Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
(b), (d)
Appointment of Chunlin (Allen) Han
Following Resignation of Ning Cong.
On May 14, 2019, Ms. Ning Cong notified the
board of directors (the “Board”) of ReWalk Robotics Ltd. (the “Company,” “we” or “us”)
of her decision to step down as a member of the Board, effective immediately. Ms. Cong’s decision was not due to any
disagreement with the Company’s management or Board. As previously disclosed, Ms. Cong was appointed by the Board pursuant
to the
investment agreement, dated March 6, 2018, between the Company
and Timwell Corporation Limited (“Timwell”), as amended by amendment no. 1 thereto, dated May 15, 2018 (the “Investment
Agreement”).
Pursuant
to the Investment Agreement, Timwell is currently entitled to designate one nominee to the Board as long as it maintains 75% ownership
of the ordinary shares of the Company it purchased under the Investment Agreement.
Timwell, through Realcan Ambrum Healthcare
Industry Investment (Shenzhen) Partnership Enterprise (Limited Partnership) (“Realcan Ambrum”), currently holds all
160,000 ordinary shares of the Company that it purchased.
To replace Ms.
Cong as a director, Timwell nominated Mr. Chunlin (Allen) Han. On May 15, 2019, the Company’s nominating and corporate governance
committee recommended that Mr. Han be appointed as a director of the Company and the Board subsequently approved Mr. Han’s
appointment to the Board, effective the same day.
As a Class II director, Mr. Han will serve until the annual shareholders
meeting to be held in 2020 and thereafter until his respective successor is duly elected and qualified, or until his earlier death,
resignation or removal from the Board. For more information regarding the Investment Agreement, see “Part II, Item 7. Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Timwell Private Placement” in the Company’s
annual report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on February 8, 2019 and “Part
I, Item 1. Financial Statements—Note 7: Shareholder’s Equity—3. Investment Agreement” in the Company’s
quarterly report on Form 10-Q, filed with the SEC on May 8, 2019.
Mr. Han, 26, currently serves as an executive
director of Liquid Harmony Limited and head of investment and financing for Realcan Pharmaceutical Group Co. Ltd (“Realcan
Pharmaceutical”), a large distributor of medical drugs and equipment in China with access to more than 8,000 hospitals and
33,000 primary medical institutions. At RealCan Pharmacuetical, he has been instrumental in acquiring more than 50 distribution
companies and has participated in three joint venture investments. Mr. Han has a Bachelor of Science degree in pharmacology from
McGill University. His
father, Xu Han, and his mother, Renhua Zhang, indirectly
control Timwell affiliate Realcan
Ambrum, and Mr. Xu Han is the sole shareholder of Timwell.
As compensation for his services as director,
Mr. Han will be entitled to standard compensation available to non-employee directors of the Company as disclosed under “Director
Compensation” in the Company’s definitive proxy statement on Schedule 14A, filed with the SEC on February 19, 2019.
Additionally, in connection with his appointment, Mr. Han has entered into the Company’s standard form of indemnification
agreement, and will receive coverage under the Company’s directors’ and officers’ liability insurance policy.
Other than with respect to the above-described arrangements between ReWalk and Timwell and its affiliates, there are no transactions
in which Mr. Han has an interest requiring disclosure under Item 404(a) of Regulation S-K, and Mr. Han does not have any family
relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a
director or executive officer.