REWALK ROBOTICS LTD.
10-Ks,20-Fs and 10-Qs
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
SCHEDULE 14A
__________________________________
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant
☒
Filed by a Party other than the Registrant
☐
Check the appropriate box:
☐
Preliminary Proxy Statement
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒
Definitive Proxy Statement
☐
Definitive Additional Materials
☐
Soliciting Material Under Rule 14a-12
Lifeward Ltd.
(Name of the Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒
No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in Exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
200 Donald Lynch Blvd., Marlborough, MA 01752, U.S.A.
Tel: +1 508.251.1154
Dear Shareholder,
You are cordially invited to attend an Extraordinary General Meeting of Shareholders (the “Meeting”) of Lifeward Ltd. (“we,” the “Company” or “Lifeward”) to be held at 10:00 a.m.
(Eastern Standard Time) on Monday, December 30, 2024, at the Company’s offices at 200 Donald Lynch Blvd., Marlborough, MA 01752, U.S.A. We intend to hold the Meeting in person. In the event it is not possible or advisable to hold the Meeting in
person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. As always, we encourage you to vote your shares prior to the Meeting.
The agenda for the Meeting is set forth in the accompanying Notice of Extraordinary Meeting of Shareholders and Proxy Statement.
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For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote “FOR” Proposals 1, 2 and 3 on the agenda for the Meeting.
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We look forward to greeting personally those of you who are able to be present at the Meeting.
However, whether or not you plan to attend the
Meeting, it is important that your shares be represented. Accordingly, you are kindly requested to mark, sign, date and promptly mail the enclosed proxy card at your earliest convenience so that it will be received no later than 10:00 a.m. (Eastern
Standard Time)
on Friday, December 27, 2024, to be validly included in the tally of ordinary shares voted at the Meeting. Detailed proxy voting instructions are provided both in the Proxy Statement and on the
proxy card.
If your ordinary shares are held in “street name,” that is, in a brokerage account or by a trustee or nominee, you should complete the voting instruction card that will be sent to
you in order to direct your broker, trustee or nominee how to vote your shares. You may also be able to provide such voting instructions via the Internet.
Thank you for your continued cooperation.
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Very truly yours,
Joseph Turk
Chairman of the Board of Directors
November 25, 2024
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THIS PROXY STATEMENT AND ENCLOSED PROXY CARD ARE
FIRST BEING MAILED TO SHAREHOLDERS ON OR ABOUT NOVEMBER 25, 2024.
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
200 Donald Lynch Blvd., Marlborough, MA 01752, U.S.A.
Tel: +1 508.251.1154
To the shareholders of Lifeward Ltd.:
Notice is hereby given that an Extraordinary Meeting of Shareholders (the “Meeting”) of Lifeward Ltd. (“we,” the “Company” or “Lifeward”) will be held at 10:00 a.m. (Eastern
Standard Time) on Monday, December 30, 2024, at the Company’s offices at
200 Donald Lynch Blvd., Marlborough, MA 01752, U.S.A. We intend to hold the Meeting in person. In the event it is not possible or
advisable to hold the Meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication.
The agenda of the Meeting will be as follows:
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| 1. |
To amend the Company’s Sixth Amended and Restated Articles of Association to eliminate the par value of the Company’s ordinary shares.
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| 2. |
To approve the Company’s 2024 Incentive Compensation Plan.
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| 3. |
To approve a grant to Larry Jasinski, the Company’s Chief Executive Officer, of 14,286 restricted stock units (“RSUs”) and 14,285 performance-based RSUs.
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To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof.
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For the reasons set forth in the accompanying Proxy Statement, our Board of Directors recommends that you vote “FOR” Proposals 1, 2 and 3 on the agenda for the Meeting.
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The affirmative vote of a simple majority of the votes cast by shareholders in person or by proxy at the Meeting on the proposal (an “Ordinary Majority”) is necessary for the
approval of each of the Proposals. Under Israeli law, Proposal 3 requires, in addition to the affirmative vote of an Ordinary Majority, that either:
(1) a majority of the voting power represented at the
Meeting in person or by proxy and voting thereon,
excluding
the shares of controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, be voted “FOR” the
proposed resolution, or (2) the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the resolution voted against approval of the proposal does not exceed two percent of the outstanding
voting power in the Company. More detailed information regarding this approval requirement appears below under “Questions and Answers About the Meeting – About the Voting Procedures at the Meeting.”
Only shareholders of record at the close of business on the record date of November 20, 2024 (the “Record Date”) are entitled to notice of, and to vote at, the Meeting and any
adjournment or postponement thereof. You are cordially invited to attend the Meeting in person.
If you are unable to attend the Meeting in person you are requested to complete, date and sign the enclosed proxy card and return it promptly in the pre-addressed envelope provided
so that it is received by us no later than 10:00 a.m. (Eastern Standard Time) on the business day before the Meeting or vote by telephone or over the Internet if your voting instruction form describes such voting methods. Your proxy may be revoked at
any time before it is voted if you return a later‑dated proxy card or if you vote your shares in person at the Meeting if you are the record holder of the shares and can provide a copy of a certificate(s) evidencing your shares. If your shares are
held in “street name,” meaning in the name of a bank, broker or other record holder, you must either direct the record holder of your shares on how to vote your shares or obtain a legal proxy from the record holder to vote the shares at the Meeting
on behalf of the record holder as well as a statement from such record holder that it did not vote such shares on your behalf.
Further, if you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares only on routine matters, which at the Meeting will be only Proposal
1, even if the broker does not receive voting instructions from you. Your broker does not have discretionary authority to vote on non-routine matters without instructions from you, in which case a “broker non-vote” will occur and your shares will not
be voted on these matters. At the Meeting, each of Proposals 2 and 3 is considered a non-routine matter.
Joint holders of shares should note that, pursuant to our Articles of Association, the vote of the senior of joint holders of any share who votes such share, whether in person or
by proxy, will be accepted to the exclusion of the vote(s) of the other registered holder(s) of such share, with seniority determined by the order in which the names of the joint holders appear in our Register of Shareholders. For the appointment of
a proxy to vote shares held by joint holders to be valid, the signature of the senior of the joint holders must appear on the proxy card.
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By Order of the Board of Directors,
Joseph Turk
Chairman of the Board of Directors
November 25, 2024
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 30, 2024
You are urged to mark, date, sign and promptly return the proxy card in the envelope provided to you so that, if you are unable to attend the Meeting, your
shares can be voted. The Notice and Proxy Statement are available at http://ir.golifeward.com.
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TABLE OF CONTENTS
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10
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18
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18
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A-1
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| 1. |
To amend the Company’s Sixth Amended and Restated Articles of Association to eliminate the par value of the Company’s ordinary shares.
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| 2. |
To approve the Company’s 2024 Incentive Compensation Plan.
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| 3. |
To approve a grant to Larry Jasinski, the Company’s Chief Executive Officer, of 14,286 restricted stock units (“RSUs”) and 14,285 performance-based RSUs.
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| 4. |
To act upon any other matters that may properly come before the Meeting or any adjournment or postponement thereof.
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| Q: |
When and where is the Extraordinary General Meeting of Shareholders being held?
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| A: |
The Meeting will be held on Monday, December 30, 2024, at 10:00 a.m. (Eastern Standard Time), at the Company’s offices at
200 Donald Lynch Blvd., Marlborough, MA 01752, U.S.A. As always, we encourage
you to vote your shares prior to the Meeting. We intend to hold the Meeting in person. In the event it is not possible or advisable to hold the Meeting in person, we will announce alternative arrangements for the meeting as promptly as
practicable, which may include holding the meeting solely by means of remote communication.
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| Q: |
Who can attend the Meeting?
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| A: |
Any shareholder of the Company as of the Record Date (as defined above) may attend. Please note that space limitations make it necessary to limit attendance to shareholders. Admission will be on a first-come, first-served basis. Current
proof of ownership of Lifeward’s shares as of the Record Date, as well as a form of personal photo identification, must be presented in order to be admitted to the Meeting. If your shares are held in the name of a bank, broker or other holder
of record, you must bring a current brokerage statement or other form of proof reflecting ownership as of the Record Date with you to the Meeting. No cameras, recording equipment, electronic devices, use of cell phones or other mobile
devices, large bags or packages will be permitted at the Meeting.
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| Q: |
Who is entitled to vote?
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| A: |
Only holders of Lifeward’s ordinary shares at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting and any adjournment or
postponement thereof. Each shareholder is entitled to one vote for each ordinary share owned as of the Record Date. Ordinary shares held in our treasury, which are not considered outstanding, will not be voted. On November 20, 2024, there
were 8,808,143 ordinary shares outstanding entitled to vote and there were no outstanding shares of any other class.
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Joint holders of shares should note that, pursuant to our Articles of Association, the vote of the senior of joint holders of any share who votes such share, whether in person
or by proxy, will be accepted to the exclusion of the vote(s) of the other registered holder(s) of such share, with seniority determined by the order in which the names of the joint holders appear in our Register of Shareholders. For the appointment
of a proxy to vote shares held by joint holders to be valid, the signature of the senior of the joint holders must appear on the proxy card.
HOW TO VOTE YOUR SHARES
Q:
How do I vote?
| A: |
You may vote in person
. Ballots will be passed out at the Meeting to anyone who wants to vote at the Meeting. If you choose to do so, please bring the enclosed proxy card or proof of identification.
If you are a shareholder of record, meaning that your shares are held directly in your name, you may vote in person at the Meeting. However, if your shares are held in “street name” (that is, through a bank, broker or other nominee), you must
first obtain a signed proxy from the record holder (that is, your bank, broker or other nominee) before you vote at the Meeting.
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“Street name” holders may also vote by phone or through an Internet website
. If you hold your shares in “street name” (
e.g.,
through a broker, bank or other nominee), then you should have received this Proxy Statement from the bank, broker or other nominee, along with its proxy card with voting instructions (including voting by
phone or through an Internet website) and instructions on how to change your vote. Thus, if you are a “street name” holder, your votes will be processed based on your instructions to your bank, broker or other nominee on how to vote the ordinary
shares. Because you are not a shareholder of record, you may not vote those shares directly at the Meeting unless you obtain a “legal proxy” from the bank, broker or other nominee that holds your shares directly, giving you the right to vote the
shares at the Meeting.
You may vote by mail
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Both shareholders of record and “street name” holders can do this by
completing the proxy card (for shareholders of record) or voting instruction card (for “street name” holders”) and returning it in the enclosed, prepaid and addressed envelope. If you return a signed card but do not provide voting instructions, your
shares will be voted as recommended by the Board.
| Q: |
What is the difference between holding shares as a shareholder of record and holding shares in “street name”? Will my shares be voted if I do not provide my proxy?
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| A: |
Many Lifeward shareholders hold their shares in “street name,” meaning through a bank, broker or other nominee rather than directly in their own name. As explained in this Proxy Statement, there are some distinctions between shares held of
record and shares owned in “street name.”
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Shareholders of Record
If your shares are registered directly in your name with our transfer agent Equiniti Trust Company, LLC of New York, New York, you are considered, with respect to those shares,
the shareholder of record. In such case, these proxy materials are being sent directly to you. If you are a shareholder of record, you have the right to grant your voting proxy directly to Lifeward or to vote in person at the Meeting. If you hold
your shares directly in your own name and do not provide a proxy, your shares will not be voted.
“Street Name” Holders (Beneficial Owners)
If your shares are held through a bank, broker or other nominee, they are considered to be held in “street name” and you are the beneficial owner. If your shares are held in
street name, these proxy materials are being forwarded to you by your bank, broker or other nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct the bank, broker
or other nominee on how to vote your shares for the Meeting. You also may attend the Meeting. However, because you are not the shareholder of record, you may not vote these shares in person at the Meeting, unless you first obtain a signed proxy from
the record holder (your bank, broker or other nominee) giving you the right to vote the shares. Your bank, broker or other nominee has enclosed a voting instruction card for you to use in directing the bank, broker or other nominee regarding how to
vote your shares.
If you are a beneficial owner whose shares are held of record by a broker, your broker has discretionary voting authority to vote your shares without your instructions only on
routine matters. Your broker does not have discretionary authority to vote on non-routine matters without instructions from you, in which case a “broker non-vote” will occur and your shares will not be voted on these matters. Thus, while your broker
may vote on Proposal 1 without instructions from you, your broker may not vote on Proposals 2 and 3 unless you provide instructions. In the event of a broker non-vote, the shares held by you will be included in determining the presence of a quorum at
the Meeting but are not considered “present” for purposes of voting on the proposals. It is important for a shareholder that holds ordinary shares through a bank, broker or other nominee to instruct its bank, broker or other nominee regarding how to
vote its shares if the shareholder wants its shares to count towards the vote tally for a given proposal.
| Q: |
Does Lifeward recommend I vote in advance of the Meeting?
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| A: |
Yes.
Even if you plan to attend the Meeting, we recommend that you vote your shares in advance so that your vote will be counted if you later decide not to attend the Meeting.
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| Q: |
If I vote by proxy, can I change my vote or revoke my proxy?
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| A: |
Yes.
You may change your proxy instructions at any time prior to the vote at the Meeting. If you are a shareholder of record, you may do this by:
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filing a written notice of revocation with our Chief Financial Officer, delivered to our address above;
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delivering a timely later-dated proxy card or voting instruction form; or
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attending the Meeting and voting (attendance at the Meeting will not cause your previously granted proxy to be revoked unless you specifically so request).
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| Q: |
How are my votes cast when I submit a proxy vote?
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| A: |
When you submit a proxy vote, you appoint Larry Jasinski and Michael Lawless, or either of them, as your representative(s) at the Meeting. Your shares will be voted at the Meeting as you have instructed.
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Upon the receipt of a properly submitted proxy card, which is received by 10:00 a.m. (Eastern Standard Time) on Friday, December 27, 2024,
which is the business day prior to the Meeting, and not revoked prior to the Meeting, or which is presented to the chairperson at the Meeting, the persons named as proxies will vote the ordinary shares
represented thereby at the Meeting in accordance with your instructions, or if no instructions are received, the persons named as proxies will vote in accordance with the Board’s recommendations as indicated in the instructions outlined on the proxy
card.
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| Q: |
What does it mean if I receive more than one proxy card from the Company?
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| A: |
It means that you have multiple accounts at the transfer agent or with brokers. Please sign and return all proxy cards to ensure that all of your shares are voted.
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ABOUT THE VOTING PROCEDURES AT THE MEETING
| Q: |
What constitutes a quorum?
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| A: |
In order for us to conduct business at the Meeting, two or more shareholders must be present, in person or by proxy, representing at least 33-1/3% of the ordinary shares outstanding as of the Record Date. This is referred to as a quorum.
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Ordinary shares represented in person or by proxy (including broker non-votes and shares that abstain or do not vote with respect to one or more of the matters to be voted upon)
will be counted for purposes of determining whether a quorum exists. As discussed further above, a “broker non-vote” occurs when a bank, broker or other holder of record holding shares for a beneficial owner attends the Meeting but does not vote on a
particular proposal because that holder does not have discretionary voting power for that particular item and has not received instructions from the beneficial owner. Abstentions and broker non‑votes will be counted as present in determining if a
quorum is present.
| Q: |
What happens if a quorum is not present?
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| A: |
If a quorum is not present, the Meeting will be adjourned to the same day at the same time the following week, or to such day and at such time and place as the Chairman of the meeting may determine with the consent of the holders of a
majority of the shares present in person or by proxy and voting on the question of adjournment.
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| Q: |
How will votes be counted?
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| A: |
Each outstanding ordinary share is entitled to one vote for each proposed resolution to be voted on at the Meeting. Our Articles of Association do not provide for cumulative voting.
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| Q: |
What are the requirements for approval of each of the proposals and how will votes (and discretionary voting) be handled?
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| A: |
The following chart details the votes required for each of the proposals, the treatment of abstentions and broker non-votes for each of the proposals, and whether the proposals permit discretionary voting.
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Proposal
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Votes Required
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Treatment of Abstentions and Broker Non-Votes
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Broker Discretionary Voting
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Proposal 1: Approval of an amendment to the Company’s Sixth Amended and Restated Articles of Association to eliminate the par value of the
Company’s ordinary shares.
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Affirmative vote of an Ordinary Majority.
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Abstentions and broker non-votes will have no effect on the outcome of the vote.
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Yes.
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Proposal 2: Approval of the Company’s 2024 Incentive Compensation Plan.
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Affirmative vote of an Ordinary Majority.
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Abstentions and broker non-votes will have no effect on the outcome of the vote.
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No.
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Proposal 3: Approval of a grant to Larry Jasinski, our Chief Executive Officer, of 14,286 RSUs and 14,285 performance-based RSUs.
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Affirmative vote of an Ordinary Majority. In addition, a Special Majority, as discussed below, is required under Israeli law for approval of
Proposal 3.
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Abstentions and broker non-votes will have no effect on the outcome of the vote.
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No.
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Special Majority
Under Israeli law, Proposal 3 requires, in addition to the affirmative vote of an Ordinary Majority, that either:
(1) a simple majority
of shares voted at the Meeting,
excluding
the shares of controlling shareholders and of shareholders who have a personal interest in the approval of the resolution, be voted “
FOR
”
the proposed resolution, or (2) the total number of shares of non-controlling shareholders and of shareholders who do not have a personal interest in the resolution voted against approval of the resolution does not exceed two percent of the
outstanding voting power in the Company. We refer to this threshold in this Proxy Statement as a “
Special Majority
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The term “
controlling shareholder
” means a shareholder having the ability to direct the activities of a company, other than by virtue of
being an office holder. A shareholder is presumed to be a controlling shareholder if the shareholder holds 50% or more of the voting rights in a company or has the right to appoint the majority of the directors of the company or its general manager.
To the knowledge of the Company, there is no shareholder who is a controlling shareholder.
Under the Israel Companies Law 5759-1999 (the “Israel Companies Law”), a “
personal interest
” of a shareholder (i) includes a personal
interest of the shareholder and any member of the shareholder’s family, family members of the shareholder’s spouse, or a spouse of any of the foregoing, or a personal interest of a company with respect to which the shareholder (or such family
member) serves as a director or chief executive officer, owns at least 5% of the shares or has the right to appoint a director or chief executive officer, and (ii) excludes an interest arising solely from the ownership of our ordinary shares. Under
the Israel Companies Law, in the case of a person voting by proxy for another person, “personal interest” includes a personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion
how to vote. If you do not have a personal interest in this matter, you may assume that using the form of proxy enclosed herewith will not create a personal interest.
Under the Israel Companies Law, every voting shareholder is required to notify the Company whether such shareholder is a Controlling
Shareholder or has a Personal Interest. To avoid confusion, every shareholder voting by means of the enclosed proxy card or voting instruction form, or via telephone or internet voting, will be deemed to confirm to the Company that such shareholder
is NOT a Controlling Shareholder and does NOT have a Personal Interest. If you are a Controlling Shareholder or have a Personal Interest (in which case your vote will count only for or against the Ordinary Majority, and not for or against the Special
Majority required for approval of Proposal 3), please notify the Company’s Chief Financial Officer by telephone at phone number +508-281-7274 or by email at mike.lawless@golifeward.com. If your shares are held in “street name” by your broker, bank or
other nominee and you are a Controlling Shareholder or have a Personal Interest, you should notify your broker, bank or other nominee of that status, and they in turn should notify the Company as described in the preceding sentence.
| Q: |
How will my shares be voted if I do not provide instructions on the proxy card?
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| A: |
If you are the record holder of your shares and return a properly executed proxy card to us no later than 10:00 a.m. (Eastern Standard Time) on the business day before the Meeting, but do not specify on your proxy card how you want to vote
your shares, your shares will be voted as to each of the proposals in accordance with the recommendation of the Board, as follows:
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1.
“FOR”
the approval of an amendment the Company’s Sixth Amended and Restated Articles of Association to eliminate the par value of the
Company’s ordinary shares.
2.
“FOR”
the approval of the Company’s 2024 Incentive Compensation Plan.
3.
“FOR”
the approval of a grant to Larry Jasinski, the Company’s Chief Executive Officer, of 14,286 RSUs and 14,285
performance-based RSUs.
The named proxies will act in accordance with the best judgment of the named proxies on any other matters properly brought before the Extraordinary General Meeting and any
postponement(s) or adjournment(s) thereof to the extent permitted under Rule 14a-4(c) of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”).
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HOW TO FIND VOTING RESULTS
| Q: |
Where do I find the voting results of the Meeting?
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| A: |
We plan to announce preliminary voting results at the Meeting. The final voting results will be reported following the Meeting on the “Investors” portion on our website at
www.golifeward.com
and in
a Current Report on Form 8-K that we expect to file with the Securities and Exchange Commission (the “SEC”) within four business days after the Meeting. If final voting results are not available to us in time to file a Form 8-K within four
business days after the Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.
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SOLICITATION OF PROXIES
| Q: |
Who will bear the costs of solicitation of proxies for the Meeting?
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| A: |
Lifeward will bear the costs of solicitation of proxies for the Meeting. In addition to solicitation by mail, directors, officers and employees of Lifeward may solicit proxies from shareholders by telephone, in person or otherwise. Such
directors, officers and employees will not receive additional compensation, but may be reimbursed for reasonable out-of-pocket expenses in connection with such solicitation. Brokers, nominees, fiduciaries and other custodians have been
requested to forward soliciting material to the beneficial owners of ordinary shares held of record by them, and such custodians will be reimbursed by Lifeward for their reasonable out-of-pocket expenses.
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HOW TO FIND MORE INFORMATION
| Q: |
Who can I contact for more information or questions about the Meeting or the Proposals on the agenda for the Meeting?
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| A: |
For more information or questions about the Meeting or any of the Proposals on the agenda for the Meeting,
please contact the Company’s Chief Financial Officer by telephone at phone number
+508-281-7274 or by email at mike.lawless@golifeward.com.
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POSITION STATEMENTS
| Q: |
Can a shareholder express an opinion on a proposal prior to the Meeting?
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| A: |
In accordance with the Israel Companies Law and regulations promulgated thereunder, any Lifeward shareholder may submit a position statement on its behalf, expressing its position on an agenda item for the Meeting, to Lifeward Ltd., 200
Donald Lynch Blvd., Marlborough, Massachusetts 01752, U.S.A, Attention: Chief Financial Officer, or by email to mike.lawless@golifeward.com, no later than December 20, 2024. Position statements must be in English and otherwise must comply
with applicable law. We will make publicly available any valid position statement that we receive.
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We are first mailing this Proxy Statement and accompanying materials to shareholders on or about November 25, 2024. This Proxy Statement is also available at
http://ir.golifeward.com
. Information contained on, or that can be accessed through, our website does not constitute a part of this Proxy Statement and is not incorporated by reference herein.
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As of November 20, 2024, there were 8,808,143 ordinary shares outstanding, excluding ordinary shares issuable in connection with the exercise of outstanding warrants or
outstanding options or upon the vesting of restricted stock units (“RSUs”). The voting rights of all shareholders are the same.
The following table sets forth certain information as of November 20, 2024, concerning the number of ordinary shares beneficially owned, directly or indirectly, by:
(1) each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding ordinary shares;
(2) each of our directors and director nominees;
(3) each of our named executive officers; and
(4) all of our directors and executive officers as a group.
Beneficial ownership is determined in accordance with the rules of the SEC based on voting and investment power with respect to such shares. Shares subject to options or warrants
that are currently exercisable or exercisable within 60 days of November 20, 2024, and shares subject to RSUs that were vested as of or will vest within 60 days of November 20, 2024, are deemed to be outstanding and to be beneficially owned by the
person holding such options, RSUs or warrants for the purpose of computing the percentage ownership of such person. However, such shares are not deemed to be outstanding and to be beneficially owned for the purpose of computing the percentage
ownership of any other person.
Under the terms of the terms of certain outstanding warrants, a holder may not exercise the warrants to the extent that such shareholder, together with its affiliates, would
beneficially own, after such exercise, more than 4.99% or 9.99% of the ordinary shares then outstanding, as applicable (subject to the right of the shareholder with a 4.99% ownership limitation to increase or decrease such beneficial ownership
limitation upon notice to us, provided that such limitation cannot exceed 9.99%), and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered. Consistent with beneficial
ownership reporting principles under Section 13(d) of the Exchange Act, the below table only shows ordinary shares underlying warrants that are deemed to be beneficially owned, assuming compliance with these ownership limitations.
All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder or is based on our filings with the SEC and, unless
otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with respect to all the ordinary shares shown as beneficially owned, subject to community property laws, where applicable. The ordinary
shares beneficially owned by our directors and officers may include shares owned by their respective family members, as to which such directors and officers disclaim beneficial ownership. Unless otherwise noted below, each shareholder’s address is
c/o Lifeward Ltd., 200 Donald Lynch Blvd., Marlborough, Massachusetts 01752, U.S.A.
7
|
Ordinary Shares Beneficially Owned
|
||||||||
|
Name
|
Number of Shares
|
Percentage
|
||||||
|
5%-or-More Beneficial Owners
:
|
||||||||
|
Lind Global Funds
(1)
|
1,431,106
|
16.2
|
%
|
|||||
|
Named Executive Officers and Directors
:
|
||||||||
|
Larry Jasinski
(2)
|
61,705
|
*
|
||||||
|
Randel Richner
(3)
|
25,852
|
*
|
||||||
|
Dr. John William Poduska
(4)
|
20,102
|
*
|
||||||
|
Joseph Turk
(5)
|
27,134
|
*
|
||||||
|
Hadar Levy
(6)
|
15,656
|
*
|
||||||
|
Michael Swinford
(7)
|
5,020
|
*
|
||||||
|
Robert J. Marshall
(8)
|
—
|
—
|
||||||
|
Almog Adar
(9)
|
16,516
|
*
|
||||||
|
Jeannine Lynch
(10)
|
18,641
|
*
|
||||||
|
Michael A. Lawless
(11)
|
26,112
|
*
|
||||||
|
Charles Remsberg
(12)
|
7,142
|
*
|
||||||
|
All directors and executive officers as a group (eleven) persons)
(13)
|
223,880
|
2.5
|
%
|
|||||
___________
* Ownership of less than 1%.
|
(1)
|
Based on a Schedule 13D/A filed on September 28, 2023, and subsequent Form 4 filings, by Lind Global Fund II LP (“Global Fund II”), Lind Global Partners II LLC, Lind Global Macro Fund LP,
Lind Global Partners LLC (together, the “Lind Global Funds”) and Jeff Easton (together with the Lind Global Funds, the “Reporting Persons”). The foregoing excludes warrants to purchase 247,334 ordinary shares, because each of the warrants
includes a provision limiting the holder’s ability to exercise the warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the ordinary shares then outstanding. Without such provisions, the Reporting
Persons may have been deemed to have beneficial ownership of the ordinary shares underlying such warrants. Jeff Easton, the managing member of Lind Global Partners II LLC and Lind Global Partners LLC, may be deemed to have sole voting and
dispositive power with respect to the shares held by Lind Global Macro Fund, LP and Lind Global Fund II LP. The principal business address of the Reporting Persons is 444 Madison Avenue, Floor 41, New York, N.Y. 10022.
|
|
(2)
|
Consists of 57,969 ordinary shares, including exercisable options to purchase 3,736 ordinary shares.
|
|
(3)
|
Consists of 25,852 ordinary shares.
|
|
(4)
|
Consists of 20,033 ordinary shares, including exercisable options to purchase 69 ordinary shares.
|
|
(5)
|
Consists of 27,134 ordinary shares.
|
|
(6)
|
Consists of 15,656 ordinary shares.
|
|
(7)
|
Consists of 5,020 ordinary shares.
|
|
(8)
|
Mr. Marshall joined our Board of Directors on November 2, 2024.
|
|
(9)
|
Consists of 16,516 ordinary shares.
|
|
(10)
|
Consists of 18,641 ordinary shares.
|
|
(11)
|
Consists of 26,112 ordinary shares.
|
|
(12)
|
Consists of 7,142 ordinary shares.
|
|
(13)
|
Consists of (i) 220,075 ordinary shares directly or beneficially owned by our executive officers and our six directors other than Mr. Jasinski and (ii) 3,805 ordinary shares constituting the
cumulative aggregate number of options granted to the executive officers and directors.
|
8
APPROVAL OF AN AMENDMENT TO THE COMPANY’S SIXTH AMENDED
AND RESTATED ARTICLES OF ASSOCIATION TO ELIMINATE THE PAR
VALUE OF THE COMPANY’S ORDINARY SHARES
The Company’s authorized share capital is currently NIS 43,750,000, consisting of 25,000,000 ordinary shares, par value NIS 1.75 per share. Historically, the concept of par
value served to protect creditors and shareholders by ensuring that a company received at least the par value (or minimum price) as consideration for the issuance of shares of common stock. However, over time the concept of par value has lost its
significance for a variety of reasons, including recognition that creditors and shareholders are protected, or can be protected, through other means. Currently, many companies that incorporate today have no par value or use a nominal par value. In
addition, the Israel Companies Law does not require shares to have a par value. Elimination of the par value will simplify various technical aspects of the Company’s share capital, such as avoiding the need for the par value of the ordinary shares
to be paid or allocated upon the vesting of restricted stock units. Moreover, elimination of the par value will facilitate any future stock split or reverse stock split that the Company may decide to effect, by avoiding the necessity to denominate
the split as a multiple of the existing par value.
The elimination of the par value of the ordinary shares is not intended to modify the rights of existing shareholders in any material respect. It will not increase the registered share capital of the
Company nor will it allow the Company to make any change to the registered share capital without the prior approval of shareholders. We expect the proposed elimination of the par value of our ordinary shares will have no effect on the market value of
our outstanding ordinary shares.
Specifically, we propose to amend the definition of “Ordinary Shares” in Article 1 of our Sixth Amended and Restated Articles of Association, and to amend Article 4 of our Sixth Amended and Restated
Articles of Association, as follows (additions are underlined, deletions are struck through):
“
Ordinary
Shares
” shall mean the ordinary shares of the Company,
without
par value
NIS 1.75 per share
.
4. Authorized Share Capital
The authorized share capital of the Company is Forty Three Million Seven Hundred and Fifty Thousand New Israeli Shekels (NIS 43,750,000) divided into
Twenty Five Million Ordinary Shares,
without
par value
NIS 1.75 per share
.”
Proposed Resolution
You are requested to adopt the following resolution:
“1. RESOLVED, to approve the amendments to the Company’s Sixth Amended and Restated Articles of Association to eliminate the par value of the Company’s Ordinary Shares, as detailed
in the Proxy Statement.”
Vote Required
The affirmative vote of an Ordinary Majority is required to adopt the resolution.
Board Recommendation
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “
FOR
” THE ADOPTION OF THE FOREGOING RESOLUTION.
9