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, 2025. 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, 2025 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. 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. 86 Changes in Internal Control over Financial Reporting During the fourth quarter of the fiscal year ended December 31, 2025, 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, 2025, 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 87 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 18, 2026 and their principal occupations at present and for the past five years. Our Board of Directors (the “Board”) currently consists of five members and is divided into three classes. Class I consists of 0 directors, Class II consists of three directors and Class III consists of two directors. One class is elected each year at the annual meeting of stockholders for a term of three years. The term of the Class III directors expires at the 2026 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 Mark Grant 56 President, Chief Executive and Director 2025 Dr. John William Poduska* (2)(3) 88 Class II Director 2014 Randel E. Richner* (1)(2) 70 Class II Director 2020 Michael Swinford*(1) 57 Class III Director 2024 Robert Marshall*(3) 59 Class III Director, Chairman 2024 * Independent (1) Member of Nominating and Corporate Governance Committee. (2) Member of Compensation Committee. (3) Member of Audit Committee. Class III Directors Continuing in Office Until the 2026 Annual General Meeting of Shareholders Set forth below is a list of our directors continuing in office until the 2026 annual general meeting of shareholders, together with certain biographical information, including their ages as of the date of this annual report: Robert Marshall , 59, has served on our Board since November 2024 and has served as our Chairman since January 2026. 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. Michael Swinford, 57, 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. 88 Class II Directors Continuing in Office Until the 2028 Annual General Meeting of Shareholders Set forth below is a list of our directors continuing in office until the 2028 annual general meeting of shareholders, together with certain biographical information, including their ages as of the date of this annual report: Mark Grant, 56, has served as our President and co-Chief Executive Officer and as a member of our Board of Directors since June 2025, and brings over 25 years of leadership experience in healthcare and medical technology. Prior to Lifeward, Mr. Grant served as President of Americas & Chief Commercial Officer of IMRA Surgical, a company specializing in surgical robotic training, since March 2023. From May 2004 to March 2023, Mr. Grant worked at Medtronic plc (“Medtronic”), a global healthcare technology company, where he held various positions of increasing responsibility, most recently as Vice President, Americas Region. In his role at Medtronic, he led the $1.5 billion Americas region and oversaw a 2,000-person commercial organization. Mr. Grant received his B.S. in Industrial Technology from East Carolina University. We believe that Mr. Grant’s. successful leadership and executive experience, along with his extensive knowledge of the medical devices industry, provide him the qualifications and skills to serve as a member of our Board. Dr. John William Poduska, 88 , 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, 70 , 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. 89 Information About Our Executive Officers The following table sets forth the name, age and position of each of our executive officers as of March 18, 2026: Name Age Position Mark Grant 56 President, Chief Executive Officer and Director Almog Adar 42 Chief Financial Officer Jeannine Lynch 61 Vice President of Market Access Mark Grant has served as our President and Chief Executive Officer and as a member of our board of directors since July 2025. Mr. Grant previously served as our President and co-Chief Executive Officer from June 2025 to July 2025. From March 2023 until June 2025, Mr. Grant served as President of Americas and Chief Commercial Officer of IMRA Surgical, a company specializing in surgical robotic training. From May 2004 until March 2023, Mr. Grant served in various positions of increasing responsibility at Medtronic plc (“Medtronic”), a global healthcare technology company, most recently as Vice President, Americas. Mr. Grant holds a B.S. in Industrial Technology from East Carolina University. Almog Adar has served as our Chief Financial Officer since August 2025. Prior to his appointment as Chief Financial Officer, Mr. Adar served as our Vice President of Finance since December 2022 and as our Chief Accounting Officer since March 2022 and as our Director of Finance and Corporate Financial Controller from 2020 to December 2022. 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. 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. 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. 90 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. 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 such requirements would be beneficial to the Company and we opted out of such requirements. However, as described above, upon the closing of the Oratech acquisition with Oramed, Oramed is expected to hold at least 45.00%, and potentially in excess of 49.99%, of the outstanding voting power of the Company, and will become a controlling shareholder of the Company. As a result, subject to and upon the closing of the Oratech Acquisition, we will again be required to comply with the requirement under the Israel Companies Law that our Board include at least two external directors and the requirements 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, as discussed below. Director Independence Our Board has determined that, other than Mark Grant, our President and 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. As described above, upon and subject to the closing of the Oratech Acquisition we will be required to have at least two external directors. The definition of "independent director" under the NASDAQ listing standards and "external director" under the Israel Companies Law overlap to some extent, so that we would generally expect the two directors serving as external directors to satisfy the requirements to be independent under the NASDAQ listing standards. Furthermore, our Board also determined that all current members of the audit committee and compensation committee, as well as Messrs. Rozenbaum and Sigsbee, who will become members of the audit committee and compensation committee upon and subject to the closing of the Oratech Acquisition, as well as the current members of the 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 and (in the case of external directors) the standards imposed by Israeli law, 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. 91 Israel Companies Law Requirements Under the Israel Companies Law, the definition of "external director" includes a set of statutory criteria that must be satisfied, including criteria whose aim is to ensure that there be no factor which would impair the ability of the external director to exercise independent judgment. The definition of "independent director” specifies similar requirements and also provide that the board must consider any factor which would impair the ability of the independent director to exercise independent judgment. In addition, both external directors and independent directors serve for a period of three years; external directors serve pursuant to the requirements of the Israel Companies Law and independent directors serve pursuant to the staggered board provisions of our Articles of Association. However, external directors must be elected by a Special Majority (as defined below under " - Approval of Related Party Transactions Under Israeli Law") of shareholders while independent directors may be elected by an ordinary majority. Under the Israel Companies Law, subject to certain opt-out rights available to certain Israeli companies, we are required to have at least two external directors. External directors must meet stringent standards of independence from us, from our management and from any controlling shareholder (defined for this purpose as any shareholder who holds 50% or more of our outstanding shares, or who has the right to appoint the majority of our directors or our general manager). In addition, no person may serve as an external director if that person’s position or professional or other activities create, or may create, a conflict of interest with that person’s responsibilities as a director or otherwise interfere with that person’s ability to serve as an external director or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange. These independence standards are applicable beginning two years before the external director’s election and continuing for two years after the external director’s term of service. In addition to election by the normal majority vote, external directors must generally be elected by a majority vote of the shares held by shareholders other than controlling shareholders. Subject to and upon the closing of the Oratech Acquisition, Moshe Rozenbaum and William Mark Sigsbee will serve as our external directors. 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; • 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; 92 • 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 and Dr. John William Poduska. Mr. Marshall serves as the chairman of the audit committee. The audit committee holds a minimum of four meetings per year and meets more frequently as circumstances require. The audit committee met four times during the fiscal year ended December 31, 2025. 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. However, as described above, subject to and upon the closing of the Oratech Acquisition we will be required to comply again with the requirements under the Israel Companies Law regarding the composition of our audit committee, including requirements relating to the inclusion and role of the external directors on such committee. Such requirements provide that the audit committee must be comprised of at least three directors, including all of the external directors (one of whom must serve as chair of the committee). The audit committee may not include the following: the chairman of the board; a controlling shareholder of the company or a relative of a controlling shareholder; a director employed by or providing services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling shareholder; or a director who derives most of his or her income from a controlling shareholder. In addition, a majority of the members of the audit committee must be unaffiliated directors. In general, an unaffiliated director under the Israel Companies Law is defined as either (i) an external director, or (ii) an individual who has not served as a director of the company for a period exceeding nine consecutive years and who meets the qualifications for being appointed as an external director, except that he or she need not meet the requirement for accounting and financial expertise or professional qualification. 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 Robert Marshall 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; 93 • 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; • 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, including at least one external director. 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 and Dr. John William Poduska. Dr. Poduska serves as the chairman of the compensation committee. The compensation committee meets as circumstances require and held six meetings during the year ended December 31, 2025. 94 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. However, as described above, subject to and upon the closing of the Oratech Acquisition we will be required to comply again with the requirements under the Israel Companies Law regarding the composition of our compensation committee, including requirements relating to the inclusion and role of the external directors on such committee. The compensation committee must be comprised of at least three directors, including all of the external directors, one of whom must be the chair of the compensation committee. The external directors must constitute a majority of the members of the compensation committee. The compensation committee may not include the following: the chairman of the board; a controlling shareholder of the company or a relative of a controlling shareholder; a director employed by or providing services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling shareholder; or a director who derives most of his or her income from a controlling shareholder. 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 Majority (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”). 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. 95 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; • 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. 96 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, 2025. 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., 2 Cabot Rd., Hudson, MA 01749. 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. 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, (or, if a board is required to include external directors, an external director), all of the members of the Board are of the same gender, the director (or, if applicable, the external 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, 2025 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 each of Robert J. Marshall, Randel Richner, Hadar Levy, William John Poduska, Joseph E. Turk and Michael Swinford filed one late Form 4 with respect to the grant of an equity award. 97 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. Policy on Trading, Pledging and Hedging of Company Stock Under the terms of our insider trading policy, our executive officers and directors are prohibited from: trading in call or put options involving our securities and other derivative securities; engaging in short sales of our securities; holding our securities in a margin account, all forms of hedging or monetizing our transactions, such as zero-cost collars and forward sale contracts and pledging company securities to secure margin or other loans. 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, 2025, and (2) our two most highly compensated executive officers (other than our CEO) who were serving as executive officers as of December 31, 2025 (together, our “Named Executive Officers”). Named Executive Officers Our Named Executive Officers for the year ended December 31, 2025, which consists of our principal executive officer and our three other most highly compensated executive officers, are: • Mark Grant, our President and co-CEO from June 2, 2025 until June 30, 2025, and our President and Chief Executive Officer effective July 1, 2025; • Larry Jasinski, our former CEO from September 2012 until June 1, 2025, and our former co-CEO from June 2, 2025 until June 30, 2025; • Almog Adar, our Chief Financial Officer; and • Jeannine Lynch, our Vice President of Market Access and Strategy. 98 2025 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 year ended December 31, 2025. Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) (1) Stock Awards ($) (2) Non-Equity Incentive Plan Compensation($) (3) All Other Compensation ($) Total ($) Mark Grant, (4) President and Chief Executive Officer 2025 253,750 177,625 (5) 403,491 — — — 834,866 Larry Jasinski, (6) 2025 221,156 — — — — 577,045 (7) 798,201 Former Chief Executive Officer 2024 442,312 — — — 30,962 — 473,274 Almog Adar, Chief Financial Officer 2025 277,083 40,000 (8) 133,242 — 22,050 — 472,375 2024 204,913 — — — 10,000 68,023 282,936 Jeannine Lynch, Vice President of Market Access and Strategy 2025 361,637 — — 35,375 6,329 — 403,341 2024 359,004 — — — — — 359,004 (1) The amounts reported represent the aggregate grant date fair value of stock options awarded to the Named Executive Officers during the fiscal year ended December 31, 2025, calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), disregarding estimated forfeitures related to service-based vesting. For a description of the assumptions used in determining these values, see Notes 2m and 9c to our consolidated financial statements included in our 2025 Annual Report. The amounts reported in this column reflect the accounting cost for the stock options and do not correspond to the actual economic value that may be received by the Named Executive Officers upon the exercise of the stock options or any sale of the underlying shares (2) Amounts represent the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718. The fair value of restricted share 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 share units. For a description of the assumptions used in determining these values, see Notes 2m and 9c to our consolidated financial statements included in our 2025 Annual Report. (3) Amounts represent the annual bonuses earned in fiscal year ended December 31, 2025, based on the achievement of certain Company, and, if applicable, individual performance objectives. For more information on these bonuses, see the description of the annual performance bonuses under “2025 Bonuses” below. (4) Mr. Grant commenced employment with the Company on June 2, 2025. The amount reported represents his actual base salary earned during 2025. His annualized base salary for 2025 was $435,000. (5) The amount represents the amount of the bonus that Mr. Grant is guaranteed to receive for the fiscal year ended December 31, 2025 pursuant to the Grant Employment Agreement. For more information on Mr. Grants bonus, see the descriptions of his bonus under “2025 Bonuses” below. (6) Mr. Jasinski’s employment with the Company terminated on June 30, 2025. Following this termination of employment, Mr. Jasinski served as a consultant to the Company from July 1, 2025 through December 31, 2025. (7) The amount represents the severance payments Mr. Jasinski received in 2025 pursuant to the Jasinski Separation Agreement, accrued but unused vacation that was paid to Mr. Jasinski upon his termination of employment, and monthly consulting fees Mr. Jasinski received in 2025 pursuant to the Jasinski Consulting Agreement. For more information regarding Mr. Jasinski’s severance payments and consulting fees, see the description of such amounts under “Employment Agreements of Named Executive Officers” below. (8) The amount represents the portion of a retention bonus that Mr. Adar was entitled to receive in 2025 pursuant to the Adar Employment Agreement. For more information on Mr. Adar’s retention bonus, see the descriptions of his bonus under “2025 Bonuses” below. 99 Pursuant to regulations promulgated under the Israel Companies Law, we are required to disclose the total compensation earned during 2025 by our five most highly-compensated office holders (as defined in the Israel Companies Law). Three of such individuals are our Named Executive Officers, as defined above, and their respective total compensation for 2025 is set forth in the Summary Compensation Table. The other two individuals, and their respective total compensation for 2025, is as follows: Name and Principal Position Salary ($) Stock Awards ($) (1) Non-Equity Incentive Plan Compensation($) (2) All Other Compensation ($) Total ($) Charles Remsberg, Chief Sales Officer (3) 118,750 — — 274,682 (4) 393,432 Miri Pariente, Vice President of Operations, Regulatory and Quality (5) 206,165 35,375 15,621 100,398 (6) 357,559 (1) Amounts represent the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718. The fair value of restricted share 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 share units. The valuation assumptions used in determining such amounts are described in Notes 2m and 9c to our consolidated financial statements included in our 2025 Annual Report. (2) Amounts represent the annual bonuses earned in fiscal year ended December 31, 2025 based on the achievement of certain Company, and, if applicable, individual performance objectives. For more information on these bonuses, see the description of the annual performance bonuses under “2025 Bonuses” below. (3) Mr. Remsberg’s employment with the Company terminated on May 15, 2025. (4) The amount represents the severance payments Mr. Remsberg received in 2025 pursuant to the Remsberg Separation Agreement, accrued but unused vacation that was paid to Mr. Remsberg upon his termination of employment. (5) The amounts set forth for Ms. Pariente 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. (6) Consists of $61,263 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $39,135 with respect to Ms. Pariente’s personal use of a Company-leased car. Narrative Disclosure to the 2025 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. 100 Base Salaries At the beginning of 2025, our compensation committee reviewed and approved the base salaries of the Named Executive Officers (other than Mr. Grant, who was not employed by the Company at the time) based on an analysis of external market conditions and individual performance against goals. In the case of Mr. Adar, his base salary was approved in the beginning of 2025 and, in connection with his promotion to become our Chief Financial Officer, it was increased on August 1, 2025. The table below sets forth the base salaries for each of the Named Executive Officers for 2025: Name 2025 Base Salary ($) Mark Grant 435,000 Larry Jasinski 442,312 Almog Adar (1) 315,000 Jeannine Lynch 361,637 (1) Mr. Adar’s base salary was increased from $250,000 to $315,000 on August 1, 2025 as a result of his promotion to become our Chief Financial Officer. 2025 Bonuses 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 2025, pursuant to which employees were eligible to earn 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, except in the case of Mr. Grant and Mr. Adar, the actual bonus paid was based on the achievement revenue and net income targets and individual performance metrics. The revenue and net income targets are set forth in the Compensation Policy that has been approved by our shareholders. Not all goals are required to be satisfied for a Named Executive Officer to earn a portion of the bonus. The percentage of the bonus to be paid may vary depending on the specific target and the level of achievement. In February 2026, the compensation committee completed an evaluation of the Company’s overall performance for 2025 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. The revenue and net income targets for 2025 were not achieved and, therefore, no bonus was paid with respect to those corporate performance goals. However, Mr. Adar and Ms. Lynch partially achieved certain individual performance goals and, based on the compensation committee’s evaluation, following the recommendation of the compensation committee, the Board approved bonuses for Mr. Adar and Ms. Lynch equal to $22,050 and $6,329, respectively. Notwithstanding the foregoing, Mr. Grant and Mr. Adar received certain guaranteed bonus amounts for the fiscal year ended December 31, 2025. Pursuant to the Grant Employment Agreement, Mr. Grant was guaranteed a bonus under the non-equity incentive plan at the minimum amount of 70% of his 2025 base salary (which will be prorated based on the number of days that Mr. Grant was employed by the Company in the 2025 fiscal year), provided that Mr. Grant is employed by the Company on the date the bonus is paid. While Mr. Grant did not earn a bonus based on Company and/or individual performance, he received a bonus for fiscal year ended December 31, 2025 in the amount of $177,625 pursuant to the Grant Employment Agreement. Pursuant to the Adar Employment Agreement, for the fiscal year ended December 31, 2025, Mr. Adar was eligible to earn an annual bonus equal to 35% of his 2025 base salary, structured as follows: (a) Mr. Adar was entitled to a retention payment in the total amount of $80,000 (the “Adar Retention Payment”), to be paid in two equal installments, with the first installment being paid on the first payroll date following his appointment as Chief Financial Officer, and the second installment to be paid when the Company pays 2025 bonuses to other executives, subject to Mr. Adar’s continued employment on the date of payment; and (b) Mr. Adar was eligible to earn up to an additional 7% of his base salary (provided that the total annual bonus Mr. Adar is eligible to earn for the fiscal year ended December 31, 2025 will not exceed 35% of his 2025 base salary), prorated for the period commencing on August 1, 2025 through December 31, 2025, based on Mr. Adar’s achievement of individual metrics and milestones as determined by our Board of Directors (the amounts in (a) and (b), the “Adar 2025 Bonus”). Mr. Adar earned 50% of the Adar Retention Payment in 2025, which was paid on August 15, 2025, and the remaining 50% is expected to be paid on March 31, 2026. Because the remaining 50% of the Adar Retention Payment was not earned in fiscal year ended December 31, 2025, such amount is not reflected in the Summary Compensation Table above pursuant to SEC guidance. 101 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 2025, stock options and RSU grants were made following shareholder approval of our 2025 Incentive Compensation Plan (the “2025 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. On June 2, 2025, the compensation committee awarded a stock option grant to Mr. Grant, one of our Named Executive Officers, during the period beginning four business days before and ending one business day after the filing or furnishing of a Form 10-Q, Form 10-K or Form 8-K that discloses material nonpublic information, or the Designated Period. In addition, on August 13, 2025, the compensation committee awarded a stock option grant to Mr. Adar, one of our Named Executive Officers, during the Designated Period. As required by Item 402(x) of Regulation S-K under the Exchange Act, we are providing the following information related to the stock option grants awarded to Messrs. Grant and Adar during the Designated Period occurring in the fiscal year ended December 31, 2025. All share and per share amounts presented in this note have been retroactively adjusted to reflect the Company’s 1-for-12 reverse share split effected on February 24, 2026. Name Grant Date Number of securities underlying the award ($/sh) Exercise price of the award ($/Sh) Grant date fair value of the award (1) Percentage change in the closing market price of the securities underlying the award between the trading day ending immediately prior to the disclosure of material nonpublic information and the trading day beginning immediately following the disclosure of material nonpublic information William Mark Grant June 2, 2025 33,333 14.70 403,491 0.41%(2) Almog Adar August 13, 2025 18,750 8.60 133,242 (11.6%)(3) (1) The grant date fair value of such award was calculated in accordance with FASB ASC Topic 718, disregarding estimated forfeitures related to service-based vesting. For a description of the assumptions used in determining these values, see Notes 2m and 9c to our consolidated financial statements included in our 2025 Annual Report. (2) The closing price per share of our common stock on June 2, 2025 (the trading date ending immediately prior to the filing of our Form 8-K on June 3, 2025) was $14.70, and the closing price per share of our common stock on June 4, 2025 (the next trading date beginning immediately following the filing of our Form 8-K on June 3, 2025) was $14.76. (3) The closing price per share of our common stock on August 13, 2025 (the trading date ending immediately prior to the filing of our Form 10-Q on August 14, 2025) was $8.60, and the closing price per share of our common stock on August 15, 2025 (the next trading date beginning immediately following the filing of our Form 10-Q on August 14, 2025) was $7.60. 102 Employment Agreements of Named Executive Officers Each of Mr. Grant, our current President and CEO, Mr. Adar, our Chief Financial Officer, and Ms. 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. Mark Grant In connection with Mr. Grant’s appointment as the Company’s President and Chief Executive Officer, the Company and Mr. Grant entered into an employment agreement on May 16, 2025 (the “Grant Employment Agreement”). Pursuant to the Grant Employment Agreement, which is effective as of the Effective Date, Mr. Grant receives (i) an annual base salary of $435,000, subject to periodic adjustments as may be determined from time to time by the compensation committee of the Board and (ii) an annual performance bonus up to 70% of annual base salary, subject to the achievement of objectives as determined by the compensation committee of the Board, which will be pro-rated for the remainder of 2025. Mr. Grant also received an inducement grant of options (the “Option”) to purchase 400,000 of the Company’s Ordinary Shares, in accordance with Nasdaq Listing Rule 5635(c)(4), which vest in four equal annual installments beginning on the first anniversary of the grant date. The terms of the Option are materially consistent with the Company’s form of inducement option award agreements for employees and executive officers. 103 Upon a termination of Mr. Grant’s employment due to death, disability, termination for “Cause” (as defined in the Grant Employment Agreement) or resignation without “Good Reason” (as defined in the Grant Employment Agreement), Mr. Grant is entitled to receive: (i) any base salary earned through the date of termination and any unpaid expense reimbursements, (ii) any earned but unpaid wages required to be paid by law and (iii) any vested benefits he may have under any employee benefit plan through the termination date (collectively, the “Accrued Benefits”). Upon a termination of Mr. Grant’s employment without “Cause” by the Company or resignation for “Good Reason” by Mr. Grant, in addition to the Accrued Benefits, and subject to Mr. Grant’s execution of the Separation Agreement (as defined in the Employment Agreement), Mr. Grant is entitled to receive: (i) continuation of his base salary for six (6) months (the “Grant Severance Pay”), (ii) payment of his target bonus for the then-current year paid in six (6) substantially equal installments over a six-month period and in accordance with the Company’s standard payroll practices, (iii) reimbursement of monthly health insurance premium equal to the monthly employer contribution that the Company would have made if he had remained employed by the Company until the earliest of (a) the end of the period over which the Company pays the Grant Severance Pay, (b) the date on which Mr. Grant becomes eligible to receive group medical plan benefits from another employer, or (c) the date on which Mr. Grant is no longer eligible to receive such coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”). In addition, if such termination without “Cause” or resignation for “Good Reason” occurs within ninety (90) days prior to a Change of Control (as defined in the Grant Employment Agreement) or twelve (12) months immediately following a Change of Control, then in addition to the Accrued Benefits, and subject to Mr. Grant’s execution of the Separation Agreement, Mr. Grant is entitled to receive: (i) continuation of base salary for twelve (12) months (the “Grant Change of Control Severance Pay”), (ii) lump-sum payment in an amount equal to his target bonus for the then-current year and (iii) reimbursement of monthly health insurance premium equal to the monthly employer contribution that the Company would have made if he had remained employed by the Company until the earliest of (a) the end of the period over which the Company pays the Grant Change of Control Severance Pay, (b) the date on which Mr. Grant becomes eligible to receive group medical plan benefits from another employer, or (c) the date on which Mr. Grant is no longer eligible to receive such coverage under COBRA. The Grant Employment Agreement is governed by the laws of the State of North Carolina 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 confidentiality, trade secrets and inventions clauses. Larry Jasinski On January 17, 2011, we entered into an employment agreement with Mr. Jasinski, pursuant to which he served as the CEO of the Company beginning on February 12, 2012 (as amended from time to time, the “Jasinski Employment Agreement”). Mr. Jasinski served as co-CEO from June 2, 2025 until June 30, 2025, and thereafter ceased to serve as an officer of the Company. The Jasinski Employment Agreement provided 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, 2025, 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). In the event that Mr. Jasinski’s employment was terminated by the Company without “Cause” (as defined in the Jasinski Employment Agreement ), or if Mr. Jasinski terminated his employment for “Good Reason” (as defined in the Jasinski Employment Agreement), he would 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 provided that if Mr. Jasinski’s employment was 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, would automatically vest. If Mr. Jasinski terminated his employment without Good Reason, he would be entitled to receive a pro-rated amount of his annual performance bonus as determined in good faith by the Board. Mr. Jasinski was not be entitled to any severance if he was terminated by the Company for Cause. 104 The Jasinski Employment Agreement was amended in 2020 to provide that if a “Change of Control” (as defined in the Jasinski Employment Agreement) occurred, and within one year following such Change of Control Mr. Jasinski was terminated without Cause or he resigned for Good Reason, Mr. Jasinski would 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 Jasinski Employment Agreement was governed by the laws of the State of Delaware and contained non-solicitation and non-competition covenants (each of which remained in effect during the term of employment and for 12 months following termination of employment) and trade secrets and inventions clauses. On June 30, 2025, we entered into a separation agreement with Mr. Jasinski, which included a release of claims in favor of the Company, pursuant to which he was entitled to receive: (i) the gross amount of $221,156.04, which was paid in 12 substantially equal installments, (ii) his annual bonus for the fiscal year ended December 31, 2025, which was paid in a lump sum in an amount based on the actual achievement of objectives during the 6-month period preceding the termination date and assumed 100% achievement of objectives during the 6-month period following the termination date, (iii) a monthly payment equal to the full monthly COBRA premium to continue health coverage for Mr. Jasinski and his eligible dependents until the earliest of (a) the 6-month anniversary of the date of termination, and (b) the cessation of Mr. Jasinski’s health continuation rights under COBRA. In addition, on June 30, 2025, we entered into a consulting agreement with Mr. Jasinski for a period of six months from July 1, 2025 through December 31 2025 (the “Consulting Period”), pursuant to which we agreed to pay Mr. Jasinski $18,429.67 per month for each month Mr. Jasinski performed consulting services pursuant to such agreement. Any of Mr. Jasinski’s outstanding and unvested RSUs as of Mr. Jasinski’s termination of employment continued to vest during the Consulting Period. Almog Adar In connection with Mr. Adar’s appointment as the Company’s Chief Financial Officer, the Company and Mr. Adar entered into a first amendment to Mr. Adar’s then-existing employment agreement with the Company, effective as of August 1, 2025 (the “Adar Employment Agreement”). Pursuant to the Adar Employment Agreement, Mr. Adar is entitled to receive (i) an annual base salary of $315,000, subject to periodic adjustments as may be determined from time to time by the compensation committee of the Board and (ii) an annual performance bonus of up to 35% of his annual base salary, subject to the achievement of objectives as determined by the compensation committee of the Board. For the fiscal year ended December 31, 2025, Mr. Adar’s annual performance bonus will be structured in the form of the Adar 2025 Bonus described under “2025 Bonuses” above. The Adar Employment Agreement also provided Mr. Adar with the right to receive an option to purchase 225,000 of the Company’s Ordinary Shares, which vests in four equal annual installments beginning on the first anniversary of the grant date, subject to Mr. Adar’s continued service with the Company and subject to the terms of the 2025 Plan. Upon a termination of Mr. Adar’s employment without “Cause” by the Company or resignation for “Good Reason” by Mr. Adar, and subject to Mr. Adar’s execution of a release agreement in the form acceptable to the Company, Mr. Adar is entitled to receive: (i) continuation of his base salary for six (6) months (the “Adar Severance Pay”), (ii) payment of his target bonus for the then-current year paid in six (6) substantially equal installments over a six-month period and in accordance with the Company’s standard payroll practices, (iii) reimbursement of monthly health insurance premium equal to the monthly employer contribution that the Company would have made if he had remained employed by the Company until the earliest of (a) the end of the period over which the Company pays the Adar Severance Pay, (b) the date on which Mr. Adar becomes eligible to receive group medical plan benefits from another employer, or (c) the date on which Mr. Adar is no longer eligible to receive such coverage under COBRA. In addition, if such termination without “Cause” or resignation for “Good Reason” occurs within ninety (90) days prior to a Change of Control (as defined in the Adar Employment Agreement) or twelve (12) months immediately following a Change of Control, and subject to Mr. Adar’s execution of the Separation Agreement, Mr. Adar is entitled to receive: (i) salary continuation at the Base Salary (as defined in the Adar Employment Agreement) rate for twelve (12) months (the “Adar Change of Control Severance Pay”), (ii) lump-sum payment in an amount equal to his target bonus for the then-current year, (iii) reimbursement of monthly health insurance premium equal to the monthly employer contribution that the Company would have made if he had remained employed by the Company until the earliest of (a) the end of the period over which the Company pays the Adar Change of Control Severance Pay, (b) the date on which Mr. Adar becomes eligible to receive group medical plan benefits from another employer, or (c) the date on which Mr. Adar is no longer eligible to receive such coverage under COBRA, and (iv) accelerated vesting of all unvested restricted share units and options, which will vest and become immediately exercisable upon the effective date of the termination of Mr. Adar’s employment. 105 The Adar 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 confidentiality, trade secrets and inventions clauses. 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, 2025, 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. 106 Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information concerning outstanding equity awards as of December 31, 2025, for each Named Executive Officer. This information reflects the number of ordinary shares of the Company after the 1-for-12 reverse share split of the ordinary shares effected by the Company on February 24, 2026. 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) ($) Mark Grant 6/2/2025 (3) — 33,333 14.70 6/2/2035 Larry Jasinski 6/27/2017 (4) 59 — 4,410.00 3/31/2026 5/3/2018 (5) 104 — 2,257.50 3/31/2026 3/27/2019 (6) 147 — 450.66 3/31/2026 Almog Adar 8/2/2022 (7) 297 2,055 6/30/2023 (8) 744 5,148 8/13/2025 (9) — 18,750 8.60 8/13/2035 Jeannine Lynch 8/2/2022 (10) 409 2,830 6/30/2023 (11) 818 5,661 11/11/2025 (12) 4,166 28,829 (1) Awards granted prior to 2025 were granted under the Company’s 2014 Equity Incentive Plan, as amended from time to time, and awards granted in 2025 were granted under the 2025 Plan. (2) The amount listed in this column represents the product of $6.92, which was the closing market price of the Company’s Ordinary Shares as of December 31, 2025, multiplied by the number of shares subject to the award. (3) Option awards vest with respect to 1/4th of the original number of Ordinary Shares subject thereto on each annual anniversary of June 2, commencing on June 2, 2026 and ending on June 2, 2029. (4) This award is fully vested. (5) This award is fully vested. (6) This award is fully vested. (7) 1/4th of the RSU award vests on an annual basis commencing on August 2, 2023, and ending on August 2, 2026. (8) 1/4th of the RSU award vests on an annual basis commencing on June 30, 2025, and ending on June 30, 2027. (9) Option awards vest with respect to 1/4th of the original number of Ordinary Shares subject thereto on each annual anniversary of August 13, commencing on August 13, 2026 and ending on August 13, 2029. (10) 1/4th of the RSU award vests on an annual basis commencing on August 2, 2023, and ending on August 2, 2026. (11) 1/4th of the RSU award vests on an annual basis commencing on June 30, 2025, and ending on June 30, 2027. (12) 1/4th of the RSU award vests on an annual basis commencing on December 11, 2026, and ending on December 11, 2029. 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. 107 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. 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, 2025, other than Mr. Mark Grant, our CEO, and Larry Jasinski, our former 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 ($) Share Awards ($) (1) Total ($) Dr. John William Poduska 61,351 (2) 25,000 86,351 Randel Richner 61,478 (3) 25,000 86,478 Joseph Turk 85,786 (4) 12,500 (5) 98,286 Hadar Levy 49,277 (6) 25,000 74,277 Michael Swinford 52,527 (7) 25,000 77,527 Robert Marshall 58,551 (8) 25,000 83,551 (1) Amounts represent the aggregate grant date fair value of an award of 35,899 RSUs issued under the Amended and Restated 2025 Incentive Compensation Plan (the “2025 Plan”) as an annual award to the applicable directors, 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. All RSUs become vested and exercisable in four equal quarterly installments starting three months following the grant date. The valuation assumptions used in determining such amounts are described in Notes 2k and 8c to our consolidated financial statements included in our Annual Report, filed on March 7, 2025. 108 (2) Represents $24,658 earned by Dr. Poduska as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $12,500 received in lieu of equity compensation (as discussed below), $15,279 for attending meetings of the Board of Directors, $2,836 for serving as a member of the audit committee, $6,078 for serving as the chairman of the compensation committee. (3) Represents $24,658 earned by Ms. Richner as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $12,500 received in lieu of equity compensation, $18,893 for attending meetings of the Board of Directors, $5,427 for serving as a member of the compensation committee. (4) Represents $37,513 earned by Mr. Turk as an annual retainer for serving as our Chairman of the Board of Directors, a cash payment of $12,500 earned in lieu of equity compensation, $28,044 for attending meetings of the Board of Directors and $7,729 for serving as a member of the compensation committee. Mr. Turk elected to step down from the Board of Directors effective as of December 31, 2025. (5) At our annual meeting for fiscal year ended December 31, 2024, our stockholders approved the right for the Chairman of the Board of Directors to receive an Annual RSU Grant (or a cash fee in lieu of an equity grant) having a value equal to $100,000 on the date of grant. Due to an insufficient number of shares under our 2025, Mr. Turk elected to forgo a portion of his Annual RSU Grant equal to $50,000 and, instead, in lieu of such equity compensation, receive such amount in cash in 4 substantially equal quarterly installments, subject to Mr. Turk’s continued service as a member of the Board of Directors. Mr. Turk earned $12,500 of this $50,000 cash amount before electing to step down from the Board of Directors effective December 31, 2025. (6) Represents $24,658 earned by Mr. Levy as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $12,500 received in lieu of equity compensation, $9,788 for attending meetings of the Board of Directors and $2,331 for serving as a member of the audit committee. Mr. Levy elected to step down from the Board of Directors effective as of February 24, 2026. (7) Represents $24,658 earned by Mr. Swinford as a portion of the annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $12,500 received in lieu of equity compensation, $15,369 for attending meetings of the Board of Directors. (8) Represents $24,658 earned by Mr. Marshall as a portion of the annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $12,500 received in lieu of equity compensation, $17,229 for attending meetings of the Board of Directors and $4,164 for serving as a member of the audit committee. Mr. Marshall was appointed Chairman of the Board of Directors effective January 1, 2026. The aggregate number of Ordinary Shares subject to outstanding options and RSU awards for each of our non-employee directors as of December 31, 2025, is shown below. Information regarding Mr. Grant’s and Mr. Jasinski’s outstanding equity awards as of December 31, 2025, is set forth in the Outstanding Equity Awards Table found elsewhere in this annual report. This information reflects the number of ordinary shares of the Company after the 1-for-12 reverse share split of the ordinary shares effected by the Company on February 24, 2026. Name Number of Shares Dr. John William Poduska 2,243 Randel Richner 2,243 Joseph Turk (1) — Hadar Levy(2) 2,243 Michael Swinford 2,243 Robert Marshall 2,243 (1) Mr. Turk elected to step down from the Board of Directors effective December 31, 2025.Mr. Levy elected to step down from the Board of Directors effective February 24, 2026. 109 Cash compensation for our independent, non-employee directors’ services is governed by previous decisions of our compensation committee, Board of Directors 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 share unit award (the “Initial RSU Award”), with such Initial RSU Award having a value equal to $50,000 on the date of grant (in each case, 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, with such Annual RSU Award having a value equal to $50,000 on the date of grant, except in the case of the Chairman of the Board of Directors, who is eligible to receive an annual grant of RSUs having a value equal to $100,000 on the date of the grant (each annual RSU grant, the “Annual RSU Award”). 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 of Directors. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS As of March 9, 2026, there were 1,528,207 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. This information reflects the number of ordinary shares of the Company after the 1-for-12 reverse share split of the ordinary shares effected by the Company on February 24, 2026. The following table sets forth certain information as of March 9, 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 9, 2026 and shares subject to RSUs that were vested as of or will vest within 60 days of March 9, 2026 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. 110 Under 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., 2 Cabot Rd., Hudson, MA 01749. Name Number of Shares Percentage Greater than 5% Beneficial Owners: - - Named Executive Officers, Directors and Director Nominees: Mark Grant (1) - - Randel Richner (2) 3,292 * Dr. John William Poduska (3) 3,166 * Michael Swinford (4) 6,914 * Robert Marshall (5) 1,494 * Jeannine Lynch (6) 2,311 * Almog Adar (7) 2,083 * Lawrence Jasinski (8) 310 * All directors and executive officers as a group (eight persons) (9) 19,570 1.3 % * Ownership of less than 1%. (1) Mr. Grant commenced serving as our President and co-Chief Executive Officer and as a member of our Board of Directors effective June 2, 2025 and as President and sole Chief Executive Officer effective July 1, 2025. (2) Consists of 3,292 Ordinary Shares, including 747 ordinary shares underlying RSUs vesting within 60 days. (3) Consists of 3,164 Ordinary Shares, including 747 shares underlying RSUs vesting within 60 days, and 2 exercisable options to purchase ordinary shares. (4) Consists of 6,914 Ordinary Shares, including 747 ordinary shares underlying RSUs vesting within 60 days. (5) Consists of 1,494 Ordinary Shares, including 747 ordinary shares underlying RSUs vesting within 60 days. (6) Consists of 2,311 Ordinary Shares. (7) Consists of 2,083 Ordinary Shares. (8) Consists of 310 exercisable options to purchase ordinary shares. (9) Consists of (i)16,270 ordinary shares directly or beneficially owned by our executive officers and our directors other than Mr. Grant; (ii) 312 ordinary shares constituting the cumulative aggregate number of options granted to the director; and (iii) 2,988 shares underlying RSUs vesting within 60 days. Equity Compensation Plan Information The following table provides information as of December 31, 2025 with respect to the ordinary shares that may be issued under our existing equity compensation plans. The information below reflects a number of ordinary shares of the Company after the 1-for-12 reverse share split of the ordinary shares effected by the Company on February 24, 2026. 111 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 (1) 92,549 (1) $ 46.47 (2) 39,851 (3) Equity compensation plans not approved by security holders (2) 33,333 (4) $ 14.70 — Total 125,882 $ 26.28 39,851 (1) Includes our 2014 Incentive Compensation Plan (the “2014 Plan”) and our 2025 Plan. (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 of December 31, 2025, a total of 39,851 ordinary shares were available for issuance under our 2025 Plan. Our 2025 Plan does not include an “evergreen” provision. The shares underlying awards under the 2025 Plan (or awards under the 2014 Plan) that are forfeited (including any shares subject to an award (or any such other award) that are repurchased by the Company due to failure to meet any applicable condition), cancelled, terminated or expire unexercised shall be available for issuance pursuant to future awards under the 2022 Plan. The Company no longer makes grants under the 2014 Plan. (4) Represents an inducement grant of 33,333 options to purchase ordinary shares made to Mark Grant (the “Grant Inducement Award”) as an inducement grant which were granted outside of our 2014 Plan but are subject to the terms and conditions applicable to options granted under our 2014 Plan. The Grant Inducement Award vests in four equal annual installments commencing on the date of grant, provided, that, in the event Mr. grant’s employment with us is terminated by us without “cause” or by the applicable executive for “good reason” within 90 days prior to a “change of control” or one year following a change of control (each, as defined in the applicable executive’s employment agreement with us), the Grant Inducement Award will fully vest upon the later of the date of the termination or the date of the change in control, subject to the applicable executive’s execution of a release of claims. 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. 112 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, 2024, 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, 2024, 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. 113 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. 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. 114 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 Majority”. 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 Majority. 115 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. 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. 116 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. 2024 2025 ($ in thousands) Audit Fees (1) $ 250 $ 280 Audit-Related Fees (2) $ - $ - Tax Fees (3) $ 30 $ 58 All Other Fees (4) $ 4 $ 4 Total: $ 284 $ 342 (1) “Audit fees” include fees for services performed by our independent public accounting firm in connection with our annual audit for 2024 and 2025, 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. (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 2024 and 2025 were pre-approved by the audit committee. 117 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. 118 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). + 2.2 Share Purchase Agreement, dated January 12, 2026 among Lifeward, Ltd., Oramed Pharmaceuticals, Inc. and Oratech Pharma, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2026). 3.1 Eighth Amended and Restated Articles of Association of the Company. 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 4.3 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). 4.4 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). 4.5 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). 4.6 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). 4.7 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). 4.8 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). 4.9 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). 4.10 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). 4.11 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). 4.12 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). 4.13 Form of Ordinary Warrant from June 2025 public offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 26, 2025). 4.14 Form of Placement Agent Warrant from June 2025 public offering (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 26, 2025). 4.15 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2026). 4.16 Form of Transaction Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2026). 4.17 Form of Senior Secured Convertible Note (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2026). 4.18 Form of Common Warrant (incorporated by reference to Exhibit 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2026). 10.1 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).* 10.2 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).** 10.3 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).** 10.4 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).** 119 10.5 Amendment No. 1 to the Executive Employment Agreement, dated as of September 23, 2020, by and between the Company and Larry Jasinski (incorporated by reference to Exhibit 10.6 to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2025).** 10.6 Separation Agreement and Release, dated as of June 30, 2025, between the Company and Larry Jasinski. ** 10.7 Amendment No. 1 to the Separation Agreement and Release, dated as of August 14, 2025, by and between the Company and Larry Jasinski. ** 10.8 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).** 10.9 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).** 10.10 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).** 10.11 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).** 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 Form of Nonqualified Stock Option Award Agreement (Inducement Award) for non-Israeli employees and executives (incorporated by reference by Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025). 10.16 Lifeward Ltd. 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on August 5, 2025). 10.17 Form of Incentive Stock Option Award Agreement for non-Israeli employees, executives and non-employee directors under the 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 25, 2025). 10.18 Form of Non-Qualified Stock Option Award Agreement for non-Israeli employees, executives and non-employee directors under the 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 99.3 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 25, 2025). 10.19 Form of Option Award Agreement for Israeli employees, executives and non-employee directors under the 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 99.4 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 25, 2025). 10.20 Form of Restricted Share Unit Award Agreement for non-Israeli employees, executives and non-employee directors under the 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 99.5 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 25, 2025). 120 10.21 Form of Restricted Share Unit Award Agreement for Israeli employees, executives and non-employee directors under the 2025 Incentive Compensation Plan (incorporated by reference to Exhibit 99.6 to the Registrant’s Registration Statement on Form S-8 filed with the Commission on August 25, 2025). 10.22 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).* 10.23 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).** 10.24 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).** 10.25 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).** 10.26 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).** 10.27 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). ** 10.28 Employment Agreement, dated May 16, 2025, by and between Lifeward, Inc. and William Mark Grant (incorporated by reference to Exhibit 10.29 of the Company’s Registration Statement on Form S-1 (File No. 333-288172) filed with the SEC on June 20, 2025). ** 10.29 First Amendment to Employment Agreement, dated August 1, 2025, by and between Lifeward, Inc. 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 November 14, 2025). ** 10.30 Manufacturing Services Agreement, dated as of October 3, 2024, by and between the Company and Cirtronics Corporation. (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2025).* 10.31 Secured Promissory Note, dated as of November 14, 2025, by and between the Company and Oramed Ltd. 10.32 Secured Promissory Note, dated as of February 12, 2026, by and between the Company and Oramed Ltd. 10.33 Form of Lock-up Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2026). 10.34 Securities Purchase Agreement, dated January 12, 2026, by and among the Company and the investors thereto and Oramed Pharmaceuticals, Inc., as agent (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 13, 2026). 19.1 Insider Trading Policy. (incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2025). 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.*** 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. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) + 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. 121 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/ Mark Grant Name: Mark Grant Title: Chief Executive Officer Date: March 18, 2026 122 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENT: That the undersigned officers and directors of Lifeward Ltd. do hereby constitute and appoint Mark Grant and Almog Adar 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/ Mark Grant Director, President and Chief Executive Officer March 18, 2026 Mark Grant (Principal Executive Officer) /s/ Almog Adar Chief Financial Officer March 18, 2026 Almog Adar (Principal Financial and Accounting Officer) /s/ Robert Marshall Chairman of the Board March 18, 2026 Robert Marshall /s/ Dr. John William Poduska Director March 18, 2026 Dr. John William Poduska /s/ Randel Richner Director March 18, 2026 Randel Richner /s/ Michael Swinford Director March 18, 2026 Michael Swinford 123 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, 2025 and 2024, 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, 2025, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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 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 sale of its products at a point in time based on the consideration to which the company is entitled to in exchange for sales of its products. 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. Auditing the Company’s measurement of variable consideration involved challenging judgment because the calculation includes uncertainty and subjective management assumptions that were required to evaluate the transaction price adjustments. 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. Goodwill Impairment Description of the Matter As discussed in Note 2 to the consolidated financial statements, goodwill is tested by the Company’s management for impairment at the reporting unit level at least annually, unless there are indications of impairment at other points throughout the year. During the year ended December 31, 2025, the Company recorded goodwill impairment charges of $2.8 million as it was determined that the fair value of its reporting unit was less than its carrying value. As of December 31, 2025, the goodwill balance was $4.7 million. We identified the valuation of goodwill for the Company’s reporting unit as a critical audit matter because of the significant judgments made by management to estimate the fair value of the reporting unit. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s judgments and estimates related to the estimated control premium. How We Addressed the Matter in Our Audit To test the fair value of the reporting unit, our audit procedures included, among other, testing the completeness and accuracy of underlying data used in the estimate of the control premium; and evaluating the significant assumptions used by management in developing the control premium estimate. With the assistance of our fair value specialists, we evaluated the reasonableness of the Company’s control premium by comparing it to data from publicly available premium studies for public company transactions. /S/ KOST FORER GABBAY & KASIERER A Member of EY Global We have served as the Company’s auditor since 2014. Tel-Aviv, Israel March 18, 2026 F - 3 LIFEWARD LTD. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands December 31, 2025 2024 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 2,169 $ 6,746 Restricted cash 240 197 Trade receivables, net of credit losses of $ 192 and $ 160 , respectively 6,138 6,004 Prepaid expenses and other current assets 1,528 1,624 Inventories 5,732 6,723 Total current assets 15,807 21,294 LONG-TERM ASSETS Restricted cash and other long-term assets 209 240 Operating lease right-of-use assets 1,544 548 Property and equipment, net 585 867 Goodwill 4,755 7,538 Total long-term assets 7,093 9,193 Total assets $ 22,900 $ 30,487 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, 2025 2024 LIABILITIES AND SHAREHOLDERS’ EQUITY CURRENT LIABILITIES: Trade payables $ 5,590 $ 5,022 Employees and payroll accruals 1,442 1,332 Deferred revenue 920 1,248 Convertible promissory notes 2,803 - Current maturities of operating leases liability 425 858 Earnout liability - 608 Other current liabilities 859 1,157 Total current liabilities 12,039 10,225 LONG-TERM LIABILITIES Deferred revenues 1,233 1,324 Non-current operating leases liability 1,159 22 Other long-term liabilities 61 67 Total long-term liabilities 2,453 1,413 Total liabilities 14,492 11,638 COMMITMENTS AND CONTINGENT LIABILITIES Shareholders’ equity: Ordinary share of NIS 1.75 par value-Authorized: 75,000,000 shares at December 31, 2025 and 25,000,000 shares at December 31, 2024; Issued: 1,572,319 and 781,854 shares at December 31, 2025 and December 31, 2024, respectively; Outstanding: 1,524,431 and 733,966 shares as of December 31, 2025 and December 31, 2024 respectively (1) 9,418 4,590 Additional paid-in capital 286,932 282,287 Treasury Shares at cost, 47,888 ordinary shares at December 31, 2025 and December 31, 2024 (1) ( 3,203 ) ( 3,203 ) Accumulated deficit ( 284,739 ) ( 264,825 ) Total shareholders’ equity 8,408 18,849 Total liabilities and shareholders’ equity $ 22,900 $ 30,487 The accompanying notes are an integral part of these consolidated financial statements. (1) Reflects the one-for-seven reverse share split that became effective on March 15, 2024, and the one-for-twelve reverse share split that became effective on February 24, 2026. See Note 8a 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, 2025 2024 2023 Revenue $ 22,034 $ 25,663 $ 13,854 Cost of revenue 13,606 17,447 9,401 Gross profit 8,428 8,216 4,453 Operating expenses: Research and development, net 3,249 4,625 4,148 Sales and marketing 13,875 17,949 13,922 General and administrative 8,195 5,195 9,995 Impairment charges 2,783 9,794 - Total operating expenses 28,102 37,563 28,065 Operating loss ( 19,674 ) ( 29,347 ) ( 23,612 ) Financial (expense) income, net ( 295 ) 448 1,467 Loss before income taxes ( 19,969 ) ( 28,899 ) ( 22,145 ) Taxes on income (benefit) ( 55 ) 43 ( 12 ) Net loss $ ( 19,914 ) $ ( 28,942 ) $ ( 22,133 ) Net loss per ordinary share, basic and diluted $ ( 17.16 ) $ ( 39.96 ) $ ( 31.13 ) Weighted average number of shares used in computing net loss per ordinary share, basic and diluted (1) 1,160,521 724,272 710,941 The accompanying notes are an integral part of these consolidated financial statements. (1) Reflects the one-for-seven reverse share split that became effective on March 15, 2024, and the one-for-twelve reverse share split that became effective on February 24, 2026. See Note 8a 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, 2022 715,318 $ 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 13,202 76 ( 76 ) ‐ ‐ ‐ Treasury shares at cost ( 12,969 ) ( 78 ) ‐ ( 772 ) ‐ ( 850 ) Net loss ‐ ‐ ‐ ‐ ( 22,133 ) ( 22,133 ) Balance as of December 31, 2023 715,551 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 18,415 103 ( 103 ) ‐ ‐ ‐ Net loss ‐ ‐ ‐ ‐ ( 28,942 ) ( 28,942 ) Balance as of December 31, 2024 733,966 4,590 282,287 ( 3,203 ) ( 264,825 ) 18,849 Share-based compensation to employees and non-employees - - 743 - - 743 Issuance of ordinary shares upon vesting of RSUs by employees and non-employees 15,714 99 ( 99 ) - - - Issuance of ordinary shares under at-the-market offering, net of issuance costs of $ 311 (2) 289,903 1,802 691 - - 2,493 Issuance of ordinary shares in a in a public offering, net of issuance expenses in the amount of $ 584 (2) 333,333 2,058 ( 42 ) - - 2,016 Issuance of ordinary shares in a Registered Direct offering, net of issuance expenses in the amount of $ 779 (2) 151,515 869 3,352 - - 4,221 Net loss ‐ - - - ( 19,914 ) ( 19,914 ) Balance as of December 31, 2025 1,524,431 9,418 286,932 ( 3,203 ) ( 284,739 ) 8,408 (1) Reflects the one-for-seven reverse share split that became effective on March 15, 2024, and the one-for-twelve reverse share split that became effective on February 24, 2026. See Note 8a to the consolidated financial statements. (2) See Note 8b to the condensed 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, 2025 2024 2023 Cash flows used in operating activities : Net loss $ ( 19,914 ) $ ( 28,942 ) $ ( 22,133 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 333 494 239 Amortization of intangible assets - 3,347 1,608 Impairment of intangible and tangible assets 2,783 9,794 - Share-based compensation 743 1,281 1,328 Remeasurement of earnout liability ( 608 ) ( 2,684 ) ( 315 ) Accrued interest 442 - ( 11 ) Change in fair value of derivative liability ( 197 ) - - Exchange rate fluctuations ( 110 ) ( 34 ) ( 45 ) Changes in assets and liabilities: Trade receivables, net ( 134 ) ( 2,884 ) ( 311 ) Prepaid expenses and other assets 192 188 ( 656 ) Operating lease right-of-use assets 439 1,195 125 Inventories 896 ( 920 ) ( 277 ) Trade payables ( 347 ) ( 47 ) 1,037 Employees and payroll accruals 110 ( 702 ) ( 14 ) Deferred revenues ( 419 ) ( 438 ) ( 269 ) Operating lease liabilities ( 731 ) ( 1,216 ) ( 144 ) Other liabilities ( 304 ) ( 150 ) ( 829 ) Net cash used in operating activities ( 16,826 ) ( 21,718 ) ( 20,667 ) Cash flows used in investing activities: Acquisition of a business, net of cash acquired - - ( 18,068 ) Purchase of property and equipment ( 16 ) - ( 81 ) Net cash used in investing activities ( 16 ) - ( 18,149 ) Cash flows used in financing activities : Issuance of ordinary shares in a Registered Direct offering, net of issuance expenses in the amount of $ 558 (1) 4,442 - - Issuance of ordinary shares under at-the-market offering, net of issuance costs of $ 192 (1) 2,578 - - Issuance of ordinary shares in a public offering, net of issuance expenses in the amount of $ 432 (1) 2,183 - - Purchase of treasury shares - - ( 992 ) Proceeds from short term loan 1,437 - - Proceeds from bifurcated embedded derivatives 1,563 - - Net cash provided by (used in) financing activities 12,203 - ( 992 ) Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash 110 34 45 Decrease in cash, cash equivalents, and restricted cash ( 4,529 ) ( 21,684 ) ( 39,763 ) Cash, cash equivalents, and restricted cash at beginning of period 7,108 28,792 68,555 Cash, cash equivalents, and restricted cash at end of period $ 2,579 $ 7,108 $ 28,792 (1) See Note 8b to the condensed consolidated financial statements. 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, 2025 2024 2023 Supplemental disclosures of non-cash flow information Classification of inventory to property and equipment, net $ 35 $ 404 $ 481 Expenses related to offerings not yet paid (1) $ 473 $ - $ - ROU assets obtained from lease liabilities $ 1,435 $ 193 $ 513 Supplemental disclosures of cash flow information: Cash paid (received) for income taxes $ 36 $ ( 7 ) $ 126 Cash received from interest $ 81 $ 654 1,341 Reconciliation of cash, cash equivalents and restricted cash as shown in the consolidated statements of cash flows Cash and cash equivalents $ 2,169 $ 6,746 $ 28,083 Restricted cash $ 410 $ 362 $ 709 Total Cash, cash equivalents, and restricted cash $ 2,579 $ 7,108 $ 28,792 (1) See Note 8b to the condensed consolidated financial statements 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. In the past, the Company developed the ReStore Exo-Suit device (“ReStore”), a powered, lightweight soft exo-suit intended for use during the rehabilitation of individuals with lower limb disabilities due to stroke. The Company is no longer actively commercializing the ReStore product. The Company distributes the MYOLYN MyoCycle FES Pro cycles to U.S. rehabilitation clinics and the MyoCycle Home cycles available to U.S. veterans through VA hospitals on a non-exclusive basis. In August 2023, the Company acquired AlterG, Inc., a provider of anti-gravity systems. AlterG’s systems utilize patented, NASA-derived Differential Air Pressure (“DAP”) technology designed to reduce the effects of gravity and enable patients to rehabilitate with calibrated support and reduced pain. Following the Company’s rebranding, AlterG, Inc. was renamed LCAI and operates as a wholly owned subsidiary of the Company. 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, 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, individuals and organizations in the spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships. F - 10 d. Beginning in the second quarter of 2025, the Company transitioned the manufacturing of its ReWalk exoskeleton products to its facility in Yokneam, Israel, where the Company currently manufactures these systems. The Company depends on one contract manufacturer to manufacture the AlterG products in its portfolio, Cirtronics Corporation. Reliance on this vendor makes the Company vulnerable to possible capacity constraints and reduces control over component availability, delivery schedules, manufacturing yields and costs. e. As of December 31, 2025, the Company incurred a consolidated net loss of $ 19.9 million and had an accumulated deficit of $ 284.7 million. The Company’s cash and cash equivalents as of December 31, 2025 totaled $ 2.2 million and net cash used in operating activities for the year ended December 31, 2025, was $ 16.8 million. The Company expects to continue to generate operating losses and negative operating cash flows in the foreseeable future and will require additional funding to support its planned operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date that these consolidated financial statements are issued. Management intends to raise additional capital through one or more financings in the near term in order to meet the Company’s cash requirements for the next 12 months. As described in Note 15 – Subsequent Events, in January 2026 the Company entered into agreements with Oramed Pharmaceuticals, Inc. and its subsidiary Oratech Pharma, Inc. which include a potential strategic transaction and related financing arrangements. On March 12, 2026, the Company’s shareholders approved the transaction. However, the closing of the transaction remains subject to the satisfaction of customary closing conditions, and there can be no assurance that the transaction will be completed or that the Company will receive the anticipated funding. If completed, the transaction is expected to provide the Company with additional liquidity to support its operations. If the Company is unable to obtain additional capital, management may implement measures intended to manage cash expenditures and preserve liquidity. These measures may include prioritizing research and development activities, delaying certain product development initiatives, and reducing discretionary operating expenses such as marketing, travel and other non-essential costs. Accordingly, the Company has concluded that substantial doubt exists about its ability to continue as a going concern for a period of at least 12 months from the date of issuance of these consolidated financial statements. The consolidated financial statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that might result should the Company be unable to continue as a going concern. Such adjustments could be material. NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in with U.S. generally accepted accounting principles, 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, as well as 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, derivatives, contingent liabilities, goodwill impairment, provision for warranty, allowance for credit losses, revenue recognition, and deferred taxes. 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. Actual results could differ from those estimates. 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. Work in process - based on raw materials, labor, and applicable manufacturing overhead on an average cost basis. Raw materials - The weighted average cost method. F - 12 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. 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 a result of this assessment, the Company recorded a goodwill impairment of $ 2.8 million during the year ended December 31, 2025. During the year ended December 31, 2024, no impairments of goodwill have been recognized. F - 13 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. There were no impairment charges to long-lived assets during the year ended December 31, 2025. During the year ended December 31, 2024, the Company recorded an impairment charge in the amount of $ 9.8 million 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 - 14 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 and considers the probability of collecting substantially all of the consideration. 2. Identify the performance obligations in the contract Performance obligations promised in a contract are identified based on the products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the products or services either on their own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products and services is separately identifiable from other promises in the contract. 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. Sales and other taxes collected from customers on behalf of governmental authorities are accounted for on a net basis and are not included in revenues. 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. Certain arrangements with customers contain multiple distinct performance obligations. For these arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling price (SSP). The Company generally establishes SSPs based on observable selling prices. 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. F - 15 Disaggregation of Revenue (in thousands): Year Ended December 31, 2025 2024 2023 Sale of product $ 17,165 $ 19,920 $ 10,681 Lease of products 1,781 2,557 1,033 Service and warranty 3,088 3,186 2,140 Total Revenues $ 22,034 $ 25,663 $ 13,854 Product revenue The Company offered to its customers five products: (1) ReWalk Personal, (2) ReWalk Rehabilitation, (3) AlterG Anti-Gravity system, (4) MyoCycle, and (5) ReStore. Revenue from Products sold to rehabilitation facilities and end users is recognized at a point in time once the customer has obtained control of the products usually upon delivery. The Company generally does not grant a right of return for its products. With the recent establishment of a Medicare reimbursement pathway for the ReWalk product, the Company includes variable consideration in the form of implicit price concessions if, 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. For contracts with Medicare, the Company determines the amount of variable consideration that should be included at the transaction price, using contractual agreements and historical reimbursement experience with Medicare. The Company applies constraint to the transaction price, such that revenue is recorded only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in the future. If actual amounts of consideration ultimately received differ from the Company’s estimates, the Company adjusts these estimates, which would affect revenue in the period such adjustments become known. 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. Lease revenue A portion of the Company's sales of products to customers are made through lease arrangements which typically include AlterG Anti-Gravity systems. Revenue for the lease of AlterG Anti-Gravity systems is accounted for under ASC Topic 842, Leases. AlterG Anti-Gravity systems being utilized under service agreements, accounted for in accordance with ASC 842 as an operating lease. Revenues are recognized ratably over the lease term. See Note 2y for more additional information. Service and warranties The Company provides product assurance warranties for periods of 1 - 10 years (usually 2 years) that cover the compliance of the products with agreed-upon specifications. A provision is recorded for estimated warranty costs based on the Company's experience. 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. In certain contracts, the company also provides a service-type warranty. Service-type warranty is accounted for as a separate performance obligation, and revenue is recognized ratably over the service period as the customer consumes the benefit over the service term. F - 16 Contract balances (in thousands): December 31, December 31, 2025 2024 Trade receivable, net of credit losses $ 6,138 $ 6,004 Deferred revenues (1) $ 2,153 $ 2,572 (1) $ 1.4 million of the December 31, 2024 deferred revenue balance was recognized as revenue during the year ended December 31, 2025. Deferred revenue is composed primarily of unearned revenue related to service type warranty obligations, multi-year services contracts, 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, 2025 and the estimated revenue expected to be recognized in the future amounts to $2.3 million, which will be fulfilled over one to five years. 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 award 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 elects the straight-line recognition method for awards subject to graded vesting based only on a service condition 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-month ended December 31, 2025, the Company issued warrants to acquire up to 513,930 ordinary shares. There were no issued warrants during the twelve months ended December 31, 2024. Refer to Note 8f for additional information. The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, meet the definition of a liability under ASC 480, are indexed to the Company’s own shares and whether the warrants are eligible for equity classification under ASC 815-40. This assessment is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding. Warrants that meet all the criteria for equity classification, are required to be recorded as a component of additional paid-in capital. Warrants that do not meet all the criteria for equity classification, are required to be recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value through earnings at each balance sheet date thereafter. 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, 2025, and 2024, 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, 2024 $ 392 Provision 674 Usage ( 723 ) Balance at December 31, 2025 $ 343 F - 18 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. The below table reflects the concentration of credit risk for the Company’s current customers as of December 31, 2025 and 2024, 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, 2025 2024 Customer A 56 % 40 % The allowance for credit losses is based on the Company's assessments of the collectability of accounts. 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, 2025, and 2024 trade receivables are presented net of allowance for credit losses in the amount of $ 192 thousand and $ 160 thousand 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 $ 146 thousand, $ 126 thousand and $ 114 thousand for the years ended December 31, 2025, 2024 and 2023, respectively. F - 19 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. 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, 2025 and December 31, 2024 (in thousands): Fair value measurements as of Description Fair Value Hierarchy December 31, 2025 December 31, 2024 Financial assets: Money market funds included in cash and cash equivalent Level 1 $ - $ 2,697 Total Assets Measured at Fair Value $ - $ 2,697 Financial Liabilities: Earnout Level 3 $ - $ 608 Derivative liability Level 3 $ 1,366 - Total liabilities measured at fair value $ 1,366 $ 608 The Company classifies Money market funds 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 estimated fair value of the derivative liability is using the Black-Scholes option-pricing model, which is a Level 3 fair value measurement. The model requires the use of several key assumptions, including the stock price, exercise price, expected term, expected volatility, risk-free interest rate, and expected dividend yield. The following table provides the inputs used for Level 3 fair value measurements of derivative liability: December 31, 2025 Stock price $ 0.58 Term (in years) 0.37 Volatility 87.91 %- 93.12 % Risk-free rate 3.65 %- 3.65 % Dividend yield $ 0 % F - 20 The following table summarizes the earnout liability activity as of December 31, 2025 (in thousands): Earnout Balance December 31, 2024 $ 608 Change in fair value $ ( 608 ) Balance December 31, 2025 $ - As part of the acquisition of AlterG Inc., the Company was obligated to pay an earnout based on the performance of the acquired entity, LCAI. The earnout consists of two potential payments: 1. A cash payment equal to 65% of the amount, if any, by which LCAI’s revenue for the first 12-month period following the acquisition exceeds a predefined revenue target (“First Earnout Payment”). 2. A cash payment equal to 65% of the amount, if any, by which LCAI’s revenue for the subsequent 12-month period exceeds its respective revenue target. At the acquisition date, management estimated the fair value of the total earnout liability at approximately $ 3.6 million, based on the actual performance of LCAI to date and the assessed probability of meeting the revenue targets. The earnout liability is recognized in the consolidated financial statements and is remeasured at each reporting period, with changes in fair value recorded through the consolidated statement of operations. LCAI did not meet the first and the second revenue targets, and therefore, no payment was made. During the year ended December 31, 2025, the Company recognized a change in fair value of the earnout of approximately $ 608 thousand, which was recorded under general and administrative expenses in the consolidated statement of operations. Derivative liability at fair value The following table summarizes the derivative liability activity as of December 31, 2025 (in thousands): Derivative liability Balance November 14, 2025 $ - Issuance of embedded derivative $ 1,563 Change in fair value $ ( 197 ) Balance December 31, 2025 $ 1,366 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. The goodwill impairment recorded during fiscal year 2025 was estimated using the Company's stock price, a Level 1 input, adjusted for an estimated control premium. Refer to Note 5 for additional information. u. Convertible Promissory Notes The Company applies ASC 470-20, “Debt with Conversion and Other Options” (“ASC 470-20”). In accordance with ASC 470-20 the Company first allocates the proceeds to freestanding liability instrument that are measured at fair value at each reporting date, based on their fair value. The remaining proceeds are allocated between the convertible debt and any bifurcated embedded derivatives. In accordance with ASC 815 “Derivatives and Hedging” (“ASC 815”), the Company bifurcates embedded derivatives for the conversion option that require bifurcation and accounts for it separately from the convertible debt. F - 21 The Company applies ASC 815, “Derivatives and Hedging” to all features related to convertible debt. When features meet the definition of a derivative that do not qualify for any scope exceptions within ASC 815, they are required to be accounted for separately from the debt instrument and recorded as derivative instrument liabilities. The fair value assigned to the embedded derivative instruments is marked to market in each reporting period. The Company has recorded embedded derivative liabilities related to the convertible promissory note. For further information regarding the convertible promissory notes, see Note 9. v. 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. w. 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. x. 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 7c). Research and development grants recognized during the years ended December 31, 2025, 2024 and 2023 were $ 27 thousand, $ 220 thousand and $ 259 thousand, respectively. y. 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. The Company elected the practical expedient to not separate lease and non-lease components for its leases. Lessor accounting - Operating leases A portion of the AlterG 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. F - 22 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 of 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 lease revenue for the AlterG Anti-Gravity Products has amounted to $ 751 thousand for the year ended December 31, 2025 and $ 719 thousand for the year ended December 31, 2024. z. New Accounting Pronouncements Recently Implemented Accounting Pronouncements i. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid, disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-09 during the year ended December 31, 2025 and has applied the disclosure prospectively. For additional information see Note 10 of these consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted i. 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. ii. In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This amendment introduces a practical expedient for the application of the current expected credit loss (“CECL”) model to current accounts receivable and contract assets. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating the timing of adoption and impact of this amendment on its consolidated financial statements and related disclosures. iii. In December 2025, the FASB issued ASU 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities. The update provides recognition, measurement, presentation, and disclosure requirements for government grants, including guidance for grants related to an asset and grants related to income. The amendments introduce two permitted approaches for asset-related grants: a deferred income approach or a cost accumulation approach. The guidance is effective for the Company beginning December 15, 2028, with early adoption permitted. The Company is currently evaluating the impact on its consolidated financial statement. iv. In December 2025, the FASB issued ASU 2025-11 to amend the guidance in Interim Reporting (Topic 270). The update provides clarifications intended to improve the consistency and usability of interim disclosure requirements, including a comprehensive listing of required interim disclosures and a new disclosure principle for reporting material events occurring after the most recent annual period. The amendments do not change the underlying objectives of interim reporting but are designed to enhance clarity in application. The guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the impact on its consolidated financial statement disclosures. F - 23 NOTE 3:- PREPAID EXPENSES AND OTHER CURRENT ASSETS The components of prepaid expenses and other current assets are as follows (in thousands): December 31, 2025 2024 Government institutions $ 218 $ 289 Prepaid expenses 917 1,046 Other assets 393 289 $ 1,528 $ 1,624 NOTE 4:- INVENTORIES The components of inventories are as follows (in thousands): December 31, 2025 2024 Finished products $ 3,689 $ 3,580 Work in progress 38 - Raw materials 2,005 3,143 $ 5,732 $ 6,723 During the twelve months ended December 31, 2025, 2024, and 2023, the Company recognized, at cost of revenues, reserves for excess and obsolete in the amount of $ 539 thousand, $ 981 thousand, and $ 398 thousand, respectively. F - 24 NOTE 5:- GOODWILL The changes in the carrying amount of goodwill: Thousand Dollars Balance as of December 31, 2024 $ 7,538 Goodwill impairment ( 2,783 ) Balance as of December 31, 2025 $ 4,755 The Company periodically analyses whether any indicators of goodwill impairment have occurred. In the second quarter of 2025, the Company experienced a decline in its stock price resulting in its market capitalization being less than the carrying value of its one reporting unit. Thus, the Company performed quantitative assessments of the Company’s reporting unit. The fair value was determined based on the market approach. The market approach utilizes the Company's market capitalization plus an appropriate control premium. In calculating the goodwill impairment charges, the Company estimated the fair value of its single reporting unit based on its market capitalization and an appropriate control premium. Market capitalization is determined by multiplying the number of shares of common stock outstanding by the market price of its common stock. The control premium, or the amount paid by a new controlling shareholder for the benefits resulting from synergies and other potential benefits derived from controlling the acquired company, is determined by utilizing data from publicly available premium studies for similarly situated public company transactions. A goodwill impairment loss was recognized for the difference between the carrying value of the reporting unit and the fair value. As a result of this assessment, the Company recorded a goodwill impairment of $ 2.8 million during the year ended December 31,2025. Long-lived assets: The Company evaluates the recoverability of long-lived assets, including property and equipment and intangible assets subject to amortization for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. The carrying intangible assets were fully impaired as of December 31, 2024. NOTE 6:- PROPERTY AND EQUIPMENT, NET The components of property and equipment, net are as follows (in thousands): December 31, 2025 2024 Cost: Computer equipment $ 1,695 $ 1,690 Office furniture and equipment 468 468 Machinery and laboratory equipment 633 621 Field service units 4,442 4,464 Leasehold improvements 658 658 $ 7,896 $ 7,901 December 31, 2025 2024 Accumulated depreciation 7,311 7,034 Property and equipment, net $ 585 $ 867 Depreciation expenses amounted to $ 333 thousand, $ 494 thousand, and $ 239 thousand for the years ended December 31, 2025, 2024 and 2023, respectively. In the fourth quarter of 2024, the Company recorded an impairment charge of $ 305 thousand 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, 2025. F - 25 NOTE 7:- 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, 2025, non-cancellable outstanding obligations amounted to approximately $ 6.0 million. b. Operating lease commitment: (i) The Company operates from leased facilities in Israel, the United States and Germany, with leases expiring in 2030. 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 cancellable operating lease agreements expiring at various dates between 2026 and 2028. 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 $ 34 thousand as of December 31, 2025. 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, 2025 are as follows (in thousands): 2026 $ 452 2027 428 2028 380 2029 358 2030 299 Total lease payments 1,917 Less: imputed interest ( 333 ) Present value of future lease payments 1,584 Less: current maturities of operating leases ( 425 ) Non-current operating leases $ 1,159 Weighted-average remaining lease term (in years) 4.72 Weighted-average discount rate 8.94 % Total lease expense under the Company’s operating leases for the years ended December 31, 2025, 2024 and 2023 were $ 0.8 million, $ 1.3 million, and $ 1.0 million, respectively. F - 26 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, 2025, 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, 2025, the Company paid royalties to the IIA in the total amount of $ 117 thousand. Royalties expenses in cost of revenue were $ 8 thousand, $ 2 thousand and $ 17 thousand, for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, 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, in the following cases: (a) the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how or in consideration for the sale of the grant recipient itself, as the case may be, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain the R&D activities of the grant recipient in Israel after the transfer); (b) the grant recipient receives know-how from a third party in exchange for its IIA-funded know-how; (c) such transfer of IIA-funded know-how arises in connection with certain types of cooperation in research and development activities; or (d) If such transfer of know-how arises in connection with a liquidation by reason of insolvency or receivership of the grant recipient. LCAI earns royalties under a license agreement with a third party and is recognized as earned. Royalty payments for the year ended December 31, 2025 and 2024, were $ 0 and $ 55 thousand, respectively. d. Liens As part of the Company’s restricted cash and other long-term assets, as of December 31, 2025, an amount of $ 410 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 - 27 NOTE 8:- SHAREHOLDERS’ EQUITY a. Reverse share split: 1. 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. 2. At the Company’s extraordinary general meeting of shareholders held on January 6, 2026, the Company’s shareholders approved amendments to the Company’s Articles of Association to effect (i) a reverse share split of the Company’s ordinary shares within a range of 1-for-2 to 1-for-12 , to be effective at the ratio and on a date to be determined by the Board of Directors, and (ii) an increase in the Company’s authorized share capital to up to 100,000,000 ordinary shares following implementation of the reverse share split. On January 30, 2026, the Finance Committee of the Board approved a one-for-twelve reverse share split of the Company’s ordinary shares, and on February 16, 2026 approved amendments to the Company’s Articles of Association to reflect the implementation of the reverse share split and the increase in authorized share capital. On February 24, 2026, the Company effected the one-for-twelve reverse share split of its ordinary shares. As a result of the reverse share split, every twelve issued and outstanding ordinary shares were automatically combined and converted into one ordinary share. The number of the Company’s issued and outstanding ordinary shares was reduced from 18,339,098 pre-split shares to 1,528,207 post-split shares. Concurrently, the total authorized number of ordinary shares under the Company’s Articles of Association increased from 75,000,000 ordinary shares to 100,000,000 ordinary shares. Appropriate adjustments were also made to all outstanding derivative securities of the Company, including warrants, pre-funded warrants and stock options, such that the number of ordinary shares underlying such securities and the applicable exercise prices were proportionately adjusted in accordance with their terms and the Company’s equity incentive plans. No fractional shares were issued in connection with the reverse share split and fractional shares were rounded down to the nearest whole share. F - 28 b. Equity raise: 1. On January 7, 2025, the Company entered into a securities purchase agreement with certain institutional investors for the issuance and sale of 151,515 ordinary shares and warrants to purchase up to an aggregate of 151,514 ordinary shares at an exercise price of $ 33 per share. Each ordinary share was sold at an offering price of $ 33 . The warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending three years from the date of issuance. The offering closed on January 8, 2025. In addition, the Company issued warrants to purchase up to 9,088 ordinary shares, with an exercise price of $ 41.25 per share, exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending three years from the date of issuance, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in the January 2025 private placement offering. 2. On March 7, 2025, the Company entered into an At-the-Market (“ATM”) Offering Agreement with H.C. Wainwright & Co., LLC (“HCW”), pursuant to which the Company may, from time to time, offer and sell its ordinary shares having an aggregate offering price of up to $ 5.5 million through HCW acting as the Company’s sales agent. Sales of ordinary shares under the ATM program will be made at prevailing market prices or as otherwise agreed with HCW. The Company is not obligated to make any sales under the agreement and may suspend or terminate the program at any time at its discretion. During the three and twelve months ended December 31, 2025, the Company sold 114,008 and 289,903 ordinary shares, respectively, under the ATM program at an average price of $ 7.62 and $ 9.67 per share, respectively, for total gross proceeds of approximately $ 0.9 million and $ 2.8 million. The Company paid aggregate fees and commissions of $ 0.1 million to HCW and incurred other expenses of approximately $ 0.2 million, resulting in net proceeds of approximately $ 2.5 million. The Company’s ATM program expired on November 16, 2025. 3. On June 25, 2025, the Company entered into a securities purchase agreement with certain institutional investors for the issuance and sale of 333,333 ordinary shares and warrants to purchase up to an aggregate of 333,328 ordinary shares at an exercise price of $ 7.8 per share. Each ordinary share was sold at a combined offering price of $ 7.8 together with a warrant to purchase one ordinary share. The offering of the ordinary shares and the ordinary shares issuable upon exercise of the warrants was made pursuant to the Company’s registration statement on Form S-1, initially filed with the SEC on June 20, 2025, and declared effective by the SEC on June 25, 2025. The warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending five years from the date of issuance. The offering closed on June 26, 2025. Additionally, the Company issued warrants to purchase up to 20,000 ordinary shares, with an exercise price of $ 9.75 per share, exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending five years from the date of issuance, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in the June 2025 public offering. The warrants issued in the January 2025 private placement and the June 2025 public offering are considered freestanding instruments. As the warrants are indexed to the Company's ordinary shares and meet the criteria for equity classification, they are recorded in shareholders’ equity on the Company’s consolidated balance sheets. F - 29 c. Share option plans: On August 1, 2025, the Company’s shareholders approved the Lifeward Ltd. 2025 Incentive Compensation Plan (the “2025 Plan”), which became effective on the same date. The 2025 Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), cash-based awards and other stock-based awards to the Company’s and its affiliates’ respective employees, non-employee directors and consultants. All share and per share amounts presented in this note have been retroactively adjusted to reflect the Company’s 1-for-12 reverse share split effected on February 24, 2026. The Company’s prior Lifeward Ltd. 2014 Incentive Compensation Plan (the “2014 Plan”) expired on August 19, 2024, and no further grants may be made under it. Certain awards granted under the 2014 Plan remain outstanding and continue to be governed by its terms. As of December 31, 2025, the Company had reserved 39,851 ordinary shares available for issuance to employees, directors, officers and non-employees of the Company. As of December 31, 2024, no ordinary shares remained reserved, as the Company’s Plan expired on August 19, 2024. RSUs have been granted to non-employee directors and employees under the 2025 Plan. An RSU award represents a right to receive the Company’s ordinary shares upon vesting. Options to purchase ordinary shares have been granted to employees and non-employee directors under the Company’s equity incentive plans. Any options or RSUs that are forfeited or canceled before expiration become available for future grants under the 2025 Plan, as applicable. Equity awards granted under the Company’s equity incentive plans generally vest over four years, with certain awards granted to non-employee directors vesting quarterly over one year. No stock options were granted during the year ended December 31, 2024. The fair value of stock options granted during the year ended December 31, 2025 was estimated on the grant date using the Black-Scholes-Merton option pricing model based on the following assumptions: Year Ended December 31, 2025 Expected volatility 102.5 % Risk-free rate 4.1 % Dividend yield 0 % Expected term (in years) 6.25 Share price $ 12.51 A summary of the Company’s stock options activity for the year ended December 31, 2025 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 371 $ 2,255.29 3.47 $ - Granted 52,083 12.51 - - Exercised - - - - Forfeited ( 4 ) 1,078.44 - - Options outstanding at the end of the year 52,450 $ 13.86 9.43 $ - Options exercisable at the end of the year 367 $ 1,981.30 0.52 $ - F - 30 Options were granted during the year ended December 31, 2025. No options were granted during the years ended December 31, 2024 and 2023. The weighted average grant date fair values of options granted during the fiscal year ended December 31, 2025, were $ 10.31 . During fiscal years ended December 31, 2024 and 2023 no options were granted. 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 who hold options with positive intrinsic value exercised their options on the last day of the fiscal year. During the years ended December 31, 2025, 2024 and 2023, no options were exercised. A summary of the Company’s RSU activity for the year ended December 31, 2025 is as follows: Number of shares underlying outstanding RSUs Weighted- average grant date fair value Unvested RSUs at the beginning of the year 27,215 68.16 Granted 73,915 8.69 Vested ( 15,712 ) 50.52 Forfeited ( 11,986 ) 43.87 Unvested RSUs at the end of the year 73,432 15.30 The weighted average grant date fair values of RSUs granted during the fiscal year ended December 31, 2025, 2024 and 2023, were $ 8.69 , $ 57.60 and $ 55.44 , respectively. The total fair value of RSUs vested during the years ended December 31, 2025, 2024 and 2023 was $ 0.9 million, $ 1.4 million, and $ 1.3 million, respectively. As of December 31, 2025, there was $ 1.4 million of unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. This cost is expected to be recognized as expense over a period of approximately 2.1 years. The number of options and RSUs outstanding as of December 31, 2025 is presented below, with options separated by range of exercise prices: Range of exercise price Options and RSUs Outstanding as of December 31, 2025 Weighted average remaining contractual life (years) (1) Options Exercisable as of December 31, 2025 Weighted average remaining contractual life (years) (1) RSUs only 73,432 - - - $ 8.6 18,750 9.62 - - $ 14.7 33,333 9.42 - - $ 450.7 147 0.25 147 0.25 $ 2,142 - $ 18,272 220 0.70 220 0.70 125,882 9.43 367 0.52 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. d. Equity compensation issued to consultants: No equity awards were granted to non-employees consultants during the year ended December 31, 2025. The Company granted 391 RSUs during the fiscal year ended December 31, 2024, to non-employee consultants. As of December 31, 2025, no RSUs were outstanding. F - 31 e. 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, 2025 2024 2023 Cost of revenue $ 13 $ 16 $ 9 Research and development, net 138 168 157 Sales and marketing 240 401 381 General and administrative 352 696 781 Total $ 743 $ 1,281 $ 1,328 f. Warrants to purchase ordinary shares: The following table summarizes information about warrants outstanding and exercisable as of December 31, 2025: Issuance date Warrants outstanding Exercise price per warrant Warrants outstanding and exercisable Contractual term (number) (number) July 6, 2020 (1) 5,340 $ 147.84 5,340 January 6, 2026 December 8, 2020 (2) 6,984 $ 112.56 6,984 June 8, 2026 December 8, 2020 (3) 1,294 $ 150.54 1,294 June 8, 2026 February 26, 2021 (4) 64,998 $ 302.04 64,998 August 26, 2026 February 26, 2021 (5) 7,800 $ 384.56 7,800 August 26, 2026 September 29, 2021 (6) 95,314 $ 168.00 95,314 March 29, 2027 September 29, 2021 (7) 11,437 $ 213.68 11,437 September 27, 2026 January 8, 2025 (8) 151,514 $ 33.00 151,514 January 10, 2028 January 8, 2025 (9) 9,088 $ 41.25 9,088 January 10, 2028 June 26, 2025 (10) 333,328 $ 7.80 333,328 June 26, 2030 June 26, 2025 (11) 20,000 $ 9.75 20,000 June 25, 2030 707,097 707,097 (1) 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, 2025, 24,052 warrants were exercised for total consideration of $ 3,555,976 . During the twelve months that ended December 31, 2025, no warrants were exercised. (2) 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, 2025, 42,834 warrants were exercised for total consideration of $ 4,821,416 . During the twelve months that ended December 31, 2025, no warrants were exercised. (3) 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, 2025, 2,690 warrants were exercised for total consideration of $ 405,003 . During the twelve months that ended December 31, 2025, no warrants were exercised. (4) 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. (5) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement. (6) 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. (7) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering. (8) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in January 2025. (9) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s January 2025 registered direct offering. (10) Represents warrants that were issued to certain institutional investors in connection with the Company’s public offering of ordinary shares in June 2025. (11) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s public offering of ordinary shares in June 2025. F - 32 NOTE 9:- CONVERTIBLE PROMISSORY NOTES On November 14, 2025, the Company entered into a Secured Promissory Note (the ”Note”) with Oramed Ltd. (“Oramed”), pursuant to which the Company issued a secured promissory note in the principal amount of $ 3.0 million. The loan bears interest at a rate of 15 % per annum and is secured by a lien on the Company’s cash. The loan matures on May 14, 2026 . The principal and interest under the Note are convertible into ordinary shares at $ 5.40 per share, subject to limitations described therein. The conversion price reflects the Company’s one-for-twelve reverse share split effected on February 24, 2026. The note contains customary representations, covenants and events of default for transactions of this type, including limitations on additional indebtedness, liens, guarantees, mergers, asset sales, investments and related party transactions. Following an event of default, Oramed may accelerate all obligations, impose a default interest rate and exercise other rights and remedies available under the note or applicable law. As of December 31, 2025, no events of default had occurred. In addition, under certain circumstances described in the Note, the Company may be required to pay Oramed a termination fee of $ 500 thousand. The Company has evaluated the Note for embedded derivatives required to be bifurcated and concluded that the conversion features and the redemption features should be bifurcated from the debt host since they are not clearly and closely related to the debt host, meet the definition of derivative instruments, and do not qualify for a scope exception under ASC 815. Thus, the embedded features were bifurcated from the debt host and are accounted for at fair value through earnings. The derivative liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings. The Company allocated the proceeds between the conversion option (recorded as a derivative liability) and the debt host based on their respective fair values, with the remaining proceeds allocated to the debt host. The debt host is measured at its amortized cost using the effective interest method. As of the date of the transaction, the amount allocated to the debt host and the derivative liability was $ 1.4 million and $ 1.6 million, respectively. As of December 31, 2025, the amortized cost of the debt host was $ 1.4 million. For the year ended December 31, 2025, the Company recognized total interest expense of $ 442 thousand related to the Note, which includes the amortization of the debt discount. NOTE 10:- 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 2023-2025: The Israeli statutory corporate tax rate and real capital gains were 23 % in the years 2023-2025. b. Income (loss) before taxes on income is comprised as follows (in thousands): Year Ended December 31, 2025 2024 2023 Domestic $ ( 19,316 ) $ ( 15,022 ) $ ( 19,638 ) Foreign ( 653 ) ( 13,877 ) ( 2,507 ) $ ( 19,969 ) $ ( 28,899 ) $ ( 22,145 ) c. Taxes on income (benefit) are comprised as follows (in thousands): Year Ended December 31, 2025 2024 2023 Current $ ( 55 ) $ 43 $ ( 12 ) Deferred - - - $ ( 55 ) $ 43 $ ( 12 ) Year Ended December 31, 2025 2024 2023 Domestic $ - $ - $ - Foreign ( 55 ) 43 ( 12 ) $ ( 55 ) $ 43 $ ( 12 ) F - 33 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, 2025 and 2024 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. Undistributed earnings of certain subsidiaries as of December 31, 2025 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, 2025 2024 Deferred tax assets: Carry forward tax losses $ 76,695 $ 70,430 Research and development expenses 905 1,378 Accrual and reserves 363 661 Share based compensation 84 507 Credit tax carry forwards 2,189 1,913 Intangible Assets 95 140 Lease liabilities 364 224 Total deferred tax assets 80,695 75,253 Valuation allowance ( 79,353 ) ( 75,055 ) Deferred tax assets after valuation allowance $ 1,342 $ 198 Deferred tax liabilities: Right-of-use asset ( 355 ) ( 136 ) Property and equipment ( 91 ) ( 62 ) Other ( 896 ) - Total deferred tax liabilities ( 1,342 ) ( 198 ) Net deferred tax assets $ - $ - The net changes in the total valuation allowance for each of the years ended December 31, 2025, 2024 and 2023, are comprised as follows (in thousands): Year Ended December 31, 2025 2024 2023 Balance at beginning of year $ ( 75,055 ) $ ( 65,209 ) $ ( 52,525 ) Additions during the year ( 4,298 ) ( 9,846 ) ( 12,684 ) Balance at end of year $ ( 79,353 ) $ ( 75,055 ) $ ( 65,209 ) F - 34 e. Reconciliation of the theoretical tax expenses: A reconciliation of the Company’s theoretical income tax expense to actual income tax expense after the adoption of ASU 23-09 is as follows (in thousands): Year Ended December 31, 2025 Tax at Israel statutory rate $ ( 4,593 ) 23 % Foreign Tax Effects United States Change in valuation allowance $ ( 402 ) 2.0 % Non-deductible Impairment 584 ( 2.9 ) % Other 11 ( 0.1 ) % Germany ( 98 ) 0.5 % Changes in valuation allowance 4,358 ( 21.8 ) % Non-taxable or Non-deductible Items 85 ( 0.4 ) % Effective Tax Rate $ ( 55 ) 0.3 % A reconciliation of the Company’s theoretical income tax expense to actual income tax expense before the adoption of ASU 23-09 is as follows (in thousands): Year Ended December 31, 2024 2023 Loss before taxes, as reported in the consolidated statements of operations $ ( 28,899 ) $ ( 22,145 ) Statutory tax rate 23 % 23 % Theoretical tax benefits on the above amount at the Israeli statutory tax rate $ ( 6,646 ) $ ( 5,093 ) Income tax at rate other than the Israeli statutory tax rate ( 2,364 ) 56 Operating losses and other temporary differences for which valuation allowance was provided 9,846 5,410 Permanent differences ( 496 ) ( 342 ) Adjustment in respect of prior years ( 297 ) ( 43 ) Actual tax expense (benefit) $ 43 $ ( 12 ) f. Foreign tax rates: Taxable income of LI and LCAI was subject to tax at the rate of 21 % in 2025, 2024 and 2023. Taxable income of LG was subject to tax at the rate of 30 % in 2025, 2024, and 2023. g. Tax assessments: LL has had final tax assessments up to and including the 2020 tax year. LG has had final tax assessments up to and including the 2019 tax year. 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, 2022, and later are generally subject to federal tax examination, while the returns for the years ended December 31, 2021, 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. F - 35 h. Net operating carry-forward losses for tax purposes: As of December 31, 2025, LL has carry-forward losses amounting to approximately $ 279.9 million, which can be carried forward for an indefinite period. As of December 31, 2025, the Company had approximately $ 49.5 million of U.S. federal net operating loss (“NOL”) carry forwards, and $ 35.3 million of state NOL carry forwards, which will begin to expire in 2027 and 2028 , respectively. The federal net operating losses from years beginning after January 1, 2018, of approximately $ 20.0 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. i. Cash paid for income taxes, net of refunds was as follows: We adopted ASU 2023-09 on a prospective basis for the year ended December 31, 2025 and have included the following table which presents income taxes paid (net of refunds received) is as follows (in thousands): Year Ended December 31, 2025 Israel - Foreign United States 9 Germany 27 Total cash taxes paid 36 NOTE 11:- FINANCIAL (EXPENSES) INCOME, NET The components of financial (expenses) income, net were as follows (in thousands): Year Ended December 31, 2025 2024 2023 Interest Income (expense), net $ ( 312 ) $ 643 $ 1,354 Bank fees and commissions ( 125 ) ( 128 ) ( 20 ) Foreign currency transactions and other ( 55 ) ( 67 ) 133 Income from derivatives remeasurement 197 - - $ ( 295 ) $ 448 $ 1,467 F - 36 NOTE 12:- 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, lease 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. NOTE 13:- 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, 2025 2024 2023 Revenue based on customer’s location: United States 13,237 14,425 7,636 Europe 2,907 5,124 2,340 Germany 4,014 4,422 2,704 Asia-Pacific 460 825 387 Rest of the world 1,416 867 787 Total revenues $ 22,034 $ 25,663 $ 13,854 December 31, 2025 2024 Long-lived assets by geographic region (*): Israel $ 1,579 $ 359 United States 545 947 Germany 5 109 $ 2,129 $ 1,415 (*) 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, 2025 2024 2023 Customer A 14.7 % 12.3 % - Customer B * ) * ) 12.2 % *) Less than 10% F - 37 NOTE 14:- 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, 2025 2024 2023 Net loss $ ( 19,914 ) $ ( 28,942 ) $ ( 22,133 ) Net loss attributable to ordinary shares ( 19,914 ) ( 28,942 ) ( 22,133 ) Shares used in computing net loss per ordinary shares, basic and diluted * 1,160,521 724,272 710,941 Net loss per ordinary share, basic and diluted $ ( 17.16 ) $ ( 39.96 ) $ ( 31.13 ) (*) Reflects one-for-seven reverse share split that became effective on March 15, 2024. See Note 8a to the consolidated financial statements. All share and per share amounts presented in this note have been retroactively adjusted to reflect the Company’s 1-for-12 reverse share split effected on February 24, 2026. 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, 2025, 2024 and 2023 the total number of ordinary shares related to the outstanding warrants, share option plans and convertible notes aggregated to 759,547 , 198,772 and 228,816 , respectively. The amount was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect. NOTE 15:- SUBSEQUENT EVENTS a. In January 2026, we entered into agreements with Oramed Pharmaceuticals, Inc. (“Oramed”) and its subsidiary, Oratech Pharma, Inc. (“Oratech”), pursuant to which we agreed to acquire all of the outstanding equity interests of Oratech and enter into related financing arrangements with Oramed and certain investors. Additional information regarding these agreements is included in “Part I – Business.” In connection with the anticipated transaction, we received bridge financing from Oramed. On February 12, 2026, we entered into an additional secured promissory note with Oramed with an initial principal amount of $ 525,000 , which may be increased upon mutual consent of the parties. On March 11, 2026, the parties agreed to increase the amount available under this note by an additional $ 500,000 , resulting in an aggregate principal amount of $ 1,025,000 available under the note. Additional information regarding the Company’s promissory notes is included in Note 9 to the consolidated financial statements. On March 12, 2026, our shareholders approved the transaction. The closing of the transaction remains subject to the satisfaction of customary closing conditions. b. On February 24, 2026, the Company effected a one-for-twelve reverse share split of its ordinary shares. As a result of the reverse share split, every twelve issued and outstanding ordinary shares were automatically combined into one ordinary share. All share and per-share amounts presented in these consolidated financial statements have been retroactively adjusted to reflect the reverse share split. Additional information regarding the reverse share split is included in Note 8A to the consolidated financial statements. c. On February 19, 2026, we entered into an Intellectual Property Assignment and Technology Transfer Agreement with Skelable Ltd., an Israeli limited liability company, pursuant to which we agreed to acquire certain intellectual property and related technology assets associated with a powered upper-body robotic orthotic system. In connection with the transaction, certain employees of Skelable are expected to enter into employment agreements with us. The consideration for the assets is up to $ 500,000 , payable in instalments subject to the achievement of certain milestones, consisting primarily of our ordinary shares and $ 20,000 in cash. The transaction remains subject to customary closing conditions, and the initial closing is expected to occur in the near future. F - 38