UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 17, 2026
Lifeward Ltd.
(Exact name of registrant as specified in its charter)
| Israel | 001-36612 | Not applicable | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 2 Cabot Rd., Hudson, MA | | 01749 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: +508.251.1154
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Ordinary Shares, no par value | | LFWD | | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
Nasdaq Corporate Governance Standard Non-Compliance
On March 17, 2026, Lifeward Ltd. (the “Company”) received a notice (the “Audit Committee Notice”) from the Nasdaq Listing Qualifications Department indicating that, following Hadar Levy’s resignation from the Board of Directors of the Company, which reduced the Audit Committee to two members, the Company no longer complies with the audit committee requirement under Nasdaq Listing Rule 5605(c)(2)(A), which requires listed companies to have an audit committee of at least three members.
The Company is in the process of reviewing and evaluating potential options to regain compliance with these continued listing requirements noted above in a manner consistent with the cure period set out in Nasdaq Listing Rule 5605(c)(4) of the Nasdaq rules. Such cure period provide that the Company will have until the earlier of its next annual meeting of shareholders or February 24, 2027; provided, however, that if the Company’s next annual meeting of shareholders is held before August 24, 2026, then the Company must evidence compliance no later than August 24, 2026. There can be no assurance that the Company will successfully regain compliance with these continued listing requirements within the applicable cure period.
The Audit Committee Notice does not have an immediate effect on the listing of the Company’s ordinary shares, and the ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol “LFWD” at this time.
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 hereunto duly authorized.
| | Lifeward Ltd. | | |
| Dated: March 20, 2026 | By: | /s/ Almog Adar | |
| | Name: | Almog Adar | |
| | Title: | Chief Financial Officer | |