Oramed (LFWD) reports 49.9% Lifeward stake, $9M notes and warrants

Rhea-AI Filing Summary

Oramed Pharmaceuticals Inc. has filed a Schedule 13D reporting beneficial ownership of 1,528,221 Lifeward Ltd. ordinary shares, representing 49.9% of the class. This stake arises from Lifeward’s acquisition of Oramed’s subsidiary Oratech and a related financing.

At closing of the share purchase, Lifeward issued 1,250,363 ordinary shares, Pre-Funded Warrants for up to 1,006,113 shares at an exercise price of $0.0001 per share, and Share Purchase Warrants for up to 1,296,296 shares at an initial exercise price of $5.40 per share. Oramed also purchased senior secured convertible notes with $9,000,000 principal amount, initially convertible at $5.40 per share, and Purchase Agreement Warrants for up to 1,666,666 shares at $5.40 per share.

The Pre-Funded Warrants and Share Purchase Warrants are subject to a 49.99% beneficial ownership limitation, and the notes and Purchase Agreement Warrants have a 45.0% beneficial ownership limitation. Oramed also receives 4% Revenue Sharing Payments on specified ReWalk Personal Exoskeleton net revenue, subject to caps and a term of up to 10 years or until Lifeward reaches a $200 million market capitalization.

Key Figures

Beneficial ownership: 1,528,221 shares (49.9%) Shares outstanding: 2,778,585 shares Pre-Funded Warrants: 1,006,113 shares at $0.0001/share +5 more

8 metrics

Beneficial ownership 1,528,221 shares (49.9%) Lifeward ordinary shares beneficially owned by Oramed

Shares outstanding 2,778,585 shares Lifeward ordinary shares outstanding as of April 24, 2026

Pre-Funded Warrants 1,006,113 shares at $0.0001/share Pre-Funded Warrants issued to Oramed at share purchase closing

Share Purchase Warrants 1,296,296 shares at $5.40/share Initial exercise price, subject to adjustments

Convertible notes $9,000,000 principal at $5.40/share Senior secured convertible notes issued March 25, 2026

Purchase Agreement Warrants 1,666,666 shares at $5.40/share Issued with notes, currently limited by 45.0% cap

Revenue Sharing Payments 4% of Net Revenue Applies to ReWalk Personal Exoskeleton products and warranties

Ownership limitations 49.99% and 45.0% Caps on warrant exercises and note conversions

Key Terms

Pre-Funded Warrants, Share Purchase Warrants, senior secured convertible notes, Revenue Sharing Payments, +2 more

6 terms

Pre-Funded Warrants financial

"Pre-Funded Warrants to purchase up to 1,006,113 Ordinary Shares at an exercise price equal to $0.0001 per share"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Share Purchase Warrants financial

"Share Purchase Warrants to purchase up to 1,296,296 Ordinary Shares at an initial exercise price equal to $5.40 per share"

A share purchase warrant is a tradable certificate that gives its holder the right to buy a company's stock at a set price within a specified time window. Think of it like a coupon that lets you purchase shares later at a fixed rate; for investors it offers leveraged upside if the stock rises, but can also dilute existing owners when exercised and affects the company’s future share count and value.

senior secured convertible notes financial

"senior secured convertible notes in an aggregate principal amount of $9,000,000 (the "Notes"), convertible into Ordinary Shares"

A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.

Revenue Sharing Payments financial

"certain ongoing revenue-based payments (the "Revenue Sharing Payments") equal to 4% of the Net Revenue"

Net Revenue financial

"4% of the Net Revenue (as defined in the Share Purchase Agreement) of the Issuer's ReWalk Personal Exoskeleton products"

Net revenue is the total amount of money a company earns from selling its products or services after subtracting any returns, discounts, or refunds. It shows how much actual income the company keeps from its sales. This figure is important because it reveals the true earnings from business activities, helping people understand how well the company is doing.

beneficial ownership limitation regulatory

"may not be exercised if, after such exercise, the Reporting Person would beneficially own more than 45.0% of the outstanding Ordinary Shares"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Lifeward Ltd.

(Name of Issuer)

Ordinary Shares, no par value

(Title of Class of Securities)

M8216Q309

(CUSIP Number)

Avraham Gabay
1185 Avenue of the Americas, Third Floor
New York, NY, 10036
972 25788763

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/25/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): M8216Q309

1

Name of reporting person

Oramed Pharmaceuticals Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

SC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,528,221.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,528,221.00

11

Aggregate amount beneficially owned by each reporting person

1,528,221.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

49.9 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

(1) This figure includes 277,858 ordinary shares, no par value ("Ordinary Shares"), of Lifeward Ltd. (the "Issuer") which may be acquired by the Reporting Person within 60 days upon the exercise of the Pre-Funded Warrants or Share Purchase Warrants (each as defined in Item 4) held by the Reporting Person. Pursuant to the terms of the Share Purchase Warrants and the Pre-Funded Warrants the Issuer may not effect any exercise of either the Share Purchase Warrants or the Pre-Funded Warrants, and a holder may not exercise either the Share Purchase Warrants or the Pre-Funded Warrants, to the extent that after giving effect to such issuance after exercise, the Reporting Person would beneficially own more than 49.99% of the outstanding Ordinary Shares (the "49.99% Beneficial Ownership Limitation"). (2) The percentage reported is based upon (i) 277,858 Ordinary Shares that may be acquired by the Reporting Person within 60 days upon the exercise of the Pre-Funded Warrants or the Share Purchase Warrants up to the 49.99% Beneficial Ownership Limitation, and (ii) 2,778,585 Ordinary Shares outstanding as of April 24, 2026, according to the Registration Statement on Form S-3 filed by the Issuer with the U.S. Securities and Exchange Commission (the "SEC") on April 27, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Ordinary Shares, no par value
(b)	Name of Issuer: Lifeward Ltd.
(c)	Address of Issuer's Principal Executive Offices: 2 Cabot Rd., Hudson, MASSACHUSETTS , 01749.
Item 2.	Identity and Background
(a)	This Schedule 13D (this "Schedule 13D" or this "Statement") is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Act"), by and on behalf of Oramed Pharmaceuticals Inc., a Delaware corporation (the "Reporting Person"). The Reporting Person declares that neither the filing of this Statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any of the securities covered by this Statement.
(b)	The business address of the Reporting Person is 1185 Avenue of the Americas, 3rd Floor, New York, NY, 10036.
(c)	The Reporting Person is engaged in the research and development of innovative pharmaceutical solutions with a technology platform that allows for the oral delivery of therapeutic proteins.
(d)	During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has not been and is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is organized under the laws of the State of Delaware.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 4 below, which is incorporated herein by reference, summarizes certain agreements that pertain to the Reporting Person's acquisition of the Ordinary Shares.
Item 4.	Purpose of Transaction
	Share Purchase Agreement On January 12, 2026, the Reporting Person entered into that certain Share Purchase Agreement (as amended, the "Share Purchase Agreement"), by and among the Reporting Person, the Issuer and Oratech Pharma, Inc. ("Oratech"), which was wholly-owned by the Reporting Person. Pursuant to the Share Purchase Agreement, the Issuer agreed to acquire all of the outstanding equity interests in Oratech from the Reporting Person in consideration for (A) the Issuer issuing to the Reporting Person a number of Ordinary Shares and pre-funded warrants (the "Pre-Funded Warrants") to purchase a number of Ordinary Shares equal to 49.99% of the Issuer's fully diluted equity capitalization, (B) the Issuer issuing to the Reporting Person warrants (the "Share Purchase Warrants") to purchase Ordinary Shares, and (C) certain ongoing revenue-based payments (the "Revenue Sharing Payments") equal to 4% of the Net Revenue (as defined in the Share Purchase Agreement) of the Issuer's ReWalk Personal Exoskeleton products and related extended warranties, until the earliest to occur of (i) the date that is 10 years after the closing of the Share Purchase Transaction (as defined below), (ii) the date on which the Reporting Person has received the Maximum Amount (as defined in the Share Purchase Agreement) of the Revenue Sharing Payments, or (iii) the first date on which the Issuer market capitalization equals or exceeds $200 million (collectively, the "Share Purchase Transaction"). On March 25, 2026, the Issuer completed its acquisition of Oratech in accordance with the terms of the Share Purchase Agreement. At the closing of the Share Purchase Transaction, the Issuer issued to the Reporting Person an aggregate of (i) 1,250,363 Ordinary Shares, (ii) Pre-Funded Warrants to purchase up to 1,006,113 Ordinary Shares at an exercise price equal to $0.0001 per share, and (iii) Share Purchase Warrants to purchase up to 1,296,296 Ordinary Shares at an initial exercise price equal to $5.40 per share (subject to certain adjustments as set forth in the Share Purchase Warrants). The Pre-Funded Warrants and the Share Purchase Warrants are subject to the 49.99% Beneficial Ownership Limitation. Note Securities Purchase Agreement Also on January 12, 2026, the Reporting Person entered into a Securities Purchase Agreement (the "Notes Purchase Agreement") with the Issuer and the other investors signatory thereto, pursuant to which, the Reporting Person agreed to purchase from the Issuer in a private placement (the "Notes Private Placement"), (i) senior secured convertible notes in an aggregate principal amount of $9,000,000 (the "Notes"), convertible into Ordinary Shares (the "Note Shares"), and (ii) accompanying warrants (the "Purchase Agreement Warrants") to purchase Ordinary Shares. The closing (the "Notes Closing") of the Notes Private Placement took place on March 25, 2026. At the Notes Closing, the Issuer issued to the Reporting Person (i) $9,000,000.00 aggregate principal amount of the Notes with an initial conversion price equal to $5.40 per share (subject to certain adjustments as set forth in the Notes), and (ii) Purchase Agreement Warrants to purchase up to 1,666,666 Ordinary Shares at an initial exercise price equal to $5.40 per share (subject to certain adjustments as set forth in the Purchase Agreement Warrants). The Purchase Agreement Warrants are not currently exercisable due to a contractual beneficial ownership limitation, which provides that the Purchase Agreement Warrants may not be exercised if, after such exercise, the Reporting Person would beneficially own more than 45.0% of the outstanding Ordinary Shares. Similarly, the Note Shares are not currently convertible due to a contractual beneficial ownership limitation, which provides that the Note Shares may not be converted if, after such exercise, the Reporting Person would beneficially own more than 45.0% of the outstanding Ordinary Shares. The foregoing descriptions of the Share Purchase Agreement, Notes Purchase Agreement, Pre-Funded Warrants, Share Purchase Warrants, Notes and Purchase Agreement Warrants are not complete and are qualified in their entirety by reference to the full text of such documents, the forms and copies, as applicable, of which are incorporated herein by reference to Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, and 99.6 to this Schedule 13D, respectively. General The Reporting Person intends to review its investment in the Issuer on a continuing basis taking into consideration various factors, including the Issuer's business, financial condition, results of operations and prospects, general economic and industry conditions, the securities markets in general and those for the Ordinary Shares of the Issuer, in particular, as well as other developments and other investment opportunities. Based upon such review, the Reporting Person will take such actions in the future as the Reporting Person may deem appropriate in light of the circumstances existing from time to time, which may include further acquisitions of the Ordinary Shares of the Issuer or disposal of some or all of the Ordinary Shares of the Issuer owned by the Reporting Person or otherwise acquired by the Reporting Person, either in the open market or in privately negotiated transactions. Any open market or privately negotiated purchases or sales, acquisition recommendations or proposals or other transactions concerning the Issuer may be made at any time without prior notice. Any alternative may depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities, the financial condition, results of operations and prospects of the Issuer and general industry conditions, the availability, form and terms of financing, other investment and business opportunities, general stock market and economic conditions, tax considerations and other factors. Although the foregoing reflects plans and proposals presently contemplated by each Reporting Person with respect to the Issuer, the foregoing is subject to change at any time and dependent upon contingencies and assumed and speculative conditions, and there can be no assurance that any of the actions set forth above will be taken. The Reporting Person has in the past, and may in the future, engage in discussions with the Issuer's management, board of directors, and/or other shareholders covering a broad range of subjects, including relative to performance, strategic direction, capital allocation, shareholder value, board composition and governance of the Issuer. Depending upon each factor discussed above and any other factor (which may be unknown at this time) that is, or may become relevant, the Reporting Person may consider, among other things: (a) the acquisition by the Reporting Person of additional securities of the Issuer, the disposition of securities of the Issuer, or the exercise of convertible securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) changes in the present board of directors or management of the Issuer; (e) a material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's articles of incorporation, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing any class of the Issuer's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to those enumerated above. Except to the extent that the foregoing may be deemed to be a plan or proposal, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions specified in clause (a) through (j) of Item 4 of Schedule 13D. Depending upon the foregoing factors and to the extent deemed advisable in light of their general investment policies, or other factors, the Reporting Person may, at any time and from time to time, formulate other purposes, plans or proposals regarding the Issuer or the Ordinary Shares, or any other actions that could involve one or more of the types of transactions or have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The foregoing is subject to change at any time, and there can be no assurance that any of the Reporting Persons will take any of the actions set forth above.
Item 5.	Interest in Securities of the Issuer
(a)	The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by each Reporting Person is stated in Items 11 and 13 on the cover pages hereto.
(b)	Number of shares as to which each Reporting Person has (i) sole power to vote or direct the vote: See Item 7 on the cover page(s) hereto. (ii) shared power to vote or direct the vote See Item 8 on the cover page(s) hereto. (iii) sole power to dispose or to direct the disposition of: See Item 9 on the cover page(s) hereto. (iv) shared power to dispose or to direct the disposition of: See Item 10 on the cover page(s) hereto.
(c)	Other than as reported herein, the Reporting Person has not effected any transaction in the Ordinary Shares of the Issuer during the past sixty days.
(d)	No other person is known to the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares of the Issuer covered by this Schedule 13D.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information set forth in Item 4 of this Schedule 13D is hereby incorporated herein by reference. Except as described in this Item 6 and otherwise described in this Schedule 13D, the Reporting Person currently has no contract, arrangement, understanding or relationship with any person with respect to the Ordinary Shares of the Issuer or any other securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	99.1. Share Purchase Agreement between the Issuer, the Reporting Person, and Oratech, dated January 12, 2026 (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form S-3 filed by the Issuer with the SEC on April 27, 2026). 99.2. Notes Purchase Agreement between the Issuer, the investors thereto, and the Reporting Person, as agent, dated January 12, 2026 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 13, 2026). 99.3. Form of Pre-Funded Warrant issued to the Reporting Person by the Issuer (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 13, 2026). 99.4. Form of Share Purchase Warrant issued to the Reporting Person by the Issuer (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 13, 2026). 99.5. Form of Notes issued to the Reporting Person by the Issuer (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 13, 2026). 99.6. Form of Purchase Agreement Warrant issued to the Reporting Person by the Issuer (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on January 13, 2026).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Oramed Pharmaceuticals Inc.

Signature:	/s/ Avraham Gabay
Name/Title:	Avraham Gabay, Chief Financial Officer
Date:	05/14/2026

FAQ

What stake in Lifeward Ltd. does Oramed report on this Schedule 13D?

Oramed reports beneficial ownership of 1,528,221 Lifeward ordinary shares, representing 49.9% of the class. This figure includes 277,858 shares issuable within 60 days from Pre-Funded and Share Purchase Warrants, based on 2,778,585 shares outstanding as of April 24, 2026.

How did Oramed acquire its Lifeward (LFWD) ownership position?

Oramed’s position stems from Lifeward’s acquisition of Oramed’s wholly owned subsidiary Oratech under a Share Purchase Agreement. Lifeward issued ordinary shares, Pre-Funded Warrants, Share Purchase Warrants, and agreed to revenue-based payments as consideration for all outstanding Oratech equity interests.

What warrant and conversion terms apply to Oramed’s Lifeward securities?

Oramed holds Pre-Funded Warrants for up to 1,006,113 shares at $0.0001 per share and Share Purchase Warrants for up to 1,296,296 shares at $5.40 per share. Both are subject to a 49.99% beneficial ownership limitation, restricting exercises that would exceed this level.

What are the key features of the $9,000,000 senior secured convertible notes?

The notes have an aggregate principal amount of $9,000,000 and an initial conversion price of $5.40 per Lifeward share. Conversion is limited by a 45.0% beneficial ownership cap, preventing conversions that would push Oramed’s beneficial ownership above that threshold.

What additional warrants did Oramed receive in the Notes Private Placement?

Alongside the notes, Oramed received Purchase Agreement Warrants to buy up to 1,666,666 Lifeward ordinary shares at an initial exercise price of $5.40 per share. These warrants are not currently exercisable because a 45.0% beneficial ownership limitation applies to their exercise.

How do the Revenue Sharing Payments between Oramed and Lifeward work?

Oramed is entitled to Revenue Sharing Payments equal to 4% of Net Revenue from Lifeward’s ReWalk Personal Exoskeleton products and related extended warranties. Payments continue until the earliest of 10 years post-closing, receipt of a contractually defined Maximum Amount, or Lifeward reaching $200 million market capitalization.

What future actions regarding Lifeward securities does Oramed contemplate?

Oramed states it will continually review its investment and may acquire additional Lifeward securities, dispose of holdings, or exercise convertible instruments. Potential actions include broader strategic transactions or governance changes, though Oramed notes these possibilities are contingent and subject to change.