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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): October 26, 2016

 

ReWalk Robotics Ltd.

(Exact name of registrant as specified in its charter)

 

Israel 001-36612 N/A
(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)
     
     
3 Hatnufa St., Floor 6, Yokneam Ilit, Israel    2069203
(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code:                        +972.4.959.0123                         

 

 

Not applicable
 
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 1 

 

 

TABLE OF CONTENTS

 

ITEM 2.02 — RESULTS OF OPERATIONS AND FINANCIAL CONDITION 3
ITEM 9.01 — FINANCIAL STATEMENTS AND EXHIBITS 3
SIGNATURES 4
EXHIBIT INDEX 5

 

 2 

 

 

Item 2.02  Results of Operations and Financial Condition.

 

On October 26, 2016, ReWalk Robotics Ltd. (the “Company”) filed with the U.S. Securities and Exchange Commission a preliminary prospectus supplement pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “1933 Act”), relating to the Company’s registration statement on Form S-3 (File No. 333-209833) dated February 29, 2016, as amended, in connection with a proposed public offering of ordinary shares, par value NIS 0.01 per share (“Ordinary Shares”), and warrants to purchase Ordinary Shares. In the preliminary prospectus supplement, the Company disclosed certain estimated results of operations for the three and nine months ended September 30, 2016, which the Company also reported in a press release issued on October 26, 2016. A copy of this press release is being furnished herewith as Exhibit 99.1.

 

The information in this current report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), nor shall it be deemed “incorporated by reference” into any filing under the 1933 Act or the 1934 Act, except as may be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit

Number

   Description
99.1   Press release dated October 26, 2016 of ReWalk Robotics Ltd. titled “ReWalk Robotics Reports Preliminary Estimated Revenues of $1.4 Million for the Third Quarter of 2016.”

 

 3 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  ReWalk Robotics Ltd.
   
  By:  /s/ Kevin Hershberger  
  Name:
Title: 		Kevin Hershberger
Chief Financial Officer

 

Dated: October 26, 2016

 

 4 

 

 

EXHIBIT INDEX

 

Exhibit

Number

   Description
99.1  

Press release dated October 26, 2016 of ReWalk Robotics Ltd. titled “ReWalk Robotics Reports Preliminary Estimated Revenues of $1.4 Million for the Third Quarter of 2016.”

  

 5 

Exhibit 99.1

 

 

 

 

For Immediate Release

 

ReWalk Robotics Reports Preliminary Estimated Revenues of $1.4 Million
for the Third Quarter of 2016

 

YOKNEAM ILIT, ISRAEL / MARLBOROUGH, MA, October 26, 2016 – ReWalk Robotics Ltd. (Nasdaq: RWLK) (“ReWalk” or the “Company”) today announced preliminary estimated revenues of approximately $1.4 million for the three months ended September 30, 2016 and approximately $4.3 million for the nine months ended September 30, 2016. This reflects 23 unit placements, of which 13 were reimbursed under insurance policies, during the three months ended September 30, 2016, and 80 unit placements, of which 41 were reimbursed under insurance policies, during the nine months ended September 30, 2016.

 

Estimated revenues for the three months ended September 30, 2016 also reflect positive reimbursement coverage decisions, conversions of rental units into purchases and incremental purchases by the Veterans Administration (the “VA”) for use in an ongoing clinical study, resulting in a total of 22 units purchased for clinical studies by the VA during the nine months ended September 30, 2016.

 

In addition, the Company announced estimated cash and cash equivalents of approximately $12.4 million as of September 30, 2016.

 

Today’s preliminary estimates of revenues and cash and cash equivalents, which are unaudited, are based on management’s preliminary financial analysis. These estimates are subject to the completion of the Company’s financial closing procedures and any adjustments that may result from the completion of the quarterly review of the Company’s unaudited consolidated condensed financial statements.

 

About ReWalk Robotics Ltd.
ReWalk Robotics Ltd. develops, manufactures and markets wearable robotic exoskeletons for individuals with spinal cord injury. Our mission is to fundamentally change the quality of life for individuals with lower limb disability through the creation and development of market leading robotic technologies. Founded in 2001, ReWalk has headquarters in the U.S., Israel and Germany. For more information on the ReWalk systems, please visit http://www.rewalk.com.

 

ReWalk® is a registered trademark of ReWalk Robotics Ltd. in Israel.

 

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, and Section 21E of the U.S. Securities Exchange Act of 1934. Such forward-looking statements may include projections regarding ReWalk’s future performance and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “should,” “would,” “seek” and similar terms or phrases. The forward-looking statements contained in this press release are based on management’s current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of ReWalk’s control. Important factors that could cause ReWalk’s actual results to differ materially from those indicated in the forward-looking statements include, among others: ReWalk’s expectations regarding future growth, including its ability to increase sales in its existing geographic markets and to expand to new markets; ReWalk’s ability to maintain and grow its reputation and to achieve and maintain market acceptance of its products; ReWalk’s ability to achieve reimbursement from third-party payors for its products; ReWalk’s expectations as to its clinical research program and clinical results; ReWalk’s expectations as to the results of, and the Food and Drug Administration’s potential regulatory actions with respect to, ReWalk’s mandatory post-market 522 surveillance study; the outcome of ongoing shareholder class action litigation relating to ReWalk’s initial public offering; ReWalk’s ability to repay its secured indebtedness; ReWalk’s ability to improve its products and develop new products; ReWalk’s ability to maintain adequate protection of its intellectual property and to avoid violation of the intellectual property rights of others; ReWalk’s ability to gain and maintain regulatory approvals; ReWalk’s ability to secure capital from its at-the-market equity distribution program based on the price range of its ordinary shares and conditions in the financial markets; ReWalk’s ability to maintain relationships with existing customers and develop relationships with new customers; and other factors discussed under the heading “Risk Factors” in ReWalk’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission and other documents subsequently filed with or furnished to the U.S. Securities and Exchange Commission. Any forward-looking statement made in this press release speaks only as of the date hereof. Factors or events that could cause ReWalk’s actual results to differ from the statements contained herein may emerge from time to time, and it is not possible for ReWalk to predict all of them. Except as required by law, ReWalk undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

 

 

 

Investor Contact:

Lisa M. Wilson

President

In-Site Communications, Inc.

T: 212-452-2793

E: lwilson@insitecony.com

 

ReWalk has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, these documents may be obtained from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, New York 10004, by telephone at 212-667-8563, or by email at EquityProspectus@opco.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

 

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