Lifeward Ltd.

08/14/2026 | Press release | Distributed by Public on 08/14/2026 08:22

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

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.
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. 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 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.
Lifeward Ltd. published this content on August 14, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on August 14, 2026 at 14:22 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]