[NT 10-Q] Lifeward Ltd. SEC Filing

Lifeward Ltd. notified the SEC it cannot file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 on time and expects to file within five calendar days.

Rhea-AI Filing Summary

Lifeward Ltd. notified the SEC it cannot file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 on time and expects to file within five calendar days. The delay is to complete accounting and valuation work related to a Strategic Transaction completed on March 25, 2026. The company provided preliminary results: a $1.1 million (approximately 22%) decline in revenue and an expected increase in net loss of $6.0 million (approximately 123%) versus the three months ended March 31, 2025. The revenue decline is tied to an ~$1.3 million drop in AlterG revenue from lower unit shipments; the larger loss primarily reflects a $4.9 million one-time research and development charge related to acquired in-process R&D and $0.6 million of financing and derivative remeasurement expenses. These figures are preliminary and subject to change when the Form 10-Q is finalized.

Insights

Accounting Specialist

Delay stems from complex post‑deal accounting and valuation work.

The company cites the need to complete valuation analyses and determine the appropriate accounting treatment for the March 25, 2026 strategic transaction before filing the Form 10‑Q. This typically includes purchase price allocation and identification of acquired intangible assets such as in‑process research and development.

These tasks can materially affect reported revenue, R&D expense recognition, and any fair value remeasurements; the excerpt quantifies a preliminary 22% revenue decline and a $4.9M one‑time R&D charge. Subsequent disclosures in the Form 10‑Q will show the finalized allocations and any adjustments to the preliminary figures.

Corporate Finance Analyst

Preliminary results show meaningful near‑term profitability pressure.

The company reports an anticipated $1.1M revenue decrease (~22%) and an expected net loss increase of $6.0M (~123%) versus prior year quarter, driven by lower AlterG shipments and a $4.9M acquired R&D charge.

Investors should note these are preliminary numbers; the finalized Form 10‑Q will confirm whether the one‑time charges or working capital timing materially change operating trends.

Key Figures

Revenue change: $1.1M decrease (22%) Net loss change: $6.0M increase (123%) AlterG revenue decrease: $1.3M decrease +4 more

7 metrics

Revenue change $1.1M decrease (22%) Quarter ended March 31, 2026 vs. March 31, 2025

Net loss change $6.0M increase (123%) Quarter ended March 31, 2026 vs. March 31, 2025

AlterG revenue decrease $1.3M decrease Reduction due to lower unit shipments

One‑time R&D expense $4.9M Acquired in‑process R&D related to Strategic Transaction

Financing/derivative expenses $0.6M Oramed loan and fair value remeasurement

Strategic transaction date March 25, 2026 Date of transaction triggering additional accounting

Filing extension expected File within five calendar days Extension under Rule 12b‑25 for the Form 10‑Q

Key Terms

Form 12b-25, in-process research and development, fair value remeasurement of derivatives

3 terms

Form 12b-25 regulatory

"Form 12b-25 notification of late filing for Form 10-Q"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

in-process research and development financial

"one-time research and development expense related to acquired in-process research and development assets"

Unfinished research and development work—such as drug candidates, prototypes, or process designs—that a company is actively developing but has not yet completed or commercialized. Investors care because it represents potential future products or technologies (like a half-built prototype) whose value is uncertain; it affects how acquisitions are priced, how future profits and costs are forecast, and can be written down if the project fails.

fair value remeasurement of derivatives financial

"recorded approximately $0.6 million of financing expenses related to the Oramed loan and the fair value remeasurement of derivatives"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Lifeward (LFWD) file a Form 12b-25 for the Q1 2026 10-Q?

Because additional time is needed to finalize accounting and valuation work related to the March 25, 2026 strategic transaction. The company expects to file the Form 10‑Q within five calendar days after the prescribed due date, per the notification.

How large is the revenue change Lifeward disclosed for Q1 2026?

The company provided a preliminary estimate of a $1.1 million revenue decrease, equal to approximately 22% versus the three months ended March 31, 2025. This decline is mainly attributed to lower AlterG unit shipments.

What drove the increase in Lifeward's net loss for Q1 2026?

The filing cites a one‑time acquired in‑process R&D expense of about $4.9 million plus roughly $0.6 million of financing and derivative remeasurement costs, contributing to an expected $6.0 million increase in net loss.

When will LFWD file the completed Form 10‑Q for March 31, 2026?

The company states it expects to file the Form 10‑Q within five calendar days following the prescribed due date. The exact filing date is not provided in the excerpt.

Are the financial figures in the 12b‑25 final and audited?

No. The numbers are preliminary and subject to change during completion of the reporting process and preparation of the Form 10‑Q; the company warns actual results could vary from these estimates.

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

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Accepted by SEC EDGAR 05/15/2026 - 09:00 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: March 31, 2026
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the transition period ended: ______________________

Nothing in this Form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Lifeward Ltd.

Full Name of Registrant

Not Applicable 

Former Name if Applicable

2 Cabot Rd.

Address of Principal Executive Office (Street and Number) 

Hudson, Massachusetts 01749

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒		(a)	The reason described in reasonable detail in Part III of this Form could not be eliminated without unreasonable effort or expense;
		(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Lifeward Ltd. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Form 10-Q”) within the prescribed time period without unreasonable effort and expense because additional time is required to finalize the accounting and financial reporting related to the strategic transaction completed on March 25, 2026 (the “Strategic Transaction”), including the related valuation analyses and accounting treatment. Due to the complexity of the transaction and the related accounting considerations, the Company requires additional time to complete its review processes and ensure that the financial statements are accurately presented in accordance with applicable accounting standards. The Company expects to file the Form 10-Q within five calendar days following the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

William Mark Grant		(508)		251-1154
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). ☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? ☒ Yes ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company anticipates that the Form 10-Q for the quarter ended March 31, 2026 will reflect a decrease in revenue of approximately $1.1 million, or 22%, and an increase in net loss of $6.0 million, or 123%, when compared to the three months ended March 31, 2025. The decrease in revenue over the previous accounting period was primarily due to a decrease in AlterG revenue of approximately $1.3 million, mainly driven by lower unit shipments in the U.S. and internationally resulting from timing issues associated with working capital constraints impacting sourcing and supply chain activities, partially offset by an increase in ReWalk revenue. The increase in net loss over the previous accounting period was primarily attributable to a one-time research and development expense of approximately $4.9 million related to acquired in-process research and development assets associated with the Strategic Transaction. In addition, during the quarter, the Company recorded approximately $0.6 million of financing expenses related to the Oramed loan and the fair value remeasurement of derivatives.

These financial results are preliminary and are subject to change in connection with the completion of the reporting process and preparation of the Form 10-Q. Actual financial results for the quarter ended March 31, 2026 could vary from the foregoing.

Lifeward Ltd.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026	By:	/s/ William Mark Grant
		Name:	William Mark Grant
		Title:	President and Chief Executive Officer