Lifeward Ltd.

Except as set forth below, and as disclosed in our Quarterly Report on Form 10-Q for the period ended March 31, 2025, and our Quarterly Report on Form 10-Q for the period ended June 30, 2025, there have been no material changes to our risk factors from those disclosed in “Part I, Item 1A. Risk Factors” of our 2024 Form 10-K.

If we are unable to repay the Secured Promissory Note, the ownership of the secured assets held as collateral for the Secured Promissory Note could be transferred to Oramed.

We entered into a Secured Promissory Note with Oramed, dated as of November 14, 2025 (the “Note”), pursuant to which Oramed has agreed to make a loan (the “ Loan”) to us in an aggregate amount of $3.0 million. The Loan is secured by a lien on our cash and accounts receivable, and if we are unable repay the Loan, the ownership of the secured assets held as collateral could be transferred to Oramed.

If we default under the Note, Oramed may accelerate all of our repayment obligations and exercise all of their rights and remedies under the Note and applicable law, potentially requiring us to renegotiate our agreement on terms less favorable to us. Further, Oramed’s right to repayment would be senior to the rights of the holders of our ordinary shares. Oramed could declare a default upon the occurrence of customary events of default, including events that they interpret as a material adverse change as delineated in the Note, payment defaults or breaches of certain affirmative or negative covenants, thereby requiring us to repay the loan immediately. Any declaration by Oramed of an event of default could significantly harm our business and prospects and could cause the price of our ordinary shares to decline. Additionally, if we raise any additional debt financing, the terms of such additional debt could further restrict our operating and financial flexibility.

We may not have sufficient funds or may be unable to arrange for additional financing to repay our indebtedness under the Loan or to make any accelerated or redemption payments, make the $500,000 termination fee payment and Oramed could seek to enforce its security interests in the collateral securing such indebtedness or other remedies available to Oramed or as provided by applicable law. Any failure by us to comply with the obligations under the Loan could cause our stock price to decrease significantly, result in substantial dilution or cause us to be unable to raise additional capital, which could have a material negative effect on our business, financial condition and results of operations.