As
filed with the Securities and Exchange Commission on May 9, 2019
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER THE
SECURITIES ACT OF 1933
ReWalk
Robotics Ltd.
(Exact
name of registrant as specified in its charter)
State
of Israel
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3842
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Not
Applicable
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(State
or Other Jurisdiction of
Incorporation or Organization)
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(Primary
Standard Industrial
Classification Code Number)
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(I.R.S.
Employer
Identification No.)
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3
Hatnufa St., Floor 6
Yokneam Ilit
2069203, Israel
+972 (4) 959-0123
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
ReWalk
Robotics Inc.
200 Donald Lynch Blvd.
Marlborough, MA 01752
(508) 251-1154
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
of all communications, including communications sent to agent for service, should be sent to:
Colin
J. Diamond, Esq.
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Aaron
M. Lampert, Adv.
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White
& Case LLP
1221
Avenue of the Americas
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Goldfarb
Seligman & Co.
98
Yigal Alon Street
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New
York, NY 10020
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Tel
Aviv 6789141, Israel
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Tel: (212)
819-8200
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Tel: +972
(3) 608-9999
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Approximate
date of commencement of proposed sale to the public
:
From
time to time after this Registration Statement becomes effective as determined by market conditions.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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Emerging
growth company ☒
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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 7(a)(2)(B) of the Securities Act.
☒
CALCULATION
OF REGISTRATION FEE
Title of
each class of securities to be registered
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Amount
to be
registered
(8)
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Proposed
maximum
offering price
per
unit
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Proposed
maximum
aggregate
offering price
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Amount
of
registration fee
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Primary Offering of Securities:
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Ordinary
Shares, par value NIS 0.25 per share
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Warrants
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Debt Securities
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Subtotal
(1)
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$
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75,000,000
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(2)
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$
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2,797.48
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(6)
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Primary
Offering of Securities Issuable Upon Exercise of Outstanding Securities
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Ordinary
Shares, par value NIS 0.25 per share, issuable upon the exercise of outstanding warrants
(3)
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97,496
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$
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118.75
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$
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11,577,650
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—
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(7)
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Secondary Offering of Securities:
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Ordinary Shares,
par value NIS 0.25 per share
(5)
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277,576
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$
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3.69
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(4)
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$
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1,024,255.44
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$
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71.56
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(6)
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Total
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$
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87,601,905.40
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$
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2,869.04
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(6)
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(1)
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An unspecified
aggregate initial offering price of each identified class (as may from time to time be offered at unspecified prices) is
being registered. The securities registered also include such
unspecified amounts and numbers of ordinary shares, warrants and debt securities as may be issued upon exercise of,
conversion of or
exchange for warrants or debt securities that provide for exercise, conversion or exchange. Separate consideration may or may
not be
received for securities that are issuable on exercise, conversion or exchange of other securities or that are issued in
units.
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(2)
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Pursuant
to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”),
which permits the registration fee to be calculated on the basis of the maximum offering
price of all the securities listed, and Instruction II.D of Form S-3, this table does
not specify by each class information as to the amount to be registered, proposed maximum
offering price per unit or proposed maximum aggregate offering price.
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(3)
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Represents
ordinary shares issuable upon the exercise of warrants previously registered (the “2016
Warrant Shares”), along with units consisting of ordinary shares and warrants,
on November 1, 2016 pursuant to the Company’s registration statement on Form S-3,
as amended (File No. 333-209833) (the “Expiring S-3 Registration Statement”).
The warrants have an exercise price of $118.75 (taking into account the Registrants 25-for-1
reverse share split effected on April 1, 2019) and are exercisable until November 1,
2021.
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(4)
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Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under
the Securities Act, based upon $3.69, the average of the high and low sales prices of the Registrant’s ordinary shares on
the NASDAQ Capital Market on May 7, 2019.
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(5)
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Represents
ordinary shares registered for resale by the selling shareholders.
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(6)
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The
securities registered pursuant to this Registration Statement include securities previously
registered by the Registrant on the Expiring S-3 Registration Statement, which have not
been issued and sold by the Registrant (the “Previously Registered Unsold Securities”).
The Previously Registered Unsold Securities include the 97,496 warrants from which the
2016 Warrant Shares are issuable. The Expiring S-3 Registration Statement expires on
May 9, 2019. In the Expiring S-3 Registration Statement, the Company registered securities
with an aggregate maximum offering price of $100,000,000 and up to 175,525 ordinary shares
(or 4,388,143 ordinary shares, before taking into account the Registrant’s 25-for-1
reverse share split effected on April 1, 2019) to be sold from time to time by the selling
shareholders named therein.
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As
of the date hereof, the Previously Registered Unsold Securities include an aggregate amount of $51,918,510.40 of
securities to be sold in primary offerings, and all 175,525 ordinary shares to be sold by selling shareholders named in the
Expiring S-3 Registration Statement. Based on this number of Previously Registered Unsold Securities, the Registrant
previously paid filing fees of $10,000.15 in connection with the Expiring S-3 Registration Statement for the Previously
Registered Unsold Securities (including $5,227.78 for unsold securities issuable in primary offerings and $4,772.37 for
unsold securities sellable by selling shareholders, which took into account an offset of $12,860.15 under Rule 457(p) under
the Securities Act, based on an earlier registration statement on Form F-3, as amended, initially filed on October 1, 2015
(File No. 333-207219) that covered certain of those securities). All $10,000.15 in filing fees are being applied to this
Registration Statement under Rule 415(a)(6) under the Securities Act (“Rule 415(a)(6)”). If, after the filing date
hereof and prior to the effectiveness of this Registration Statement, any Previously Registered Unsold Securities are sold
pursuant to the Prior Registration Statement, the Registrant will identify in a pre-effective amendment to this Registration
Statement the updated amount of Previously Registered Unsold Securities from the Prior Registration Statement to be included
in this Registration Statement pursuant to Rule 415(a)(6). Additionally, in such pre-effective amendment, the Registrant will
cover any additional registration fees due in connection with the balance of the $75,000,000 securities issuable in primary
offerings registered hereby which are not Previously Registered Unsold Securities. Pursuant to Rule 415(a)(6), the offering
of the Previously Registered Unsold Securities under the Prior Registration Statement will be deemed terminated as of the
date of effectiveness of this Registration Statement. Currently, the Registrant is paying $2,797.48 for the $23,081,489.60 of ordinary shares, warrants or debt
securities that are not Previously Registered Unsold Securities and $71.56 for the 160,000 ordinary shares sellable by selling
shareholders that are not Previously Registered Unsold Securities.
(7)
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No
registration fee is required to be paid for the 2016 Warrant Shares pursuant to Rule
457(i) under the Securities Act, as the Registrant paid all fees when it registered the
units containing the ordinary shares and the warrants.
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(8)
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Pursuant
to Rule 416(a) under the Securities Act, this Registration Statement also includes additional ordinary shares issuable upon stock
splits, stock dividends or similar transactions.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on
such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities, and we are not soliciting an offer to buy these securities in any state where the offer or sale is not
permitted.
Subject
to completion, dated May 9, 2019
PROSPECTUS
$75,000,000
of Ordinary Shares, Warrants
and/or Debt Securities Offered by the Company
97,496
Ordinary Shares Issuable by the Company Pursuant to
the
Exercise of Outstanding Warrants
Up
to 277,576 Ordinary Shares Offered by Selling Shareholders
ReWalk
Robotics Ltd.
We may offer to the public from time to time, in one or more series or issuances, ordinary shares, warrants
to purchase ordinary shares or debt securities, and/or debt securities consisting of debentures, notes or other evidences of indebtedness.
We are also offering the 97,496 ordinary shares issuable upon the exercise of outstanding warrants that we previously issued in
a public offering using a registration statement on Form S-3 on November 1, 2016. Those warrants have an exercise price of $118.75
and are exercisable until November 1, 2021. This prospectus does not cover the resale of the ordinary shares issuable upon the
exercise of those warrants or of any securities we issue after the date hereof.
The
selling shareholders may offer or sell up to 277,576 ordinary shares. We will not receive any of the proceeds from the sale of
ordinary shares by the selling shareholders.
We
refer to the ordinary shares, warrants and debt securities collectively as “securities” in this prospectus. Each time
we or a selling shareholder sells securities pursuant to this prospectus, we will provide a supplement to this prospectus that
contains specific information about the offering and the specific terms of the securities offered. You should read this prospectus
and the applicable prospectus supplement carefully before you invest in our securities.
We
may, from time to time, offer to sell the securities and selling shareholders may, from time to time, offer to sell the ordinary
shares through public or private transactions, directly or through underwriters, agents or dealers, on or off the NASDAQ Stock
Market at prevailing market prices or at privately negotiated prices. If any underwriters, agents or dealers are involved in the
sale of any of these securities, the applicable prospectus supplement will set forth the names of the underwriter, agent or dealer
and any applicable fees, commissions or discounts.
Our
ordinary shares are traded on the NASDAQ Capital Market under the symbol “RWLK.”
Investing
in these securities involves certain risks. Please carefully consider the “Risk Factors” in Part I, Item 1A of
our most recent Annual Report on
Form
10-K
and Part II, Item 1A of
our Quarterly Report on
Form
10-Q
for the quarter ended March 31, 2019, each incorporated by reference in this prospectus and in any
applicable prospectus supplement, for a discussion of the factors you should consider carefully before deciding to
purchase these securities.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities being
offered by this prospectus, or determined if this prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
As of May 9, 2019, the aggregate market
value of our ordinary shares held by non-affiliates, or our public float, was $25.4 million. This was based on (i) a total of 4,517,566 ordinary
shares outstanding as of that date, of which 4,224,000 were held by non-affiliates as of May 9, 2019, and (ii) a price
of $6.025 per share, the closing price of our ordinary shares on March 15, 2019 (using data on the holdings of affiliates and share
price on various dates within the 60-day window before May 9, 2019, as permitted by General Instruction I.B.6 of Form S-3). Pursuant
to General Instruction I.B.6. of Form S-3, in no event will we sell the securities covered hereby in a public primary offering
with a value exceeding $8.5 million, or one-third of the aggregate market value of our ordinary shares in any 12-month period,
so long as the aggregate market value of our outstanding ordinary shares held by non-affiliates remains below $75 million. During
the 12 calendar months prior to and including the date of this prospectus, we have offered and sold $9.4 million of ordinary
shares pursuant to General Instruction I.B.6 of Form S-3 (which sales amount exceeds our current one-third unaffiliated aggregate
market value, because the one-third amount was previously higher than $9.4 million).
The
date of this prospectus is , 2019
Table
of Contents
About
This Prospectus
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, utilizing a
“shelf” registration process. Under this process, we may offer and sell our securities under this prospectus and the
selling shareholders referred to in this prospectus and identified in supplements to this prospectus may also offer and sell our
ordinary shares under this prospectus.
Under this shelf process, we may sell the
securities described in this prospectus in one or more offerings up to a total price to the public of $75,000,000. We may also
use this prospectus to issue the 97,496 ordinary shares issuable upon the exercise of outstanding warrants that we previously issued
in a public offering using a registration statement on Form S-3 on November 1, 2016. Those warrants have an exercise price of $118.75
and are exercisable until November 1, 2021. This prospectus does not cover the resale of the shares issuable upon the exercise
of those warrants or of any securities we issue after the date hereof. The selling shareholders may sell up to 277,576 ordinary
shares in one or more offerings. The offer and sale of securities under this prospectus may be made from time to time, in one or
more offerings, in any manner described under the section in this prospectus entitled “Plan of Distribution.”
This
prospectus provides you with a general description of the securities we may offer. Each time we or the selling shareholders sell
securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The
prospectus supplement may also add, update or change information contained in this prospectus, and may also contain information
about any material U.S. federal income tax and Israeli tax considerations relating to the securities covered by the prospectus
supplement. You should read both this prospectus and any prospectus supplement together with additional information under the
headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference.”
This
summary may not contain all of the information that may be important to you. You should read this entire prospectus, including
the financial data and related notes incorporated by reference in this prospectus, before making an investment decision. This
summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly
from the results discussed in the forward-looking statements. Factors that might cause or contribute to such differences include
those discussed in “Risk Factors” and “Forward- Looking Statements.”
Prospectus
Summary
OVERVIEW
We
are an innovative medical device company that is designing, developing and commercializing robotic exoskeletons that allow individuals
with mobility impairments or other medical conditions the ability to stand and walk once again. We have developed and are continuing
to commercialize ReWalk, an exoskeleton designed for individuals with paraplegia that uses our patented tilt-sensor technology
and an on-board computer and motion sensors to drive motorized legs that power movement.
We
are also developing and intend to commercialize a lightweight soft exo-suit, designed to support mobility and/or therapy for individuals
suffering from other lower limb disabilities such as stroke, multiple sclerosis, cerebral palsy, Parkinson’s disease and
elderly assistance. In June 2017, we unveiled our lightweight exo-suit ReStore system designed initially for rehabilitation of
stroke patients. We believe that the ReStore system’s soft, lightweight material will facilitate a natural walking pattern
for patients using the device. The ReStore system is also designed to provide advantages to stroke rehabilitation clinics and
therapists as compared to other traditional therapies and devices by improving the quality and pace of care, supplying real-time
analytics to optimize session productivity and generating ongoing data reports to assist with tracking patient progress. We expect
the device may also provide other secondary benefits for rehabilitation clinics, including reducing staffing and/ or equipment
requirements, staff fatigue and the risk for potential staff injuries. We applied for CE mark for the ReStore system at the beginning
of the fourth quarter of 2018 and for United States Food and Drug Administration, or FDA, clearance in the first quarter of 2019.
Following CE mark submission in the fourth quarter of 2018, we anticipate commercializing the ReStore device for use by stroke
patients within rehabilitation clinics in Europe in mid-2019. In the United States, a potential launch of the product could occur
in the later part of the second quarter of 2019 or in the third quarter of 2019, pending clearance from the FDA.
CORPORATE
INFORMATION
We
are incorporated under the laws of the State of Israel. Our principal executive offices are located at 3 Hatnufa St., Floor 6,
Yokneam Ilit 2069203, Israel, and our telephone number is +972 (4) 959-0123. Our website address is www.rewalk.com. Information
contained on, or that can be accessed through, our website does not constitute a part of this prospectus and is not incorporated
by reference herein. We have included our website address in this prospectus solely for informational purposes. We have irrevocably
appointed our subsidiary, ReWalk Robotics Inc., which is incorporated in Delaware, as our agent to receive service of process
in any action against us in any United States federal or state court. The address of ReWalk Robotics Inc. is 200 Donald Lynch
Blvd., Marlborough, MA 01752, and its telephone number is (508) 251-1154.
ReWalk® is our registered trademark
in Israel and in the United States. Other trademarks and service marks appearing in this prospectus are the property of their respective
holders.
Risk
Factors
An
investment in our securities involves a high degree of risk. Our business, financial condition or results of operations could
be adversely affected by any of these risks. If any of these risks occur, the value our ordinary shares and our other
securities may decline. You should carefully consider the risk factors provided below and the risk factors set forth under
the caption “Risk Factors” in our Annual Report on
Form
10-K
for the year ended December 31, 2018, or our 2018
Form 10-K, in our Quarterly Report on
Form
10-Q
for the quarter ended March 31, 2019, and in any
other filing we make with the SEC subsequent to the date of this prospectus, each of which are incorporated herein by
reference, and in any supplement to this prospectus, before making your investment decision.
Forward-Looking
Statements
This
prospectus and the documents incorporated in it by reference contains forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended, or the Securities Act, Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based
on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements
include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive
position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition.
Forward-looking statements include all statements that are not historical facts, may include projections regarding our future
performance and, in some cases, can be identified by terms such as “anticipates,” “assumes,” “believes,”
“could,” “continues,” “seeks,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predicts,” “projects,” “should,”
“will,” “would” or similar expressions that convey uncertainty of future events or outcomes and the negatives
of those terms.
Our ability to predict the results of our
operations or the effects of various events on our operating results is inherently uncertain. Therefore, we caution you to consider
carefully the matters described under the caption “Risk Factors” and certain other matters discussed in this prospectus,
the documents incorporated by reference in this prospectus and other publicly available sources. Such factors and many other factors
beyond the control of our management could cause our actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements that may be expressed or implied by the forward-looking
statements. All of the forward-looking statements included in this prospectus are based on information available to us as of the
date of this prospectus and speak only as of the date hereof. Unless we are required to do so under U.S. federal securities laws
or other applicable laws, we do not intend to update or revise any forward-looking statements, whether as a result of new information,
future developments or otherwise.
USE
OF PROCEEDS
Unless
we state otherwise in a prospectus supplement, we will use the net proceeds from the sale of securities we offer pursuant to this
prospectus for general corporate purposes.
We
will not receive any proceeds from the sales of ordinary shares by the selling shareholders.
Selling
Shareholders
This
prospectus relates to the offering by selling shareholders of up to 277,576 ordinary shares.
117,576
of the ordinary shares being sold by the selling shareholders were issued upon our initial public offering, or our IPO, following
the conversion of preferred shares that were purchased by such shareholders prior to the consummation of our IPO in a number of
transactions exempt from registration under the Securities Act. The transactions closed on March 20, 2006, November 4, 2009, March
9, 2010, June 27, 2011, January 31, 2012, May 10, 2012, August 20, 2012, September 30, 2013 and June 27, 2014. In addition, the
selling shareholders acquired a portion of their ordinary shares pursuant to the conversion upon our IPO of preferred shares acquired
on August 2, 2014 upon the exercise of warrants. The selling shareholders of these 117,576 ordinary shares are expected to consist
of those shareholders who have the right to include their securities in a registration or offering effected by us under the terms
of our Amended and Restated Shareholders’ Rights Agreement dated July 14, 2014.
160,000
of the ordinary shares being sold by the selling shareholders were issued pursuant to an investment agreement, dated March 6,
2019, in a transaction exempt from registration under the Securities Act. The 160,000 shares were issued on May 15, 2018. The
selling shareholders of these 160,000 ordinary shares are expected to consist of those shareholders who have the right, following
the lapse of restrictions on transfer, to include their securities in an offering effected by us under the terms of the Registration
Rights Agreement dated May 15, 2018.
Description
of Ordinary Shares
The
following description of our ordinary shares is a summary and is qualified in its entirety by reference to our Third Amended and
Restated Articles of Association, or our Articles of Association. Our Articles of Association are filed as
Exhibit
3.1
to this prospectus and are incorporated
by reference herein.
Share
Capital
Our authorized share capital consists solely
of 60,000,000 ordinary shares, par value NIS 0.25 per share, of which 4,517,566 shares were issued and outstanding as of May 9,
2019.
All of our issued and
outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and, except
with respect to the ordinary shares issued in an investment agreement, dated March 6, 2018, with Timwell Corporation Limited,
or Timwell, do not have any preemptive rights. Pursuant to the investment agreement, as long as Timwell holds at least 75% of
the aggregate of the ordinary shares it purchased, whenever the Company proposes to offer or sell any new securities other than
in a public offering and in certain other scenarios, the Company must first offer Timwell the right to purchase its then-applicable
preemptive pro rata fraction of such new securities as calculated based on the terms provided in the investment agreement.
Voting
Rights
Pursuant
to our Articles of Association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted
to a vote before the shareholders at a general meeting. Shareholders may vote at a general meeting either in person, by proxy
or by written ballot.
Quorum
requirements
The
quorum required for our general meetings of shareholders consists of at least two holders of our ordinary shares present in person
or by proxy and holding among them at least 33 1/3% of the total outstanding voting rights.
Vote
Requirements
Our
Articles of Association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required
by the Israeli Companies Law or by our Articles of Association. Under the Israeli Companies Law, each of (i) the approval of an
extraordinary transaction with a controlling shareholder and (ii) the terms of employment or other engagement of the controlling
shareholder of the company or such controlling shareholder’s relative (even if not extraordinary) requires special approval.
For more information, see our Registration Statement on Form 8-A as filed with the SEC on September 2, 2014 under the heading
“Item 1. Description of Registrant’s Securities to be Registered.” Under our Articles of Association, the alteration
of the rights, privileges, preferences or obligations of any class of our shares requires the ordinary majority vote of all classes
of shares voting together as a single class at a shareholder meeting. Our Articles of Association also require that the removal
of any director from office (other than our external directors) or the amendment of the provisions of our amended articles relating
to our staggered board requires the vote of 65% of the total voting power of our shareholders. Another exception to the simple
majority vote requirement is a resolution for the voluntary winding up, or an approval of a scheme of arrangement or reorganization,
of the Company pursuant to Section 350 of the Israeli Companies Law, which requires the approval of holders of 75% of the voting
rights represented at the meeting, in person, by proxy or by voting deed and voting on the resolution.
Transfer
of Shares; Share Ownership Restrictions
Our
fully paid ordinary shares are issued in registered form and may be freely transferred under our Articles of Association, unless
the transfer is restricted or prohibited by another instrument, applicable law or the rules of a stock exchange on which the shares
are listed for trade. The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by
our Articles of Association or the laws of the State of Israel, except for ownership by nationals of some countries that are,
or have been, in a state of war with Israel.
Election
of Directors
Our
ordinary shares do not have cumulative voting rights for the election of directors. As a result, the holders of a majority of
the voting power represented at a shareholders meeting have the power to elect all of our directors, subject to the special approval
requirements for external directors.
Under
our Articles of Association, our board of directors must consist of not less than five but no more than thirteen directors, including
two external directors as required by the Israeli Companies Law. Pursuant to our Articles of Association, other than the external
directors, for whom special election requirements apply under the Israeli Companies Law, the vote required to appoint a director
is a simple majority vote of holders of our voting shares, participating and voting at the relevant meeting. In addition, our
directors, other than the external directors, are divided into three classes that are each elected at a general meeting of our
shareholders every three years, in a staggered fashion (such that one class is elected each year), and serve on our board of directors
unless they are removed by a vote of 65% of the total voting power of our shareholders at a general or special meeting of our
shareholders or upon the occurrence of certain events, in accordance with the Israeli Companies Law and our Articles of Association.
In addition, our Articles of Association allow our board of directors to appoint new directors and appoint directors to fill vacancies
on the board of directors to serve for a term of office equal to the remaining period of the term of office of the directors(s)
whose office(s) have been vacated.
External directors are elected for an initial
term of three years, may be elected for additional terms of three years each under certain circumstances and may be removed from
office pursuant to the terms of the Israeli Companies Law. Pursuant to regulations promulgated under the Israel Companies Law,
as a company that does not have a controlling shareholder and that complies with the United States securities laws and the corporate
governance rules of the NASDAQ Stock Market, we are permitted to “opt out” of the requirement to appoint external directors.
In February 2018, we opted out of the requirement to have external directors.
Dividend
and Liquidation Rights
We
may declare a dividend to be paid to the holders of our ordinary shares in proportion to their respective shareholdings. Under
the Israeli Companies Law, dividend distributions are determined by the board of directors and do not require the approval of
the shareholders of a company unless the company’s articles of association provide otherwise. Our Articles of Association
do not require shareholder approval of a dividend distribution and provide that dividend distributions may be determined by our
board of directors.
Pursuant
to the Israeli Companies Law, a company may make a distribution of dividends out of its profits on the condition that there is
no reasonable concern that the distribution may prevent the company from meeting its existing and expected obligations when they
fall due. The Israeli Companies Law defines such profit as retained earnings or profits accrued in the last two years, whichever
is greater, according to the last reviewed or audited financial statements of the company, provided that the date of the financial
statements is not more than six months before the distribution.
In
the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of
our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected
by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that
may be authorized in the future.
Exchange
Controls
There
are currently no Israeli currency control restrictions on payments of dividends or other distributions with respect to our ordinary
shares or the proceeds from the sale of the shares, except for the obligation of Israeli residents to file reports with the Bank
of Israel regarding certain transactions. However, legislation remains in effect pursuant to which currency controls can be imposed
by administrative action at any time.
Shareholder
Meetings
Under
Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year that must be held
no later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting
of shareholders are referred to in our Articles of Association as extraordinary general meetings. Our board of directors may call
extraordinary general meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine.
In addition, the Israeli Companies Law provides that our board of directors is required to convene an extraordinary general meeting
upon the written request of (i) any two of our directors or one-quarter of the members of our board of directors or (ii) one
or more shareholders holding, in the aggregate, either (a) five percent or more of our outstanding issued shares and one percent
of our outstanding voting power or (b) five percent or more of our outstanding voting power.
Subject
to the provisions of the Israeli Companies Law and the regulations promulgated thereunder, shareholders entitled to participate
and vote at general meetings are the shareholders of record on a date to be decided by the board of directors, which may be between
four and 40 days prior to the date of the meeting. Furthermore, the Israeli Companies Law requires that resolutions regarding
the following matters be passed at a general meeting of our shareholders:
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amendments
to our Articles of Association;
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appointment
or termination of our auditors;
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appointment
of external directors;
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approval
of certain related party transactions;
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increases
or reductions of our authorized share capital;
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the
exercise of our board of directors’ powers by a general meeting, if our board of
directors is unable to exercise its powers and the exercise of any of its powers is required
for our proper management.
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The
Israeli Companies Law and our Articles of Association require that notice of any annual general meeting or extraordinary general
meeting be provided to shareholders at least 21 days prior to the meeting and if the agenda of the meeting includes the appointment
or removal of directors, the approval of transactions with office holders or interested or related parties, or an approval of
a merger, notice must be provided at least 35 days prior to the meeting.
Under
the Israeli Companies Law and under our Articles of Association, shareholders are not permitted to take action via written consent
in lieu of a meeting.
Access
to Corporate Records
Under
the Israeli Companies Law, shareholders generally have the right to review: minutes of our general meetings; our shareholders
register and principal shareholders register; our Articles of Association; our annual financial statements; and
any document that we are required by law to file publicly with the Israeli Companies Registrar or the Israel Securities Authority.
In addition, shareholders may request to be provided with any document related to an action or transaction with a related party
that requires shareholder approval under the related party transaction provisions of the Israeli Companies Law. We may deny a
request to review a document if we believe it has not been made in good faith, that the document contains a trade secret or patent
or that the document’s disclosure may otherwise impair our interests.
Acquisitions
Under Israeli Law
Full
Tender Offer
. A person wishing to acquire shares of an Israeli public company and who would as a result hold over 90% of the
target company’s issued and outstanding share capital (or of a class thereof) is required by the Israeli Companies Law to
make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of
the company (or the applicable class). If as a result of a full tender offer the purchaser would own more than 95% of the issued
and outstanding share capital of the company or of the applicable class, and more than half of the shareholders who do not have
a personal interest in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred
to the acquirer by operation of law. The law provides for appraisal rights if any shareholder files a request in court within
six months following the consummation of a full tender offer, but the purchaser is entitled to stipulate that tendering shareholders
forfeit their appraisal rights. If as a result of a full tender offer the purchaser would own 95% or less of the issued and outstanding
share capital of the company or of the applicable class, the purchaser may not acquire shares that will cause its shareholding
to exceed 90% of the issued and outstanding share capital of the company or of the applicable class.
Special
Tender Offer
. The Israeli Companies Law provides that an acquisition of shares of an Israeli public company must be made by
means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting
rights in the company, unless there is already another holder of at least 25% of the voting rights in the company. Similarly,
the Israeli Companies Law provides that an acquisition of shares in a public company must be made by means of a special tender
offer if as a result of the acquisition the purchaser would become a holder of more than 45% of the voting rights in the company,
if there is no other shareholder of the company who holds more than 45% of the voting rights in the company, subject to certain
exceptions.
A
special tender offer must be extended to all shareholders of a company but the offeror is not required to purchase shares representing
more than 5% of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered
by shareholders. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s
outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares
whose holders objected to the offer (excluding the purchaser, controlling shareholders, holders of 25% or more of the voting rights
in the company or any person having a personal interest in the acceptance of the tender offer). If a special tender offer is accepted,
then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person
or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger
with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook
to effect such an offer or merger in the initial special tender offer.
Merger
.
The Israeli Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain
requirements described under the Israeli Companies Law are met, by a majority vote of each party’s shares, and, in the case
of the target company, a majority vote of each class of its shares, voted on the proposed merger at a shareholders meeting.
For
purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the
votes of shares represented at the shareholders meeting that are held by parties other than the other party to the merger, or
by any person (or group of persons acting in concert) who holds (or hold, as the case may be) 25% or more of the voting rights
or the right to appoint directors of the other party, vote against the merger. If, however, the merger involves a merger with
a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then the
merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders.
If
the transaction would have been approved by the shareholders of a merging company but for the separate approval of each class
or the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request
of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking
into account the value of the parties to the merger and the consideration offered to the shareholders of the company.
Upon
the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that
there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations
of the merging entities, and may further give instructions to secure the rights of creditors.
In
addition, a merger may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of
the merger was filed by each party with the Israeli Companies Registrar and at least 30 days have passed from the date on which
the merger was approved by the shareholders of each party.
Anti-takeover
Measures Under Israeli Law
The
Israeli Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares,
including shares providing certain preferred rights with respect to voting, distributions or other matters and shares having preemptive
rights. Upon the closing of our initial public offering, our Articles of Association were amended to provide that no preferred
shares are authorized. In the future, if we do authorize, create and issue a specific class of preferred shares, such class of
shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent a takeover or
otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization
and designation of a class of preferred shares will require an amendment to our Articles of Association, which requires the prior
approval of the holders of a majority of the voting power attaching to our issued and outstanding shares at a general meeting.
The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained at such a
meeting will be subject to the requirements set forth in the Israeli Companies Law as described above in “— Voting
Rights.”
Transfer
Agent and Registrar
The
transfer agent and registrar for our ordinary shares is American Stock Transfer & Trust Company, LLC. Its address is 6201
15th Avenue, Brooklyn, New York 11219, and its telephone number is (800) 937-5449.
Description
of Warrants
We
may issue warrants to purchase ordinary shares or debt securities. Warrants may be issued independently or together with any other
securities and may be attached to, or separate from, such securities. To the extent we use a warrant agent for a series of warrants,
the series will be issued under a separate warrant agent agreement to be entered into between us and a warrant agent. The warrant
agent will act solely as our agent and will not assume any obligation or relationship of agency for or with holders or beneficial
owners of warrants. The terms of any warrants to be issued and, as applicable, a description of the material provisions of the
applicable warrant agreement will be set forth in the applicable prospectus supplement.
The
applicable prospectus supplement will describe the following terms of any warrants in respect of which this prospectus is being
delivered:
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the
title of such warrants;
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the
aggregate number of such warrants;
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the
price or prices at which such warrants will be issued and exercised;
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the
currency or currencies in which the price of such warrants will be payable;
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the
securities purchasable upon exercise of such warrants;
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the
date on which the right to exercise such warrants shall commence and the date on which
such right shall expire;
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if
applicable, the minimum or maximum amount of such warrants which may be exercised at
any one time;
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if
applicable, the designation and terms of the securities with which such warrants are
issued and the number of such warrants issued with each such security;
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if
applicable, the date on and after which such warrants and the related securities will
be separately transferable;
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information
with respect to book-entry procedures, if any;
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any
material Israeli and United States federal income tax consequences;
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the
antidilution provisions of the warrants, if any;
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in
the case of warrants to purchase debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at which, and currency in which,
this principal amount of debt securities may be purchased upon such exercise;
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in
the case of warrants to purchase ordinary shares, the number of ordinary shares purchasable
upon the exercise of one warrant and the price at which, and the currency in which, these
shares may be purchased upon such exercise; and
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any
other terms of such warrants, including terms, procedures and limitations relating to
the exchange and exercise of such warrants.
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Amendments
and Supplements to Warrant Agent Agreement
To
the extent that we use a warrant agent for a series of warrants, we and the warrant agent may amend or supplement the warrant
agreement for a series of warrants without the consent of the holders of the warrants issued thereunder to effect changes that
are not inconsistent with the provisions of the warrants and that do not materially and adversely affect the interests of the
holders of the warrants.
Description
of Debt Securities
We
may issue debt securities together with other securities or separately, as described in the applicable prospectus supplement,
under an indenture to be entered into between ReWalk Robotics Ltd. and the trustee identified in the applicable prospectus supplement.
The terms of the debt securities will include those stated in the indenture and those made part of the indenture by reference
to the Trust Indenture Act of 1939, as in effect on the date of the indenture. The indenture will be subject to and governed by
the terms of the Trust Indenture Act of 1939.
We
may issue the debt securities in one or more series with the same or various maturities, at par, at a premium, or at a discount.
We will describe the particular terms of each series of debt securities in a prospectus supplement relating to that series, which
we will file with the SEC.
The
prospectus supplement will set forth, to the extent required, the following terms of the debt securities in respect of which the
prospectus supplement is delivered:
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the
title of the series;
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the
aggregate principal amount;
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the
issue price or prices, expressed as a percentage of the aggregate principal amount of
the debt securities;
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any
limit on the aggregate principal amount;
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the
date or dates on which principal is payable;
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the
interest rate or rates (which may be fixed or variable) or, if applicable, the method
used to determine such rate or rates;
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the
date or dates from which interest, if any, will be payable and any regular record date
for the interest payable;
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the
terms and conditions upon which we may, or the holders may require us to, redeem or repurchase
the debt securities;
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the
denominations in which such debt securities may be issuable, if other than denomination
of $1,000, or any integral multiple of that number;
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whether
the debt securities are to be issuable in the form of certificated debt securities or
global debt securities;
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the
portion of principal amount that will be payable upon declaration of acceleration of
the maturity date if other than the principal amount of the debt securities;
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the
currency of denomination;
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the
designation of the currency, currencies or currency units in which payment of principal
and, if applicable, premium and interest, will be made;
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if
payments of principal and, if applicable, premium or interest, on the debt securities
are to be made in one or more currencies or currency units other than the currency of
denominations, the manner in which exchange rate with respect to such payments will be
determined;
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if
amounts of principal and, if applicable, premium and interest may be determined by reference
to an index based on a currency or currencies, or by reference to a commodity, commodity
index, stock exchange index, or financial index, then the manner in which such amounts
will be determined;
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the
provisions, if any, relating to any collateral provided for such debt securities;
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the
terms and conditions, if any, for conversion into or exchange for ordinary shares;
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any
depositaries, interest rate calculation agents, exchange rate calculation agents, or
other agents; and
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the
terms and conditions, if any, upon which the debt securities shall be subordinated in
right of payment to other indebtedness of ReWalk Robotics Ltd.
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One
or more debt securities may be sold at a substantial discount below their stated principal amount. We may also issue debt securities
in bearer form, with or without coupons. If we issue discount debt securities or debt securities in bearer form, we will describe
material U.S. federal income tax considerations and other material special considerations which apply to these debt securities
in the applicable prospectus supplement.
We
may issue debt securities denominated in or payable in a foreign currency or currencies or a foreign currency unit or units. If
we do, we will describe the restrictions, elections, and general tax considerations relating to the debt securities and the foreign
currency or currencies or foreign currency unit or units in the applicable prospectus supplement.
The
debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited
with, or on behalf of, a depositary identified in the prospectus supplement. Global securities will be issued in registered form
and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for individual debt securities,
a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary
or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such
nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with
respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security
will be described in the applicable prospectus supplement.
Plan
of Distribution
The
securities being offered by this prospectus may be sold:
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to
or through one or more underwriters on a firm commitment or agency basis;
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through
put or call option transactions relating to the securities;
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through
broker-dealers (acting as agent or principal);
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directly
to purchasers, through a specific bidding or auction process, on a negotiated basis or
otherwise;
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through
any other method permitted pursuant to applicable law; or
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through
a combination of any such methods of sale.
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At
any time a particular offer of the securities covered by this prospectus is made (whether by us or the selling shareholders),
a revised prospectus or prospectus supplement, if required, will be distributed which will set forth the aggregate amount of securities
covered by this prospectus being offered and the terms of the offering, including the name or names of any underwriters, dealers,
brokers or agents, any discounts, commissions, concessions and other items constituting compensation from us and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers, and any options under which underwriters may purchase additional
shares. Such prospectus supplement, and, if necessary, a post-effective amendment to the registration statement on Form S-3 of
which this prospectus is a part, will be filed with the SEC to reflect the disclosure of additional information with respect to
the distribution of the securities covered by this prospectus. In order to comply with the securities laws of certain states,
if applicable, the securities sold under this prospectus may only be sold through registered or licensed broker-dealers. In addition,
in some states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or
an exemption from registration or qualification requirements is available and is complied with.
Any
public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time.
The
distribution of securities may be effected from time to time in one or more transactions, including block transactions and transactions
on the NASDAQ Stock Market or any other organized market where the securities may be traded. The securities may be sold at a fixed
price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to the prevailing
market prices or at negotiated prices. The consideration may be cash or another form negotiated by the parties. Agents, underwriters
or broker-dealers may be paid compensation for offering and selling the securities. That compensation may be in the form of discounts,
concessions or commissions to be received from us or from the purchasers of the securities. Any dealers and agents participating
in the distribution of the securities may be deemed to be underwriters, and compensation received by them on resale of the securities
may be deemed to be underwriting discounts. If any such dealers or agents were deemed to be underwriters, they may be subject
to statutory liabilities under the Securities Act.
Agents
may from time to time solicit offers to purchase the securities. If required, we will name in the applicable prospectus supplement
any agent involved in the offer or sale of the securities and set forth any compensation payable to the agent. Unless otherwise
indicated in the prospectus supplement, any agent will be acting on a best efforts basis for the period of its appointment. Any
agent selling the securities covered by this prospectus may be deemed to be an underwriter, as that term is defined in the Securities
Act, of the securities.
If
underwriters are used in a sale, securities will be acquired by the underwriters for their own account and may be resold from
time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices
determined at the time of sale, or under delayed delivery contracts or other contractual commitments. Securities may be offered
to the public either through underwriting syndicates represented by one or more managing underwriters or directly by one or more
firms acting as underwriters. If an underwriter or underwriters are used in the sale of securities, an underwriting agreement
will be executed with the underwriter or underwriters, as well as any other underwriter or underwriters, with respect to a particular
underwritten offering of securities, and will set forth the terms of the transactions, including compensation of the underwriters
and dealers and the public offering price, if applicable. The prospectus and prospectus supplement will be used by the underwriters
to resell the securities. Unless we inform you otherwise in the prospectus supplement, the obligations of the underwriters to
purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered
securities if they purchase any of them. The underwriters may change, from time to time, the initial public offering price and
any discounts or concessions allowed or reallowed or paid to dealers.
If
a dealer is used in the sale of the securities, we, the selling shareholders or an underwriter will sell the securities to the
dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer
at the time of resale. To the extent required, we will set forth in the prospectus supplement the name of the dealer and the terms
of the transactions.
We
or the selling shareholders may directly solicit offers to purchase the securities and may make sales of securities directly to
institutional investors or others. These persons may be deemed to be underwriters within the meaning of the Securities Act with
respect to any resale of the securities. To the extent required, the prospectus supplement will describe the terms of any such
sales, including the terms of any bidding or auction process, if used.
Agents,
underwriters and dealers may be entitled under agreements which may be entered into with us or the selling shareholders to indemnification
by us against specified liabilities, including liabilities incurred under the Securities Act, or to contribution by us or the
selling shareholders to payments they may be required to make in respect of such liabilities. If required, the prospectus supplement
will describe the terms and conditions of the indemnification or contribution. Some of the agents, underwriters or dealers, or
their affiliates may be customers of, engage in transactions with or perform services for us or our subsidiaries.
Under
the securities laws of some jurisdictions, the securities offered by this prospectus may be sold in those jurisdictions only through
registered or licensed brokers or dealers.
Any
person participating in the distribution of securities registered under the registration statement that includes this prospectus
will be subject to applicable provisions of the Exchange Act, and the applicable SEC rules and regulations, including, among others,
Regulation M, which may limit the timing of purchases and sales of any of our securities by that person. Furthermore, Regulation
M may restrict the ability of any person engaged in the distribution of our securities to engage in market-making activities with
respect to our securities. These restrictions may affect the marketability of our securities and the ability of any person or
entity to engage in market-making activities with respect to our securities.
Certain
persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty
bids that stabilize, maintain or otherwise affect the price of the offered securities. These activities may maintain the price
of the offered securities at levels above those that might otherwise prevail in the open market, including by entering stabilizing
bids, effecting syndicate covering transactions or imposing penalty bids, each of which is described below.
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A
stabilizing bid means the placing of any bid, or the effecting of any purchase, for the
purpose of pegging, fixing or maintaining the price of a security.
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A
syndicate covering transaction means the placing of any bid on behalf of the underwriting
syndicate or the effecting of any purchase to reduce a short position created in connection
with the offering.
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A
penalty bid means an arrangement that permits the managing underwriter to reclaim a selling
concession from a syndicate member in connection with the offering when offered securities
originally sold by the syndicate member are purchased in syndicate covering transactions.
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These
transactions may be effected on an exchange or automated quotation system, if the securities are listed on that exchange or admitted
for trading on that automated quotation system, or in the over-the-counter market or otherwise.
If
so indicated in the applicable prospectus supplement, we will authorize agents, underwriters or dealers to solicit offers from
certain types of institutions to purchase offered securities from us at the public offering price set forth in such prospectus
supplement pursuant to delayed delivery contracts providing for payment and delivery on a specified date in the future. Such contracts
will be subject only to those conditions set forth in the prospectus supplement and the prospectus supplement will set forth the
commission payable for solicitation of such contracts.
In
addition, ordinary shares may be issued upon conversion of or in exchange for debt securities, warrants or other securities.
Any
underwriters to whom offered securities are sold for public offering and sale may make a market in such offered securities, but
such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The offered
securities may or may not be listed on a national securities exchange. No assurance can be given that there will be a market for
the offered securities.
Any
securities that qualify for sale pursuant to Rule 144 or Regulation S under the Securities Act may be sold under Rule 144 or Regulation
S rather than pursuant to this prospectus.
To
the extent that we make sales to or through one or more underwriters or agents in at-the-market offerings, we will do so pursuant
to the terms of a distribution agreement between us and the underwriters or agents. If we engage in at-the-market sales pursuant
to a distribution agreement, we will sell our ordinary shares to or through one or more underwriters or agents, which may act
on an agency basis or on a principal basis. During the term of any such agreement, we may sell ordinary shares on a daily basis
in exchange transactions or otherwise as we agree with the underwriters or agents. The distribution agreement will provide that
any ordinary shares sold will be sold at prices related to the then-prevailing market prices for our ordinary shares. Therefore,
exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined at this time and will be described
in a prospectus supplement. Pursuant to the terms of the distribution agreement, we also may agree to sell, and the relevant underwriters
or agents may agree to solicit offers to purchase, blocks of our ordinary shares or warrants. The terms of each such distribution
agreement will be set forth in more detail in a prospectus supplement to this prospectus.
In
connection with offerings made through underwriters or agents, we or the selling shareholders may enter into agreements with such
underwriters or agents pursuant to which we receive our outstanding securities in consideration for the securities being offered
to the public for cash. In connection with these arrangements, the underwriters or agents may also sell securities covered by
this prospectus to hedge their positions in these outstanding securities, including in short sale transactions. If so, the underwriters
or agents may use the securities received from us under these arrangements to close out any related open borrowings of securities.
We
or the selling shareholders may enter into derivative transactions with third parties or sell securities not covered by this prospectus
to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those
derivatives, such third parties (or affiliates of such third parties) may sell securities covered by this prospectus and the applicable
prospectus supplement, including in short sale transactions. If so, such third parties (or affiliates of such third parties) may
use securities pledged by us or borrowed from us or others to settle those sales or to close out any related open borrowings of
shares, and may use securities received from us in settlement of those derivatives to close out any related open borrowings of
shares. The third parties (or affiliates of such third parties) in such sale transactions will be underwriters and, if not identified
in this prospectus, will be identified in the applicable prospectus supplement (or a post-effective amendment).
We
or the selling shareholders may loan or pledge securities to a financial institution or other third party that in turn may sell
the securities using this prospectus. Such financial institution or third party may transfer its short position to investors in
our securities or in connection with a simultaneous offering of other securities offered by this prospectus or in connection with
a simultaneous offering of other securities offered by this prospectus.
As used herein, the selling shareholders
may include donees, pledgees, transferees or other successors-in-interest selling shares of our ordinary shares or interests in
shares of ordinary shares received, after the date of a prospectus supplement naming a selling shareholder, from a selling shareholder
as a gift, pledge, partnership distribution or other transfer.
The
specific terms of the lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
Legal
Matters
Certain
legal matters with respect to Israeli law and with respect to the validity of the offered securities under Israeli law will be
passed upon for us by Goldfarb Seligman & Co., Tel Aviv, Israel. Certain legal matters with respect to New York law and with
respect to the validity of the offered securities under New York law will be passed upon for us by White & Case LLP, New York,
New York.
Experts
The
consolidated financial statements as of December 31, 2018 and 2017 and for each of the years in the three-year period ended December
31, 2018 included in our 2018
Form 10-K
and incorporated by reference into this prospectus, have been audited by Kost Forer Gabbay
& Kasierer, a member of Ernst & Young Global, an independent registered public accounting firm, as set forth in its report
thereon and appearing therein (which report contains an explanatory paragraph regarding the Company’s ability to continue
as a going concern as described in Note 1i to the consolidated financial statements), and are included in reliance upon such report
given on the authority of such firm as an expert in accounting and auditing. The offices of Kost, Forer Gabbay& Kasierer are
located at 144 Menachem Begin Road, Tel Aviv, 6492102.
Where
You Can Find More Information
We
have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the securities offered by
this prospectus. However, as is permitted by the rules and regulations of the SEC, this prospectus, which is part of our registration
statement on Form S-3, omits certain non-material information, exhibits, schedules and undertakings set forth in the registration
statement. For further information about us and the securities offered by this prospectus, please refer to the registration statement.
We
are subject to the information reporting requirements of the Exchange Act applicable to U.S. domestic issuers and, as such, file
annual, quarterly and current reports, proxy statements and other information with the SEC.
You
may read and copy the registration statement, including the related exhibits and schedules, and any document we file or have filed
with the SEC. The SEC maintains an internet website that contains reports and other information regarding issuers that file electronically
with the SEC. Our filings with the SEC are available to the public through the SEC’s website at http://www.sec.gov
.
We
maintain a corporate website at www.rewalk.com. Information contained on, or that can be accessed through, our website does not
constitute a part of this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.
Incorporation
of Certain Documents by Reference
The
SEC allows us to “incorporate by reference” information into this prospectus, which means that we can disclose important
information to you by referring you to other documents which we have filed or will file with the SEC. We are incorporating by
reference in this prospectus the documents listed below and all amendments or supplements we may file to such documents:
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●
|
our
annual report on
Form 10-K
for the fiscal year ended December 31, 2018 filed with the
SEC on February 8, 2019 (including portions of our Definitive Proxy Statement on
Schedule 14A
filed with the SEC on February 19, 2019, to the extent specifically incorporated
by reference therein);
|
|
●
|
our
quarterly report on
Form 10-Q
for the quarterly period ended March 31, 2019 filed with
the SEC on May 8, 2019;
|
|
●
|
our
current reports on Form 8-K filed with the SEC on
February
11, 2019
,
February
25, 2019
(excluding Exhibits 5.1 and 23.1 under Item 9.01),
April
1, 2019
,
April
5, 2019
(excluding Item 2.02 and Exhibits 5.1 and 23.1 under Item 9.01), and
April
23, 2019
(excluding Item 2.02) and amendment no. 1 to our current report on Form
8-K filed on
April
24, 2019
(excluding Item 2.02); and
|
|
●
|
the
description of our ordinary shares contained in our registration statement on
Form 8-A
(File No. 001-33612) filed with the SEC on September 2, 2014, including any subsequent
amendment or any report filed for the purpose of updating such description.
|
In
addition, we incorporate by reference into this prospectus any filings we make with the SEC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of the initial registration statement of which this prospectus is a part and prior
to the effectiveness of the registration statement, and any filings we make with the SEC pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act from the date of this prospectus until the termination of this offering. Notwithstanding the foregoing,
no information is incorporated by reference in this prospectus or any prospectus supplement hereto where such information under
applicable forms and regulations of the SEC is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, unless we indicate in this prospectus or the report or filing containing such information
that the information is to be considered “filed” under the Exchange Act or is to be incorporated by reference in this
prospectus or any prospectus supplement hereto.
Certain
statements in and portions of this prospectus update and replace information in the above-listed documents incorporated by reference.
Likewise, statements in or portions of a future document incorporated by reference in this prospectus may update and replace statements
in and portions of this prospectus or the above-listed documents.
We
will provide you without charge, upon your written or oral request, a copy of any of the documents incorporated by reference in
this prospectus, other than exhibits to such documents which are not specifically incorporated by reference into such documents.
Please direct your written or telephone requests to ReWalk Robotics Ltd., 200 Donald Lynch Blvd., Marlborough, MA 01752, Attn:
Investor Relations, or ir@rewalk.com, telephone number (508) 251-1154.
Enforceability
of Civil Liabilities
We are incorporated under the laws of the
State of Israel. It may be difficult to obtain service of process within the United States upon us, upon our directors and executive
officers, a majority of whom reside outside of the United States, and upon those Israeli experts named in this prospectus who reside
outside of the United States. Furthermore, because a majority of our assets and a majority of our directors and executive officers
are located outside of the United States, any judgment obtained in the United States against us, certain of our directors and executive
officers or the Israeli experts named herein may be difficult to collect within the United States.
We
have been informed by our legal counsel in Israel, Goldfarb Seligman & Co., Tel Aviv, that it may be difficult to assert U.S.
securities laws claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation
of U.S. securities laws because Israel is not the most appropriate forum in which to bring such a claim. In addition, even if
an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S.
law is found to be applicable, the content of applicable U.S. law must be proven as a fact which can be a time-consuming and costly
process. Matters of procedure will also be governed by Israeli law.
We have irrevocably
appointed our subsidiary, ReWalk Robotics Inc., which is incorporated in Delaware, as our agent to receive service of process
in any action against us in any United States federal or state court arising out of offerings or sales pursuant to this prospectus
or any purchase or sale of securities in connection with this prospectus. Subject to specified time limitations and legal procedures,
Israeli courts may enforce a non-appealable foreign judgment in a civil matter, provided that, among other things:
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●
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the
judgment is obtained after due process before a court of competent jurisdiction, according
to the laws of the foreign state in which the judgment is given and the rules of private
international law currently prevailing in Israel;
|
|
●
|
the
prevailing law of the foreign state in which the judgment is rendered allows for the
enforcement of judgments of Israeli courts;
|
|
●
|
adequate
service of process has been effected and the defendant has had a reasonable opportunity
to be heard and to present his or her evidence;
|
|
●
|
the
judgment is not contrary to the public policy of Israel, and the enforcement of the civil
liabilities set forth in the judgment is not likely to impair the security or sovereignty
of Israel;
|
|
●
|
the
judgment was not obtained by fraud and does not conflict with any other valid judgment
in the same matter between the same parties;
|
|
●
|
an
action between the same parties in the same matter was not pending in any Israeli court
at the time the lawsuit was instituted in the foreign court; and
|
|
●
|
the
judgment is enforceable according to the laws of Israel and according to the law of the
foreign state in which the relief was granted.
|
If
a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted
into non-Israeli currency and transferred out of Israel. Traditionally, in an action before an Israeli court to recover an amount
in a non-Israeli currency, the Israeli court issues a judgment for the equivalent amount in Israeli currency at the rate of exchange
in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount
of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus
a per-annum statutory rate of interest set on a quarterly basis by Israeli regulations. Judgment creditors must bear the risk
of unfavorable exchange rates. The trend in recent years has increasingly been for Israeli courts to enforce a foreign judgment
in the foreign currency specified in the judgment, in which case there are also applicable rules regarding the payment of interest.
ReWalk
Robotics Ltd.
$75,000,000
of Ordinary Shares, Warrants
and/or Debt Securities Offered by the Company
97,496
Ordinary Shares Issuable by the Company Pursuant to
the
Exercise of Outstanding Warrants
Up
to 277,576 Ordinary Shares Offered by Selling Shareholders
PROSPECTUS
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
|
Item
14.
|
Other
Expenses of Issuance and Distribution.
|
The
following is a statement of expenses in connection with the distribution of the securities registered. All amounts shown are estimates
except the SEC registration fee and the FINRA filing fee. The estimates do not include expenses related to offerings of particular
securities. Each prospectus supplement describing an offering of securities will reflect the estimated expenses related to the
offering of securities under that prospectus supplement.
SEC registration fee
|
|
$
|
2,869
|
|
FINRA filing fee
|
|
|
4,051
|
|
Legal fees and expenses
|
|
|
20,000
|
|
Accountants’ fees and expenses
|
|
|
10,000
|
|
Printing fees
|
|
|
5,000
|
|
Miscellaneous
|
|
|
250
|
|
TOTAL
|
|
$
|
42,170
|
|
Item
15. Indemnification of Directors and Officers.
Under
the Israeli Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An
Israeli company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused
to the company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its
articles of association. Our Articles of Association include such a provision. An Israeli company also may not exculpate in advance
a director from liability arising out of a prohibited dividend or distribution to shareholders.
Under
the Israeli Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred
for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following
an event, provided its articles of association include a provision authorizing such indemnification:
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●
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financial
liability imposed on him or her in favor of another person pursuant to a judgment, including
a settlement or arbitrator’s award approved by a court. However, if an undertaking
to indemnify an office holder with respect to such liability is provided in advance,
then such an undertaking must be limited to events which, in the opinion of the board
of directors, can be foreseen based on the company’s activities when the undertaking
to indemnify is given, and to an amount or according to criteria determined by the board
of directors as reasonable under the circumstances, and such undertaking shall detail
the abovementioned foreseen events and amount or criteria;
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●
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reasonable
litigation expenses, including attorneys’ fees, incurred by the office holder (1)
as a result of an investigation or proceeding instituted against him or her by an authority
authorized to conduct such investigation or proceeding, provided that (i) no indictment
was filed against such office holder as a result of such investigation or proceeding;
and (ii) no financial liability was imposed upon him or her as a substitute for the criminal
proceeding as a result of such investigation or proceeding or, if such financial liability
was imposed, it was imposed with respect to an offense that does not require proof of
criminal intent; and (2) in connection with a monetary sanction; and
|
|
●
|
reasonable
litigation expenses, including attorneys’ fees, incurred by the office holder or
imposed by a court in proceedings instituted against him or her by the company, on its
behalf, or by a third party, or in connection with criminal proceedings in which the
office holder was acquitted, or as a result of a conviction for an offense that does
not require proof of criminal intent.
|
Under
the Israeli Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed
by him or her as an office holder if and to the extent provided in the company’s articles of association:
|
●
|
a
breach of the duty of loyalty to the company, provided that the office holder acted in
good faith and had a reasonable basis to believe that the act would not harm the company;
|
|
●
|
a
breach of duty of care to the company or to a third party, to the extent such a breach
arises out of the negligent conduct of the office holder; and
|
|
●
|
a
financial liability imposed on the office holder in favor of a third party.
|
Under
the Israeli Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
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●
|
a
breach of the duty of loyalty, except for indemnification and insurance for a breach
of the duty of loyalty to the company to the extent that the office holder acted in good
faith and had a reasonable basis to believe that the act would not prejudice the company;
|
|
●
|
a
breach of duty of care committed intentionally or recklessly, excluding a breach arising
out of the negligent conduct of the office holder;
|
|
●
|
an
act or omission committed with intent to derive illegal personal benefit; or
|
|
●
|
a
civil or criminal fine or forfeit levied against the office holder.
|
Under
the Israeli Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by
the compensation committee and the board of directors and, with respect to certain office holders or under certain circumstances,
also by the shareholders.
We
have entered into indemnification agreements with our office holders to exculpate, indemnify and insure our office holders to
the fullest extent permitted by our Articles of Association, the Israeli Companies Law and the Israeli Securities Law, 5728-1968.
We
have obtained directors’ and officers’ liability insurance for the benefit of our office holders and intend to continue
to maintain such coverage and pay all premiums thereunder to the fullest extent permitted by the Israeli Companies Law.
The
index to exhibits appears below on the page immediately following the signature pages of this registration statement.
(1) The
undersigned registrant hereby undertakes:
|
(a)
|
to
file, during any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement:
|
|
(i)
|
to
include any prospectus required by Section 10(a)(3) of the Securities Act;
|
|
(ii)
|
to
reflect in the prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the effective
registration statement; and
|
|
(iii)
|
to
include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in
this Registration Statement;
|
provided
,
however
, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.
|
(b)
|
that,
for the purpose of determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
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|
(c)
|
to
remove from registration by means of a post-effective amendment any of the securities
being registered which remain unsold at the termination of the offering.
|
|
(d)
|
that,
for the purpose of determining any liability under the Securities Act to any purchaser:
|
|
(i)
|
each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be a
part of the registration statement as of the date the filed prospectus was deemed part
of and included in the registration statement; and
|
|
(ii)
|
each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part
of a registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability purposes
of the issuer and any person that is at that date an underwriter, such date shall be
deemed to be a new effective date of the registration statement relating to the securities
in the registration statement to which the prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof;
provided, however, that no statement made in a registration statement or prospectus that
is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration statement or
prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date.
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|
(e)
|
that,
for the purpose of determining liability of a registrant under the Securities Act to
any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the
securities to the purchaser, if the securities are offered or sold to such purchaser
by means of any of the following communications, the undersigned registrant will be a
seller to the purchaser and will be considered to offer or sell such securities to such
purchaser:
|
|
(i)
|
any
preliminary prospectus or prospectus of the undersigned registrant to the offering required
to be filed pursuant to Rule 424;
|
|
(ii)
|
any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by an undersigned registrant;
|
|
(iii)
|
the
portion of any other free writing prospectus relating to the offering containing material
information about the undersigned registrant or its securities provided by or on behalf
of the undersigned registrant; and
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|
(iv)
|
any
other communication that is an offer in the offering made by the undersigned registrant
to the purchaser.
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(2)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing
of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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(3)
|
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted
to directors, officers and controlling persons of the registrant pursuant to the provisions
referred to in Item 15, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act and is, therefore, unenforceable. In the event that
a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
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|
(4)
|
The
undersigned registrant hereby undertakes that, for purposes of determining any liability
under the Securities Act, the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under
the Securities Act shall be deemed to be part of this Registration Statement as of the
time it was declared effective.
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(5)
|
The
undersigned registrant hereby undertakes that, for the purpose of determining any liability
under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
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(6)
|
The
undersigned registrant hereby undertakes to file an application for the purpose of determining
the eligibility of the trustee to act under subsection (a) of section 310 of the Trust
Indenture Act (“Act”) in accordance with the rules and regulations prescribed
by the Commission under section 305(b)(2) of the Act.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this amended registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Marlborough, Massachusetts on this 9
th
day of May, 2019.
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REWALK ROBOTICS LTD.
|
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By:
|
/s/ Ori Gon
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Name:
|
Ori Gon
|
|
|
Title:
|
Chief Financial Officer
|
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Larry Jasinski and Ori
Gon, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power
of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this registration statement and all additional registration statements
pursuant to Rule 462(b) of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other
documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to
do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either
of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney
may be signed in counterparts.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons
in the capacities and on the dates indicated:
Signature
|
|
Title
of Capacities
|
|
Date
|
|
|
|
|
|
/s/ Larry Jasinski
|
|
Director and Chief
Executive Officer
|
|
May 9, 2019
|
Larry Jasinski
|
|
(Principal Executive
Officer)
|
|
|
|
|
|
|
|
/s/ Ori Gon
|
|
Chief Financial
Officer
|
|
May 9, 2019
|
Ori Gon
|
|
(Principal Financial
Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Jeff Dykan
|
|
Chairman of the
Board
|
|
May 9, 2019
|
Jeff Dykan
|
|
|
|
|
|
|
|
|
|
/s/ Ning Cong
|
|
Director
|
|
May 9, 2019
|
Ning Cong
|
|
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|
|
|
/s/
Yasushi
Ichiki
|
|
Director
|
|
May 9, 2019
|
Yasushi Ichiki
|
|
|
|
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|
/s/
Aryeh
Dan
|
|
Director
|
|
May 9, 2019
|
Aryeh Dan
|
|
|
|
|
|
|
|
|
|
/s/ Yohanan Engelhardt
|
|
Director
|
|
May 9, 2019
|
Yohanan Engelhardt
|
|
|
|
|
|
|
|
|
|
/s/ Dr. John William Poduska
|
|
Director
|
|
May 9, 2019
|
Dr. John William Poduska
|
|
|
|
|
|
|
|
|
|
/s/ Peter Wehrly
|
|
Director
|
|
May 9, 2019
|
Peter Wehrly
|
|
|
|
|
|
|
|
|
|
/s/ Wayne B. Weisman
|
|
Director
|
|
May 9, 2019
|
Wayne B. Weisman
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Ori Gon
|
|
|
|
May 9, 2019
|
|
Name:
|
Ori Gon, as Attorney-in-Fact
|
|
|
|
|
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|
|
|
|
REWALK ROBOTICS INC.
|
|
Authorized Representative in the United States
|
|
|
|
|
|
|
|
By:
|
/s/
Larry
Jasinski
|
|
|
|
May 9, 2019
|
|
Name:
|
Larry Jasinski
|
|
|
|
|
|
Title:
|
Chief Executive Officer
|
|
|
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|
EXHIBIT
INDEX
Exhibit No.
|
|
Document
|
1.1
|
|
Form of underwriting agreement for the securities offered hereby.
(1)
|
3.1
|
|
Third Amended and Restated Articles of Association of the Registrant (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed with the SEC on April 1, 2019).
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4.1
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Form of indenture relating to debt securities (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form F-3 (File No. 333-207219) filed with the SEC on October 1, 2015).
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4.2
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Specimen share certificate (incorporated by reference to Exhibit 4.1 of the Registration Statement on Form F-1/A (File No. 333-197344) filed with the SEC on August 20, 2014).
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4.3
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Amended and Restated Shareholders’ Rights Agreement, dated July 14, 2014, among the Company and the other parties named therein (incorporated by reference to Exhibit 10.9 to the Company’s registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on July 16, 2014).
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4.4
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Warrant, dated December 30, 2015, between the Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2016).
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4.5
|
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Form of warrant issued in connection with the Company’s follow-on offering in November 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2016).
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4.6
|
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Investment Agreement, dated March 6, 2018, by and between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2018).
(3)
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4.7
|
|
Amendment No. 1 to Investment Agreement, dated May 15, 2018, between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by Timwell Corporation Limited with the SEC on May 29, 2018).
|
4.8
|
|
Registration Rights Agreement, dated May 15, 2018, between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed by Timwell Corporation Limited with the SEC on May 29, 2018).
|
4.9
|
|
Form of pre-funded warrant offered in November 2018 follow-on offering (incorporated by reference to Exhibit 4.6 to the Company’s registration statement on Form S-1/A (File No. 333-227852), filed with the SEC on November 14, 2018).
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4.10
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Form of common warrant to purchase ordinary shares in November 2018 follow-on offering (incorporated by reference to Exhibit 4.7 to the Company’s registration statement on Form S-1/A (File No. 333-227852), filed with the SEC on November 14, 2018).
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4.11
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Form of underwriter warrant from November 2018 follow-on offering (incorporated by reference to Exhibit 4.8 to the Company’s registration statement on Form S-1/A (File No. 333-227852), filed with the SEC on November 14, 2018).
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4.12
|
|
First Amendment to Warrant to Purchase Shares between the Company and Kreos Capital V (Expert Fund) Limited, dated November 20, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on November 21, 2018).
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4.13
|
|
Form of placement agent warrant from February 2019 follow-on offering (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2019).
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4.14
|
|
Form of purchaser warrant from April 2019 registered direct offering (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).
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4.15
|
|
Form of placement agent warrant from April 2019 registered direct offering (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).
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4.16
|
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Form of warrant agent agreement relating to the warrants offered hereby.
(1)
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4.17
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Form of warrant offered hereby.
(1)
|
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(1)
|
To
be filed as an exhibit to a post-effective amendment to this registration statement or
as an exhibit to a current report on Form 8-K and incorporated herein by reference.
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(2)
|
Where
applicable, to be incorporated by referenced to a subsequent filing in accordance with
Section 305(b)(2) of the Trust Indenture Act of 1939, as amended.
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(3)
|
Portions
of the agreement were omitted and a complete copy of the agreement has been provided separately to the SEC pursuant to the Registrant’s
application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended, which application
was subsequently granted.
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II-7
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