Form 8-K

8-K — Lifeward Ltd.

Accession: 0001178913-26-005051

Filed: 2026-11-05

Period: 2026-10-30

CIK: 0001607962

SIC: 3842 (ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES)

Item: Submission of Matters to a Vote of Security Holders

Documents

8-K — zk2636327.htm (Primary)

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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):

October 30, 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

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 5.07 Submission of Matters to a Vote of

Security Holders.

An aggregate of 2,036,125 ordinary shares, no

par value each (the “Ordinary Shares”), of Lifeward Ltd. (the “Company”), or approximately 71.7% of the 2,838,715

Ordinary Shares issued and outstanding as of September 30, 2026, the record date for the Company’s 2026 Annual and Extraordinary

General Meeting of Shareholders held on October 30, 2026 (the “Meeting”), were present or voted at the Meeting, constituting

a quorum. The following proposals were voted upon at the Meeting, with the results of such voting as set forth below. Each of the proposals

received the requisite level of shareholder approval, except for Proposal 6, which did not receive the requisite votes for approval. The

proposals are described in greater detail in the Company’s definitive Proxy Statement for the Meeting filed with the Securities

and Exchange Commission on September 25, 2026 (the “Proxy Statement”).

Results of the Meeting

Proposal No. 1.a: To approve the

re-election of Haggai Zamir as a Class III director, to serve until the 2029 annual general meeting of shareholders and until his successor

has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or

the Israel Companies Law, 5759-1999.

For

Against

Abstain

Broker Non-Votes

1,353,461

92,843

40,819

549,002

Proposal No. 1.b: To approve the

re-election of Avi Gabay as a Class III director, to serve until the 2029 annual general meeting of shareholders and until his successor

has been duly elected and qualified, or until his office is vacated in accordance with the Company’s Articles of Association or

the Israel Companies Law, 5759-1999.

For

Against

Abstain

Broker Non-Votes

1,353,446

92,945

40,731

549,003

Proposal No. 2: To approve the election

of Ariel Kallner as an “external director” within the meaning of the Israel Companies Law, 5759-1999, to serve for a three-year

term commencing as of November 11, 2026, or until his office is vacated in accordance with the Company’s Articles of Association

or the Israel Companies Law, and to approve his compensation as described in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

101,440

94,548

40,771

549,003

As required by Israeli law, Proposal 2 was also approved by shareholders

holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who were non-controlling shareholders and did

not have a personal interest in such proposal.

Proposal No. 3: To approve the equity

compensation payable to the Company’s current and future directors, other than External Directors and directors who are employees

of the Company, as described in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

99,369

96,000

41,391

549,002

As required by Israeli law, Proposal 3 was also approved by shareholders

holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who were non-controlling shareholders and did

not have a personal interest in such proposal.

Proposal No. 4: To approve the compensation

payable to Josh Hexter, the Company’s Interim Chief Executive Officer, as described in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

133,187

98,732

4,841

549,002

As required by Israeli law, Proposal 4 was also approved by shareholders

holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who were non-controlling shareholders and did

not have a personal interest in such proposal.

Proposal No. 5: To approve, for

purposes of Nasdaq Listing Rule 5635(d), the issuance of ordinary shares upon conversion of the Notes and exercise of the Warrants issued

pursuant to the Securities Purchase Agreement, including issuances in excess of the Exchange Cap, each as defined and described in the

Proxy Statement.

For

Against

Abstain

Broker Non-Votes

1,351,136

134,590

1,396

549,003

Proposal No. 6: To approve the renewal

of the Company’s Compensation Policy for officers and directors for a period of three years, as described in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

95,657

99,427

41,676

549,002

Proposal 6 was not approved, as required by Israeli law, by shareholders

holding a majority of the ordinary shares voted on such proposal (excluding abstentions) who were non-controlling shareholders and did

not have a personal interest in such proposal.

As previously disclosed, the Company’s entry

into an employment agreement with Ronen Tsimerman was subject to shareholder approval of the renewed Compensation Policy. Notwithstanding,

Mr. Tsimerman’s appointment as Chief Financial Officer, effective as of November 1, 2026, is not affected by the foregoing. The

Company will take steps to bring a compensation policy for officers and directors into effect and, once it is in effect, Mr. Tsimerman’s

employment agreement will be effective as of November 1, 2026.

Proposal No. 7: To re-appoint Kost

Forer Gabbay & Kasierer, a member of Ernst & Young Global, as the Company’s independent registered public accounting firm

for the year ending December 31, 2026, and until the Company’s 2027 annual general meeting of shareholders, and to authorize the

Board of Directors, upon the recommendation of the Audit Committee, to fix the remuneration of such independent registered public accounting

firm.

For

Against

Abstain

1,917,661

115,643

2,820

Proposal No. 8: To approve, on an

advisory and non-binding basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

For

Against

Abstain

Broker Non-Votes

1,343,180

138,831

5,112

549,002

Proposal No. 9: To approve, on an advisory basis, the

frequency of the named executive officer compensation advisory vote.

Every Year

Every Two Years

Every Three Years

Abstain

Broker Non-Votes

1,422,527

47,239

9,202

8,151

549,002

After consideration of the voting results of Proposal No. 9, the Company

determined that it will hold future advisory votes on named executive officer compensation annually until the next required vote on such

frequency.

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: November 5, 2026

By:

/s/ Josh Hexter

Name:

Josh Hexter

Title:

Interim Chief Executive Officer

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Entity Incorporation, State or Country Code

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