|
Per Share
|
Per Pre-Funded Warrant
|
Total
|
|||||||||
Offering price
|
$
|
2.035
|
$
|
2.034
|
$
|
32,586,898.63
|
||||||
Placement agent’s fees(1)
|
$
|
0.173
|
$
|
0.173
|
$
|
2,769,938.27
|
||||||
Proceeds, before expenses, to us
|
$
|
1.862
|
$
|
1.861
|
$
|
29,816,960.36
|
(1) |
Includes a cash fee and a management fee, equal to 7.5% and 1%, respectively, of the gross proceeds raised in this offering to be paid to the placement agent. We have agreed to reimburse the placement agent for certain of its
offering-related expenses. In addition, we have agreed to issue the placement agent or its designees warrants to purchase 960,811 ordinary shares (equal to 6.0% of the aggregate number of ordinary shares sold in this offering) at an
exercise price of $2.5438 per share, which represents 125% of the offering price per share. We refer to these warrants in this prospectus supplement as the “Placement Agent Warrants.” Neither these Placement Agent Warrants nor the ordinary
shares issuable upon exercise of the Placement Agent Warrants are being registered hereby. See “Plan of Distribution” for a description of the compensation to be received by the placement agent.
|
Prospectus Supplement
|
Page
|
|
|
S-ii
|
|
S-1
|
|
S-5
|
|
S-6 | |
S-8 | |
S-9 | |
S-10 | |
S-11 |
|
S-16 | |
S-17 | |
S-26 | |
S-27 | |
S-30 | |
S-30 | |
S-30 | |
S-31 | |
S-31 |
Prospectus | Page |
1 | |
2 | |
3 | |
3 | |
3 | |
3 | |
4 | |
9 | |
10 | |
12 | |
15 | |
15 | |
15 | |
16 | |
16 |
• |
to the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were filed before the date of this
prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein;
|
• |
any statement contained in a document incorporated by reference in this prospectus supplement or the accompanying prospectus that is inconsistent with information in a document incorporated by reference herein or therein that we filed on
an earlier date will be deemed to modify and supersede the statement in the document filed on the earlier date; and
|
• |
any information that we file with the SEC incorporated by reference into this prospectus supplement after the date hereof will automatically update and supersede the information herein.
|
Ordinary shares offered by us
|
15,403,014 ordinary shares, at an offering price of $2.035 per ordinary share.
|
Pre-funded warrants offered by us
|
We are also offering a total of 610,504 pre-funded warrants to a purchaser whose purchase of ordinary shares in this offering would otherwise result in the purchaser, together with its affiliates and
certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares immediately following the consummation of this offering, in lieu of ordinary shares that
would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding ordinary shares. The offering price of each pre-funded warrant is $2.034 (equal to the
offering price at which ordinary shares are being sold in this offering, minus $0.001) per pre-funded warrant, and the exercise price of each pre-funded warrant is $0.001 per share. Each pre-funded warrant is exercisable for one
ordinary share. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. This offering also relates to the ordinary shares issuable upon
exercise of any pre-funded warrants sold in this offering.
|
Concurrent private placement of warrants
|
In a concurrent private placement, we are selling to investors in this offering ordinary warrants to purchase up to an additional 8,006,759 ordinary shares, which represent 50% of the
number of our ordinary shares purchased in this offering. Each ordinary warrant will be exercisable for one ordinary share at an exercise price of $2.00 per share. We will receive gross proceeds from the concurrent private placement
transaction solely to the extent the ordinary warrants are exercised for cash. The ordinary warrants will be exercisable immediately upon issuance and will have a term of five and one-half years from the date of issuance. The
ordinary warrants and the ordinary warrant shares are being offered pursuant to the exemptions provided in Section 4(a)(2) under the Securities Act and Regulation D promulgated thereunder, and they are not being offered pursuant to
this prospectus supplement and the accompanying prospectus. There is no established public trading market for the ordinary warrants and we do not expect a market to develop. In addition, we do not intend to list the ordinary
warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. See “Concurrent Private Placement of Ordinary Warrants.”
|
Ordinary shares to be outstanding after this offering
|
62,448,795 ordinary shares (assuming the sale of all securities covered by this prospectus supplement and the exercise of all pre-funded warrants issued in
this offering, but assuming no exercise of any ordinary warrants issued in the concurrent private placement, and based on 46,435,277 shares outstanding as of September 26, 2021).
|
Use of proceeds
|
We intend to use the net proceeds from this offering for the following purposes: (i) sales, marketing and reimbursement expenses related to market development activities of our ReStore device and
ReWalk Personal 6.0 device, broadening third-party payor and Centers for Medicare and Medicaid Services (“CMS”) coverage for the ReWalk Personal device and commercializing our new product lines added through distribution agreements;
(ii) research and development of our lightweight exo-suit technology for potential at-home personal health utilization for multiple indications and future generation designs for our spinal cord injury device; (iii) routine product
updates; (iv) general corporate purposes, including working capital needs; and (v) potential acquisitions of businesses. See “Use of Proceeds” in this prospectus supplement.
|
Dividend policy
|
We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying any cash dividends in the foreseeable future.
|
Risk factors
|
You should carefully consider the risk factors described in the section of this prospectus supplement and the accompanying prospectus titled “Risk Factors,” together with all of the
other information included in or incorporated by reference into this prospectus supplement and the accompanying prospectus, before deciding to purchase our ordinary shares.
|
Nasdaq Capital Market symbol
|
Our ordinary shares are listed on the Nasdaq Capital Market under the symbol “RWLK.” We do not intend to list the pre-funded warrants on any securities exchange or any nationally recognized trading
system.
|
• |
1,683,441 ordinary shares reserved for issuance under our equity incentive plans, of which there were outstanding options to purchase 63,453 ordinary shares at a weighted average exercise price of $38.10 per share, (ii) 1,391,652
ordinary shares underlying unvested restricted stock units (“RSUs”), and (iii) 228,336 ordinary shares available for future grant;
|
• |
97,496 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $118.75, which were issued on November 1, 2016 in a follow-on public offering and are exercisable until November 1,
2021, subject to the terms thereof;
|
• |
6,679 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $7.50 per share, which were granted on December 31, 2015 and December 28, 2016 to Kreos Capital V (Expert Fund)
Limited, and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) an “M&A Transaction,” as defined in the warrant;
|
• |
126,839 ordinary shares issued upon the exercise of warrants to purchase ordinary shares at an exercise price of $7.5 per share, which were issued on November 20, 2018 in a follow-on public offering and may be exercised until
November 20, 2023, subject to the terms thereof;
|
• |
106,680 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $9.375 per share, which were issued to the underwriters of a separate follow-on public offering on November 20, 2018
and may be exercised until November 15, 2023, subject to the terms thereof;
|
• |
45,600 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $7.1875 per share, which were issued to the exclusive placement agents as compensation
in connection with the public offering on February 25, 2019 and may be exercised until February 21, 2024, subject to the terms thereof;
|
• |
408,457 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $5.14 per share, which were issued to certain institutional purchasers in a private placement on April 5, 2019 and
may be exercised until October 7, 2024, subject to the terms thereof;
|
• |
49,015 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $6.503125 per share, which were issued to the exclusive placement agents as compensation
in connection with the private placement on April 5, 2019 and may be exercised until April 3, 2024, subject to the terms thereof;
|
• |
1,464,665 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $7.50 per share, which were issued to certain institutional purchasers in a private placement on June 5 and 6,
2019 and may be exercised until June 5, 2024, subject to the terms thereof;
|
• |
87,880 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $9.375 per share, which were issued to designees of the placement agent as compensation
in connection with the private placement on June 5 and 6, 2019 and may be exercised until June 5, 2024, subject to the terms thereof;
|
• |
416,667 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $6.00 per share, which were issued to certain institutional investors in a registered direct offering on June 12,
2019 and may be exercised until December 12, 2024, subject to the terms thereof;
|
• |
50,000 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $7.50 per share, which were issued to designees of the placement agent as compensation
in connection with the private placement on June 12, 2019 and may be exercised until June 10, 2024, subject to the terms thereof;
|
• |
28,400 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $1.25 per share, which were issued to certain institutional investors in the follow-on
“best efforts” public offering on February 10, 2020 and may be exercised until February 10, 2025, subject to the terms thereof;
|
• |
105,840 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $1.5625 per share, which were issued to designees of the placement agent as
compensation in connection with the follow-on “best efforts” public offering on February 10, 2020 and may be exercised until February 5, 2025, subject to the terms thereof;
|
• |
448,698 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $1.76 per share, which were issued to certain institutional investors in the private
placement on July 6, 2020, and may be exercised until January 6, 2026, subject to the terms thereof;
|
• |
296,297 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $2.2781 per share, which were issued to designees of the placement agent as
compensation in connection with the private placement on July 6, 2020 and may be exercised until July 2, 2025, subject to the terms thereof;
|
• |
586,760 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $1.34 per share, which were issued to certain institutional investors in the private
placement on December 8, 2020 and may be exercised until June 8, 2026, subject to the terms thereof;
|
• |
108,806 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $1.79 per share, which were issued to designees of the placement agent as compensation
in connection with the private placement on December 8, 2020 and may be exercised until June 8, 2026, subject to the terms thereof;
|
• |
5,460,751 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $3.60 per share, which were issued to certain institutional investors in the private
placement on February 26, 2021 and may be exercised until August 26, 2026, subject to the terms thereof; and
|
• |
655,290 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $4.58 per share, which were issued to representative of the placement agent as
compensation in connection with the private placement on February 26, 2021 and may be exercised until August 26, 2026, subject to the terms thereof.
|
• |
the adverse effect that the COVID-19 pandemic has had and may continue to have on our business and results of operations;
|
• |
our ability to have sufficient funds to meet certain future capital requirements, which could impair our efforts to develop and commercialize existing and new products;
|
• |
our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market and the risk that our ordinary shares will be delisted if we cannot do so;
|
• |
our expectations regarding future growth, including our ability to increase sales in our existing geographic markets and expand to new markets;
|
• |
our ability to identify merger or acquisition targets and our ability to successfully complete any such merger or acquisition plans;
|
• |
our ability to maintain and grow our reputation and the market acceptance of our products;
|
• |
our ability to achieve reimbursement from third-party payors or advance CMS coverage for our products;
|
• |
our limited operating history and our ability to leverage our sales, marketing and training infrastructure;
|
• |
our expectations as to our clinical research program and clinical results;
|
• |
our ability to obtain certain components of our products from third-party suppliers and our continued access to our product manufacturers;
|
• |
our ability to improve our products and develop new products;
|
• |
our compliance with medical device reporting regulations to report adverse events involving our products, which could result in voluntary corrective actions or enforcement actions such as mandatory recalls, and the potential impact of
such adverse events on ReWalk’s ability to market and sell its products;
|
• |
our ability to gain and maintain regulatory approvals;
|
• |
our expectations as to the results of the FDA, potential regulatory developments with respect to our mandatory 522 postmarket surveillance study;
|
• |
the risk of a cybersecurity attack or breach of our IT systems significantly disrupting our business
operations;
|
• |
our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others;
|
• |
our ability to establish a pathway to commercialize our products in China;
|
• |
the impact of substantial sales of our shares by certain shareholders on the market price of our ordinary shares;
|
• |
our ability to use effectively the proceeds of our offerings of securities;
|
• |
the risk of substantial dilution resulting from the periodic issuances of our ordinary shares;
|
• |
the impact of the market price of our ordinary shares on the determination of whether we are a passive foreign investment company;
|
• |
market and other conditions; and
|
• |
other risks discussed in “Part I. Item 1A. Risk Factors” in our 2020 Form 10-K and “Part II. Item 1A. Risk Factors” in our Q2 2021 Form 10-Q and other documents subsequently filed with the SEC by us, which are incorporated by reference into this prospectus
supplement and the accompanying prospectus.
|
(i) |
sales, marketing and reimbursement expenses related to market development activities of our ReStore device and ReWalk Personal 6.0 device, broadening third-party payor and CMS coverage for the ReWalk Personal
device and commercializing our new product lines added through distribution agreements;
|
(ii) |
research and development of our lightweight exo-suit technology for potential at-home personal health utilization for multiple indications and future generation designs for our spinal cord injury device;
|
(iii) |
routine product updates;
|
(iv) |
general corporate purposes, including working capital needs; and
|
(v) |
potential acquisitions of businesses.
|
Offering price per ordinary share
|
$
|
2.035
|
||||||
Historical net tangible book value per ordinary share as of June 30, 2021
|
$
|
1.4302
|
||||||
Increase in net tangible book value per ordinary share attributable to this offering
|
$
|
0.1057
|
||||||
As-adjusted net tangible book value per ordinary share after this offering
|
$
|
1.5359
|
||||||
Dilution per ordinary share to new investors in this offering
|
$
|
0.4991
|
• |
on an actual basis, based on 46,201,052 ordinary shares outstanding as of that date; and
|
• |
on an as-adjusted basis to give effect to the sale and issuance by us of 15,403,014 ordinary shares offered hereby at an offering price of $2.035 and 610,504 pre-funded warrants offered hereby at an
offering price of $2.034 per pre-funded warrant (equal to the price per ordinary share being sold in this offering, minus $0.001) and giving effect to the exercise of such pre-funded warrants, after deducting placement agent fees and
estimated offering expenses payable by us.
|
|
Actual
|
As adjusted
|
||||||
|
(in thousands)
|
|||||||
|
(unaudited)
|
|||||||
Cash and cash equivalents
|
$
|
64,236
|
$
|
93,715
|
||||
Current maturities of operating leases
|
$
|
640
|
$
|
640
|
||||
Shareholders’ equity
|
||||||||
Ordinary shares NIS 0.25 par value - Authorized: 120,000,000; Issued and outstanding: 46,201,052 shares at June 30, 2021; 120,000,000 shares authorized and 62,214,570 shares issued and outstanding,
as-adjusted
|
$
|
3,394
|
$
|
4,643
|
||||
Additional paid-in capital
|
$
|
250,332
|
$
|
278,562
|
||||
Accumulated deficit
|
$
|
(187,648
|
)
|
$
|
(187,648
|
)
|
||
Total shareholders’ equity
|
$
|
66,078
|
$
|
95,557
|
||||
Total liabilities and shareholders’ equity
|
$
|
71,705
|
$
|
101,184
|
|
•
|
amendments to our Articles of Association;
|
|
•
|
appointment or termination of our auditors;
|
|
•
|
appointment of external directors;
|
|
•
|
approval of certain related party transactions;
|
|
•
|
increases or reductions of our authorized share capital;
|
|
•
|
a merger; and
|
|
•
|
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.
|
• |
banks, financial institutions or insurance companies;
|
• |
real estate investment trusts, regulated investment companies or grantor trusts;
|
• |
brokers, dealers or traders in securities, commodities or currencies;
|
• |
tax-exempt entities or organizations, including an “individual retirement account” or “Roth IRA” as defined in Section 408 or 408A of the Code (as defined below), respectively;
|
• |
certain former citizens or long-term residents of the United States;
|
• |
persons that received our securities as compensation for the performance of services;
|
• |
persons that will hold our securities as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for U.S.
federal income tax purposes;
|
• |
partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or holders
that will hold our securities through such an entity;
|
• |
S corporations;
|
• |
holders that acquire ordinary shares as a result of holding or owning our preferred shares;
|
• |
holders whose “functional currency” is not the U.S. Dollar;
|
• |
persons subject to special tax accounting rules as a result of any item of gross income with respect to the common stock being taken into account in an applicable financial statement; or
|
• |
holders that own directly, indirectly or through attribution 10% or more of the voting power or value of our shares.
|
• |
An individual holder that is a citizen or resident of the United States;
|
• |
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia;
|
• |
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
|
• |
a trust if such trust has validly elected to be treated as a United States person for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one
or more United States persons have the authority to control all of the substantial decisions of such trust.
|
• |
at least 75% of its gross income is “passive income”; or
|
• |
at least 50% of the average quarterly value of its total gross assets (which may be measured in part by the market value of our ordinary shares, which is subject to change as discussed below) is attributable to assets that produce
“passive income” or are held for the production of passive income.
|
|
Per Share
|
Per Pre-Funded Warrant
|
Total
|
|||||||||
Offering price
|
$
|
2.035
|
$
|
2.034
|
$
|
32,586,898.63
|
||||||
Placement agent’s fees
|
$
|
0.173
|
$
|
0.173
|
$
|
2,769,938.27
|
||||||
Proceeds, before expenses, to us
|
$
|
1.862
|
$
|
1.861
|
$
|
29,816,960.36
|
• |
may not engage in any stabilization activity in connection with our securities; and
|
• |
may not bid for or purchase any of our securities or attempt to induce any person to purchase any of our securities, other than as permitted under the Exchange Act, until it has completed its participation in the distribution.
|
• |
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.
|
• |
our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 18, 2021 (including portions of our
Definitive Proxy Statement on Schedule 14A filed with the SEC on April 12, 2021 that are specifically incorporated by reference therein);
|
• |
• |
our current reports on Form 8-K filed with the SEC on February 25, 2021 and May 21, 2021; and
|
• |
the description of our ordinary shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-36612) filed with the SEC on September 2, 2014, as updated by Exhibit 4.2 to the Annual Report on Form 10-K filed with the SEC on February 20, 2020 (Description of the Company’s securities
registered pursuant to Section 12 of the Exchange Act) and any other amendment or report filed for the purpose of updating that description.
|
1
|
|
2
|
|
3
|
|
3
|
|
3
|
|
4
|
|
9
|
|
10
|
|
12
|
|
15
|
|
15
|
|
15
|
|
16
|
|
16
|
●
|
amendments to our Articles of Association;
|
|
●
|
appointment or termination of our auditors;
|
|
●
|
appointment of external directors;
|
|
●
|
approval of certain related party transactions;
|
|
●
|
increases or reductions of our authorized share capital;
|
|
●
|
a merger; and
|
|
●
|
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.
|
●
|
the title of such warrants;
|
|
●
|
the aggregate number of such warrants;
|
|
●
|
the price or prices at which such warrants will be issued and exercised;
|
|
●
|
the currency or currencies in which the price of such warrants will be payable;
|
|
●
|
the securities purchasable upon exercise of such warrants;
|
|
●
|
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
|
●
|
if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
|
|
●
|
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;
|
|
●
|
if applicable, the date on and after which such warrants and the related securities will be separately transferable;
|
|
●
|
information with respect to book-entry procedures, if any;
|
|
●
|
any material Israeli and United States federal income tax consequences;
|
|
●
|
the antidilution provisions of the warrants, if any;
|
|
●
|
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;
|
|
●
|
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
|
|
●
|
any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
●
|
the title of the series;
|
|
●
|
the aggregate principal amount;
|
|
●
|
the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;
|
|
●
|
any limit on the aggregate principal amount;
|
|
●
|
the date or dates on which principal is payable;
|
|
●
|
the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates;
|
|
●
|
the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;
|
|
●
|
the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;
|
|
●
|
the denominations in which such debt securities may be issuable, if other than denomination of $1,000, or any integral multiple of that number;
|
|
●
|
whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities;
|
|
●
|
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;
|
|
●
|
the currency of denomination;
|
|
●
|
the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
|
|
●
|
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;
|
|
●
|
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;
|
●
|
the provisions, if any, relating to any collateral provided for such debt securities;
|
|
●
|
any events of default;
|
|
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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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through agents;
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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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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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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);
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our quarterly report on Form
10-Q for the quarterly period ended March 31, 2019 filed with the SEC on May 8, 2019;
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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
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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.
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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;
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the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of judgments of Israeli courts;
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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;
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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;
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the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
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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
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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.
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