Lifeward Ltd

S-11 zk2533358.htm S-1

As filed with the U.S. Securities and Exchange Commission on June 20, 2025.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

Lifeward Ltd.

(Exact name of registrant as specified in its charter)

(508) 251-1154

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

executive offices)

William Mark Grant

President and Co-Chief Executive Officer

Larry Jasinski

Co-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 preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is prohibited.

SUBJECT TO COMPLETION, DATED JUNE 20, 2025

PRELIMINARY PROSPECTUS

or

Up to 4,000,000 Pre-Funded Warrants to Purchase

Up to 240,000 Placement Agent Warrants to Purchase Up to 240,000 Ordinary Shares

Up to 8,240,000 Ordinary Shares Issuable Upon Exercise of the Warrants, Pre-Funded Warrants and Placement Agent Warrants

We are offering up to 4,000,000 ordinary shares, par value NIS 1.75 per share, together with warrants to purchase up to 4,000,000 ordinary shares (the “Warrants”), pursuant to this prospectus. The assumed combined public offering price for each ordinary share, together with an accompanying Warrant to purchase one ordinary share, is $1.07, which is equal to the last reported sale price of our ordinary shares on The Nasdaq Capital Market on June 18, 2025. The ordinary shares and Warrants will be separately issued, but the ordinary shares and Warrants will be issued to purchasers in the ratio of one to one. Each Warrant will have an exercise price of $1.07 per share, will be exercisable beginning on the effective date of shareholder approval of the issuance of the ordinary shares upon exercise of the Warrants (the “Warrant Shareholder Approval”), provided however, if the Pricing Conditions (as defined below) are met, the Warrant Shareholder Approval will not be required and the Warrants will be exercisable upon issuance (the “Initial Exercise Date”). The Warrants will expire on the five-year anniversary of the effective date of the Initial Exercise Date or the effective date of the Warrant Shareholder Approval, as applicable. As used herein “Pricing Conditions” means that the combined public offering price per share and accompanying Warrant is such that the Warrant Shareholder Approval is not required under the rules of The Nasdaq Stock Market LLC (“Nasdaq”) because either (i) the offering is an at-the-market offering under Nasdaq rules and such price equals or exceeds the sum of (a) the applicable “Minimum Price” per share under Nasdaq Rule 5635(d) plus (b) $0.125 per whole ordinary share underlying the Warrants or (ii) the offering is a discounted offering where the pricing and discount (including attributing a value of $0.125 per whole ordinary share underlying the Warrants) meet the pricing requirements under Nasdaq’s rules.

We are also offering pre-funded warrants to purchase up to 4,000,000 ordinary shares (the “Pre-Funded Warrants”) to those purchasers whose purchase of ordinary shares in this offering would result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares following the consummation of this offering in lieu of the ordinary shares that would result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%). Each Pre-Funded Warrant will be exercisable for one ordinary share at an exercise price of $0.0001 per share. Each Pre-Funded Warrant is being issued together with the same Warrant described above being issued with each ordinary share. The assumed combined public offering price for each such Pre-Funded Warrant, together with an accompanying Warrant to purchase one ordinary share, is $1.0699, which is equal to the last reported sale price of our ordinary shares on The Nasdaq Capital Market on June 18, 2025, minus $0.0001, the exercise price of the Pre-Funded Warrants. Each Pre-Funded Warrant will be exercisable upon issuance and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrants and accompanying Warrants are immediately separable and will be issued separately in this offering, but the Pre-Funded Warrants and Warrants will be issued to purchasers in the ratio of one to one. This prospectus also relates to the offering of the ordinary shares issuable upon exercise of the Warrants, Pre-Funded Warrants and Placement Agent Warrants (as defined herein). For each Pre-Funded Warrant sold, the number of ordinary shares sold will be reduced on a one-for-one basis.

There is no established public trading market for the Warrants or the Pre-Funded Warrants, and we do not expect a market to develop. We do not intend to apply for listing of the Warrants or the Pre-Funded Warrants on any securities exchange or other nationally recognized trading system. Without an active trading market, the liquidity of the Warrants and the Pre-Funded Warrants will be limited.

This offering will terminate on July 30, 2025, unless we decide to terminate the offering (which we may do at any time in our discretion) prior to that date. We will have one closing for all the securities purchased in this offering. The combined public offering price per ordinary share (or Pre-Funded Warrant in lieu thereof) and accompanying Warrants will be fixed for the duration of this offering.

We have engaged (the “Placement Agent”), to act as our exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to arrange for the sale of the securities offered by this prospectus. The Placement Agent is not purchasing or selling any of the securities we are offering and the Placement Agent is not required to arrange the purchase or sale of any specific number of securities or dollar amount. We have agreed to pay to the Placement Agent the Placement Agent fees set forth in the table below, which assumes that we sell all of the securities offered by this prospectus. There is no minimum number of securities or amount of proceeds required as a condition to closing in this offering. In addition, because there is no escrow trust or similar arrangement and no minimum offering amount, investors could be in a position where they have invested in our company, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Investors in this offering will not receive a refund in the event that we do not sell an amount of securities sufficient to pursue our business goals described in this prospectus. Further, any proceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether we would be able to use such funds to effectively implement our business plan. We will bear all costs associated with the offering. See “Plan of Distribution” on page 25 of this prospectus for more information regarding these arrangements.

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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 June 18, 2025 was $1.07 per ordinary share.

The assumed combined offering price used throughout this prospectus has been included for illustration purposes only, and may not be indicative of the final offering price. The actual combined public offering price per ordinary share and accompanying Warrant and the combined public offering price per Pre-Funded Warrant and accompanying Warrant we are offering and the exercise price and other terms of the Warrants will be negotiated between us and the purchasers, in consultation with the Placement Agent. The combined public offering price per ordinary share and accompanying Warrant and the combined public offering price per Pre-Funded Warrant and accompanying Warrant may be at a discount to the current market price of our ordinary shares. Therefore, the recent market price used throughout this prospectus may differ substantially from the combined public offering price.

You should read this prospectus, together with additional information described under the headings “Incorporation of Certain Information by Reference” and “Where You Can Find More Information” carefully before you invest in any of our securities.

We are a “smaller reporting company” as defined under federal securities laws and, as such, have elected to comply with certain reduced public company reporting requirements for this prospectus and the documents incorporated by reference herein and may elect to comply with reduced public company reporting requirements in future filings. See “Prospectus Summary – Implications of Being a Smaller Reporting Company.”

Investing in our securities involves risks. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on page 5 of this prospectus and under similar headings in the other documents that are incorporated by reference into 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.

Delivery of the securities to the purchasers is expected to be made on or about , 2025, subject to the satisfaction of customary closing conditions.

The date of this prospectus is , 2025.

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TABLE OF CONTENTS

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