| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Lifeward Ltd. (Name of Issuer) |
Ordinary shares, par value NIS 1.75 (Title of Class of Securities) |
M8216Q200 (CUSIP Number) |
01/06/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | M8216Q200 |
| 1 | Names of Reporting Persons Lind Global Fund II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 945,746.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
The reporting person owns warrants to purchase 87,750 Ordinary Shares which are freely exercisable.
SCHEDULE 13G |
| CUSIP No. | M8216Q200 |
| 1 | Names of Reporting Persons Lind Global Partners II LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 945,746.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
The reporting person may be deemed to beneficially own warrants to purchase 87,750 Ordinary Shares which are freely exercisable.
SCHEDULE 13G |
| CUSIP No. | M8216Q200 |
| 1 | Names of Reporting Persons EASTON JEFF | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 945,746.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 8.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
The reporting person may be deemed to beneficially own warrants to purchase 87,750 Ordinary Shares which are freely exercisable.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Lifeward Ltd. | |
| (b) | Address of issuer's principal executive
offices: 200 DONALD LYNCH BLVD., MARLBOROUGH, Massachusetts, 01752 | |
| Item 2. | ||
| (a) | Name of person filing: Lind Global Fund II LP, a Delaware limited partnership ("Global Fund");
Lind Global Partners II LLC, a Delaware limited liability company ("Global Partners II"); and
Jeff Easton, a citizen of the United States of America ("Mr. Easton"). | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of each of the Reporting Persons is 444 Madison Ave., 41st Floor, New York, NY 10022. | |
| (c) | Citizenship: Please see disclosure in Item 2(a). | |
| (d) | Title of class of securities: Ordinary shares, par value NIS 1.75 | |
| (e) | CUSIP No.: M8216Q200 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of January 8, 2025, Global Fund beneficially owned 945,746 Ordinary Shares (including 87,750 Ordinary Shares issuable upon the exercise of certain warrants held by Global Fund, which warrants are freely exercisable).
Global Partners II, as the general partner of Global Fund, may be deemed to have beneficially owned the 945,746 Ordinary Shares beneficially owned by Global Fund.
Mr. Easton, as the Managing Member of Global Partners II, may be deemed to have beneficially owned the 945,746 Ordinary Shares beneficially owned by Global Partners II. | |
| (b) | Percent of class: The aggregate percentage of Ordinary Shares reported owned by each reporting person named herein is based upon 10,626,799 Ordinary Shares outstanding as of January 8, 2025, which is the sum of (i) 8,808,616 Ordinary Shares outstanding as of January 8, 2025, as disclosed in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) with Registration No. 333-263984, filed with the Securities and Exchange Commission on January 8, 2025, plus (ii) 1,818,183 Ordinary Shares issued by the Issuer on January 8, 2025, as disclosed in the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 8, 2025.
As of January 8, 2025, the Reporting Persons may be deemed to have beneficially owned approximately the following percentage of the outstanding Ordinary Shares: 8.9 % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Cover Pages Items 5-8. | ||
| (ii) Shared power to vote or to direct the
vote: See Cover Pages Items 5-8. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Cover Pages Items 5-8. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Cover Pages Items 5-8. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on October 4, 2021. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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. |
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