Lifeward (NASDAQ: LFWD) to pay $500k for Skelable IP assets

Rhea-AI Filing Summary

Lifeward Ltd. entered into an Intellectual Property Assignment and Technology Transfer Agreement with Skelable Ltd. on February 19, 2026. Lifeward will acquire specified intellectual property and related technology assets and bring certain key Skelable employees on board under new employment agreements.

As consideration, Lifeward will pay up to $500,000 in three milestone-based installments, with $480,000 payable in ordinary shares and $20,000 in cash. The shares will be priced at the higher of the prior trading day’s closing price or the daily volume-weighted average price. These shares will be issued as an unregistered offering relying on the Section 4(a)(2) exemption under the Securities Act of 1933. The initial closing of the transaction is expected to occur in the near future, subject to customary conditions.

Insights

Equity & M&A Analyst

Lifeward is acquiring Skelable IP using mostly stock in a small milestone-based deal.

Lifeward Ltd. agreed to acquire specified intellectual property and technology assets from Skelable Ltd. for up to $500,000, largely through equity. This structure limits immediate cash outlay while giving the seller upside exposure linked to Lifeward’s share price.

The consideration includes $480,000 in ordinary shares and $20,000 in cash, payable in three installments tied to milestones. The share price will be set using the higher of the prior trading day’s closing price or the daily volume-weighted average price, anchoring issuance to recent market levels.

The equity will be issued as an unregistered offering under Section 4(a)(2) of the Securities Act, which confines the transaction to a private placement framework. The agreement contains standard representations, warranties, and customary closing conditions, with the initial closing expected in the near future.

8-K Event Classification

2 items: 3.02, 8.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

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false0001607962L300-00000002 Cabot Rd., Hudson, MAFloor 6Yokneam Ilit+508.251.11544.959.0123Ordinary shares, no par valueNASDAQ00016079622026-02-192026-02-19

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 19, 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

(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:

☐
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 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 8.01. Other Events.

On February 19, 2026, Lifeward Ltd. (the “Company”) entered into an Intellectual Property Assignment and Technology Transfer Agreement (the “Agreement”) with Skelable Ltd., an Israeli limited liability company (“Skelable”). Pursuant to the Agreement, the Company will acquire certain assets, including certain intellectual property and related technology assets (together, the “Assets”), from Skelable, and certain key employees of Skelable will enter into new employment agreements with the Company. As consideration for the Assets, the Company will pay the sum of up to $500,000 in three installments, subject to the achievement of certain milestones, of which $480,000 will be payable by way of issuance of ordinary shares, no par value, of the Company, and $20,000 will be payable in cash. The ordinary shares will be issued based on a price that is the higher of (i) the closing price of the ordinary shares on the Nasdaq Capital Market on trading date preceding the closing date, and (ii) the daily volume weighted average price of the ordinary shares for such date (or the nearest preceding date) on the trading market on which the ordinary shares are then traded. The ordinary shares will be issued in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.  The Agreement includes standard representations and warranties of each of the Company and Skelable as well as customary closing conditions.

The initial closing of the transaction contemplated by the Agreement is expected to occur in the near future.

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.
	By:	/s/ Mark Grant
	Name:	Mark Grant
	Title:	Chief Executive Officer

Dated: February 25, 2026

FAQ

What agreement did Lifeward (LFWD) sign with Skelable Ltd.?

Lifeward signed an Intellectual Property Assignment and Technology Transfer Agreement with Skelable. Under this deal, Lifeward will acquire specified intellectual property and related technology assets and hire certain key Skelable employees under new employment agreements, expanding its technology base and in-house expertise.

How much is Lifeward (LFWD) paying Skelable for the acquired assets?

Lifeward will pay up to $500,000 in total consideration. The amount is split into three milestone-based installments, with $480,000 payable in Lifeward ordinary shares and $20,000 payable in cash, aligning payment with agreed performance milestones.

How will the share price be determined for Lifeward’s payment to Skelable?

The ordinary shares issued to Skelable will be priced using the higher of two measures: the closing price on the Nasdaq Capital Market for the trading day before closing, or that day’s daily volume-weighted average price. This ties valuation to recent market trading levels.

Is Lifeward’s share issuance to Skelable registered with the SEC?

The ordinary shares Lifeward issues to Skelable will not be registered with the SEC. Instead, the company is relying on the private offering exemption provided by Section 4(a)(2) of the Securities Act of 1933 for this equity consideration.

How much of the Skelable transaction consideration is in cash versus shares?

Out of the up to $500,000 total consideration, $480,000 will be paid in Lifeward ordinary shares and $20,000 will be paid in cash. This means the deal is structured predominantly as a stock-based transaction with only a small cash component.

When is the initial closing of the Lifeward–Skelable transaction expected?

The initial closing of the transaction between Lifeward and Skelable is expected to occur in the near future. It remains subject to customary closing conditions and the standard representations and warranties included in the agreement between the two companies.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 21.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.7 KB