Item 1.01 Entry Into
a Material Definitive Agreement.
On October 27,
2016, ReWalk Robotics Ltd. (the “
Company
”) entered into an underwriting agreement (the “
Underwriting
Agreement
”) with Oppenheimer & Co. Inc. (the “
Underwriter
”), in connection with the public
offering by the Company of 3,250,000 units (the “
Units
”), with each Unit consisting of one of the Company’s
ordinary shares, par value NIS 0.01 per share (each, an “
Ordinary Share
” and collectively, the “
Ordinary
Shares”
), and 0.75 of a warrant to purchase one Ordinary Share (each, a “
Warrant
” and collectively,
the “
Warrants
”). Each Unit will be sold at a price of $3.75 per Unit. The Units will not be issued or certificated.
The Ordinary Shares and the Warrants shall be immediately separable and will be issued separately, but will be purchased together
in the offering. The Warrants will not be listed on the NASDAQ Global Market, any other national securities exchange or any other
nationally recognized trading system.
The Company is offering
the Units pursuant to a final prospectus supplement, dated October 27, 2016, supplementing the accompanying prospectus, dated May
9, 2016, included in the Company’s shelf registration statement on Form S-3 (File No. 333-209833), filed with the
U.S. Securities and Exchange Commission on February 29, 2016, as subsequently amended.
The Warrants will be
exercisable during the period commencing from the date of original issuance and ending on November 1, 2021, the expiration date
of the Warrants, at an initial exercise price of $4.75 per Ordinary Share. The exercise price and the number of Ordinary Shares
into which the Warrants may be exercised are subject to adjustment upon certain corporate events, including stock splits, reverse
stock splits, combinations, stock dividends, recapitalizations, reorganizations and certain other events. The Company’s board
of directors may also determine to make such adjustments to the exercise price and number of Ordinary Shares to be issued upon
exercise based on similar events, including the granting of stock appreciation rights, phantom stock rights or other rights with
equity features. At any time, the board of directors may reduce the exercise price of the Warrants to any amount and for any period
of time it deems appropriate.
If the Company enters
into a fundamental transaction, including mergers, sales or other conveyances of all or substantially all of its assets, tender
offers, purchase offers, exchange offers or reclassifications, each holder will become entitled to receive the same amount and
kind of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental
transaction if the holder had been, immediately prior to such fundamental transaction, the holder of the number of Ordinary Shares
then issuable upon exercise of such holder’s Warrants. Any successor to the Company, the surviving entity or the corporation
purchasing or otherwise acquiring such assets will be required to assume the obligation to deliver to the holder such alternate
consideration, and the other obligations, under the Warrants. Moreover, under certain circumstances, if a change of control (as
defined in the Warrants) occurs, holders of the Warrants may require the Company or any successor to the Company to repurchase
the remaining unexercised portion of such Warrants for an amount in cash equal to the value of the Warrants as determined in accordance
with the Black-Scholes option pricing model and the terms of the Warrants.
The Underwriting Agreement
contains customary representations and warranties, covenants, conditions to closing, indemnification obligations of the Company
and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and
termination provisions. Pursuant to the Underwriting Agreement, the Company granted the Underwriter an option to purchase up to
487,500 additional Units at the public offering price, less the underwriting discount, for 30 days after October 27, 2016. The
Company also agreed to pay the Underwriter a commission of 7.0% on the first $10.0 million of the gross proceeds raised in the
offering, plus 5.0% on gross proceeds over $10.0 million, and to reimburse the Underwriter for certain of its expenses.
The foregoing descriptions
of the Underwriting Agreement and the Warrants are not complete and are subject to, and qualified in their entirety by, the full
text of the Underwriting Agreement and the Form of Warrant, copies of which are filed as Exhibits 1.1 and 4.1, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.
Goldfarb, Seligman
& Co, Israeli counsel to the Company, has issued an opinion dated October 27, 2016, filed as Exhibit 5.1 hereto, on the legality
of the issuance and sale of the Ordinary Shares and the Warrants and the issuance of the Ordinary Shares issuable upon exercise
of the Warrants. White & Case LLP, U.S. counsel to the Company, has issued an opinion dated October 27, 2016, filed as Exhibit
5.2 hereto, on the enforceability of the Warrants.