Lifeward (LFWD) takes 24% cash‑secured $525K note plus upsizing option

Rhea-AI Filing Summary

Lifeward Ltd. entered into a new secured promissory note with Oramed Pharmaceuticals, Inc. for an initial principal amount of $525,000, which may be increased by up to an additional $975,000 upon mutual consent. This follows a prior secured promissory note for $3.0 million that remains outstanding.

The new note is secured by a lien on the company’s cash, carries interest at 24% per annum, and matures on the earlier of August 12, 2026 or the company’s failure to obtain shareholder approval for the transactions under the January 12, 2026 securities purchase and share purchase agreements. It includes customary covenants restricting additional indebtedness, liens, major transactions, and affiliate dealings, and defines standard events of default such as non-payment, covenant breaches, insolvency, and material adverse effects.

Upon default, Oramed may accelerate all obligations, increase the interest rate, terminate its commitments, and exercise contractual and legal remedies. Proceeds from the collateral will be applied ratably to Lifeward’s obligations under both the initial and subsequent secured promissory notes.

Insights

Corporate credit analyst

Lifeward adds high-cost, cash-secured debt with tight covenants.

Lifeward is layering a new secured promissory note of $525,000, potentially rising by $975,000, on top of an existing $3.0 million secured note. The new borrowing is secured specifically by cash and carries a relatively high stated annual interest rate of 24%.

Covenants limit added debt, liens, asset sales, mergers, investments, loans, and affiliate transactions, which can constrain future financing and strategic moves. Default triggers include non-payment, covenant breaches, insolvency, and material adverse effects, after which Oramed may accelerate obligations and increase the interest rate.

Proceeds from the cash collateral will be applied ratably to both the initial and subsequent notes, so the lender’s recovery is supported by existing cash balances. Actual impact on Lifeward’s flexibility and liquidity will depend on whether the note is upsized and on outcomes of the January 12, 2026 agreements referenced in the maturity terms.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

FAQ

What financing agreement did Lifeward (LFWD) enter with Oramed on February 12, 2026?

Lifeward entered a Subsequent Secured Promissory Note with Oramed for an initial principal of $525,000, secured by a lien on Lifeward’s cash. The note can increase by up to $975,000 by mutual consent, adding to an existing $3.0 million secured promissory note.

What are the key terms of Lifeward’s new secured promissory note?

The new note has an initial principal of $525,000, potential $975,000 increase, and a 24% annual interest rate. It is secured by Lifeward’s cash and matures on the earlier of August 12, 2026 or failure to obtain shareholder approvals for specified January 12, 2026 transactions.

How is the Lifeward (LFWD) secured promissory note with Oramed collateralized?

The Subsequent Secured Promissory Note is secured by a lien on Lifeward’s cash. If collateral is realized, proceeds are applied ratably to Lifeward’s obligations under both the original $3.0 million secured note and this new subsequent secured promissory note.

What covenants does Lifeward’s new secured note impose on the company?

The note includes customary covenants limiting additional indebtedness, liens, guarantees, mergers, consolidations, substantial asset sales, investments, loans, certain corporate changes, affiliate transactions, and fundamental changes. These restrictions are designed to protect the lender’s position while the note remains outstanding.

When does Lifeward’s Subsequent Secured Promissory Note with Oramed mature?

The note matures on the earlier of August 12, 2026 or the failure of Lifeward to obtain shareholder approval for transactions under the January 12, 2026 Securities Purchase Agreement and Share Purchase Agreement, based on the outside dates specified in those agreements.

What happens if Lifeward defaults under the new secured promissory note?

If an event of default occurs, such as non-payment, covenant breach, insolvency, or a material adverse effect, Oramed may accelerate all obligations, increase the interest rate, terminate its lending commitments, and use any contractual or legal remedies available under the note and applicable law.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →

Accepted by SEC EDGAR 02/19/2026 - 04:30 PM Learn about SEC filing dates

false0001607962L300-00000002 Cabot Rd., Hudson, MAFloor 6Yokneam Ilit+508.251.11544.959.0123Ordinary shares, no par valueNASDAQ00016079622026-02-122026-02-12

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): February 12, 2026

Lifeward Ltd.

(Exact Name of Registrant as Specified in its Charter)

Israel		001-36612		Not Applicable
(State or Other Jurisdiction of Incorporation)		(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

200 Donald Lynch Blvd.

Marlborough, MA 01752

(Former name or former address, 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

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:

☐
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))

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 1.01. Entry Into a Material Definitive Agreement.

As previously disclosed, Lifeward Ltd. (the “Company”) previously entered into a Secured Promissory Note with Oramed Ltd. (the “Initial Secured Promissory Note”) pursuant to which, the Company issued to Oramed Ltd. a secured promissory note in the principal amount of $3.0 million, which remains outstanding.

On February 12, 2026, the Company entered into a Secured Promissory Note (the “Subsequent Secured Promissory Note”) with Oramed Pharmaceuticals, Inc. (“Oramed”) pursuant to which the Company issued to Oramed a secured promissory note in the initial principal amount of $525,000, which amount may be increased by up to an additional $975,000 upon the mutual consent of the parties. The Subsequent Secured Promissory Note is secured by a lien on the Company’s cash. The Subsequent Secured Promissory Note is repayable in cash, accrues interest at a rate of 24% per annum and matures on the earlier of (i) August 12, 2026 and (ii) the failure of the Company to obtain shareholder approval with respect to the transactions contemplated by the (x) Securities Purchase Agreement, dated as of January 12, 2026, by and among the Company, Oramed and the investors thereto and (y) Share Purchase Agreement, dated as of January 12, 2026, by and among the Company and Oratech Pharma, Inc. and Oramed, in each case as of the outside dates set forth therein. The Subsequent Secured Promissory Note contains customary representations, warranties and covenants limiting additional indebtedness, liens, guaranties, mergers and consolidations, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes. The Subsequent Secured Promissory Note provides for events of default customary for loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, bankruptcy and the occurrence of a material adverse effect on the Company. After the occurrence of an event of default, Oramed may (i) accelerate payment of all obligations, impose an increased rate of interest, and terminate its commitments under the Subsequent Secured Promissory Note and (ii) exercise any other right or remedy provided by contract or applicable law. The Company and Oramed agreed that any proceeds from the collateral shall be applied to the Company’s secured obligations, including the Initial Secured Promissory Note and Subsequent Secured Promissory Note, on a ratable basis.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Subsequent Secured Promissory Note, a copy of which will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

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: February 19, 2026	By:	/s/ Almog Adar
	Name:	Almog Adar
	Title:	Chief Financial Officer

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