Audit committee shortfall puts Lifeward (NASDAQ: LFWD) on Nasdaq non-compliance notice

Rhea-AI Filing Summary

Lifeward Ltd. reported that Nasdaq has notified the company it is no longer in compliance with the Nasdaq audit committee rule requiring at least three members. The non-compliance arose after director Hadar Levy resigned, leaving only two audit committee members.

The company is evaluating options to restore compliance within Nasdaq’s cure period, which runs until the earlier of its next annual shareholder meeting or February 24, 2027, subject to an August 24, 2026 deadline if the next annual meeting is held before that date. Lifeward’s ordinary shares will continue trading on the Nasdaq Capital Market under the symbol LFWD, and the notice has no immediate effect on the listing.

Insights

Corporate governance and listing standards analyst

Nasdaq flags an audit committee shortfall, but trading continues as Lifeward works within a defined cure window.

Nasdaq notified Lifeward Ltd. that its audit committee now has only two members after Hadar Levy’s resignation, below the three-member minimum required by Nasdaq Listing Rule 5605(c)(2)(A). This is a governance deficiency rather than an immediate financial event.

The company has until the earlier of its next annual shareholder meeting or February 24, 2027 to regain compliance, with an accelerated deadline of August 24, 2026 if the next annual meeting occurs before that date. The shares remain listed on the Nasdaq Capital Market, so actual impact depends on how promptly a qualified replacement is appointed.

false0001607962L300-00000002 Cabot Rd., Hudson, MAFloor 6Yokneam Ilit+508.251.11544.959.0123Ordinary Shares, par value NIS 0.25NASDAQ00016079622026-03-172026-03-17

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

FAQ

What Nasdaq issue did Lifeward Ltd. (LFWD) disclose in this 8-K?

Lifeward Ltd. disclosed that Nasdaq notified the company it no longer complies with the audit committee requirement for at least three members after director Hadar Levy resigned, leaving only two audit committee members in place under Nasdaq Listing Rule 5605(c)(2)(A).

Why is Lifeward Ltd. (LFWD) out of compliance with Nasdaq audit committee rules?

Lifeward became non-compliant when board member Hadar Levy resigned, reducing the audit committee from three members to two. Nasdaq Listing Rule 5605(c)(2)(A) requires listed companies to maintain an audit committee of at least three members to satisfy corporate governance standards.

How long does Lifeward Ltd. (LFWD) have to regain Nasdaq audit committee compliance?

Lifeward has until the earlier of its next annual shareholder meeting or February 24, 2027 to regain compliance. If the next annual meeting occurs before August 24, 2026, the company must demonstrate compliance no later than August 24, 2026 under Nasdaq’s cure provisions.

Does the Nasdaq notice affect trading of Lifeward Ltd. (LFWD) shares now?

The Nasdaq notice does not immediately affect trading of Lifeward’s ordinary shares. The company stated that its ordinary shares will continue to trade on The Nasdaq Capital Market under the symbol LFWD while it works to address the audit committee deficiency within the cure period.

What steps is Lifeward Ltd. (LFWD) taking to address the Nasdaq deficiency?

Lifeward said it is reviewing and evaluating potential options to regain compliance with Nasdaq’s audit committee requirements. The company intends to resolve the shortfall in a manner consistent with the cure period outlined in Nasdaq Listing Rule 5605(c)(4) governing audit committee composition.

Filing Exhibits & Attachments

3 documents

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