferred tax liabilities ( 198 ) ( 3,629 ) Net deferred tax assets $ - $ - The net changes in the total valuation allowance for each of the years ended December 31, 2024, 2023 and 2022, are comprised as follows (in thousands): Year Ended December 31, 2024 2023 2022 Balance at beginning of year $ ( 65,209 ) $ ( 52,525 ) $ ( 48,098 ) Changes due to exchange rate differences - - 1,418 Adjustment previous year loss 100 ( 5 ) ( 14 ) Acquisition - ( 7,269 ) - Additions during the year ( 9,946 ) ( 5,410 ) ( 5,831 ) Balance at end of year $ ( 75,055 ) $ ( 65,209 ) $ ( 52,525 ) F - 32 e. Reconciliation of the theoretical tax expenses: A reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the Company, and the actual tax expense (benefit) as reported in the consolidated statements of operations is as follows (in thousands): Year Ended December 31, 2024 2023 2022 Loss before taxes, as reported in the consolidated statements of operations $ ( 28,899 ) $ ( 22,145 ) $ ( 19,102 ) Statutory tax rate 23 % 23 % 23.0 % Theoretical tax benefits on the above amount at the Israeli statutory tax rate $ ( 6,646 ) $ ( 5,093 ) $ ( 4,393 ) Income tax at rate other than the Israeli statutory tax rate ( 2,364 ) 56 ( 2 ) Non-deductible expenses including equity-based compensation expenses and other  - - 262 Operating losses and other temporary differences for which valuation allowance was provided 9,846 5,410 5,375 Permanent differences ( 496 ) ( 342 ) ( 775 ) Adjustment in respect of prior years ( 297 ) ( 43 ) - Actual tax expense (benefit) $ 43 $ ( 12 ) $ 467 f. Foreign tax rates: Taxable income of LI and LCAI was subject to tax at the rate of 21 % in 2024, 2023 and 2022. Taxable income of LG was subject to tax at the rate of 30 % in 2024, 2023, and 2022. g. Tax assessments: LL has had final tax assessments up to and including the 2019 tax year. LG has had final tax assessments up to and including the 2018 tax year. F - 33 LI and LCAI file income tax returns in the United States and in various U.S. states. The returns for the years ended December 31, 2021, and later are generally subject to federal tax examination, while the returns for the years ended December 31, 2020, and later are generally subject to state tax examination. However, net operating losses and tax credits generally remain subject to tax examination and adjustment until they are utilized on a future tax return and the statute of limitations closes for that year. Therefore, tax attributes generally remain open to both federal and state tax examination and adjustment. h. Net operating carry-forward losses for tax purposes: As of December 31, 2024, LL has carry-forward losses amounting to approximately $ 256.5 million, which can be carried forward for an indefinite period. As of December 31, 2024, the Company had approximately $ 48.7 million of U.S. federal net operating loss (“NOL”) carry forwards, and $ 30.9 million of state NOL carry forwards, which will begin to expire in 2025 and 2028 , respectively. The federal net operating losses from years beginning after January 1, 2018, of approximately $ 19.2 million may be carried forward indefinitely and losses prior to January 1, 2018 of approximately $ 29.5 million expire beginning in 2027 under prior law. Internal Revenue Code Section 382 places a limitation (“Section 382 Limitation") on the amount of taxable income which can be offset by NOL carry forwards after a change in control (generally greater than 50% change in the value of the stock owned by 5% shareholders during the testing period) of a loss corporation. California has similar rules. On August 11, 2023, AlterG was involved in an equity transaction that constitutes a Section 382 change in ownership. The change in ownership limits the ability to utilize net operating loss carry forwards in future years. The 382-limitation impact on NOLs has been included in the current period provision. The Company may have had earlier Section 382 changes in ownership. This will be assessed upon realization of tax attributes. NOTE 12:- FINANCIAL (EXPENSES) INCOME, NET The components of financial (expenses) income, net were as follows (in thousands): Year Ended December 31, 2024 2023 2022 Foreign currency transactions and other $ ( 67 ) $ 133 $ 22 Interest Income 643 1,354 - Bank commissions ( 128 ) ( 20 ) ( 22 ) $ 448 $ 1,467 $ * ) *) Represent an amount lower than $1. NOTE 13:- REPORTABLE SEGMENT ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. The Company manages its business on the basis of one reportable segment and unit and derives revenues mainly from products, rental revenues and warranty and services (see Note 1 for a brief description of the Company’s business and Note 2l for details on the Company's revenue recognition). The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the CODM, which is the Company’s chief executive officer, who reviews financial information and annual operating plans presented on a consolidated basis, for purposes of making operating decisions, evaluating financial performance, and allocating resources. There is no expense or asset information, that are supplemental to those disclosed in these consolidated financial statements, that are regularly provided to the CODM. The allocation of resources and assessment of performance of the operating segment is based on consolidated net loss as shown in our consolidated statements of operations. The CODM considers net loss in the annual forecasting process and reviews actual results when making decisions about allocating resources. Since the Company operates as one operating segment, financial segment information, including profit or loss and asset information, can be found in the consolidated financial statements. F - 34 NOTE 14:- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA Total revenues from external customers on the basis of the Company's geographical areas are as follows (in thousands): Year Ended December 31, 2024 2023 2022 Revenue based on customer’s location: United States 14,425 7,636 2,303 Europe 9,546 5,044 3,057 Asia-Pacific 825 387 115 Rest of the world 867 787 36 Total revenues $ 25,663 $ 13,854 $ 5,511 December 31, 2024 2023 Long-lived assets by geographic region: Israel $ 359 $ 529 United States 947 2,404 Germany 109 190 $ 1,415 $ 3,123 (*) Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets. Major customers data as a percentage of total revenue: Year Ended December 31, 2024 2023 2022 Customer A 12.3 % - - Customer B ( * ) 12.2 % 14.2 % *) Less than 10% NOTE 15:- BASIC AND DILUTED NET LOSS PER SHARE The following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share (in thousands, except share and per share data): Year ended December 31, 2024 2023 2022 Net loss $ ( 28,942 ) $ ( 22,133 ) $ ( 19,569 ) Net loss attributable to ordinary shares ( 28,942 ) ( 22,133 ) ( 19,569 ) Shares used in computing net loss per ordinary shares, basic and diluted * 8,691,271 8,531,294 8,911,256 Net loss per ordinary share, basic and diluted $ ( 3.33 ) $ ( 2.59 ) $ ( 2.20 ) (*) Reflects one-for-seven reverse share split that became effective on March 15, 2024. See Note 9a to the consolidated financial statements. F - 35 Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of ordinary shares and warrants outstanding would have been anti-dilutive. For the twelve months ended December 31, 2024 and 2023 the total number of ordinary shares related to the outstanding warrants and share option plans aggregated to 2,385,274 and 2,745,792 , respectively. The amount was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect. NOTE 16:- RESTRUCTURING ACTIVITIES On November 4, 2024, the Company announced plans to streamline its U.S. operations, including the closure of its facility in Fremont, California, and the transition of AlterG Anti-Gravity Systems manufacturing to Cirtronics Corporation, a nationally recognized contract manufacturer specializing in precision medical devices. During the year ended December 31, 2024, the Company recorded restructuring expenses of $ 415 thousand, primarily related to employee termination benefits and site closure expenses, including facility decommissioning, waste disposal, and other related costs. Of the total restructuring expenses, $ 350 thousand were attributable to cost of goods sold and $ 65 thousand to general and administrative expenses. As of December 31, 2024, none of these amounts had been paid. The Company does not expect to incur additional material costs related to this restructuring initiative. NOTE 17:- SUBSEQUENT EVENTS On January 7, 2025, the Company entered into a purchase agreement for the issuance and sale of 1,818,183 ordinary shares and accompanying ordinary warrants to purchase up to an aggregate of 1,818,183 Ordinary Shares at an exercise price of $ 2.75 per share. The shares were sold at an offering price of $ 2.75 each, and the offering was conducted pursuant to the Company’s shelf registration statement on Form S-3. The gross proceeds to the Company from the offering were approximately $ 5.0 million. In connection with the offering, the Company issued to the placement agent, H.C. Wainwright & Co. LLC, warrants to purchase up to 109,091 Ordinary Shares at an exercise price of $ 3.4375 per share, representing 125 % of the offering price. The Company intends to use the net proceeds from the offering for continuing commercial efforts, working capital, and general corporate purposes. F - 36