Lifeward Restores Nasdaq Compliance After Audit Committee Shortfall

Lifeward Ltd., the Israeli medical device maker whose robotic exoskeletons help people with spinal cord injuries stand and walk, has restored compliance with a key Nasdaq governance rule after a director’s resignation left its audit committee short-handed and raised the risk of eventual delisting.

Nasdaq says deficiency is closed

In a Form 8-K filed March 31 with the Securities and Exchange Commission, Lifeward said Nasdaq’s Listing Qualifications staff notified the company on March 30 that it is again meeting Nasdaq Listing Rule 5605(c)(2)(A), which requires listed companies to maintain an audit committee of at least three independent directors. The exchange’s letter said Lifeward “is now in compliance” with the rule and that “the matter is now closed,” according to the filing.

The disclosure closes out a compliance issue that surfaced only weeks earlier, when director and audit committee member Hadar Levy resigned from the board on Feb. 24. The move, which the company has said did not stem from any disagreement over its operations or policies, reduced the audit committee to two members, in violation of Nasdaq’s minimum.

While Nasdaq had given Lifeward until as late as February 2027 to cure the deficiency, the company moved within a month to install three new audit committee members and secure formal signoff from the exchange.

Board changes following Levy’s resignation

Levy, who joined the board in 2022 and had been designated an “audit committee financial expert” in past filings, is chief executive of neurostimulation device maker Brainsway Ltd. and previously served in senior finance roles at several health care and technology companies. Lifeward disclosed his resignation in late February, stating in an earlier 8-K that it was not the result of a dispute with management.

Under Nasdaq’s corporate governance rules, companies must maintain an audit committee of at least three independent directors who are able to read and understand basic financial statements and who have not taken part in preparing the company’s financial statements in recent years. When a vacancy or loss of independence causes a temporary shortfall, the exchange typically allows a cure period that extends to the earlier of the next annual shareholders’ meeting or one year from the triggering event.

Lifeward said Nasdaq followed that framework. After Levy stepped down, the company received written notice that, as a result of his resignation, it no longer met the three-member requirement. The staff gave Lifeward until the earlier of its next annual meeting or Feb. 24, 2027, to regain compliance and said that if the annual meeting were held before Aug. 24, 2026, the company would need to fix the issue by that date.

Instead of using that full window, Lifeward reconstituted its audit committee by appointing three directors: Moshe Rozenbaum, William Mark Sigsbee and Yehuda Reznick. Nasdaq’s March 30 letter acknowledged their appointments and confirmed that the company had returned to compliance, according to the 8-K signed by Chief Financial Officer Almog Adar.

Rozenbaum, 44, previously served as vice president of corporate development at Nano Dimension Ltd., a Nasdaq-listed technology company, and worked as a senior accountant at Ernst & Young. Sigsbee, 59, heads Catalyst Business Development LLC, a consulting firm focused on health care and medical technology, and has more than three decades of experience in the sector, including prior chief executive and director roles at U.S. medical device companies.

Lifeward’s board has determined that both Rozenbaum and Sigsbee qualify as “external directors” under Israeli law and as independent under Nasdaq’s standards, with the financial and accounting expertise required to sit on the audit committee. Reznick is an experienced financial executive and director in Israel and serves on the board and audit committee of Oramed Pharmaceuticals Inc.

A separate listing challenge: minimum bid price

The governance fix arrives as Lifeward is working through a separate, longer-running set of listing challenges tied to its share price. In August 2025, Nasdaq notified the company that its ordinary shares had closed below $1 for 30 consecutive business days, triggering a 180-day period to lift the stock back above the minimum bid price standard. After it failed to regain compliance by February 2026, the exchange granted an additional 180-day extension, pushing the deadline to Aug. 3 of this year.

To help address that problem, Lifeward has repeatedly consolidated its shares. The company implemented a 1-for-12 reverse stock split of its ordinary shares effective Feb. 24, 2026, stating that the move was intended to increase the per-share price and support compliance with Nasdaq’s continued listing standards. That split followed earlier reverse splits in 2024 and 2025 and came on the heels of a $2.6 million public offering in June 2025 that issued 4 million shares and warrants at 65 cents each, diluting existing holders and adding to volatility in the stock.

Oratech acquisition could reshape ownership

The audit committee changes are also unfolding against the backdrop of a transformative deal that will reshape Lifeward’s ownership and scope. The company is acquiring Oratech Pharma Inc. from Oramed Pharmaceuticals in a transaction involving the issuance of roughly 131.3 million ordinary shares, plus warrants and convertible notes, to Oramed and certain investors. Once completed, Oramed is expected to hold at least about 45% and potentially just under 50% of Lifeward’s voting power, a shift that may amount to a change of control under Nasdaq rules.

In a proxy statement circulated to shareholders ahead of a March 12 vote on the Oratech acquisition, Lifeward outlined plans to appoint Rozenbaum and Sigsbee as external directors and emphasized that, under Israel’s Companies Law, at least two external directors must serve on the audit and compensation committees and chair those bodies. The company said its board had concluded that each nominee met the independence requirements of both Nasdaq and Israeli law.

Company background and outlook

Lifeward, formerly known as ReWalk Robotics Ltd., develops and markets robotic exoskeletons for people with spinal cord injuries, as well as soft exosuits for stroke rehabilitation, functional electrical stimulation exercise systems, and AlterG anti-gravity treadmills acquired in 2023. The company rebranded as Lifeward in 2024 to reflect a broader focus on mobility and rehabilitation technologies.

The company reported revenue of roughly $25.7 million for 2024, a steep increase from the prior year, and has said it is targeting non-GAAP operating profitability in the second half of 2026. More recent quarterly results have been uneven, and the stock has been volatile, reflecting both operational progress and ongoing financing and listing concerns.

Around the time of the March 31 8-K, shares of Lifeward traded in the mid-single digits following the latest reverse split, with market data showing a modest gain that day as investors digested earnings, the Oratech vote and the governance update. For a company of Lifeward’s size, even technical compliance news can influence sentiment when it touches on the risk of losing a U.S. exchange listing.

What’s next

For now, the immediate threat tied to the audit committee has been removed. The company still faces a ticking clock on its minimum bid price and the complex task of integrating a new pharmaceutical asset under a significantly altered ownership structure.

Behind those capital-markets milestones are practical questions for hospitals, clinics and patients who depend on Lifeward’s devices for rehabilitation and mobility. Continued access to public equity markets can help fund research, regulatory work and long-term product support; a prolonged listing crisis could make that more difficult.

By moving quickly to rebuild its audit committee and secure Nasdaq’s confirmation, Lifeward has reduced one source of uncertainty as it navigates the next phase of its turnaround and strategic expansion. Whether the combination of governance changes, balance sheet maneuvers and new partnerships is enough to put its listing on firmer ground will become clearer as the year—and Nasdaq’s remaining deadlines—unfold.