Lifeward (LFWD) Proxy Filing summary

Executive summary

• Extraordinary General Meeting scheduled for March 12, 2026, to vote on seven key proposals, including a transformative acquisition and related financings.

• Board unanimously recommends approval of all proposals, citing strategic growth, access to capital, and long-term value creation.

• The Oratech Acquisition and related private placement will result in Oramed holding up to 49.99% of voting power, potentially triggering a change of control.

• If Proposal 1 is not approved, immediate alternative financing is required to repay a $3M secured note and continue operations.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 131.3M ordinary shares to Oramed and investors for the Oratech Acquisition and related financings.

• Proposal 2: Elect two external directors, contingent on closing, for three-year terms as required by Israeli law.

• Proposal 3: Approve compensation for external directors, matching average non-affiliated director compensation.

• Proposal 4: Increase shares available under the 2025 Incentive Compensation Plan by 5,225,000 shares.

• Proposal 5: Approve an equity grant to CEO Mark Grant equal to 5% of post-closing shares, less prior inducement grant.

• Proposal 6: Reappoint Kost Forer Gabbay & Kasierer (EY) as independent auditor for 2026.

• Proposal 7: Address any other business that may arise at the meeting.

Board of directors and corporate governance

• Board to expand to eight members post-closing, with Oramed designating three directors and current board designating three, plus two external directors.

• External directors must serve on audit and compensation committees, with one as chair of each.

• Oramed will become a controlling shareholder, requiring compliance with Israeli external director rules.