Lifeward Ltd.

As filed with the Securities and Exchange Commission on February 11, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORMS-1

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

Lifeward Ltd.

(Exact name of registrant as specified in its charter)

200 Donald Lynch Blvd.

Marlborough, MA 01752

(508) 251-1154

(Address, including zip code, and telephone number, including area code, of Registrant’s principal

executive offices)

Larry Jasinski

Chief Executive Officer

Lifeward, Inc.

200 Donald Lynch Blvd.

Marlborough, MA 01752

(508) 251-1154

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined by market conditions.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED FEBRUARY 11, 2025

PRELIMINARY PROSPECTUS

1,927,274 Ordinary Shares

Issuable upon Exercise of Outstanding Warrants

To be sold by Selling Shareholders

This prospectus relates to the resale by the selling shareholders named herein, from time to time, of up to 1,927,274 Ordinary Shares, par value NIS 1.75 per share (the “Ordinary Shares”), issuable upon exercise of outstanding warrants (the “January 2025 Warrants”). The January 2025 Warrants include warrants to purchase 1,818,183 Ordinary Shares initially issued by us in a private placement (the “January 2025 Private Placement”), pursuant to the securities purchase agreement, dated as of January 7, 2025, between us and certain selling shareholders. The January 2025 Warrants also include warrants to purchase 109,091 Ordinary Shares issued to designees of H.C. Wainwright & Co., LLC as compensation for its services as the Company’s exclusive placement agent in the January 2025 Private Placement. The January 2025 Private Placement took place concurrently with our registered direct offering of Ordinary Shares. We are not registering the resale of the January 2025 Warrants sold in the January 2025 Private Placement.

We will not receive any proceeds from the sale of Ordinary Shares by the selling shareholders. We will, however, receive the proceeds of any January 2025 Warrants exercised for cash in the future, which will total up to approximately $5.4 million, based on the January 2025 Warrants’ exercise prices. See “Use of Proceeds” in this prospectus.

The selling shareholders may offer and sell the Ordinary Shares from time to time at varying prices and in a number of different ways as each selling shareholder may determine through public or private transactions or through other means described under “Plan of Distribution.” Each selling shareholder may also sell shares under Rule 144 under the Securities Act of 1933, as amended, to the extent available pursuant to the restrictions thereunder, rather than under this prospectus.

The selling shareholders will bear all commissions, discounts and concessions, if any, attributable to the sale or disposition of the Ordinary Shares. Other than in connection with our indemnification obligations with respect to the selling shareholders, we will bear only the costs, expenses and fees in connection with the registration of the Ordinary Shares. We will not be paying any underwriting commissions or discounts in offerings under this prospectus. For more information, see “Plan of Distribution.”

Our Ordinary Shares are traded on the Nasdaq Capital Market under the symbol “LFWD.” The last reported sales price of our Ordinary Shares on the Nasdaq Capital Market on February 5, 2025 was $1.39 per Ordinary Share.

INVESTING IN OUR ORDINARY SHARES INVOLVES A HIGH DEGREE OF RISK. SEE “RISK FACTORS” IN THIS PROSPECTUS.

None of the Securities and Exchange Commission, the Israel Securities Authority or any state securities commission has approved or disapproved of these securities being offered by this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025

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