Quarterly Report for Quarter Ending September 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operation should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report and with our audited consolidated financial statements included in our Form 10-K for the year ended December 31, 2025 as filed with the Securities and Exchange Commission ("SEC") on March 18, 2026 (the "2025 Form 10-K"). In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. For a discussion of factors that could cause or contribute to these differences, see "Special Note Regarding Forward-Looking Statements" above.

Overview

We are a medical device company that designs, develops, and commercializes life-changing solutions that span the continuum of care in physical rehabilitation and recovery, delivering proven functional and health benefits in clinical settings as well as in the home and community, now complemented by a biomedical pipeline. Our initial product offerings were the ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury ("SCI Products"). These devices are robotic exoskeletons that are designed for individuals with paraplegia that use our patented tilt-sensor technology and an onboard computer and motion sensors to drive motorized legs that power movement. These SCI Products allow individuals with spinal cord injury ("SCI") the ability to stand and walk again during everyday activities at home or in the community. In March 2023, we received clearance of our premarket notification ("510(k)") from the U.S. Food and Drug Administration ("FDA") for the ReWalk Personal Exoskeleton with stair and curb functionality, which adds usage on stairs and curbs to the indication for use for the device in the U.S. The clearance permits U.S. customers to participate in more walking activities in real-world environments in their daily lives where stairs or curbs may have previously limited them when using the exoskeleton for its intended, FDA-indicated uses. This feature has been available in Europe since initial CE Clearance, and real-world data from a cohort of 47 European users throughout a period of over seven years consisting of over 18,000 stair steps, were collected to demonstrate the safety and efficacy of this feature and support the FDA submission. In March 2025, we received 510(k) clearance from the FDA for the ReWalk 7 Personal Exoskeleton device, a next-generation ReWalk model.

We have sought to expand our product offerings beyond the SCI Products through internal development, distribution agreements, and acquisitions. We have developed our ReStore Exo-Suit device, which we began commercializing in June 2019. The ReStore is a powered, lightweight soft exo-suit intended for use during the rehabilitation of individuals with lower limb disabilities due to stroke. Sales of the device in the European Union ceased in May 2024. In the second quarter of 2020, we signed an agreement to become the exclusive distributor of the MYOLYN MyoCycle FES Pro cycles to U.S. rehabilitation clinics and for the MyoCycle Home cycles available to U.S. veterans through the Veterans Health Administration ("VHA") hospitals. We continue to distribute these products; however, our distribution rights are no longer exclusive.

In August 2023, we made our first acquisition to supplement our internal growth when we acquired AlterG, a leading provider of Anti-Gravity systems for use in physical and neurological rehabilitation. We paid a cash purchase price of approximately $19 million at closing. The purchase agreement also provided for the potential of additional cash earnout payments based on AlterG's revenue growth over the two years following the closing; however, no earnout payments were earned. The AlterG Anti-Gravity systems use patented, National Aeronautics and Space Administration derived differential air pressure ("DAP") technology to reduce the effects of gravity and allow patients to rehabilitate with finely calibrated support and reduced pain. AlterG Anti-Gravity systems are utilized in over 6,000 facilities globally in more than 40 countries. We will continue to evaluate other products for distribution or acquisition that can broaden our product offerings further to help individuals with injury and disability.

In March 2025, we announced an agreement with CorLife, LLC., a Delaware limited liability company ("CorLife") and a division of Numotion, the nation's leading and largest provider of products and services that provide mobility, health and personal independence, to increase our penetration of SCI Products into the workers' compensation market. Pursuant to the agreement, CorLife became the exclusive distributor for the ReWalk Personal Exoskeleton for individuals with workers' compensation claims. The agreement leverages CorLife's extensive network of credentialed providers and experts to include the ReWalk Personal Exoskeleton among the services and equipment they provide to thousands of injured workers each year. Under the agreement, the CorLife reimbursement team manages all workers' compensation claims submissions for the ReWalk Personal Exoskeleton. We believe this agreement will build awareness of the benefits of the ReWalk Personal Exoskeleton among individuals with workers' compensation coverage and gain us access to the resources of CorLife to facilitate efficient processing of claims.

In December 2025, we announced a distribution agreement with Verita Neuro, a provider of intensive neurological rehabilitation services. Pursuant to the agreement, Verita Neuro will serve as a distributor of the ReWalk Personal Exoskeleton in certain international markets, including Mexico, Thailand and the United Arab Emirates. Through its network of rehabilitation centers, Verita Neuro integrates advanced technologies and therapies to support individuals with neurological injuries. We believe this agreement will expand access to the ReWalk Personal Exoskeleton in additional international markets and support broader adoption of our technology.

Our principal markets are primarily in the United States and Europe with some lesser sales in Asia, the Middle East and South America. We sell our products primarily directly in the United States, through a combination of direct sales and distributors (depending on the product line) in Germany and Canada, and primarily through distributors in other markets. In markets where we sell direct to consumers, we have established relationships with clinics and rehabilitation centers, professional and college sports teams, individuals and organizations in the SCI community, and in markets where we do not sell direct to consumers, our distributors maintain these relationships. We have primary offices in Yokneam, Israel, Hudson, Massachusetts, and Berlin, Germany.

We have in the past generated and expect to generate in the future revenue from a combination of clinics and rehabilitation centers, commercial distributors, third-party payors (including private and government payors), professional and college sports teams, and self-pay individuals. While a broad uniform policy of coverage and reimbursement by third-party commercial payors currently does not exist in the United States for exoskeleton technologies such as the ReWalk Personal Exoskeleton, we are pursuing various paths of reimbursement and support fundraising efforts by institutions and clinics, such as the VHA policy that was issued in December 2015 for the evaluation, training, and procurement of ReWalk Personal Exoskeleton systems for all qualifying veterans living with SCI across the United States.

We have engaged with CMS regarding the Medicare coverage framework applicable to personal exoskeletons. In 2024, the National Spinal Cord Injury Statistical Center, which maintains the world's largest database on spinal cord injury research, reported that CMS is the primary payor for approximately 57% of the SCI population that is at least five years post-injury, with Medicare representing a majority of this percentage. In July 2020, following a successful submission and hearing process, a code was issued for ReWalk Personal Exoskeleton, which may be used for purposes of claim submission to Medicare, Medicaid, and other payors.

On November 1, 2023, CMS released the Calendar Year 2024 Home Health Prospective Payment System Final Rule, CMS-1780-F ("Final Rule"), which was adopted through the notice and comment rulemaking process. The Final Rule includes a policy confirming that personal exoskeletons are included in the Medicare brace benefit category, as of January 1, 2024. Medicare personal exoskeleton claims with dates of service on or after January 1, 2024 that are billed using HCPCS code K1007 are assigned to the brace benefit category. CMS reimburses items classified under the brace benefit category using a lump-sum payment methodology.

On April 11, 2024, CMS revised its April 2024 Durable Medical Equipment, Prosthetics, Orthotics, and Supplies Fee Schedule to include a final lump-sum Medicare purchase fee schedule amount for personal exoskeletons (HCPCS code K1007) with an established rate of $91,032. CMS determined this payment rate using a "gap-filling" methodology, which is applied when a technology has no prior fee schedule pricing history. In establishing the payment amount for HCPCS code K1007, CMS considered available pricing information for exoskeleton devices from Lifeward and other manufacturers.

In June 2025, an Administrative Law Judge ("ALJ") ruled in favor of a Medicare beneficiary's appeal and determined that their ReWalk Personal Exoskeleton shall be covered and reimbursed by Medicare as a "reasonable and necessary" medical device that enables walking after SCI. The ruling related to the individual beneficiary's claim and does not constitute a national Medicare coverage determination or establish that all future claims for the ReWalk Personal Exoskeleton will be approved.

In Germany, we continue to make progress toward achieving coverage from the various government, private and worker's compensation payors for our SCI Products. In September 2017, each of German insurer BARMER GEK ("BARMER") and national social accident insurance provider Deutsche Gesetzliche Unfallversicherung indicated that they will provide coverage to users who meet certain inclusion and exclusion criteria. In February 2018, the head office of German Statutory Health Insurance ("SHI") Spitzenverband confirmed its decision to list the ReWalk Personal Exoskeleton system in the German Medical Device Directory. This decision means that ReWalk is listed among all medical devices for compensation, which SHI providers can procure for any approved beneficiary on a case-by-case basis. During the years 2020 and 2021, we announced several new agreements with German SHIs, including Techniker Krankenkasse (TK) and DAK Gesundheit, as well as the first German Private Health Insurer, which outline the process of obtaining our devices for eligible insured patients. In February 2025, we finalized an agreement with BARMER to formalize the reimbursement process for the provision of ReWalk exoskeletons to medically eligible beneficiaries. We are also currently working with several additional SHIs on securing a formal operating contract that will establish the process of obtaining a ReWalk Personal Exoskeleton for their beneficiaries within their system. Additionally, to date, several private insurers in the United States and Europe are providing reimbursement for ReWalk in certain cases.

In February 2026, we entered into an Intellectual Property Assignment and Technology Transfer Agreement with Skelable Ltd., an Israeli technology company, pursuant to which we agreed to acquire certain intellectual property and related technology assets associated with a powered upper-body robotic orthotic system designed to assist individuals with impaired upper-limb function, including stroke survivors. The transaction was completed on May 18, 2026. The consideration included cash and ordinary shares issued at closing, as well as the potential issuance of additional ordinary shares upon the achievement of specified future milestones.

In March 2026, we closed the previously announced acquisition of all of the outstanding equity interests of Oratech from Oramed. In connection with the transaction, we will develop ORMD-0801, an oral protein delivery technology. We are advancing preparations for a planned Phase 2 trial for ORMD-0801. See "-Strategic Transaction" below for additional details.

In November 2026, a Belgian regulatory authority informed us that it believes that our Neo and Neo+ Anti-Gravity Treadmill products, which have been placed on the European Union market as Class I medical devices, should be classified at least as Class IIa medical devices under Regulation (EU) 2017/745. We are evaluating and implementing appropriate corrective actions, including reclassification of such products and the applicable conformity-assessment process. The Company does not currently expect the matter to interrupt its ability to market the affected products in the European Union during the applicable transition period; however, the Company's ability to continue marketing the affected products thereafter will depend on timely completion of the required regulatory process.

Reverse Share Split

On February 24, 2026, the Company effected a one-for-twelve reverse share split of its ordinary shares. As a result, every twelve issued and outstanding ordinary shares were automatically combined into one ordinary share, reducing the number of issued and outstanding ordinary shares from 18,339,098 to 1,528,207. No fractional shares were issued; fractional shares were rounded down to the nearest whole share.

The reverse share split did not affect the authorized share capital, other than the concurrent increase in authorized ordinary shares from 75,000,000 to 100,000,000. Appropriate adjustments were made to outstanding warrants, pre-funded warrants, options and other equity awards. All share and per-share amounts in this quarterly report have been retroactively adjusted to reflect the reverse share split.

Third Quarter 2026 Business Highlights

•

AlterG performance. AlterG revenue increased 18% to $3.6 million in the third quarter of 2026 compared to the third quarter of 2025, primarily reflecting higher U.S. unit shipments, together with increased service revenue and improved average selling prices. This marks the second consecutive quarter of double-digit year-over-year revenue growth for AlterG.

•

ReWalk distribution strategy. The Company is shifting ReWalk from direct sales to partnerships with established home and durable medical equipment providers and patient care organizations that can bring the ReWalk Personal Exoskeleton to patients across the United States. These partnerships build on the Company's existing channels, including CorLife, its exclusive distributor for patients with workers' compensation claims, and the pilot program the Company launched in August 2026 with Ottobock Care, a leading U.S. mobility technology patient care organization with more than 50 patient clinics nationwide. While the transition has affected the timing of ReWalk sales in the near term, the Company believes channel partnerships have the potential to support long-term revenue growth and is focused on expanding its partner network. Selling through partners on wholesale terms is also designed to reduce the Company's operating expenses and may accelerate cash collection compared with direct sales.

•

Reimbursement. ReWalk is eligible for Medicare coverage for clinically appropriate beneficiaries under an established fee schedule and is covered by certain Medicare Advantage plans, including plans offered by Aetna, Humana and UnitedHealthcare, subject to applicable coverage criteria and authorization requirements. Medicare Fee-for-Service and certain Medicare Advantage plans are authorizing ReWalk for clinically appropriate patients, and the Company believes this reimbursement infrastructure positions its channel partners to reach more eligible patients.

•

Clinical evidence. In September and October 2026, the Company announced the publication of two peer-reviewed studies of the ReWalk Personal Exoskeleton. The first reported improved performance of daily activities, higher satisfaction and lower pain compared with wheelchair use. The second, a long-term real-world study, reported sustained home use over a median of 33 months with no reported falls or exoskeleton-related fractures during the study period.

•

AI-enabled rehabilitation. The Company is continuing development of its upper-body exoskeleton technology, including AI-enabled capabilities. The Company is also evaluating additional AI-enabled capabilities for potential inclusion in its product-development pipeline.

Results of Operations for the Three and Nine Months Ended September 30, 2026 and September 30, 2025

Our operating results for the three and nine months ended September 30, 2026, as compared to the same period in 2025, are presented below. The results set forth below are not necessarily indicative of the results to be expected in future periods.

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Revenues		$	5,428			$	6,195			$	15,974			$	16,953
Cost of revenues			3,941				3,488				10,436				9,613
Gross profit			1,487				2,707				5,538				7,340
Operating expenses:
Research and development, net			1,941				721				9,540				2,406
Sales and marketing			3,351				3,168				10,153				10,790
General and administrative			2,165				1,958				6,306				5,917
Impairment charges			-				-				-				2,783
Total operating expenses			7,457				5,847				25,999				21,896
Operating loss			(5,970	)			(3,140	)			(20,461	)			(14,556	)
Financial expense (income), net			(926	)			23				6,879				(8	)
Loss before income taxes			(5,044	)			(3,163	)			(27,340	)			(14,548	)
Taxes on income			8				7				24				18
Net loss		$	(5,052	)		$	(3,170	)		$	(27,364	)		$	(14,566	)
Net loss per ordinary share, basic and diluted		$	(1.32	)		$	(2.37	)		$	(9.91	)		$	(13.87	)
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted (1)			3,836,950				1,335,117				2,760,466				1,050,290

(1)

Reflects the one-for-twelve reverse share split that became effective on February 24, 2026.

Three and Nine Months Ended September 30, 2026 Compared to Three and Nine Months Ended September 30, 2025

Revenue

Our revenue for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Revenues		$	5,428			$	6,195			$	15,974			$	16,953

Revenues are derived from the sale of ReWalk, AlterG, ReStore, and MyoCycle systems. We also generate revenue from the sale of extended warranties and the provision of repair services for the products that we sell.

Revenue was $5.4 million during the three months ended September 30, 2026, a decrease of $0.8 million, or 12%, compared to the three months ended September 30, 2025. The decrease reflected lower ReWalk revenue of $1.3 million, primarily driven by lower sales in Europe and the U.S., including the near-term effect of our transition of ReWalk from a direct-sales model to a channel-partner distribution model, partially offset by higher AlterG revenue of approximately $0.5 million, primarily reflecting higher unit shipments in the U.S., together with increased service revenue and improved average selling prices.

We are advancing relationships with established providers to expand patient access to the ReWalk Personal Exoskeleton. While the transition may affect the timing of ReWalk sales in the near term, we believe it may support broader access to ReWalk and long-term revenue growth.

Revenues decreased by $1.0 million, or 6%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease primarily reflected a $0.9 million decrease in ReWalk revenue, driven by lower average selling prices and a less favorable sales mix within the ReWalk product line, reflecting a shift toward lower-margin segments, as well as a $0.1 million decrease in MyoCycle revenue resulting from lower unit sales.

In the future, we expect our growth to be primarily driven by sales of our ReWalk Personal device through expansion of coverage and reimbursement by commercial, government third-party payors and through channel partnerships. We also expect increased shipments of our AlterG Anti-Gravity systems over time as we continue to expand our penetration of rehabilitation clinics in the U.S. and internationally.

Gross Profit

Our gross profit for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Gross profit		$	1,487			$	2,707			$	5,538			$	7,340

Gross profit was $1.5 million, or 27.4% of revenue, for the three months ended September 30, 2026, compared to $2.7 million, or 43.7% of revenue, for the three months ended September 30, 2025. The decrease in gross margin was primarily attributable to adverse foreign exchange rate fluctuations, revenue sharing expense related to the Oramed transaction, higher freight costs and tariffs.

Gross profit was 34.7% of revenue for the nine months ended September 30, 2026, compared to 43.3% of revenue, for the nine months ended September 30, 2025. The decrease in gross margin primarily reflected the impact of adverse foreign exchange rate fluctuations, higher freight costs and tariffs, increased component costs, revenue sharing expense related to the Oramed transaction and higher personnel-related expenses.

Subject to the realization of higher revenue volumes and planned cost efficiencies, we expect gross profit and gross margin to improve over time as higher revenue volumes improve the absorption of fixed manufacturing overhead and as we continue to realize operational efficiencies and cost reduction initiatives.

Research and Development Expenses, net

Our research and development expenses, net, for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Research and development expenses, net		$	1,941			$	721			$	9,540			$	2,406

Research and development expenses were $1.9 million for the three months ended September 30, 2026, an increase of $1.2 million, compared to the three months ended September 30, 2025. The increase was primarily attributable to approximately $0.5 million of clinical trial and CRO service costs related to the Oratech clinical trial, together with higher development costs related to the AlterG project and development activities associated with the Skelable technology following its acquisition.

Research and development expenses were $9.5 million for the nine months ended September 30, 2026, an increase of $7.1 million compared to the nine months ended September 30, 2025. The increase was primarily attributable to a one-time acquired IPR&D charge of approximately $4.9, which was expensed upon completion of the Oratech acquisition because the acquired IPR&D had no alternative future use, approximately $1.3 million of clinical trial and CRO service costs related to the Oratech clinical trial, together with higher development costs related to the AlterG project and ongoing development activities associated with the Skelable technology following its acquisition.

We expect to focus our research and development efforts on product improvements and ongoing enhancements to our current products, as well as initiatives aimed at reducing material costs for our ReWalk and AlterG product lines. In addition, we commenced development and integration activities related to the technologies acquired as part of the Skelable transaction and expect to continue investing in these initiatives.

Sales and Marketing Expenses

Our sales and marketing expenses for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Sales and marketing expenses		$	3,351			$	3,168			$	10,153			$	10,790

Sales and marketing expenses were $3.4 million for the three months ended September 30, 2026, an increase of $0.2 million, or 6%, compared to the three months ended September 30, 2025. The increase was primarily attributable to higher spending on trade shows and digital marketing.

Sales and marketing expenses were $10.2 million for the nine months ended September 30, 2026, a decrease of $0.6 million, or 6%, compared to the nine months ended September 30, 2025. The decrease was primarily attributable to reduced spending on commercial and reimbursement-related activities as well as lower spending on marketing.

In the near term, our sales and marketing expenses are expected to be driven by our efforts to facilitate growth in sales of our commercial product lines, expand reimbursement coverage for our ReWalk Personal Exoskeleton device, support training activities of ReWalk customers, promote sales through channel partners, and increase adoption of our AlterG Anti-Gravity systems through greater penetration of rehabilitation clinics and hospitals and expansion of our distributor network internationally.

General and Administrative Expenses

Our general and administrative expenses for the three and nine months ended September 30, 2026 and 2025 were as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
General and administrative expenses		$	2,165			$	1,958			$	6,306			$	5,917

General and administrative expenses were $2.2 million for the three months ended September 30, 2026, an increase of $0.2 million, or 11%, compared to the same period in 2025. The increase was primarily attributable to higher personnel-related costs and professional services expenses as well as restructuring expenses recorded in the current period.

General and administrative expenses were $6.3 million for the nine months ended September 30, 2026, an increase of $0.4 million, or 7%, compared to the same period in 2025. The increase was primarily attributable to one-time professional and legal expenses related to the strategic transaction with Oramed and related financing activities, as well as unfavorable foreign exchange rate fluctuations. These increases were partially offset by the absence of bad debt expense recognized in the prior-year period.

Impairment Charges

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Impairment charges		$	-			$	-			$	-			$	2,783

No impairment charges were recognized during the three and nine months ended September 30, 2026. During the nine months ended September 30, 2025, we recognized a non-cash goodwill impairment charge of $2.8 million, primarily resulting from the sustained decline in our share price, which resulted in our market capitalization falling below our carrying value. The impairment charge did not impact our liquidity, cash flows or ongoing operations.

Financial Expense (income), Net

Our financial expense (income), net, for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Financial expense (income), net		$	(926	)		$	23			$	6,879			$	(8	)

Financial expense (income), net, decreased by $0.9 million, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. The decrease was primarily attributable to a $1.3 million non-cash gain from fair value changes in warrant and derivative liabilities associated with the Company's financing transactions, partially offset by approximately $0.5 million of interest expense related to the Company's convertible notes.

Financial expense (income), net, increased by $6.9 million for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The increase was primarily attributable to a $5.0 million non-cash loss resulting from changes in the fair value of warrant and derivative liabilities associated with the Company's financing transactions and the Oratech acquisition, as well as approximately $1.7 million of interest expense related to the Company's convertible notes.

Income Taxes

Our income tax for the three and nine months ended September 30, 2026 and 2025 was as follows (in thousands):

		Three Months Ended September 30,								Nine Months Ended September 30,
		2026				2025				2026				2025
Taxes on income		$	8			$	7			$	24			$	18

Income taxes increased by $1 thousand, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily due to higher taxable income in a foreign jurisdiction.

Income taxes increased by $6 thousand for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025, reflecting higher taxable income in a foreign jurisdiction.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies or our critical judgments from the information provided in "Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies" of our 2025 Form 10-K, except for the updates provided in Note 3 of our unaudited condensed consolidated financial statements set forth in "Part I, Item 1. Financial Statements" of this quarterly report.

Liquidity and Capital Resources

Sources of Liquidity and Outlook

Since inception, we have funded our operations primarily through the sale of our equity securities and convertible notes to investors in private placements, the sale of our equity securities in public offerings, cash exercises of outstanding warrants, the incurrence of bank debt and loans.

As of September 30, 2026, we had cash and cash equivalents of $4.5 million. We had an accumulated deficit in the total amount of $312.1 million as of September 30, 2026 and further losses are anticipated in the development of our business. These factors raise substantial doubt about our ability to continue as a going concern. The ability to continue as a going concern is dependent upon us obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

We intend to seek to fund our operating costs over the next twelve months through a combination of existing cash on hand, measures intended to reduce operating cash expenditures and potential future issuances of equity and debt securities. However, our existing cash resources are not expected to be sufficient to fund our anticipated operating requirements for the next twelve months, and our ability to continue operations depends on obtaining additional financing and/or achieving sufficient reductions in expenditures. There can be no assurance that additional financing will be available when needed or on acceptable terms, or that planned cost reductions will be sufficient.

The unaudited condensed consolidated financial statements included elsewhere in this quarterly report have been prepared assuming we will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The consolidated financial statements for the three and nine months ended September 30, 2026 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to our ability to continue as a going concern.

As of September 30, 2026, we also had approximately $10.7 million of noncancelable purchase commitments, substantially all of which are payable within the following twelve months. These commitments, together with our anticipated operating expenses, debt service obligations and planned product development activities, represent significant demands on our available liquidity.

We expect to incur future net losses and our transition to profitability is dependent upon, among other things, the successful development and commercialization of our products and product candidates, the establishment of contracts for the distribution of new product lines, or the acquisition of additional product lines, any of which, or in combination, would contribute to the achievement of a level of revenue adequate to support our cost structure. Until we achieve profitability or generate positive cash flows, we will continue to need to raise additional cash from time to time.

We intend to fund future operations through cash on hand, additional private and/or public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the foregoing. In addition, we may seek additional capital through arrangements with strategic partners or from other sources and we will continue to address our cost structure. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability or positive cash flows from operations.

Our anticipated primary uses of cash are funding (i) sales, marketing, and promotion activities related to market development for our ReWalk Personal Exoskeleton device and AlterG Anti-Gravity system, broadening third-party payor and CMS coverage for our ReWalk Personal Exoskeleton device and commercializing our new product lines added through distribution agreements; (ii) development of future generation designs for our ReWalk device, new AlterG products utilizing DAP technology, advancement of the ORMD-0801 development program and related clinical activities and the development and commercialization of the upper-body exoskeleton technology acquired from Skelable for potential personal health and rehabilitation applications across multiple indications; (iii) routine product updates; (iv) potential acquisitions of businesses and (v) general corporate purposes, including working capital needs. Our future cash requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the timing and extent of our spending on research and development efforts, the attractiveness of potential acquisition candidates and international expansion. If our current estimates of revenue, expenses or capital or liquidity requirements change or are inaccurate, we may seek to sell additional equity or debt securities, arrange for additional bank debt financing, or refinance our indebtedness. There can be no assurance that we will be able to raise such funds on acceptable terms. For more information, see "Part I, Item 1A. Risk Factors-We have concluded that there is substantial doubt as to our ability to continue as a going concern" of our 2025 Form 10-K.

Equity Raises

We have an effective registration statement on Form S-3 covering up to $100 million of securities. Because our public float is currently less than $75 million, the aggregate market value of securities that we may sell in primary offerings pursuant to General Instruction I.B.6 of Form S-3 is generally limited to one-third of our public float during any 12-month period, subject to applicable eligibility requirements and the calculation of securities previously sold under that instruction, which may limit our ability to raise additional capital through registered public offerings.

Equity Offerings and Warrant Exercises

On January 7, 2025, we entered into a purchase agreement with certain institutional investors for the issuance and sale of 151,515 ordinary shares and ordinary warrants to purchase up to an aggregate of 151,514 ordinary shares at an exercise price of $33.00 per share. Each ordinary share was sold at an offering price of $33.00. The offering of the ordinary shares and the ordinary shares that are issuable from time to time upon exercise of the ordinary warrants was made pursuant to our shelf registration statement on Form S-3 initially filed with the SEC on March 30, 2022, and declared effective by the SEC on May 16, 2022 (the "2022 Shelf Registration Statement"), and the ordinary warrants were issued in a concurrent private placement. The warrants became exercisable upon issuance and expire three years after the issuance date. The offering closed on January 8, 2025. Additionally, we issued warrants to purchase up to 9,088 ordinary shares, with an exercise price of $41.25 per share, exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending three years from the date of issuance, to certain representatives of H.C. Wainwright & Co., LLC ("HCW") as compensation for its role as the placement agent in January 2025 private placement offering.

On March 7, 2025, we entered into an At-the-Market Offering Agreement (the "ATM Agreement") with HCW, pursuant to which we could, from time to time, offer and sell our ordinary shares having an aggregate offering price of up to $5.5 million through HCW acting as our sales agent. Sales of ordinary shares under the ATM Agreement were permitted at prevailing market prices or as otherwise agreed with HCW, subject to the terms of the agreement. We are not obligated to make any sales under the ATM Agreement and may suspend or terminate the program at any time at our discretion.

During the year ended December 31, 2025, we sold 289,903 ordinary shares under the ATM Agreement at an average price of $9.67 per share for total gross proceeds of approximately $2.8 million. The Company paid aggregate fees and commissions of $0.1 million to HCW and incurred other expenses of approximately $0.2 million, resulting in net proceeds of approximately $2.5 million. Upon the expiration of the 2022 Shelf Registration Statement, our ability to offer or sell ordinary shares under our ATM Agreement terminated.

On June 25, 2025, we entered into a securities purchase agreement with certain institutional investors for the issuance and sale of 333,333 ordinary shares and warrants to purchase up to an aggregate of 333,328 ordinary shares at an exercise price of $7.80 per share. Each ordinary share was sold at a combined offering price of $7.80 together with a warrant to purchase one ordinary share. The offering of the ordinary shares and the ordinary shares issuable upon exercise of the warrants was made pursuant to our registration statement on Form S-1, as amended, filed with the SEC on June 20, 2025, and declared effective by the SEC on June 25, 2025. The warrants became exercisable upon issuance and expire five years after the issuance date. The offering closed on June 26, 2025. Additionally, we issued warrants to purchase up to 20,000 ordinary shares, with an exercise price of $9.75 per share, exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending five years from the date of issuance, to certain representatives of HCW as compensation for its role as the placement agent in the June 2025 public offering.

The warrants issued in the January 2025 private placement and the June 2025 public offering are considered freestanding instruments. As the warrants are indexed to our ordinary shares and meet the criteria for equity classification, they are recorded in shareholders' equity on our consolidated balance sheets.

Strategic Transaction

On March 25, 2026, we completed the acquisition of Oratech and related financing arrangements with Oramed and certain other investors. In connection with the transaction, we issued to Oramed ordinary shares and pre-funded warrants representing up to 49.99% of our fully diluted equity capitalization, with the number of ordinary shares issued at closing not exceeding 45% of our outstanding ordinary shares immediately after closing. We also issued transaction warrants and agreed to make quarterly revenue sharing payments based on future sales, subject to certain caps and termination events.

In connection with the transaction, we also entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Oramed and certain investors providing for the issuance of up to $20.0 million of senior secured convertible notes, including $10.0 million issued at closing (the "New Notes"), together with accompanying warrants.

In connection with the transaction, we received bridge financing from Oramed. On November 14, 2025, we entered into a Secured Promissory Note (the "Original Note") with Oramed Ltd., pursuant to which we issued to Oramed Ltd. a secured promissory note in the principal amount of $3.0 million. The loan bore interest at a rate of 15% per annum, was secured by a lien on our cash, and was to mature on May 14, 2026.

In February and March 2026, the Company entered into additional Secured Promissory Notes (the "Additional Notes") with Oramed, pursuant to which the Company issued non-convertible secured promissory notes in the aggregate principal amount of $1.025 million. The Additional Notes were secured by a lien on the Company's cash, accrued interest at a rate of 24% per annum, and were to mature on the earlier of August 12, 2026, or the failure to obtain shareholder approval of the transactions contemplated by the Securities Purchase Agreement and the SPA. The Company derecognized the Original Note and the Additional Notes in connection with the exchange of such notes for the New Notes.

On June 30, 2026, the Company entered into an amended and restated senior secured convertible note, an amended and restated common warrant and an amended and restated pre-funded warrant (collectively, the "Amended and Restated Note and Warrant Documents"). The Amended and Restated Note and Warrant Documents, among other things, provide for pari passu treatment of the Company's outstanding senior secured convertible notes, revise certain contingent redemption provisions and modify certain beneficial ownership limitation provisions. Upon execution of the Amended and Restated Note and Warrant Documents, the Company remeasured the warrant liability and embedded derivative liability to fair value and reassessed their classification. The Company concluded that the warrants and the embedded conversion feature met the criteria for equity classification. Accordingly, the warrant liability and embedded derivative liability were reclassified to equity.

On July 6, 2026, pursuant to a securities purchase agreement entered into on June 30, 2026 with certain investors and Oramed, as collateral agent, we issued $5.6 million aggregate principal amount of senior secured convertible notes (the "July Notes") and accompanying freestanding warrants to purchase ordinary shares. The July Notes bear interest at 8% per annum, mature three years after issuance and have an initial conversion price of $5.40 per ordinary share. The warrants have an initial exercise price of $5.40 per share and a five-year term. The securities purchase agreement also provides for an additional $5.6 million aggregate principal amount of senior secured convertible notes and accompanying warrants, subject to specified closing conditions including unit sales and share price targets, and there can be no assurance that such conditions will be satisfied or that the additional financing will be consummated.

Cash Flows for the Nine Months Ended September 30, 2026 and 2025 (in thousands):

		Nine Months Ended September 30,
		2026				2025
Net cash used in operating activities		$	(16,064	)		$	(13,271	)
Net cash used in investing activities			(28	)			(5	)
Net cash provided by financing activities			18,502				8,425
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash			(9	)			103
Net cash flow		$	2,401			$	(4,748	)

Net Cash used in Operating Activities

Net cash used in operating activities increased by $2.8 million, or 21%, to $16.1 million for the nine months ended September 30, 2026, compared to $13.3 million for the corresponding period in 2025. The increase was primarily attributable to a higher net loss, adjusted for non-cash items, of $14.6 million, compared to $11.7 million in the corresponding period in 2025, mainly reflecting higher research and development expenses, including costs related to the Oratech clinical trial, and lower gross profit.

Net Cash used in Investing Activities

Net cash used in investing activities increased by $23 thousand for the nine months ended September 30, 2026 compared to the corresponding period in 2025, primarily due to increased purchases of property and equipment.

Net Cash provided by Financing Activities

Net cash provided by financing activities for the nine months ended September 30, 2026 increased by $10.1 million compared to the nine months period in 2025. Net cash provided by financing activities during the 2026 period was primarily attributable to proceeds from the Company's financing transactions, including the issuance of additional convertible notes and cash received in connection with the July Notes, together with $6.5 million of cash received in connection with the Oratech acquisition. Net cash provided by financing activities during the comparable 2025 period primarily consisted of proceeds from the Company's registered direct offering, at-the-market offering and public offering.

Obligations and Contractual Commitments

Set forth below is a summary of our contractual obligations as of September 30, 2026.

		Payments due by period (in thousands)
Contractual obligations		Total				Less than 1 year				1-3 years				3-5 years
Purchase obligations (1)		$	10,663			$	10,663			$	-			$	-
Operating lease obligations (2)			3,021				802				1,481				738
Total		$	13,684			$	11,465			$	1,481			$	738

	(1)	Purchase obligations consist of non-cancelable purchase orders with suppliers for the manufacture of our ReWalk systems produced in-house and for AlterG Anti-Gravity systems manufactured by our contract manufacturer, Cirtronics Corporation. Purchase orders are placed with suppliers based on our sales forecasts and anticipated production requirements.
	(2)	Our operating leases consist of leases for our facilities in the United States and Israel and motor vehicles. The Company's facility arrangement in Germany is renewed annually and is not included in the contractual obligations table.

We calculated the payments due under our operating lease obligation for our Israeli office that are to be paid in NIS at a rate of exchange of NIS 3.063: $1.00 which was the applicable exchange rate as of September 30, 2026.