LFWD Given 180 Days to Cure Nasdaq Minimum Bid Price Deficiency

Rhea-AI Filing Summary

Lifeward Ltd. received a notification from The Nasdaq Stock Market that its closing bid price has been below the required minimum of $1.00 per share for the last 30 consecutive business days. The notice is a deficiency, not a delisting, and does not currently affect the listing or trading of the companys ordinary shares.

The company has 180 days to regain compliance, until February 2, 2026, by maintaining a closing bid price of at least $1.00 for 10 consecutive business days. Lifeward may be eligible for a second 180-day cure period if, as of that date, it has a market value of publicly held shares of at least $1 million, meets other initial listing standards except the bid price requirement, and provides written notice of its intent to cure.

Management states it will monitor the closing bid price and consider plans to regain compliance but expressly warns there is no assurance it will be able to do so within the cure period or any extension. The report includes customary forward-looking statements and refers readers to the companys SEC filings for additional risk factors.

Positive

• Notice is a deficiency, not a delisting: trading of ordinary shares remains unaffected currently
• Defined cure period of 180 days: the company has until February 2, 2026 to regain compliance
• Potential second cure period: eligible if market value of publicly held shares is at least $1 million and other listing standards are met

Negative

• Closing bid price below required minimum: below $1.00 for 30 consecutive business days
• Risk of delisting: failure to meet the bid-price requirement for 10 consecutive business days within the cure period could lead to delisting proceedings
• No assurance of regaining compliance: management states it may not be able to cure the deficiency during the cure periods

Insights

Securities Analyst

TL;DR: Nasdaq issued a bid-price deficiency; Lifeward has 180 days to cure or risk delisting, creating near-term liquidity and listing risk.

Nasdaqs notice signals a material listing compliance issue because the companys closing bid price has been below $1.00 for 30 consecutive business days. Although the notice does not immediately affect trading, the firm faces a defined cure timeline ending February 2, 2026. Failure to achieve a closing bid of at least $1.00 for 10 consecutive business days could trigger delisting proceedings, after which Lifeward could appeal to a Nasdaq Hearings Panel. The filing emphasizes uncertainty and explicitly disclaims assurance of regaining compliance, which is a negative near-term catalyst for shareholders.

Corporate Governance Expert

TL;DR: The notice creates governance and disclosure obligations; management must act promptly and transparently to mitigate investor uncertainty.

The report is a formal regulatory notice requiring active monitoring and potential remedial actions by management. The company retains listing and trading while pursuing remedies and may qualify for a second 180-day cure period if it meets specified market-value and listing-standard conditions. The filing appropriately discloses forward-looking risks and the inability to guarantee a cure, which informs shareholders about the procedural path and remaining regulatory options.

false000160796200-0000000Floor 6Yokneam IlitIL+508.251.11544.959.0123Ordinary Shares, par value NIS 0.25NASDAQ00016079622025-08-052025-08-05

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): August 5, 2025

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.)

200 Donald Lynch Blvd. Marlborough, MA		01752
(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:

☐
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, par value NIS 1.75		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.

On August 5, 2025, Lifeward Ltd. (the “Company”) received a notification letter (the “Bid Price Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s ordinary shares has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). The Bid Price Letter is a notice of deficiency, not delisting, and does not currently affect the listing or trading of the Company’s ordinary shares on The Nasdaq Capital Market.

The Company has 180 days, or until February 2, 2026, to comply with Rule 5550(a)(2) by maintaining a closing bid price of at least $1.00 per share for 10 consecutive business days. Additionally, the Company may be eligible for a second 180-day period to satisfy Rule 5550(a)(2), if, as of February 2, 2026, the Company continues to have a market value of publicly held shares of at least $1 million, meets all other initial listing standards of The Nasdaq Capital Market (with the exception of the bid price requirement) and provides written notice of its intention to cure the deficiency during such second compliance period. The Company intends to monitor closely the closing bid price of its ordinary shares and to consider plans for regaining compliance with Rule 5550(a)(2). While the Company plans to review all available options, there can be no assurance that it will be able to regain compliance with the applicable rules during the 180-day compliance period, any subsequent extension period, or at all.

If the Company does not regain compliance with Rule 5550(a)(2) during the applicable cure period, Nasdaq will notify the Company that its ordinary shares are subject to delisting. The Company would then be permitted to appeal any delisting determination to a Nasdaq Hearings Panel. The Company’s ordinary shares would remain listed on The Nasdaq Capital Market pending the panel’s decision after the hearing.

Forward-Looking Statements

In addition to historical information, this report contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Such forward-looking statements may include projections regarding the Company’s future performance and other statements that are not statements of historical fact and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “should,” “would,” “seek” and similar terms or phrases. For example, statements regarding the Company’s intent or ability to regain compliance with Nasdaq’s minimum bid price requirement are forward-looking, and there can be no assurance that the Company will meet the minimum bid price requirement during the initial 180-day compliance period, any subsequent extension period, or at all, otherwise meet Nasdaq compliance standards in the future, or that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in this report are based on management’s current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of the Company’s control. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements are more fully discussed in the Company’s periodic filings with the Securities and Exchange Commission (“SEC”), including the risk factors described under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the SEC and other documents subsequently filed with or furnished to the SEC. Any forward-looking statement made in this report speaks only as of the date hereof. Factors or events that could cause the Company’s actual results to differ from the statements contained herein may emerge from time to time, and it is not possible for the Company to predict all of them. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

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/ William Mark Grant
	Name:   Title:	William Mark Grant President and Chief Executive Officer

Dated: August 8, 2025

FAQ

What did Lifeward (LFWD) report to the SEC?

Nasdaq notified Lifeward that its closing bid price has been below $1.00 for 30 consecutive business days; this is a notice of deficiency, not a delisting.

What is the deadline for Lifeward to regain compliance?

The company has 180 days to regain compliance, until February 2, 2026, by meeting the bid-price requirement.

How can Lifeward regain Nasdaq compliance?

By maintaining a closing bid price of at least $1.00 for 10 consecutive business days; a second 180-day period may be available if the company has a market value of publicly held shares of at least $1 million and meets other initial listing standards.

Will Lifewards shares be delisted immediately?

No. The Bid Price Letter is a notice of deficiency and does not currently affect listing or trading; delisting would follow if the company fails to regain compliance and after any appeals process.

What has management said about regaining compliance?

Management intends to monitor the closing bid price and consider plans to regain compliance but explicitly states there is no assurance it will be able to do so within the cure periods.