As filed with the Securities and Exchange Commission on November 16, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ReWalk Robotics Ltd.
(Exact name of registrant as specified in its charter)
|
Israel (State or other jurisdiction of incorporation or organization) |
3842 (Primary Standard Industrial Classification Code Number) |
Not Applicable (I.R.S. Employer Identification Number) |
3 Hatnufa Street, Floor 6
Yokneam Ilit, Israel, 2069203
+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 to:
|
Colin J. Diamond White & Case LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 819-8200 |
Aaron M. Lampert, Adv. Ephraim Peter Friedman, Adv. Goldfarb Seligman & Co. 98 Yigal Alon Street Tel Aviv 6789141, Israel Tel: +972 (3) 608-9999 |
Phyllis G. Korff, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square New York, NY 10036 Tel: (212) 735-3000 |
Clifford M.J. Felig, Adv. Meitar Liquornik Geva Leshem Tal 16 Abba Hillel Silver Rd. Ramat Gan 52506, Israel Tel: +972 (3) 610-3100 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-220545
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 post-effective amendment filed pursuant to Rule 462(d) 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. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):
| Large accelerated filer ¨ |
Accelerated filer ¨ | Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Smaller reporting company x |
Emerging growth company x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period with any new or revised accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x
CALCULATION OF REGISTRATION FEE
| TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED |
PROPOSED MAXIMUM AGGREGATE OFFERING PRICE(1) (2) |
AMOUNT OF REGISTRATION FEE |
||||||
| Ordinary Shares, par value NIS 0.01 per share | $ | 1,380,000 | $ | 171.81 | ||||
(1) ReWalk Robotics Ltd., or the Company, previously registered ordinary shares with a proposed maximum aggregate offering price of $6,900,000 in post-effective amendment no. 1 to its registration statement on Form S-1 (File No. 333-220545), which post-effective amendment was declared effective by the Securities and Exchange Commission on November 9, 2017. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended, or the Securities Act, the additional $1,380,000 proposed maximum aggregate offering price, which is no more than 20% of the maximum aggregate offering price of the ordinary shares eligible to be sold under the registration statement on Form S-1 (File No. 333-220545), is hereby registered. The aggregate offering price of the ordinary shares registered includes ordinary shares that the underwriter of the offering (as described in post-effective amendment no. 1 to the registration statement on Form S-1 (File No. 333-220545)) may purchase pursuant to its option to purchase additional ordinary shares.
(2) The registration fee is calculated pursuant to Rule 457(o) under the Securities Act.
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT
ON FORM S-1, FILE NO. 333-220545
ReWalk Robotics Ltd., or the Company, incorporates by reference into this registration statement on Form S-1 the entirety of its previously-filed registration statement on Form S-1 (File No. 333-220545), as amended, including pursuant to post-effective amendment no. 1 thereto, or the Prior Registration Statement. The Securities and Exchange Commission, or the SEC, declared post-effective amendment no. 1 to the Prior Registration Statement effective on November 9, 2017. The incorporation by reference of the Prior Registration Statement includes all documents incorporated or deemed to be incorporated by reference into the Prior Registration Statement and all exhibits thereto.
This registration statement on Form S-1 includes the facing page, this page, the signature page, an exhibit index and the consent of the Company’s independent registered public accounting firm, and incorporates by reference an opinion of counsel regarding the legality of the ordinary shares being registered and the related consent filed with the Prior Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marlborough, State of Massachusetts on November 16, 2017.
| REWALK ROBOTICS LTD. | ||
| By: | /s/ Kevin Hershberger | |
| Name: Kevin Hershberger | ||
| Title: Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title of Capacities | Date | ||
| * | Director and Chief Executive Officer | November 16, 2017 | ||
| Larry Jasinski | (Principal Executive Officer) | |||
| /s/ Kevin Hershberger | Chief Financial Officer | November 16, 2017 | ||
| Kevin Hershberger | (Principal Financial Officer and Principal Accounting Officer) | |||
| * | Chairman of the Board | November 16, 2017 | ||
| Jeff Dykan | ||||
| * | Director | November 16, 2017 | ||
| Wayne B. Weisman | ||||
| * | Director | November 16, 2017 | ||
| Yasushi Ichiki | ||||
| * | Director | November 16, 2017 | ||
| Aryeh Dan | ||||
| * | Director | November 16, 2017 | ||
| Glenn Muir | ||||
| * | Director | November 16, 2017 | ||
| Dr. John William Poduska | ||||
| * | Director | November 16, 2017 | ||
| Deborah DiSanzo |
| * | Director | November 16, 2017 | ||
| Peter Wehrly |
| *By: | /s/ Kevin Hershberger | November 16, 2017 | |
| Name: Kevin Hershberger, as Attorney-in-Fact |
| REWALK ROBOTICS, INC. |
Authorized Representative in the United States |
| By: | /s/ Kevin Hershberger | November 16, 2017 | |
| Name: Kevin Hershberger | |||
| Title: Chief Financial Officer |
EXHIBIT INDEX
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 (the “Form S-1MEF”) of the reference to our firm under the caption “Experts” included in, and to the incorporation by reference of our report dated February 17, 2017, with respect to the financial statements of ReWalk Robotics Ltd. and its subsidiaries incorporated by reference in, post-effective amendment no. 1 to the Registration Statement (Form S-1 No. 333-220545) and the related prospectus of ReWalk Robotics Ltd. for the registration of its ordinary shares, which are incorporated by reference in the Form S-1MEF.
| /s/ Kost Forer Gabbay & Kasierer | |
| Haifa, Israel | KOST FORER GABBAY & KASIERER |
| November 16, 2017 | A Member of EY Global |