Issuer Free Writing Prospectus dated October
17, 2017
Filed Pursuant to Rule 433
Registration Statement on Form S-1 (File
No. 333-220545)
Relating to the Preliminary Prospectus
dated October 17, 2017
ReWalk Robotics
Ltd. (the “Company” or “ReWalk”) has filed a registration statement on Form S-1, including a preliminary
prospectus (the “Preliminary Prospectus”), with the Securities and Exchange Commission (the “SEC”) for
the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus in that registration
statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering.
You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. To review the as-filed copy of the registration
statement containing the Preliminary Prospectus, click the following link:
https://www.sec.gov/Archives/edgar/data/1607962/000114420417052723/0001144204-17-052723-index.htm
. Alternatively, copies of the Preliminary
Prospectus may be obtained from Canaccord Genuity Inc., Attention: Equity Syndicate Department, 99 High Street, Boston, Massachusetts
02110, by telephone at (617) 371-3900, or by email at prospectus@canaccordgenuity.com.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 17, 2017
ReWalk Robotics Ltd.
(Exact name of registrant as specified in
its charter)
Israel
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001-36612
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N/A
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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3 Hatnufa
St., Floor 6, Yokneam Ilit, Israel
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2069203
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code:
+972.4.959.0123
Not applicable
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(Former name or former address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
ý
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
ý
Item 2.02 Results
of Operations and Financial Condition.
ReWalk Robotics Ltd.’s
(“
ReWalk
” or the “
Company
”) preliminary results of operations for the three
and nine months ended September 30, 2017 are below.
Revenues
were approximately $1.7 million and $6.2 million for the three and nine months ended September 30, 2017,
respectively, compared to revenues of $1.4 million and $4.3 million for the three and nine months ended September 30, 2016,
respectively. The Company derived approximately 68% of its revenues from the United States for the nine months ended
September 30, 2017, compared to 70% for the nine months ended September 30, 2016. The remaining 32% in revenues originated in
Europe for the nine months ended September 30, 2017, compared to 21% originating in Europe and 9% originating in Asia-Pacific
for the nine months ended September 30, 2016. This increase in revenue for the three and nine months ended September 30,
2017, compared to the same periods in 2016, was primarily due to sales mix, including higher sales to the Veterans’
Administration for use in an ongoing clinical study (reaching, as of September 30, 2017, 60 units placed as part of the study
since its inception in the fourth quarter of 2015) and an increase in the conversion of rental units into purchases. The
Company placed 16 and 84 units during the three and nine months ended September 30, 2017, respectively, compared to 23 and 80
units during the three and nine months ended September 30, 2016, respectively. During the three and nine months ended
September 30, 2017, seven and 34 unit placements were covered by insurance, respectively, compared to 13 and 41 unit
placements covered by insurance, respectively, during the three and nine months ended September 30, 2016. As of September 30,
2017, there were 218 pending insurance claims relating to coverage for ReWalk devices, compared to 149 as of September 30,
2016.
In addition, cash and
cash equivalents were approximately $12.9 million as of September 30, 2017, compared to $12.4 million as of September 30, 2016
and $23.7 million as of December 31, 2016.
The above preliminary
results are based on management’s preliminary financial analysis, and the unaudited consolidated condensed financial statements
of the Company for the three and nine months ended September 30, 2017 are not yet available. These results are subject to the completion
of the Company’s financial closing procedures and any adjustments that may result from the completion of the quarterly review
of the Company’s unaudited consolidated condensed financial statements. The Company’s independent registered public
accounting firm has not audited, reviewed or performed any procedures with respect to these preliminary results. These preliminary
results may differ materially from the actual results that will be reflected in the Company’s unaudited consolidated condensed
financial statements for the three and nine months ended September 30, 2017 when they are completed.
Forward-Looking Statements
In
addition to historical information, this Current Report on Form 8-K contains forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, and Section 21E of the U.S.
Securities Exchange Act of 1934. Such forward-looking statements may include projections regarding ReWalk’s future performance
and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “future,” “will,” “should,”
“would,” “seek” and similar terms or phrases. The forward-looking statements contained in this Current
Report on Form 8-K are based on management’s current expectations, which are subject to uncertainty, risks and changes in
circumstances that are difficult to predict and many of which are outside of ReWalk’s control. Important factors that could
cause ReWalk’s actual results to differ materially from those indicated in the forward-looking statements include, among
others: ReWalk’s expectations regarding future growth, including its ability to increase sales in its existing geographic
markets, expand to new markets and achieve its planned expense reductions; the conclusion of ReWalk’s management for the
financial statements for the second quarter of 2017 and for fiscal 2016, and the opinion of ReWalk’s auditors in their report
on the Company’s financial statements for fiscal 2016, that there are substantial doubts as to ReWalk’s ability to
continue as a going concern; ReWalk’s ability to maintain and grow its reputation and the market acceptance of its products;
ReWalk’s ability to achieve reimbursement from third-party payors for its products; ReWalk’s expectations as to its
clinical research program and clinical results; ReWalk’s expectations as to the results of, and the Food and Drug Administration’s
potential regulatory developments with respect to, ReWalk’s mandatory post-market 522 surveillance study; the outcome of
ongoing shareholder class action litigation relating to ReWalk’s initial public offering; ReWalk’s ability to repay
its secured indebtedness; ReWalk’s ability to improve its products and develop new products; ReWalk’s ability to maintain
adequate protection of its intellectual property and to avoid violation of the intellectual property rights of others; ReWalk’s
ability to gain and maintain regulatory approvals; ReWalk’s ability to secure capital from its equity and debt financings
in light of limitations under its Form S-3, the price range of its ordinary shares and conditions in the financial markets, and
the risk that such financings may dilute ReWalk’s shareholders or restrict its business; ReWalk’s ability to use effectively
the proceeds of any offerings of its ordinary shares; ReWalk’s ability to maintain relationships with existing customers
and develop relationships with new customers; the impact of the market price of ReWalk’s ordinary shares on the determination
of whether ReWalk is a passive foreign investment company; ReWalk’s compliance with medical device reporting regulations
to report adverse events involving its products and the potential impact of such adverse events on ReWalk’s ability to market
and sell its products; and other factors discussed under the heading “Risk Factors” in ReWalk’s Annual Report
on Form 10-K for the year ended December 31, 2016, as amended, filed with the U.S. Securities and Exchange Commission and other
documents subsequently filed with or furnished to the U.S. Securities and Exchange Commission. Any forward-looking statement made
in this Current Report on Form 8-K speaks only as of the date hereof. Factors or events that could cause ReWalk’s actual
results to differ from the statements contained herein may emerge from time to time, and it is not possible for ReWalk to predict
all of them. Except as required by law, ReWalk undertakes no obligation to publicly update any forward-looking statements, whether
as a result of new information, future developments or otherwise.
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