Lifeward - 10-Q quarterly report FY2026 Q2

Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term.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.Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement.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.Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering.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.Represents warrants that were issued to the placement agent as compensation for its role in the Company’s January 2025 registered direct offering.Represents warrants that were issued to certain institutional investors in connection with the Company’s public offering of ordinary shares in June 2025.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.Represents warrants that were issued in connection with the Company's March 2026 acquisition of Oratech and the related financing.Represents pre-funded warrants that were issued as part of the consideration for the Company's acquisition of Oratech in March 2026. Includes revenue sharing expense attributable to Oramed Pharmaceuticals Inc., a related party, of $97 for the three and six months ended June 30, 2026. Includes net financing expense comprised of interest expense and changes in fair value of warrant and derivative liabilities related to Oramed Pharmaceuticals Inc., a related party, of $7,074 and $7,470 for the three and six months ended June 30, 2026, respectively.Reflects the one-for-twelve reverse share split that became effective on February 24, 2026. See Note 8a to the condensed consolidated financial statements.See Note 8f to the condensed consolidated financial statements.Represents cash acquired in connection with the acquisition of Oratech from Oramed Pharmaceuticals Inc., a related party, of $6,500.See Note 6 to the condensed consolidated financial statements.See Note 9 to the condensed consolidated financial statements.Represents proceeds from issuance of Additional Notes to Oramed Pharmaceuticals Inc., a related party, of $1,025 for the six months ended June 30, 2026.Includes proceeds from issuance of New Notes, derivative liabilities and warrant liabilities to Oramed Pharmaceuticals Inc., a related party, of $4,397 for the six months ended June 30, 2026.See Note 13 to the condensed consolidated financial statements.0001607962Q2false00-0000000--12-31Balance relates entirely to a related party arrangement with Oramed Pharmaceuticals Inc.Represents amounts due to Oramed Pharmaceuticals Inc. as of December 31, 2025. Oramed became a related party upon completion of the March 2026 transaction.Includes balances attributable to Oramed Pharmaceuticals Inc., a related party, of $3,982 as of June 30, 2026.Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets.During the three months ended March 31, 2026, $443 thousand of the December 31, 2025 deferred revenues balance was recognized as 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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026 or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to______

Commission File Number: 001-36612

Lifeward Ltd.

(Exact name of registrant as specified in charter)

Israel		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2 Cabot Rd., Hudson, MA		01749
(Address of principal executive offices)		(Zip Code)

+508.251.1154

Registrant's telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol	Name of each exchange on which registered
Ordinary shares, no par value	LFWD	Nasdaq Capital Market

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of August 12, 2026, the registrant had outstanding 2,832,016 ordinary shares.

LIFEWARD LTD.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2026

TABLE OF CONTENTS

		Page No.
GENERAL AND WHERE YOU CAN FIND MORE INFORMATION		ii
PART I	FINANCIAL INFORMATION	F-1
ITEM 1.	FINANCIAL STATEMENTS	F-1
	CONDENSED CONSOLIDATED BALANCE SHEETS - JUNE 30, 2026 AND DECEMBER 31, 2025	F-1
	CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS – THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025	F-3
	CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY – THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025	F-4
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS – SIX MONTHS ENDED JUNE 30, 2026 AND 2025	F-6
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	F-7
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	10
ITEM 4.	CONTROLS AND PROCEDURES	10
PART II	OTHER INFORMATION	10
ITEM 1.	LEGAL PROCEEDINGS	11
ITEM 1A.	RISK FACTORS	11
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	11
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	11
ITEM 4.	MINE SAFETY DISCLOSURES	11
ITEM 5.	OTHER INFORMATION	11
ITEM 6.	EXHIBITS	12
SIGNATURES		13

Introduction and Where You Can Find Other Information

As used in this quarterly report on Form 10-Q (this “quarterly report”), the terms “Lifeward,” the “Company,” “LL,” “we,” “us” and “our” refer to Lifeward Ltd. and its subsidiaries, unless the context clearly indicates otherwise. Our website is www.golifeward.com. Information contained in, or that can be accessed through, our website does not constitute a part of this quarterly report and is not incorporated by reference herein. We have included our website address in this quarterly report solely for informational purposes. Information that we furnish to or file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to, or exhibits included in, these reports are available for download, free of charge, on our website as soon as reasonably practicable after such materials are filed with or furnished to the SEC. Our SEC filings, including exhibits filed or furnished therewith, are also available on the SEC’s website at http://www.sec.gov.

Special Note Regarding Forward-Looking Statements

In addition to historical information, this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward- looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements may include projections regarding our future performance and, in some cases, can be identified by words like “anticipate,” “assume,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “should,” “will,” “would” or similar expressions that convey uncertainty of future events or outcomes and the negatives of those terms. These statements may be found in the section of this quarterly report titled “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this quarterly report. These statements include, but are not limited to, statements regarding:

•	our expectations regarding future growth, including our ability to increase sales in our existing geographic markets and expand to new markets;

•	our ability to continue as a going concern for the next twelve months;

•	our ability to maintain and grow our reputation and the market acceptance of our products;

•

our ability to achieve reimbursement from third-party payors for Private, Governments, and Medicare & Medicaid Services (“CMS”) coverage for our products, including our ability to successfully submit and gain approval of cases for Medicare coverage through Medicare Administrative Contractors (“MACs”);

•	our ability to successfully integrate Oratech Pharmaceuticals Ltd. (“Oratech”) into our organization, and realize the anticipated benefits therefrom;

•	the expected timing and results of the ORMD-0801 clinical trial;

•	our ability to have sufficient funds to meet certain future capital requirements, which could impair our efforts to develop and commercialize existing and new products;

•	our ability to achieve expected operating efficiencies and sustain or improve operating expense reductions, and our ability to handle any business disruptions that may occur in connection with streamlining operations;

•	our reliance on third-party contract manufacturers for the production of our AlterG Anti-Gravity Systems and our ability to maintain product quality, ensure timely production and delivery, and manage potential supply chain disruptions;

•	our ability to leverage our sales, marketing and training infrastructure;

•	our ability to grow our business through acquisitions of businesses, products or technologies, and the failure to manage acquisitions, or the failure to integrate them with our existing business;

•	our ability to obtain certain components of our products from third-party suppliers and our continued access to our product manufacturers;

•	our ability to improve our products and develop new products;

•

our compliance with medical device reporting regulations to report adverse events involving our products, which could result in voluntary corrective actions or enforcement actions such as mandatory recalls, and the potential impact of such adverse events on our ability to market and sell our products;

•	our ability to gain and maintain regulatory approvals and to comply with any post-marketing requests;

•	the risk of a cybersecurity attack or incident relating to our information technology systems significantly disrupting our business operations;

•	our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others;

•	the impact of substantial sales of our shares by certain shareholders on the market price of our ordinary shares;

•	our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market and the risk that our ordinary shares will be delisted if we cannot do so;

•	our ability to effectively use the proceeds from our recent offerings of securities;

•	our ability to repay amounts due, and perform our obligations under and comply with the terms and conditions of, our Secured Promissory Notes;

•	the impact of the market price of our ordinary shares on the determination of whether we are a passive foreign investment company;

•

market and other conditions, including the extent to which inflationary pressures, interest rate and currency rate fluctuations, and changes in trade policies (including tariffs and trade protection measures that have been or may in the future be imposed by the U.S. or other countries), or global instability may disrupt our business operations or our financial condition or the financial condition of our customers and suppliers, including the ongoing Russia-Ukraine conflict, ongoing conflict in the Middle East (including any escalation or expansion) and the increasing tensions between China and Taiwan; and

•	other factors discussed in the “Risk Factors” section of our 2025 annual report on Form 10-K and in our subsequent reports filed with the SEC.

The preceding list is not intended to be an exhaustive list of all forward-looking statements contained in this quarterly report. The statements are based on our beliefs, assumptions, and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance, or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the statements. In particular, you should consider the risks provided under “Part I, Item 1A. Risk Factors” of our 2025 annual report on Form 10-K, and in other reports subsequently filed by us with, or furnished to, the SEC.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur.

Any forward-looking statement in this quarterly report speaks only as of the date hereof. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future developments or otherwise.

iii

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

LIFEWARD LTD. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	June 30,		December 31,
	2026		2025
	(unaudited)
ASSETS

CURRENT ASSETS

Cash and cash equivalents		9,448		2,169
Restricted Cash		4		240
Clinical trial services asset (1)		504		-
Trade receivables, net of credit losses of $212 and $192, as of June 30, 2026 and December 31, 2025, respectively		7,861		6,138
Prepaid expenses and other current assets		1,979		1,528
Inventories		6,151		5,732
Total current assets		25,947		15,807

LONG-TERM ASSETS

Restricted cash and other long-term assets		488		209
Clinical trial services asset (1)		378		-
Operating lease right-of-use assets		2,473		1,544
Property and equipment, net		527		585
Intangible Assets		432		-
Goodwill		4,755		4,755
Total long-term assets		9,053		7,093
Total assets		35,000		22,900

The accompanying notes are an integral part of these condensed consolidated financial statements.

(1) Balance relates entirely to a related party arrangement with Oramed Pharmaceuticals Inc.

F - 1

LIFEWARD LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	June 30,			December 31,
	2026			2025
	(unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Trade payables		6,135			5,590
Employees and payroll accruals		1,591			1,442
Deferred revenues		932			920
Convertible promissory note (2)		-			2,803
Current maturities of operating leases liability		743			425
Other current liabilities		1,758			859
Total current liabilities		11,159			12,039

LONG-TERM LIABILITIES
Convertible promissory notes, net (3)		4,432			-
Financing liabilities		4,083			-
Deferred revenues		1,243			1,233
Non-current operating leases liability		1,813			1,159
Other long-term liabilities		54			61
Total long-term liabilities		11,625			2,453

Total liabilities		22,784			14,492

COMMITMENTS AND CONTINGENT LIABILITIES
Shareholders’ equity:

Share capital
Ordinary share Authorized: 100,000,000 shares at June 30, 2026 and 75,000,000 December 31, 2025; Issued: 2,876,250 and 1,572,319 shares at June 30, 2026 and December 31, 2025, respectively; Outstanding: 2,828,362 and 1,524,431 shares as of June 30, 2026 and December 31, 2025 respectively (4)		-			9,418
Additional paid-in capital		322,470			286,932
Treasury Shares at cost, 47,888 ordinary shares at June 30, 2026 and December 31, 2025 (4)		(3,203	)		(3,203	)
Accumulated deficit		(307,051	)		(284,739	)
Total shareholders’ equity		12,216			8,408
Total liabilities and shareholders’ equity		35,000			22,900

The accompanying notes are an integral part of these condensed consolidated financial statements.

(2) Represents amounts due to Oramed Pharmaceuticals Inc. as of December 31, 2025. Oramed became a related party upon completion of the March 2026 transaction.

(3) Includes balances attributable to Oramed Pharmaceuticals Inc., a related party, of $3,982 as of June 30, 2026.

(4) Reflects the one-for-twelve reverse share split that became effective on February 24, 2026. See Note 8a to the condensed consolidated financial statements.

F - 2

LIFEWARD LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In thousands, except share and per share data)

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenues	$	6,623		$	5,724		$	10,546		$	10,758
Cost of revenues (5)		3,914			3,213			6,495			6,125

Gross profit		2,709			2,511			4,051			4,633

Operating expenses:
Research and development, net		1,754			767			7,599			1,685
Sales and marketing		3,531			3,785			6,802			7,622
General and administrative		1,576			1,739			4,141			3,959
Impairment charges		-			2,783			-			2,783

Total operating expenses		6,861			9,074			18,542			16,049

Operating loss		(4,152	)		(6,563	)		(14,491	)		(11,416	)
Financial expense (income), net (6)		7,357			(1	)		7,805			(31	)

Loss before income taxes		(11,509	)		(6,562	)		(22,296	)		(11,385	)
Taxes on income		10			-			16			11

Net loss	$	(11,519	)	$	(6,562	)	$	(22,312	)	$	(11,396	)

Net loss per ordinary share, basic and diluted	$	(4.12	)	$	(7.01	)	$	(10.09	)	$	(12.59	)

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted (4)		2,796,621			935,785			2,210,280			904,881

The accompanying notes are an integral part of these condensed consolidated financial statements.

(4) Reflects the one-for-twelve reverse share split that became effective on February 24, 2026. See Note 8a to the condensed consolidated financial statements.

(5) Includes revenue sharing expense attributable to Oramed Pharmaceuticals Inc., a related party, of $97 for the three and six months ended June 30, 2026.

(6) Includes net financing expense comprised of interest expense and changes in fair value of warrant and derivative liabilities related to Oramed Pharmaceuticals Inc., a related party, of $7,074 and $7,470 for the three and six months ended June 30, 2026, respectively.

F - 3

LIFEWARD LTD. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands, except share data)

	Ordinary Shares					Additional paid-in			Treasury			Accumulated			Total shareholders’
	Number (4)		Amount			capital			Shares			deficit			equity

Balance as of March 31, 2025		885,810	$	5,461		$	285,857		$	(3,203	)	$	(269,659	)	$	18,456
Share-based compensation to employees and non-employees		-		-			182			-			-			182
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees		5,360		33			(33	)		-			-			-
Issuance of ordinary shares under at-the-market offering, net of issuance costs of $233 (7)		80,343		473			545			-			-			1,018
Issuance of ordinary shares in a public offering, net of issuance expenses in the amount of $584 (7)		333,333		2,058			(42	)		-			-			2,016
Net loss		-		-			-			-			(6,562	)		(6,562	)
Balance as of June 30, 2025		1,304,846	$	8,025		$	286,509		$	(3,203	)	$	(276,221	)	$	15,110

Balance as of March 31, 2026		2,778,585	$	9,418		$	295,608		$	(3,203	)	$	(295,532	)	$	6,291
Reclassification due to change in par amount of the ordinary shares		-		(9,418	)		9,418			-			-			-
Share-based compensation to employees and non-employees		-		-			262			-			-			262
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees		15,449		-			-			-			-			-
Issuance of ordinary shares in connection with the Skelable acquisition (8)		34,328		-			231			-			-			231
Reclassification of derivative and warrant liabilities to equity		-		-			16,951			-			-			16,951
Net loss		-		-			-			-			(11,519	)		(11,519	)
Balance as of June 30, 2026		2,828,362	$	-		$	322,470		$	(3,203	)	$	(307,051	)	$	12,216

The accompanying notes are an integral part of these condensed consolidated financial statements.

(4) Reflects the one-for-twelve reverse share split that became effective on February 24, 2026. See Note 8a to the condensed consolidated financial statements.

(7) See Note 8f to the condensed consolidated financial statements.

(8) See Note 6 to the condensed consolidated financial statements.

F - 4

LIFEWARD LTD. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands, except share data)

	Ordinary Shares					Additional paid-in			Treasury			Accumulated			Total shareholders’
	Number (4)		Amount			capital			Shares			deficit			equity

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		-		-			402			-			-			402
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees		5,689		35			(35	)		-			-			-
Issuance of ordinary shares under at-the-market offering, net of issuance costs of $233 (7)		80,343		473			545			-			-			1,018
Issuance of ordinary shares in a public offering, net of issuance expenses in the amount of $584 (7)		333,333		2,058			(42	)		-			-			2,016
Issuance of ordinary shares in a Registered Direct offerings, net of issuance expenses in the amount of $779 (7)		151,515		869			3,352			-			-			4,221
Net loss		-		-			-			-			(11,396	)		(11,396	)
Balance as of June 30, 2025		1,304,846	$	8,025		$	286,509		$	(3,203	)	$	(276,221	)	$	15,110

Balance as of December 31, 2025		1,524,431	$	9,418		$	286,932		$	(3,203	)	$	(284,739	)	$	8,408
Reclassification due to change in par amount of the ordinary shares		-		(9,418	)		9,418			-			-			-
Share-based compensation to employees and non-employees		-		-			439			-			-			439
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees		19,240		-			-			-			-			-
Issuance of ordinary shares in connection with the Oratech transaction (8)		1,250,363		-			8,499			-			-			8,499
Issuance of ordinary shares in connection with the Skelable acquisition (8)		34,328		-			231			-			-			231
Reclassification of derivative and warrant liabilities to equity		-		-			16,951			-			-			16,951
Net loss		-		-			-			-			(22,312	)		(22,312	)
Balance as of June 30, 2026		2,828,362	$	-		$	322,470		$	(3,203	)	$	(307,051	)	$	12,216

The accompanying notes are an integral part of these condensed consolidated financial statements.

(4) Reflects the one-for-twelve reverse share split that became effective on February 24, 2026. See Note 8a to the condensed consolidated financial statements.

(7) See Note 8f to the condensed consolidated financial statements.

(8) See Note 6 to the condensed consolidated financial statements.

F - 5

LIFEWARD LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2026			2025
Cash flows used in operating activities:
Net loss	$	(22,312	)	$	(11,396	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		127			178
Share-based compensation		439			402
Impairment charges		-			2,783
Amortization of acquired in-process R&D asset		4,947			-
Amortization of Clinical trial services asset		93			-
Remeasurement of earnout liability		-			(608	)
Amortization of discount and issuance costs of convertible note		1,292			-
Warrant and derivative liabilities issuance cost		113			-
Change in fair value of warrant and derivative liabilities		6,387			-
Exchange rate fluctuations		(12	)		(70	)
Changes in assets and liabilities:
Trade receivables, net		(1,723	)		140
Prepaid expenses and other assets		(437	)		(227	)
Operating lease right-of-use assets		117			194
Inventories		(497	)		(938	)
Trade payables		987			567
Employees and payroll accruals		149			(158	)
Deferred revenues		22			(229	)
Operating lease liabilities		(74	)		(505	)
Other liabilities		702			438
Net cash used in operating activities		(9,680	)		(9,429	)

Cash flows used in investing activities:
Purchase of property and equipment		(8	)		(5	)
Cash acquired in connection with the acquisition of Oratech (8) (9)		6,500			-
Cash paid in connection with the acquisition of Skelable (8)		(20	)		-
Net cash provided by (used in) investing activities		6,472			(5	)

Cash flows from financing activities:
Issuance of ordinary shares in a “registered direct” offering, net of issuance expenses in the amount of $558 (7)		-			4,442
Issuance of ordinary shares under at-the-market offering, net of issuance costs of $123 (7)		-			1,128
Issuance of ordinary shares in a public offering, net of issuance expenses in the amount of $391 (7)		-			2,209
Net proceeds from issuance of Additional Notes (10) (11)		1,025			-
Net proceeds from issuance of New Notes (10) (12)		1,955			-
Net proceeds from issuance of derivative liabilities (10) (12)		1,820			-
Net proceeds from issuance of warrant liabilities (10) (12)		1,622			-
Proceeds received financing liabilities transaction (13)		4,083			-
Net cash provided by financing activities		10,505			7,779

Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash		12			70
Increase (Decrease) in cash, cash equivalents, and Restricted cash		7,309			(1,585	)
Cash, cash equivalents, and Restricted cash at beginning of period		2,579			7,108
Cash, cash equivalents, and Restricted cash at end of period	$	9,888		$	5,523
Supplemental disclosures of non-cash flow information
Classification of inventory to property and equipment, net	$	51		$	36
ROU assets obtained from lease liabilities	$	1,046		$	-
Recognition of warrant liability upon issuance of New Notes	$	1,175		$	-
Recognition of derivative liability associated with New Notes	$	1,317		$	-
Expenses related to offerings not yet paid (7)	$	-		$	524
Supplemental cash flow information:
Cash and cash equivalents	$	9,448		$	5,139
Restricted cash		440			384
Total Cash, cash equivalents, and Restricted cash	$	9,888		$	5,523

The accompanying notes are an integral part of these condensed consolidated financial statements.

(7) See Note 8f to the condensed consolidated financial statements.

(8) See Note 6 to the condensed consolidated financial statements.

(9) Represents cash acquired in connection with the acquisition of Oratech from Oramed Pharmaceuticals Inc., a related party, of $6,500.

(10) See Note 9 to the condensed consolidated financial statements.

(11) Represents proceeds from issuance of Additional Notes to Oramed Pharmaceuticals Inc., a related party, of $1,025 for the six months ended June 30, 2026.

(12) Includes proceeds from issuance of New Notes, derivative liabilities and warrant liabilities to Oramed Pharmaceuticals Inc., a related party, of $4,397 for the six months ended June 30, 2026.

(13) See Note 13 to the condensed consolidated financial statements.

F - 6

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1:

GENERAL

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.

LL has four 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, and (iv) Oratech Pharmaceuticals Ltd. (“Oratech”), incorporated under the laws of the State of Israel on March 18, 2026.

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, now complemented by a biomedical pipeline. 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.

In March 2026, the Company expanded its strategic initiatives into biomedical technologies through the acquisition of Oratech, a wholly owned subsidiary focused on the development and commercialization of innovative pharmaceutical technologies and clinical-stage assets. As part of the transaction, the Company acquired intellectual property and related rights associated with ORMD-0801, an oral insulin candidate based on proprietary oral delivery technology, together with certain rights related to the management of future clinical development activities.

In May 2026, the Company completed the acquisition of an intellectual property asset from Skelable Ltd. The acquired asset is intended to support the development of a powered upper-body robotic exoskeleton for individuals with impaired upper-limb function, including stroke survivors. The technology remains under development and is expected to expand the Company's neurorehabilitation platform.

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, and individuals and organizations in the spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships.

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.

F - 7

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of June 30, 2026, the Company incurred a consolidated net loss of $22.3 million and, as of June 30, 2026, had an accumulated deficit in the total amount of $307.1 million. The Company’s cash and cash equivalents as of June 30, 2026 totaled $9.4 million and the Company’s negative operating cash flow for the six months ended June 30, 2026 was $9.7 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.

The Company intends to raise additional capital through one or more financing in order to meet its anticipated cash requirements. On March 25, 2026, the Company completed the previously announced strategic transaction and related financing arrangements, as further described in Notes 6 and 9. The transaction provided the Company with additional liquidity to support its operations. However, despite the additional financing received, management determined that the Company’s existing cash resources are not sufficient to fund planned operations for at least 12 months from the date of issuance of these consolidated financial statements.

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 at least 12 months from the date of issuance of these consolidated financial statements.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. These financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

NOTE 2:

BASIS OF PRESENTATION AND SUMMARY OF ESTIMATES

Basis of Presentation and Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In management’s opinion, the accompanying financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. The Company’s interim period results do not necessarily indicate the results that may be expected for any other interim period or for the full fiscal year.

These unaudited condensed consolidated financial statements and accompanying notes should be read in conjunction with the 2025 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2025 (the “2025 Form 10-K”). There have been no changes in the significant accounting policies from those that were disclosed in the consolidated financial statements for the fiscal year ended December 31, 2025, included in the 2025 Form 10-K, unless otherwise stated.

Reclassifications

Certain prior period amounts have been reclassified in order to conform to the current period presentation.

Use of Estimates

The preparation of the unaudited condensed 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. 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.

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LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3:

SIGNIFICANT ACCOUNTING POLICIES

Fair Value Measurements

Cash and cash equivalents, restricted cash, prepaid expenses and other assets, trade payables and accrued expenses and other liabilities, are stated at their carrying value which approximates their fair value due to the short time to the expected receipt or payment.

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 June 30, 2026 and December 31, 2025 (in thousands):

		Fair value measurements as of
Description	Fair Value Hierarchy	June 30, 2026		December 31, 2025

Financial Liabilities:
Contingent consideration – Skelable Acquisition	Level 3		193		-
Derivative liability	Level 3		-		1,366
Total liabilities measured at fair value		$	193	$	1,366

On June 30, 2026, the convertible loan, the pre-funded warrants and the warrants agreements were modified. Prior to the execution of the (i) Amended and Restated Senior Secured Convertible Note, (ii) Amended and Restated Common Warrant and (iii) Amended and Restated Pre-Funded Warrant (collectively, the “Amended and Restated Note and Warrant Documents”), the Company remeasured the derivative liability and warrant liability to fair value. The estimated fair value of the derivative liability and warrant liability was determined 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, expected dividend yield and assumptions related to the Company’s non-performance risk and other company-specific risk adjustments, which represent significant unobservable inputs.

The estimated fair value of the pre-funded warrant liability was based on the quoted fair value of the underlying instrument, adjusted for company-specific risk considerations and other valuation assumptions. As the valuation incorporated significant unobservable inputs, the pre-funded warrant liability was classified as a Level 3 fair value measurement under ASC 820.

Following the execution of the Amended and Restated Note and Warrant Documents, the derivative liability, warrant liability and pre-funded warrant liability were no longer required to be classified as a liability under ASC 815-40. As such, the Company reclassified the derivative liability, warrant liability and pre-funded warrant to equity as of the modification date.

The following table provides the inputs used for Level 3 fair value measurements of derivative liability:

	June 30, 2026 (modification date)			December 31, 2025
Stock price	$	7.66		$	6.96
Term (in years)		2.74			0.37
Volatility		92.18	%		87.91%-93.12	%
Risk-free rate		4.22	%		3.65	%
Dividend yield		-			-

The following table provides the inputs used for Level 3 fair value measurements of warrant liability:

	June 30, 2026 (modification date)			December 31, 2025
Stock price	$	7.66		$	-
Term (in years)		4.74			-
Volatility		77.04	%		-
Risk-free rate		4.28	%		-
Dividend yield		-			-

The following table provides the inputs used for Level 3 fair value measurements of contingent consideration:

	June 30, 2026			December 31, 2025
Term (in years)		1.39-1.88			-
Probability of achievement		75.0%-90.0	%		-
Risk-free rate		4.22	%		-

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LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Derivative liability at fair value

The following table summarizes the derivative liability activity as of June 30, 2026 (in thousands):

	Derivative liability
Balance December 31, 2025	$	1,366
Issuance of derivative liability		2,478
Change in fair value		(647	)
Balance March 31, 2026	$	3,197
Change in fair value		912
Reclassification to equity		(4,108	)
Balance June 30, 2026	$	-

Pre-Funded Warrant and Warrant Liabilities at Fair Value

The following table summarizes the warrant liability activity as of June 30, 2026 (in thousands):

	Warrant liability
Balance December 31, 2025	$	-
Issuance of warrant liability		6,720
Change in fair value		122
Balance March 31, 2026	$	6,842
Change in fair value		6,001
Reclassification to equity		(12,843	)
Balance June 30, 2026	$	-

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.

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. Liability classified bifurcated embedded derivatives are presented in the same line item with the related debt host liability

For further information regarding the convertible promissory notes, see Note 9.

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 centers, professional and college sports teams, private individuals (who finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), and distributors.

F - 10

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Disaggregation of Revenues (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2026		2025		2026		2025
Sale of products	$	5,437	$	4,561	$	8,404	$	8,287
Lease of products		383		428		792		888
Service and warranties		803		735		1,350		1,583
Total Revenue	$	6,623	$	5,724	$	10,546	$	10,758

Product revenue

The Company Offers five products to its customers: (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. During the six-month period ended June 30, 2026, as a result of a change in estimate, the Company increased revenue by approximately $0.1 million, due to the consideration ultimately received compared with the amounts previously estimated.

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.

Service and warranties

The Company provides product assurance warranties for periods of 1 to 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 - 11

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Contract balances (in thousands):

	June 30,		December 31,
	2026		2025
Trade receivable, net of credit losses	$	7,861	$	6,138
Deferred revenues (1)	$	2,175	$	2,153

(1)

During the six months ended June 30, 2026, $711 thousand of the December 31, 2025 deferred revenues balance was recognized as revenues.

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 June 30, 2026 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.

Concentrations of Credit Risks:

The below table reflects the concentration of credit risk for the Company’s current customers as of June 30, 2026, to which substantial sales were made:

	June 30,			December 31,
	2026			2025
Customer A		51	%		56	%

The allowance for credit losses is based on the Company’s assessment of the collectability of accounts. The Company regularly assessed collectability 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. The Company does not have any off-balance sheet credit exposure related to its customers. As of June 30, 2026 and December 31, 2025 trade receivables are presented net of allowance for credit losses in the amount of $212 thousand and $192 thousand respectively.

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, 2025	$	343
Provision		295
Usage		(246	)
Balance at June 30 2026	$	392

Basic and diluted net loss per ordinary share:

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.

As of June 30, 2026 and 2025, outstanding warrants, pre-funded warrants, share options, restricted stock units and convertible notes convertible or exercisable into 7,064,612 and 763,890 ordinary shares, respectively, were excluded from the calculation of diluted loss per ordinary share because their effect would have been anti-dilutive.

F - 12

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Goodwill and acquired intangible assets

Goodwill has been recorded in the Company's financial statements resulting from various business combinations. Goodwill represents the excess of the purchase price in a business combination over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed. Goodwill is subject to an annual impairment test.

The Company currently has one reporting unit.

ASC 350, Intangibles - Goodwill and other (“ASC 350”) requires goodwill to be tested for impairment at least annually and, in certain circumstances, between annual tests. The accounting guidance gives the option to perform a qualitative assessment to determine whether further impairment testing is necessary. The qualitative assessment considers events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. If it is determined, as a result of the qualitative assessment, that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative test is performed. The Company elects to perform an annual impairment test of goodwill as of December 31 of each year, or more frequently if impairment indicators are present.

The Company concluded that no impairment of goodwill was identified for the six months ended June 30, 2026. Refer to Note 5 for further details.

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.

Acquired In-Process Research and Development

In an asset acquisition, the initial costs of rights to in-process research and development projects acquired are expensed as R&D in the consolidated statements of operations unless the in-process research and development has an alternative future use. In a business combination, the fair value of in-process research and development is capitalized as an indefinite-lived intangible asset, regardless of whether the in-process research and development asset has an alternative future use.

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.

New Accounting Pronouncements

Recently Implemented Accounting Pronouncements

In July 2025, the Financial Accounting Standard Board (“FASB”) issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The practical expedient assumes that current conditions as of the balance sheet date do not change for the remaining life of the assets. The Company adopted this guidance on January 1, 2026. on a prospective basis, and elected the practical expedient provided by ASU 2025-05. Under this expedient, the Company assumes that economic conditions as of the balance sheet date remain unchanged for the remaining life of all current accounts receivable and current contract assets arising from transactions under ASC 606. The Company continues to estimate expected credit losses for non-current receivables and contract assets in accordance with ASC 326. The adoption did not have a material impact on its consolidated financial statements.

F - 13

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Recent Accounting Pronouncements Not Yet Adopted

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 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 statements.

iii.

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 statements disclosures.

NOTE 4:

INVENTORIES

The components of inventories are as follows (in thousands):

	June 30,		December 31,
	2026		2025
Finished products	$	4,558	$	3,689
Work in process		108		38
Raw materials		1,485		2,005
	$	6,151	$	5,732

NOTE 5:

GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The Company periodically evaluates whether events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. During the second quarter of 2025, the Company experienced a decline in its stock price, resulting in its market capitalization falling below the carrying value of its single reporting unit. Accordingly, the Company performed a quantitative goodwill impairment assessment.

The fair value of the reporting unit was determined using a market approach, which incorporates the Company’s market capitalization adjusted by an appropriate control premium. Market capitalization is calculated by multiplying the number of shares of common stock outstanding by the market price of the Company’s common stock. The control premium represents the amount a market participant would pay to obtain a controlling interest and was estimated based on publicly available data for comparable transactions.

As a result of this assessment, the Company recorded a goodwill impairment charge of $2.8 million during the year ended December 31, 2025. No indicators of goodwill impairment were identified during the six months ended June 30, 2026, and accordingly, no goodwill impairment charge was recognized during the period.

F - 14

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6:

ASSET ACQUISITION

Oratech Acquisition

On March 25, 2026, the Company completed the acquisition of Oratech in accordance with the terms of the Share Purchase Agreement (“SPA”) entered into by the parties on January 12, 2026.

As consideration for the transaction, the Company issued an aggregate of 1,250,363 Ordinary Shares and Pre-Funded Warrants to purchase 1,006,113 Ordinary Shares. In addition, the Company issued 1,296,296 freestanding warrants to purchase Ordinary Shares at an exercise price of $5.4 per share and agreed to pay Oramed Pharmaceuticals Inc. (“Oramed”) certain quarterly revenue sharing payments based on future sales.

The Company concluded that the Oratech acquisition should be accounted for as an asset acquisition. As such, the consideration paid in the asset acquisition was allocated to the purchased assets. The asset acquisition total consideration was $12.4 million and was comprised of the fair values of the Ordinary Shares, Pre-Funded Warrants and Warrants. The revenue sharing arrangement was excluded from consideration as it did not meet the definition of a derivative under ASC 815.

The acquired assets primarily consist of patented technology and cash in the amount of $6.5 million. In connection with the agreement, the Company also entered into a clinical trial management agreement with Oramed in which Oramed will provide clinical trial management services for the Company in connection with the acquired intellectual property. The Company concluded that the costs of the clinical trial services under the agreement are below market value, and as such, the Company recognized approximately $1.0 million as a prepaid asset for future services. The total consideration allocated to the intellectual property was $5.9 million.

The total consideration transferred was allocated to the acquired assets as follows (in thousands):

Asset	Allocated Cost
Cash acquired	$	6,500
Prepaid clinical trial services asset	$	975
In-process research and development (“IPR&D”)	$	4,947
Total	$	12,422

As the acquired IPR&D asset was determined to have no alternative future use, the allocated value was immediately recognized as research and development expense.

The pre-funded warrants and the freestanding warrants that were allocated to the asset acquisition were classified as liabilities, measured at fair value through earnings, as these instruments are not indexed to the Company's own stock.

During the three and six months ended June 30, 2026 the pre-funded warrants and the freestanding warrants were reclassified to equity because they no longer met the criteria for liability classification.

F - 15

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Skelable Acquisition

On May 18, 2026, the Company completed the acquisition of certain technology and related intellectual property assets from Skelable Ltd. pursuant to the terms of the Asset Purchase Agreement.

As consideration for the transaction, the Company paid cash consideration of $20 thousand, issued 34,328 Ordinary Shares and agreed to issue additional Ordinary Shares of up to $250 thousand as contingent consideration upon the achievement of specified milestones. The contingent consideration was measured at fair value as of the acquisition date and included in the total consideration transferred.

The Company concluded that the transaction should be accounted for as an asset acquisition. Accordingly, the entire consideration transferred of $442 thousand was allocated to a single finite-lived intangible asset, consisting of the acquired technology. The intangible asset is being amortized on a straight-line basis over its estimated useful life of 5 years. During the three months ended June 30, 2026, the Company recognized amortization expense of approximately $10 thousand related to this intangible asset.

NOTE 7:

COMMITMENTS AND CONTINGENT LIABILITIES

Purchase commitments:

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 canceled without penalty. As of June 30, 2026, non-cancelable outstanding obligations amounted to approximately $10.7 million.

Operating lease commitment:

(i)

The Company operates from leased facilities in Israel, the United States and Germany. These leases expire in 2030. A portion of the Company’s facilities leases is generally subject to annual changes in the Consumer Price Index (the “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 cancelable operating lease agreements expiring at various dates between 2026 and 2029. A subset of the Company’s car leases is considered variable. The variable lease payments for such car 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 $40 thousand as of June 30, 2026.

Government grants

The Company’s research and development efforts are financed, in part, through funding from the Israel Innovation Authority (“IIA”). Since the Company’s inception through June 30, 2026, the Company received funding from the IIA in the total amount of $2.9 million. Out of the $2.9 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 $923 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 June 30, 2026, the Company paid royalties to the IIA in the total amount of $117 thousand.

There were no royalty expenses for the six months ended June 30, 2026 and 2025 respectively.

F - 16

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of June 30, 2026, 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.

Liens:

As part of the Company’s other long-term assets and restricted cash, an amount of $440 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.

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.

NOTE 8:

SHAREHOLDERS’ EQUITY

Reverse share split:

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.

Share option plans:

As of June 30, 2026, and December 31, 2025, the Company had reserved 216,888 and 39,851 ordinary shares, respectively, for issuance to the Company’s and its affiliates’ respective employees, directors, officers, and consultants pursuant to equity awards granted under the Company’s 2025 Incentive Compensation Plan (the “2025 Plan”). The Company’s shareholders approved the 2025 Plan on August 1, 2025, and it became effective on the same date. Certain awards granted under the Company’s prior 2014 Incentive Compensation Plan (the “2014 Plan”) remain outstanding and continue to be governed by its terms.

F - 17

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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.

The fair value for options granted during the six months ended June 30, 2026, was estimated at the date of the grant using a Black-Scholes-Merton option pricing model with the following assumptions:

	Six Months Ended June 30,
	2026			2025
Expected volatility		95.1	%		104.5	%
Risk-free rate		4.1	%		4.2	%
Dividend yield		-			-
Expected term (in years)		6.08			6.75
Share price	$	6.53		$	14.70

A summary of employee and non-employee share options activity during the six months ended June 30, 2026, is as follows:

	Number			Weighted average exercise price		Weighted average remaining contractual life (years)		Aggregate intrinsic value (in thousands)
Options outstanding as of December 31, 2025		52,450		$	13.86		9.43	$	-
Granted		212,692			6.53		-		-
Exercised		-			-		-		-
Forfeited		(327	)		1,888.11		-		-
Options outstanding as of June 30, 2026		264,815		$	8.12		9.60	$	240.3

Options exercisable as of June 30, 2026		8,373		$	27.73		8.89	$	-

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 that hold options with positive intrinsic value exercised their options on the last date of the exercise period. No options were exercised during the six months ended June 30, 2026 and 2025.

A summary of employee and non-employee RSUs activity during the six months ended June 30, 2026 is as follows:

	Number of shares underlying outstanding RSUs			Weighted- average grant date fair value
Unvested RSUs as of December 31, 2025		73,433		$	15.30
Granted		60,941			6.71
Vested		(19,240	)		12.89
Forfeited		(14,927	)		15.94
Unvested RSUs as of June 30, 2026		100,207		$	10.45

The fair value of RSUs granted is determined based on the price of the Company's ordinary shares on the date of grant. The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2026, was $6.71. No RSUs were granted during the six months ended June 30, 2025.

F - 18

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of June 30, 2026, there were $2.2 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company's 2014 and 2025 Plan. This cost is expected to be recognized over a period of approximately 3.3 years.

The number of options and RSUs outstanding as of June 30, 2026 is set forth below, with options separated by range of exercise price.

Range of exercise price		Options and RSUs outstanding as of June 30, 2026		Weighted average remaining contractual life (years) (1)		Options outstanding and exercisable as of June 30, 2026		Weighted average remaining contractual life (years) (1)
RSUs only			100,207		-		-		-
$	6.53		212,692		9.74		-		-
$	8.6		18,750		9.13		-		-
$	14.70		33,333		8.93		8,333		8.93
$	2,257.5-$4,200		40		1.58		40		1.58
			365,022		9.60		27.73		8.89

(1)

Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term.

Share-based awards to non-employee consultants:

As of June 30, 2026, there are no outstanding options or RSUs held by non-employee consultants.

Share-based compensation expense for employees and non-employees:

The Company recognized non-cash share-based compensation expenses for both employees and non-employees in the unaudited condensed consolidated statements of operations as follows (in thousands):

	Six Months Ended June 30,
	2026		2025
Cost of revenues	$	6	$	7
Research and development, net		74		73
Sales and marketing		63		138
General and administrative		296		184
Total	$	439	$	402

F - 19

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Warrants and Pre-Funded Warrants to purchase ordinary shares:

The following table summarizes information about warrants outstanding and exercisable that were classified as equity as of June 30, 2026:

Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Contractual term
	(number)				(number)
February 26, 2021 (1)		64,998	$	302.40		64,998	August 26, 2026
February 26, 2021 (2)		7,800	$	384.56		7,800	August 26, 2026
September 29, 2021 (3)		95,314	$	168.00		95,314	March 29, 2027
September 29, 2021 (4)		11,437	$	213.68		11,437	September 27, 2026
January 8, 2025 (5)		151,514	$	33.00		151,514	January 10, 2028
January 8, 2025 (6)		9,088	$	41.25		9,088	January 10, 2028
June 26, 2025 (7)		333,328	$	7.8		333,328	June 26, 2030
June 26, 2025 (8)		20,000	$	9.75		20,000	June 26, 2030
March 25, 2026 (9)		3,148,147	$	5.40		3,148,147	March 25, 2031
March 25, 2026 (10)		1,006,113	$	0.0001		1,006,113	No expiration
		4,847,739				4,847,739

(1)

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.

(2)

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement.

(3)

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.

(4)

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering.

(5)

Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in January 2025.

(6)

Represents warrants that were issued to the placement agent as compensation for its role in the Company’s January 2025 registered direct offering.

(7)

Represents warrants that were issued to certain institutional investors in connection with the Company’s public offering of ordinary shares in June 2025.

(8)

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.

(9)

Represents warrants that were issued in connection with the Company's March 2026 acquisition of Oratech and the related financing.

(10)

Represents pre-funded warrants that were issued as part of the consideration for the Company's acquisition of Oratech in March 2026.

F - 20

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Equity raise:

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 & Co., LLC ("HCW") as compensation for its role as the placement agent in the January 2025 private placement offering.

On March 7, 2025, the Company entered into an At-the-Market ("ATM") Offering Agreement with HCW, pursuant to which the Company may, from time to time, offer and sell its ordinary shares through HCW acting as the Company's sales agent.

During the three and six months ended June 30, 2025, the Company sold 80,343 ordinary shares under the ATM program at an average price of $15.60 per share, generating gross proceeds of approximately $1.3 million. The Company paid aggregate fees and commissions of $0.1 million to HCW and incurred other offering expenses of approximately $0.2 million, resulting in net proceeds of approximately $1.0 million. The Company's ATM program expired on November 16, 2025, and no shares were issued under the program during the three and six months ended June 30, 2026.

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 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 expire five years from the date of issuance, to certain representatives of HCW 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 condensed consolidated balance sheets.

F - 21

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 9:

CONVERTIBLE NOTES

On November 14, 2025, the Company entered into a Secured Promissory Note (the ”Original Note”) with Oramed in the principal amount of $3.0 million.

In February and March 2026, the Company entered into additional Secured Promissory Notes (the “Additional Notes”) with Oramed, pursuant to which the Company issued non-convertible secured promissory notes in the aggregate principal amount of $1.025 million. The Additional Notes are secured by a lien on the Company’s cash, accrue interest at a rate of 24% per annum, and mature on the earlier of August 12, 2026, or the failure to obtain shareholder approval of the transactions contemplated by the Securities Purchase Agreement and the SPA.

On March 25, 2026, the Company, Oramed and Creative Value Capital ("CVC") entered into a new agreement pursuant to which the Company issued convertible notes (the "New Notes") and freestanding warrants to Oramed and CVC. Under the terms of the Original Note, if a subsequent financing involving convertible notes was consummated, the Original Note, including accrued and unpaid interest, would automatically convert into the New Notes upon consummation of such financing. In addition, under the terms of the Additional Notes, Oramed had the option to convert the Additional Notes into the New Notes. As such, the Company issued the New Notes in an aggregate principal amount of $10 million and 1,851,851 freestanding warrants with an exercise price of $5.4 per share. In addition, pursuant to the terms of the agreement, the Company may issue up to an additional $10 million principal amount of New Notes, convertible on substantially the same terms as the existing New Notes, upon the achievement of certain specified milestones. Net cash proceeds received by the Company were approximately $5.4 million after giving effect to the exchange of the Original Note and the Additional Notes into the New Notes. The New Notes provide for a secured term loan in an aggregate principal amount of $10.0 million. The loan bears interest at the rate of 8% per annum and matures on March 25, 2029. The New Notes are convertible into 1,851,851 Ordinary Shares at a conversion price of $5.4 per share. The New Notes are secured by a lien on the Company’s cash and contain customary representations, covenants, and events of default. As of June 30, 2026, the Company was in compliance with all covenants.

The Company concluded that the warrants and the New Notes were freestanding financial instruments. The warrants were classified as liabilities, measured at fair value through earnings as the warrants were not indexed to the Company's own stock. The Company also concluded that the conversion feature met the definition of a derivative and should be bifurcated from the debt host liability. As such, the Company recognized the warrants and the embedded derivative liability at fair value, with the remaining proceeds allocated to the debt host. The debt host was subsequently measured using the effective interest method. The Company derecognized the Original Note and the Additional Notes in connection with the exchange of such notes for the New Notes.

On June 30, 2026, the Company entered into the Amended and Restated Note and Warrant Documents. The amended agreements, among other things, provide for pari passu treatment of the Company's outstanding senior secured convertible notes, revise certain contingent redemption provisions and modify certain beneficial ownership limitation provisions. Upon execution of the amended agreements, the Company remeasured the warrant liability and embedded derivative liability to fair value and reassessed their classification. The Company concluded that the warrants and the embedded conversion feature met the criteria for equity classification. Accordingly, the warrant liability and embedded derivative liability were reclassified to additional paid-in capital.

As of June 30, 2026, the carrying amount of the debt host was $4,432 thousand.

For the three and six months ended June 30, 2026, the Company recognized total interest expense of $352 and $1,292 thousand, respectively, related to the Original Note, the Additional Notes, and the New Notes.

F - 22

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 10:

RELATED PARTY TRANSACTIONS

In connection with the acquisition of Oratech completed on March 25, 2026, the Company entered into various financing and commercial arrangements with Oramed, which is considered a related party to the Company due to its significant ownership interest in the Company and representation on the Company’s board of directors.

Related Party Financing Arrangements

As part of the transaction, the Company issued convertible promissory notes and warrants to Oramed. As of June 30, 2026, the Company recorded convertible promissory notes, net, of approximately $4.0 million attributable to Oramed. As of June 30, 2026, the warrants issued to Oramed were classified as equity and, accordingly, are no longer reflected as liabilities.

Refer to Note 3, Significant Accounting Policies, and Note 9, Convertible Promissory Notes, for additional information regarding the terms and accounting treatment of these financing arrangements.

Asset Acquisition Transaction

In connection with the transaction, the Company completed the acquisition of Oratech pursuant to a SPA entered into with Oramed. Refer to Note 6, Asset Acquisition, for additional information regarding the transaction and the related accounting treatment. The acquired assets primarily included intellectual property and other contractual rights related to Oratech’s product development and clinical trial activities. In connection with the transaction, the Company also entered into arrangements related to future clinical trial activities.

As part of the consideration transferred in the transaction, the Company issued pre-funded warrants and freestanding warrants to Oramed. As of June 30, 2026, such pre-funded warrants and freestanding warrants were classified as equity and, accordingly, are no longer reflected as liabilities.

In addition, the Company agreed to make revenue sharing payments to Oramed based on future sales, subject to certain caps and termination provisions. During the three and six months ended June 30, 2026, the Company recognized revenue sharing expense of $97 thousand.

During the six months ended June 30, 2026, the Company recognized approximately $4.9 million, of research and development expense associated with acquired in-process research and development assets that were determined to have no alternative future use.

Clinical Trial Services Arrangements

The clinical trial services arrangements include future clinical development, project management, regulatory and operational support services expected to be provided over a 24-month period. Management’s estimate of the fair value associated with such arrangements required significant judgment and was based on assumptions regarding the scope of services, expected costs, specialized expertise, execution capabilities and market participant considerations. The Company believes the assumptions utilized are consistent with market participant assumptions.

During the three and six months ended June 30, 2026, Oramed provided clinical trial management services totaling approximately $622 thousand under these arrangements, which were recognized as research and development expense. The Company also recognized approximately $93 thousand of research and development expense through the utilization of the clinical trial services asset recognized in connection with the Oratech acquisition. As of June 30, 2026, the clinical trial services asset amounted to $882 thousand, representing the estimated value of future clinical trial services expected to be provided under these arrangements.

Certain members of the Company’s Board of Directors are affiliated with Oramed.

F - 23

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 11:

FINANCIAL EXPENSE (INCOME), NET

The components of financial expense (income), net were as follows (in thousands):

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Foreign currency transactions and other	$	113		$	25		$	126		$	20
Loss from changes in fair value of warrant and derivative liabilities		6,912			-			6,387			-
Interest expense on debt		352			-			1,292			-
Interest income on bank deposits		(52	)		(65	)		(58	)		(121	)
Bank fees and commissions		32			39			58			70
	$	7,357		$	(1	)	$	7,805		$	(31	)

NOTE 12:

GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA

Summary information about geographic areas:

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 3c 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.

The following is a summary of revenues within geographic areas (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenues based on customer’s location:
United States	$	4,063	$	3,062	$	6,424	$	6,271
Europe		1,053		693		1,757		1,473
Germany		1,134		1,410		1,831		1,966
Asia-Pacific		235		124		287		166
Rest of the world		138		435		247		882
Total revenues	$	6,623	$	5,724	$	10,546	$	10,758

F - 24

LIFEWARD LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following is a summary of long-lived assets within geographic areas (in thousands):

	June 30,		December 31,
	2026		2025
Long-lived assets by geographic region (*):
Israel	$	1,493	$	1,579
United States		1,468		545
Germany		39		5
	$	3,000	$	2,129

(*)

Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets.

	Six Months Ended June 30,
	2026			2025
Major customer data as a percentage of total revenues:
Customer A		14.1	%		15	%

NOTE 13:

SUBSEQUENT EVENTS

On June 30, 2026, the Company entered into a Securities Purchase Agreement with certain investors and Oramed Pharmaceuticals Inc., as collateral agent, pursuant to which the Company agreed to issue senior secured convertible notes and accompanying warrants.

As of June 30, 2026, the Company had received $4.1 million of proceeds from certain investors in connection with the financing transaction. These proceeds were recorded as Financing liabilities within long-term liabilities in the accompanying condensed consolidated balance sheet.

The closing of the financing transaction occurred on July 6, 2026. At the closing, the Company issued an aggregate principal amount of $5.6 million of senior secured convertible notes, bearing interest at 8.0% per annum and maturing three years from the date of issuance. The notes are initially convertible into the Company's ordinary shares at a conversion price of $5.40 per share, subject to customary anti-dilution adjustments. In connection with the issuance of the notes, the Company also issued warrants to purchase ordinary shares with an initial exercise price of $5.40 per share and a five-year contractual term.

Pursuant to the Securities Purchase Agreement, the Company may issue an additional $5.6 million aggregate principal amount of senior secured convertible notes and accompanying warrants upon the satisfaction of specified closing conditions.

F - 25

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operation should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report and with our audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission (“SEC”) on March 18, 2026 (the “2025 Form 10-K”). In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. For a discussion of factors that could cause or contribute to these differences, see “Special Note Regarding Forward-Looking Statements” above.

Overview

We are 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, now complemented by a biomedical pipeline. Our initial product offerings were the ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury (“SCI Products”). These devices are robotic exoskeletons that are designed for individuals with paraplegia that use our patented tilt-sensor technology and an onboard computer and motion sensors to drive motorized legs that power movement. These SCI Products allow individuals with spinal cord injury (“SCI”) the ability to stand and walk again during everyday activities at home or in the community. In March 2023, we received clearance of our premarket notification (“510(k)”) from the U.S. Food and Drug Administration (“FDA”) for the ReWalk Personal Exoskeleton with stair and curb functionality, which adds usage on stairs and curbs to the indication for use for the device in the U.S. The clearance permits U.S. customers to participate in more walking activities in real-world environments in their daily lives where stairs or curbs may have previously limited them when using the exoskeleton for its intended, FDA-indicated uses. This feature has been available in Europe since initial CE Clearance, and real-world data from a cohort of 47 European users throughout a period of over seven years consisting of over 18,000 stair steps, were collected to demonstrate the safety and efficacy of this feature and support the FDA submission. In March 2025, we received 510(k) clearance from the U.S. Food and Drug Administration (“FDA”) for the ReWalk 7 Personal Exoskeleton device, a next-generation ReWalk model.

We have sought to expand our product offerings beyond the SCI Products through internal development, distribution agreements, and acquisitions. We have developed our ReStore Exo-Suit device, which we began commercializing in June 2019. The ReStore is a powered, lightweight soft exo-suit intended for use during the rehabilitation of individuals with lower limb disabilities due to stroke. Sales of the device in the European Union ceased in May 2024. In the second quarter of 2020, we signed an agreement to become the exclusive distributor of the MYOLYN MyoCycle FES Pro cycles to U.S. rehabilitation clinics and for the MyoCycle Home cycles available to U.S. veterans through the Veterans Health Administration (“VHA”) hospitals. We continue to distribute these products; however, our distribution rights are no longer exclusive.

In August 2023, we made our first acquisition to supplement our internal growth when we acquired AlterG, a leading provider of Anti-Gravity systems for use in physical and neurological rehabilitation. We paid a cash purchase price of approximately $19 million at closing. The purchase agreement also provided for the potential of additional cash earnout payments based on AlterG’s revenue growth over the two years following the closing; however, no earnout payments were earned. The AlterG Anti-Gravity systems use patented, National Aeronautics and Space Administration (“NASA”) derived differential air pressure (“DAP”) technology to reduce the effects of gravity and allow patients to rehabilitate with finely calibrated support and reduced pain. AlterG Anti-Gravity systems are utilized in over 6,000 facilities globally in more than 40 countries. We will continue to evaluate other products for distribution or acquisition that can broaden our product offerings further to help individuals with injury and disability.

In March 2025, we announced an agreement with CorLife, LLC., a Delaware limited liability company (“CorLife”) and a division of Numotion, the nation’s leading and largest provider of products and services that provide mobility, health and personal independence, to increase our penetration of SCI Products into the workers’ compensation market. Pursuant to the agreement, CorLife became the exclusive distributor for the ReWalk Personal Exoskeleton for individuals with workers’ compensation claims. The agreement leverages CorLife’s extensive network of credentialed providers and experts to include the ReWalk Personal Exoskeleton among the services and equipment they provide to thousands of injured workers each year. Under the agreement, the CorLife reimbursement team manages all workers’ compensation claims submissions for the ReWalk Personal Exoskeleton. We believe this agreement will build awareness of the benefits of the ReWalk Personal Exoskeleton among individuals with workers’ compensation coverage and gain us access to the resources of CorLife to facilitate efficient processing of claims.

In December 2025, we announced a distribution agreement with Verita Neuro, a provider of intensive neurological rehabilitation services. Pursuant to the agreement, Verita Neuro will serve as a distributor of the ReWalk Personal Exoskeleton in certain international markets, including Mexico, Thailand and the United Arab Emirates. Through its network of rehabilitation centers, Verita Neuro integrates advanced technologies and therapies to support individuals with neurological injuries. We believe this agreement will expand access to the ReWalk Personal Exoskeleton in additional international markets and support broader adoption of our technology.

Our principal markets are primarily in the United States and Europe with some lesser sales in Asia, the Middle East and South America. We sell our products primarily directly in the United States, through a combination of direct sales and distributors (depending on the product line) in Germany and Canada, and primarily through distributors in other markets. In markets where we sell direct to consumers, we have established relationships with clinics and rehabilitation centers, professional and college sports teams, individuals and organizations in the SCI community, and in markets where we do not sell direct to consumers, our distributors maintain these relationships. We have primary offices in Yokneam, Israel, Hudson, Massachusetts, and Berlin, Germany.

We have in the past generated and expect to generate in the future revenue from a combination of clinics and rehabilitation centers, commercial distributors, third-party payors (including private and government payors), professional and college sports teams, and self-pay individuals. While a broad uniform policy of coverage and reimbursement by third-party commercial payors currently does not exist in the United States for exoskeleton technologies such as the ReWalk Personal Exoskeleton, we are pursuing various paths of reimbursement and support fundraising efforts by institutions and clinics, such as the VHA policy that was issued in December 2015 for the evaluation, training, and procurement of ReWalk Personal Exoskeleton systems for all qualifying veterans living with SCI across the United States.

We have engaged with CMS regarding the Medicare coverage framework applicable to personal exoskeletons. In 2024, the National Spinal Cord Injury Statistical Center (“NSCISC”), which maintains the world’s largest database on spinal cord injury research, reported that CMS is the primary payor for approximately 57% of the SCI population that is at least five years post-injury, with Medicare representing a majority of this percentage. In July 2020, following a successful submission and hearing process, a code was issued for ReWalk Personal Exoskeleton, which may be used for purposes of claim submission to Medicare, Medicaid, and other payors.

On November 1, 2023, CMS released the Calendar Year 2024 Home Health Prospective Payment System Final Rule, CMS-1780-F (“Final Rule”), which was adopted through the notice and comment rulemaking process. The Final Rule includes a policy confirming that personal exoskeletons are included in the Medicare brace benefit category, as of January 1, 2024. Medicare personal exoskeleton claims with dates of service on or after January 1, 2024 that are billed using HCPCS code K1007 are assigned to the brace benefit category. CMS reimburses items classified under the brace benefit category using a lump-sum payment methodology.

On April 11, 2024, CMS revised its April 2024 Durable Medical Equipment, Prosthetics, Orthotics, and Supplies (“DMEPOS”) Fee Schedule to include a final lump-sum Medicare purchase fee schedule amount for personal exoskeletons (HCPCS code K1007) with an established rate of $91,032. CMS determined this payment rate using a “gap-filling” methodology, which is applied when a technology has no prior fee schedule pricing history. In establishing the payment amount for HCPCS code K1007, CMS considered available pricing information for exoskeleton devices from Lifeward and other manufacturers.

In June 2025, an Administrative Law Judge (“ALJ”) ruled in favor of a Medicare beneficiary’s appeal and determined that their ReWalk Personal Exoskeleton shall be covered and reimbursed by Medicare as a “reasonable and necessary” medical device that enables walking after SCI. This ruling established a legal basis that the ReWalk system constitutes a reasonable and necessary medical intervention for paralyzed individuals.

In Germany, we continue to make progress toward achieving coverage from the various government, private and worker’s compensation payors for our SCI Products. In September 2017, each of German insurer BARMER GEK (“BARMER”) and national social accident insurance provider Deutsche Gesetzliche Unfallversicherung (“DGUV”) indicated that they will provide coverage to users who meet certain inclusion and exclusion criteria. In February 2018, the head office of German Statutory Health Insurance (“SHI”) Spitzenverband (“GKV”) confirmed its decision to list the ReWalk Personal Exoskeleton system in the German Medical Device Directory. This decision means that ReWalk is listed among all medical devices for compensation, which SHI providers can procure for any approved beneficiary on a case-by-case basis. During the year 2020 and 2021, we announced several new agreements with German SHIs, including TK and DAK Gesundheit, as well as the first German Private Health Insurer (“PHI”), which outline the process of obtaining our devices for eligible insured patients. In February 2025, we finalized an agreement with BARMER to formalize the reimbursement process for the provision of ReWalk exoskeletons to medically eligible beneficiaries. We are also currently working with several additional SHIs on securing a formal operating contract that will establish the process of obtaining a ReWalk Personal Exoskeleton for their beneficiaries within their system. Additionally, to date, several private insurers in the United States and Europe are providing reimbursement for ReWalk in certain cases.

In February 2026, we entered into an Intellectual Property Assignment and Technology Transfer Agreement with Skelable Ltd., an Israeli technology company, pursuant to which we agreed to acquire certain intellectual property and related technology assets associated with a powered upper-body robotic orthotic system designed to assist individuals with impaired upper-limb function, including stroke survivors. The transaction was completed on May 18, 2026. As part of the transaction, certain key employees of Skelable joined the Company. The consideration consists primarily of our ordinary shares and is subject to the achievement of certain milestones. The technology remains under development and is intended to expand our neurorehabilitation platform beyond lower-limb exoskeleton systems.

In March 2026, we closed the previously announced acquisition of all of the outstanding equity interests of Oratech from Oramed. In connection with the transaction, we will develop ORMD-0801, an oral protein delivery technology. We are advancing preparations for a planned Phase 2 trial for ORMD-0801.

Second Quarter 2026 Business Highlights

•

Revenue increased 16% to $6.6 million in the second quarter of 2026 compared to the second quarter of 2025, marking the strongest quarterly revenue performance since the fourth quarter of 2024. The increase reflects continued execution of Lifeward's commercial strategy and growing adoption across the Company's rehabilitation portfolio.

•

Strengthened the Company's balance sheet to a proforma cash balance of approximately $11 million. The Company had a cash balance of $9.4 million as of June 30, 2026. Through a strategic financing closed on July 6, 2026, providing up to $11.2 million in growth capital, Lifeward raised approximately $5.6 million, $4.1 million of which was received during the second quarter, and $1.5 million was received in July. An additional approximately $5.6 million is available upon achieving either a 150% increase in ReWalk sales or the Company's common stock trading at $13.80 or higher for ten consecutive trading days.

•

Continued successful execution of Lifeward's capital-efficient distribution strategy, expanding patient access through established rehabilitation and durable medical equipment distribution partners while building scalable commercial infrastructure designed to support portfolio growth. In August 2026, Lifeward launched a pilot program with Ottobock Care, a leading U.S. mobility technology patient care organization with more than 50 patient clinics nationwide, broadening access to ReWalk Personal Exoskeleton across the country.

•

Further strengthened Lifeward's restorative healthcare platform, with ongoing investigational device development, combining market-leading rehabilitation technologies with an established reimbursement infrastructure.

•

Advanced the ORMD-0801 oral insulin clinical program, with preparations ongoing for the planned Phase 2 U.S. clinical trial. Clinical development activities continue to be managed by Oramed under the strategic collaboration utilizing funds from the Oratech acquisition.

Results of Operations for the Three and Six Months Ended June 30, 2026 and June 30, 2025

Our operating results for the three and six months ended June 30, 2026, as compared to the same period in 2025, are presented below. The results set forth below are not necessarily indicative of the results to be expected in future periods.

	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Revenues	$	6,623		$	5,724		$	10,546		$	10,758
Cost of revenues		3,914			3,213			6,495			6,125

Gross profit		2,709			2,511			4,051			4,633

Operating expenses:
Research and development, net		1,754			767			7,599			1,685
Sales and marketing		3,531			3,785			6,802			7,622
General and administrative		1,576			1,739			4,141			3,959
Impairment charges		—			2,783			—			2,783

Total operating expenses		6,861			9,074			18,542			16,049

Operating loss		(4,152	)		(6,563	)		(14,491	)		(11,416	)
Financial expense (income), net		7,357			(1	)		7,805			(31	)

Loss before income taxes		(11,509	)		(6,562	)		(22,296	)		(11,385	)
Taxes on income		10			-			16			11

Net loss	$	(11,519	)	$	(6,562	)	$	(22,312	)	$	(11,396	)

Net loss per ordinary share, basic and diluted	$	(4.12	)	$	(7.01	)	$	(10.09	)	$	(12.59	)

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted (1)		2,796,621			935,785			2,210,280			904,881

(1) Reflects the one-for-twelve reverse share split that became effective on February 24, 2026.

Three and Six Months Ended June 30, 2026 Compared to Three and Six Months Ended June 30, 2025

Revenue

Our revenue for the three and six months ended June 30, 2026 and 2025 was as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Revenues	$	6,623	$	5,724	$	10,546	$	10,758

Revenues are derived from the sale of ReWalk, AlterG, ReStore, and MyoCycle systems. We also generate revenue from the sale of extended warranties and the provision of repair services for the products that we sell.

Revenue was $6.6 million during the three months ended June 30, 2026, an increase of $0.9 million, or 16%, compared to the three months ended June 30, 2025. The increase was primarily driven by higher AlterG revenue of approximately $0.8 million, primarily reflecting higher unit shipments in the U.S., together with increased service revenue and improved average selling prices. This increase also reflected higher ReWalk revenue, primarily driven by stronger sales in Europe, and increased CMS revenue.

Revenues decreased by $0.2 million, or 2%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease primarily reflected a $0.5 million decline in AlterG revenue, driven by reduced unit shipments during the first quarter of 2026 due to timing issues associated with working capital constraints that impacted sourcing and supply chain activities. This decrease was partially offset by a $0.4 million increase in ReWalk revenue, primarily driven by higher sales in Europe, while AlterG revenue recovered significantly during the second quarter, largely offsetting the decline experienced during the first quarter.

In the future, we expect our growth to be primarily driven by sales of our ReWalk Personal device through expansion of coverage and reimbursement by commercial, government third-party payors and through channel partnerships. We also expect increased shipments of our AlterG Anti-Gravity systems over time as we continue to expand our penetration of rehabilitation clinics in the U.S. and internationally.

Gross Profit

Our gross profit for the three and six months ended June 30, 2026 and 2025 was as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Gross profit	$	2,709	$	2,511	$	4,051	$	4,633

Gross profit was $2.7 million, or 40.9% of revenue, for the three months ended June 30, 2026, compared to $2.5 million, or 43.9% of revenue, for the three months ended June 30, 2025. The decrease in gross margin was primarily attributable to adverse foreign exchange rate fluctuations, revenue sharing expense related to Oramed transaction and higher tariffs.

Gross profit was 38.4% of revenue for the six months ended June 30, 2026, compared to 43.1% of revenue, for the six months ended June 30, 2025. The decrease in gross margin primarily reflected the impact of adverse foreign exchange rate fluctuations, higher tariffs, increased component costs, revenue sharing expense related to Oramed transaction and higher personnel-related expenses.

We expect gross profit and gross margin to improve over time as higher revenue volumes improve the absorption of fixed manufacturing overhead and as we continue to realize operational efficiencies and cost reduction initiatives.

Research and Development Expenses, net

Our research and development expenses, net, for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Research and development expenses, net	$	1,754	$	767	$	7,599	$	1,685

Research and development expenses were $1.8 million for the three months ended June 30, 2026, an increase of $1.0 million, compared to the three months ended June 30, 2025. The increase was primarily attributable to approximately $0.7 million of clinical trial and CRO service costs related to the Oratech clinical trial, together with higher development costs related to the AlterG project and development activities associated with the Skelable technology following its acquisition.

Research and development expenses were $7.6 million for the six months ended June 30, 2026, an increase of $5.9 million compared to the six months ended June 30, 2025. The increase was primarily attributable to a one-time acquired IPR&D charge of approximately $4.9 million related to the Oratech acquisition, approximately $0.7 million of clinical trial and CRO service costs related to the Oratech clinical trial, together with higher development costs related to the AlterG project and ongoing development activities associated with the Skelable technology following its acquisition.

We expect to focus our research and development efforts on product improvements and ongoing enhancements to our current products, as well as initiatives aimed at reducing material costs for our ReWalk and AlterG product lines. In addition, we commenced development and integration activities related to the technologies acquired as part of the Skelable transaction and expect to continue investing in these initiatives.

Sales and Marketing Expenses

Our sales and marketing expenses for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Sales and marketing expenses	$	3,531	$	3,785	$	6,802	$	7,622

Sales and marketing expenses were $3.5 million for the three months ended June 30, 2026, a decrease of $0.3 million, or 7%, compared to the three months ended June 30, 2025. The decrease was primarily attributable to reduced spending on commercial and reimbursement-related activities, lower personnel-related expenses, and lower spending on trade shows.

Sales and marketing expenses were $6.8 million for the six months ended June 30, 2026, a decrease of $0.8 million, or 11%, compared to the six months ended June 30, 2025. The decrease was primarily attributable to reduced spending on commercial and reimbursement-related activities, lower spending on marketing consultants and trade shows, as well as lower personnel-related expenses.

In the near term, our sales and marketing expenses are expected to be driven by our efforts to facilitate growth in sales of our commercial product lines, expand reimbursement coverage for our ReWalk Personal Exoskeleton device, support training activities of ReWalk customers, promote sales through channel partners, and increase adoption of our AlterG Anti-Gravity systems through greater penetration of rehabilitation clinics and hospitals and expansion of our distributor network internationally.

General and Administrative Expenses

Our general and administrative expenses for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
General and administrative expenses	$	1,576	$	1,739	$	4,141	$	3,959

General and administrative expenses were $1.6 million for the three months ended June 30, 2026, a decrease of $0.2 million, or 9%, compared to the same period in 2025. The decrease was primarily attributable to lower personnel-related costs and professional services expenses and the absence of bad debt expense recognized in the prior-year period, partially offset by the absence of a benefit related to the elimination of the earnout liability in the prior-year period.

General and administrative expenses were $4.1 million for the six months ended June 30, 2026, an increase of $0.2 million, or 5%, compared to the same period in 2025. The increase was primarily attributable to one-time professional and legal expenses related to the strategic transaction and related financing activities, as well as unfavorable foreign exchange rate fluctuations. These increases were partially offset by lower personnel-related costs and the absence of bad debt expense recognized in the prior-year period.

Impairment Charges

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Impairment charges	$	—	$	2,783	$	—	$	2,783

No impairment charges were recognized during the three and six months ended June 30, 2026. During the three and six months ended June 30, 2025, we recognized a non-cash goodwill impairment charge of $2.8 million, primarily resulting from the sustained decline in our share price, which resulted in our market capitalization falling below our carrying value. The impairment charge did not impact our liquidity, cash flows or ongoing operations.

Financial Expense (income), Net

Our financial expense (income), net, for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2026		2025			2026		2025
Financial expense (income), net	$	7,357	$	(1	)	$	7,805	$	(31	)

Financial expense (income), net, increased by $7.4 million, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily attributable to non-cash fair value changes in warrant and derivative liabilities associated with the Company's financing transactions and the Oratech acquisition, as well as interest expense related to the Company's convertible notes.

Financial expense (income), net, increased by $7.8 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily attributable to non-cash fair value changes in warrant and derivative liabilities associated with the Company's financing transactions and the Oratech acquisition, as well as interest expense related to the Company's convertible notes.

Income Taxes

Our income tax for the three and six months ended June 30, 2026 and 2025 was as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
Taxes on income	$	10	$	-	$	16	$	11

Income taxes increased by $10 thousand, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025, primarily due to higher taxable income in a foreign jurisdiction.

Income taxes increased by $5 thousand for the six months ended June 30, 2026, compared to the six months ended June 30, 2025, reflecting higher taxable income in a foreign jurisdiction.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with U.S. GAAP. The preparation of our condensed financial statements requires us to make estimates, judgments and assumptions that can affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, judgments, and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our condensed financial statements and related disclosures. See Note 2 to our audited consolidated financial statements included in our 2025 Form 10-K for a description of the significant accounting policies that we used to prepare our consolidated financial statements.

There have been no material changes to our critical accounting policies or our critical judgments from the information provided in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” of our 2025 Form 10-K, except for the updates provided in Note 3 of our unaudited condensed consolidated financial statements set forth in “Part I, Item 1. Financial Statements” of this quarterly report.

Recent Accounting Pronouncements

See Note 3 to our unaudited condensed consolidated financial statements set forth in “Part I, Item 1. Financial Statements” of this quarterly report for information regarding new accounting pronouncements.

Liquidity and Capital Resources

Sources of Liquidity and Outlook

Since inception, we have funded our operations primarily through the sale of our equity securities and convertible notes to investors in private placements, the sale of our equity securities in public offerings, cash exercises of outstanding warrants, the incurrence of bank debt and loans.

As of June 30, 2026, we had cash and cash equivalents of $9.4 million. We had an accumulated deficit in the total amount of $307.1 million as of June 30, 2026 and further losses are anticipated in the development of our business. Those factors raise substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon us obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

We intend to finance operating costs over the next twelve months with existing cash on hand, potential reduction in operating cash burn and future issuances of equity and debt securities, or through a combination of the foregoing. However, we will also need to seek additional sources of financing if we require more funds than anticipated during the next 12 months or in later periods.

The accompanying unaudited condensed consolidated financial statements have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The consolidated financial statements for the three and six months ended June 30, 2026 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to our ability to continue as a going concern.

We expect to incur future net losses and our transition to profitability is dependent upon, among other things, the successful development and commercialization of our products and product candidates, the establishment of contracts for the distribution of new product lines, or the acquisition of additional product lines, any of which, or in combination, would contribute to the achievement of a level of revenue adequate to support our cost structure. Until we achieve profitability or generate positive cash flows, we will continue to need to raise additional cash from time to time.

We intend to fund future operations through cash on hand, additional private and/or public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the foregoing. In addition, we may seek additional capital through arrangements with strategic partners or from other sources and we will continue to address our cost structure. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.

Our anticipated primary uses of cash are funding (i) sales, marketing, and promotion activities related to market development for our ReWalk Personal Exoskeleton device and AlterG Anti-Gravity system, broadening third-party payor and CMS coverage for our ReWalk Personal Exoskeleton device and commercializing our new product lines added through distribution agreements; (ii) development of future generation designs for our ReWalk device, new AlterG products utilizing DAP technology, advancement of the ORMD-0801 development program and related clinical activities and the development and commercialization of the upper-body exoskeleton technology acquired from Skelable for potential personal health and rehabilitation applications across multiple indications; (iii) routine product updates; (iv) potential acquisitions of businesses and (v) general corporate purposes, including working capital needs. Our future cash requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the timing and extent of our spending on research and development efforts, the attractiveness of potential acquisition candidates and international expansion. If our current estimates of revenue, expenses or capital or liquidity requirements change or are inaccurate, we may seek to sell additional equity or debt securities, arrange for additional bank debt financing, or refinance our indebtedness. There can be no assurance that we will be able to raise such funds on acceptable terms. For more information, see “Part I, Item 1A. Risk Factors-We have concluded that there is substantial doubt as to our ability to continue as a going concern” of our 2025 Form 10-K.

Equity Raises

Use of Form S-3

Beginning with the filing of our Form 10-K on February 17, 2017, we were subject to limitations under the applicable rules of Form S-3, which constrained our ability to secure capital with respect to public offerings pursuant to our effective Form S-3. These rules limit the size of primary securities offerings conducted by issuers with a public float of less than $75 million to no more than one-third of their public float in any 12-month period. At the time of filing our 2025 Form 10-K, we were subject to these limitations because our public float did not reach at least $75 million in the 60 days preceding the filing of our 2025 Form 10-K. We will continue to be subject to these limitations until such time as our public float reaches at least $75 million. When we file our next annual report for the year ended December 31, 2026, we will also be required to re-test our status under these rules. These limitations do not apply to secondary offerings for the resale of our ordinary shares or other securities by selling shareholders or to the issuance of ordinary shares upon conversion by holders of outstanding convertible securities, such as warrants. We have registered up to $100 million of ordinary shares, warrants and/or debt securities and certain other outstanding securities with registration rights on our registration statement on Form S-3, which was declared effective by the SEC in January 2026 (the “2026 Shelf Registration Statement”).

Equity Offerings and Warrant Exercises

On January 7, 2025, we entered into a purchase agreement with certain institutional investors for the issuance and sale of 151,515 ordinary shares and ordinary warrants to purchase up to an aggregate of 151,515 ordinary shares at an exercise price of $33 per share. Each ordinary share was sold at an offering price of $33.00. The offering of the ordinary shares and the ordinary shares that are issuable from time to time upon exercise of the ordinary warrants was made pursuant to our shelf registration statement on Form S-3 initially filed with the SEC on March 30, 2022, and declared effective by the SEC on May 16, 2022 (the “2022 Shelf Registration Statement”), and the ordinary warrants were issued in a concurrent private placement. 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. Additionally, we 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 January 2025 private placement offering.

On March 7, 2025, we entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), pursuant to which we may, from time to time, offer and sell our ordinary shares having an aggregate offering price of up to $5.5 million through HCW acting as our sales agent. Sales of ordinary shares under the ATM Agreement will be made at prevailing market prices or as otherwise agreed with HCW. We are not obligated to make any sales under the ATM Agreement and may suspend or terminate the program at any time at our discretion.

During the year ended December 31, 2025, we sold 289,903 ordinary shares under the ATM Agreement at an average price of $9.67 per share for total gross proceeds of approximately $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. Upon the expiration of the 2022 Shelf Registration Statement, our ability to offer or sell ordinary shares under our ATM Agreement terminated.

On June 25, 2025, we 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 $7.80 per share. Each ordinary share was sold at a combined offering price of $7.80 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 our registration statement on Form S-1, as amended, 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, we 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 our ordinary shares and meet the criteria for equity classification, they are recorded in shareholders’ equity on our consolidated balance sheets.

Strategic Transaction

On January 12, 2026, we entered into a SPA with Oramed and Oratech, pursuant to which we agreed to acquire all of the outstanding equity interests of Oratech. On March 12, 2026, our shareholders approved the transaction and on March 25, 2026, we closed the transaction. Upon closing of the transaction, we issued to Oramed ordinary shares and pre-funded warrants representing up to 49.99% of our fully diluted equity capitalization, with the number of ordinary shares issued at closing not exceeding 45% of our outstanding ordinary shares immediately after closing. We also issued transaction warrants and agreed to make quarterly revenue sharing payments based on future sales, subject to certain caps and termination events.

In connection with the transaction, we also entered into a Securities Purchase Agreement with Oramed and certain investors providing for the issuance of up to $20.0 million of senior secured convertible notes, including $10.0 million issued at closing (the “New Notes”), together with accompanying warrants.

In connection with the transaction, we received bridge financing from Oramed. On November 14, 2025, we entered into a Secured Promissory Note (the “Original Note”) with Oramed Ltd., pursuant to which we issued to Oramed Ltd. a secured promissory note in the principal amount of $3.0 million. The loan bears interest at a rate of 15% per annum, is secured by a lien on our cash, and matures on May 14, 2026.

On June 30, 2026, the Company entered into the Amended and Restated Note and Warrant Documents. The Amended and Restated Note and Warrant Documents, among other things, provide for pari passu treatment of the Company's outstanding senior secured convertible notes, revise certain contingent redemption provisions and modify certain beneficial ownership limitation provisions. Upon execution of the Amended and Restated Note and Warrant Documents, the Company remeasured the warrant liability and embedded derivative liability to fair value and reassessed their classification. The Company concluded that the warrants and the embedded conversion feature met the criteria for equity classification. Accordingly, the warrant liability and embedded derivative liability were reclassified to additional paid-in capital.

On June 30, 2026, the Company also entered into a Securities Purchase Agreement with certain investors and Oramed, as collateral agent, pursuant to which the Company agreed to issue senior secured convertible notes and accompanying warrants to purchase ordinary shares. The transaction closed on July 6, 2026.

Cash Flows for the Six Months Ended June 30, 2026 and 2025 (in thousands):

	Six Months Ended June 30,
	2026			2025
Net cash used in operating activities	$	(9,680	)	$	(9,429	)
Net Cash provided by (used in) investing activities		6,472			(5	)
Net cash provided by financing activities		10,505			7,779
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash		12			70
Net cash flow	$	7,309		$	(1,585	)

Net Cash used in Operating Activities

Net cash used in operating activities increased by $0.3 million, or 3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase primarily reflected changes in working capital, including higher trade receivables and prepaid expenses and other assets, partially offset by higher trade payables and other liabilities.

Net Cash provided by (used in) Investing Activities

Net cash provided by investing activities increased by $6.5 million, primarily due to cash acquired in connection with the Oratech acquisition.

Net Cash provided by Financing Activities

Net cash provided by financing activities increased by $2.7 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Financing activities during the 2026 period primarily reflected proceeds from the Company's financing transactions, including the issuance of additional convertible notes and cash received in connection with the June Securities Purchase Agreement prior to its closing on July 6, 2026, while the comparable prior-year period primarily reflected proceeds from the Company's registered direct offering, at-the-market offering, and public offering.

Obligations and Contractual Commitments

Set forth below is a summary of our contractual obligations as of June 30, 2026.

	Payments due by period (in thousands)
Contractual obligations	Total		Less than 1 year		1-3 years		3-5 years
Purchase obligations (1)	$	10,696	$	10,696	$	-	$	-
Operating lease obligations (2)		3,158		783		1,874		501
Total	$	13,854	$	11,479	$	1,874	$	501

(1)	Purchase obligations consist of non-cancelable purchase orders with suppliers for the manufacture of our ReWalk systems produced in-house and for AlterG Anti-Gravity systems manufactured by our contract manufacturer, Cirtronics Corporation. Purchase orders are placed with suppliers based on our sales forecasts and anticipated production requirements.
(2)	Our operating leases consist of leases for our facilities in the United States and Israel and motor vehicles.

We calculated the payments due under our operating lease obligation for our Israeli office that are to be paid in NIS at a rate of exchange of NIS 2.979: $1.00 which were the applicable exchange rates as of June 30, 2026 .

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third-party obligations as of June 30, 2026.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our market risk during the second quarter of 2026. For a discussion of our exposure to market risk, please see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2025 Form 10-K.

ITEM 4. 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 reports under the Exchange Act 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 Principal Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Principal 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 Principal Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2026, 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 Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the six months ended June 30, 2026 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material changes to our legal proceedings as described in “Part I, Item 3. Legal Proceedings” of our 2025 Form 10-K, except as described in Note 7 in our unaudited condensed consolidated financial statements included in “Part I, Item 1” of this quarterly report.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in “Part I, Item 1A. Risk Factors” of our 2025 Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Not applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

During the six months ended June 30, 2026, 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 6. EXHIBIT INDEX

Exhibit Number		Description
4.1		Form of Amended and Restated Senior Secured Convertible Note (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2026).
4.2		Form of Amended and Restated Common Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2026).
4.3		Form of Amended and Restated Pre-Funded Warrant (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2026).
10.1		Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2026).
10.2		Separation Agreement and Release, dated as of May 3, 2026, between the Company and Jeannine Lynch.
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 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
32.2*		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
104		Cover Page Interactive Data File – formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.

__________________________

*	Furnished herewith.
**	Filed herewith
^	Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select information.

SIGNATURES

Pursuant to the requirements 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.

Date: August 14, 2026	By:	/s/ Mark Grant
		Mark Grant
		Chief Executive Officer (Principal Executive Officer)

Date: August 14, 2026	By:	/s/ Almog Adar
		Almog Adar
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

Lifeward - 10-Q quarterly report FY2026 Q2

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