As filed with the Securities and Exchange Commission on May 20, 2026

Registration No. 333-

---

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

Lifeward Ltd.

(Exact name of registrant as specified in its charter)

Lifeward Ltd. 2025 Incentive Compensation Plan

Stock Option Inducement Award

(Full Title of the Plans)

William Mark Grant

President and Chief Executive Officer

2 Cabot Rd.

Hudson, MA 01749

(508) 251-1544

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

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.

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

 

On January 5, 2026, the Board of Directors of Lifeward Ltd. (the “Company”, or the "Registrant") adopted, subject to approval by the shareholders, an amendment to the Lifeward Ltd. 2025 Incentive Compensation Plan (the “2025 Plan”) (such amendment, the “Amendment” and the 2025 Plan, after giving effect to the Amendment, the “Amended 2025 Plan”), which the shareholders of the Company approved at the Company’s Extraordinary General Meeting of Shareholders held on March 12, 2026. The Amendment increased the aggregate number of ordinary shares authorized for issuance thereunder by 435,416 shares (the “Additional Shares”). This Registration Statement on Form S-8 (the “Registration Statement”) is being filed for the purpose of registering the Additional Shares for issuance under the Amended 2025 Plan.

 

Such Additional Shares are of the same class of securities as the ordinary shares issuable under the 2025 Plan for which the currently effective Registration Statements on Form S-8 (File No. 333-289840) filed with the Securities and Exchange Commission (the “Commission”) on August 25, 2025 (the “Prior Registration Statement”), was filed. Upon the effectiveness of this Registration Statement, an aggregate of 560,416 ordinary shares will be registered for issuance from time to time under the Amended 2025 Plan, inclusive of the Additional Shares. Pursuant to General Instruction E of Form S-8 regarding registration of Additional Securities, the contents of the Prior Registration Statements are incorporated herein by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those items of Form S-8 containing new information not contained in the Prior Registration Statement are presented herein.

This Registration Statement also registers ordinary shares issuable pursuant to an inducement award, as described below. To induce the individual listed below to accept employment with the Registrant, the Registrant granted the following equity award to such individual (the “Inducement Award”) on the date listed below:

The Inducement Award was recommended by the Registrant’s compensation committee of the board of directors and approved by the Registrant’s board of directors, in compliance with and in reliance on Nasdaq Listing Rule 5635(c)(4). The Inducement Award was granted outside of the 2025 Plan.

On February 24, 2026, the Company effected a 1-for-12 reverse share split of its ordinary shares. The share amounts stated above are presented on a post-split basis and reflect such reverse share split.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Part I of Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”) and the introductory note to Part I of the Form S-8 instructions. The documents containing the information specified in Part I will be delivered to the person to whom the Inducement Award has been granted as required by Rule 428(b)(1) under the Securities Act.

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

The following documents filed by the Registrant with the Commission are incorporated herein by reference:

 

	(i)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on March 18, 2026;
	(ii)	The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Commission on May 20, 2026;

(iii)

The Registrant’s Current Reports on Form 8-K (other than portions thereof furnished under Item 7.01 of Form 8-K and exhibits accompanying such reports that are related to such items) filed with the Commission on January 6, 2026, January 13, 2026, January 28, 2026, February 9, 2026, February 19, 2026, February 25, 2026, February 27, 2026, March 2, 2026, March 11, 2026, March 12, 2026, March 20, 2026, March 25, 2026, March 31, 2026, April 23, 2026, and May 19, 2026; and

(iv)

The description of the Registrant’s Ordinary Shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-36612) filed with the Commission on September 2, 2014, as updated by any amendment or report filed for the purpose of updating that description.

In addition to the foregoing, all documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

 

Under the Israeli Companies Law 5759-1999 (the "Israeli Companies Law"), a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association. The Registrant’s Eighth Amended and Restated Articles of Association (“Articles of Association”) include such a provision. An Israeli company also may not exculpate in advance a director from liability arising out of a prohibited dividend or distribution to shareholders.

 

Under the Israeli Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event, provided its articles of association include a provision authorizing such indemnification:

Under the Israeli Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him or her as an office holder if and to the extent provided in the company’s articles of association:

 Under the Israeli Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:

Under the Israeli Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.

 

The Registrant has entered into indemnification agreements with office holders to exculpate, indemnify and insure the Registrant’s office holders to the fullest extent permitted by the Registrant’s Articles of Association, the Israeli Companies Law and the Israeli Securities Law, 5728-1968.

 

The Registrant has obtained directors’ and officers’ liability insurance for the benefit of the office holders and intends to continue to maintain such coverage and pay all premiums thereunder to the fullest extent permitted by the Israeli Companies Law.

Item 7. Exemption from Registration Claimed.

Not applicable

 

The undersigned Registrant, hereby undertakes:

 

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act.

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the Registration Statement.

 

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

 

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the Registration Statement.

 

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Hudson, Commonwealth of Massachusetts on this 20th day of May, 2026.

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints William Mark Grant and Almog Adar, and each of them individually, as his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on May 20, 2026 in the capacities indicated:

---

Kost Forer Gabbay & Kasierer Menachem Begin 144, Tel-Aviv 6492102, Israel

Tel: +972-3-6232525 Fax: +972-2-5622555 ey.com

/s/ KOST FORER GABBAY & KASIERER
A Member of EY Global

AMENDMENT NO. 1

TO THE

LIFEWARD LTD.
2025 INCENTIVE COMPENSATION PLAN

WHEREAS, Lifeward Ltd. (the “Company”) maintains the Lifeward Ltd. 2025 Incentive Compensation Plan (the “Plan”), which was previously adopted by the Board of Directors of the Company (the “Board”) and approved by the Company’s shareholders;

WHEREAS, Section 15.1 of the Plan provides that the Board may amend the Plan at any time, subject to certain conditions set forth therein;

WHEREAS, the Board determined that it is advisable and in the best interest of the Company and its shareholders to amend the Plan to increase the aggregate number of Shares reserved for issuance under the Plan by 435,416 Shares; and

WHEREAS, the Company’s shareholders approved such increase. Board determined that it is advisable and in the best interest of the Company and its shareholders to amend the Plan to increase the aggregate number of Shares reserved for issuance under the Plan by 435,416 Shares.

THEREFORE, the Plan is hereby amended as follows:

1.          Increase in Share Pool.  Section 4.1 of the Plan is hereby deleted in its entirety and replaced with the following:

“Number of Shares Available for Issuance.  The shares subject to Awards granted under the Plan shall be Shares. Such Shares subject to the Plan may be authorized and unissued shares (which will not be subject to preemptive rights), Shares held in treasury by the Company, Shares purchased on the open market or by private purchase or any combination of the foregoing. Subject to adjustment as provided in Section 4.3, the total number of Shares that may be issued pursuant to Awards under the Plan shall be 560,416 Shares. Grants or awards made under the ReWalk Robotics Ltd. 2014 Incentive Compensation Plan (the “Prior Plan”) before the Effective Date shall continue in effect from and after the Effective Date in accordance with their terms.”

2.          Effective Date of Amendment.  This Amendment No. 1 to the Plan is effective upon the date of approval by the Company’s shareholders.

3.          Other Provisions.  Except as set forth above, all other provisions of the Plan shall remain unchanged.

DATE APPROVED BY BOARD OF DIRECTORS: January 5, 2026

DATE APPROVED BY SHAREHOLDERS: March 12, 2026