Lifeward (LFWD) Prices 1.82M Share Offering at $2.75/sh

Lifeward Ltd. (Nasdaq: LFWD) announced today that it has entered into a definitive agreement for the issuance and sale of an aggregate of 1,818,183 of the Company’s ordinary shares at a purchase price of $2.75 per share in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market. In addition, in a concurrent private placement, the Company will issue unregistered short-term warrants to purchase up to 1,818,183 of the Company’s ordinary shares. The warrants will have a term of three years, will be exercisable immediately following the issuance date and have an exercise price of $2.75 per share. The closing of the offering is expected to occur on or about January 8, 2025, subject to the satisfaction of customary closing conditions.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The gross proceeds to the Company from the offering are expected to be approximately $5.0 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering for continuing commercial efforts, working capital, and general corporate purposes.

The Company’s ordinary shares (but not the warrants issued in the private placement or the ordinary shares underlying such warrants) are being offered and sold by the Company pursuant to a “shelf” registration statement on Form S-3 (Registration No. 333-263984), including a base prospectus, previously filed with the Securities and Exchange Commission (“SEC”) on March 30, 2022, and declared effective by the SEC on May 16, 2022. The ordinary shares to be issued in the registered direct offering are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying base prospectus relating to, and describing the terms of, the registered direct offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying base prospectus relating to the registered direct offering, when available, may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The warrants described above are being issued in a concurrent private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the ordinary shares underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying ordinary shares may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

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