State of Israel	3842	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Colin J. Diamond, Esq.	Aaron M. Lampert, Adv.
Laura Katherine Mann, Esq. Scott J. Levi, Esq. White & Case LLP 1221 Avenue of the Americas	Goldfarb Seligman & Co. 98 Yigal Alon Street Tel Aviv 6789141, Israel Tel:  +972 (3) 608-9999
New York, NY 10020
Tel:  (212) 819-8200

Large accelerated filer ☐		Accelerated filer ☐
Non-accelerated filer ☒		Smaller reporting company ☒
		Emerging growth company ☐

Title of each class of securities to be registered		Amount to be registered(1)				Proposed maximum offering price per unit(2)				Proposed maximum aggregate offering price				Amount of registration fee
Ordinary shares, par value NIS 0.25 per share, issuable upon exercise of outstanding warrants			8,967,570			$	1.38			$	12,375,246.60			$	1,147.19
Total										$	12,375,246.60			$	1,147.19

(1)	The Registrant is hereby registering for resale from time to time by the selling shareholders named herein of up to 8,967,570 ordinary shares, par value NIS 0.25 per share, issuable upon exercise of the outstanding warrants.

(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) under the Securities Act, based on the average of the high and low prices of the registrant’s ordinary shares as reported on the Nasdaq Capital Market on October 15, 2021.

 

•

warrants to purchase up to 8,006,759 ordinary shares at an exercise price of $2.00 (the “September 2021 Institutional Warrants”), which were issued to institutional investors in the September 2021 Private Placement pursuant to the September 2021 Purchase Agreement and may be exercised until March 27, 2027, subject to the terms thereof; and

•

warrants to purchase up to 960,811 ordinary shares at an exercise price of $2.5438 per share (the “September 2021 HCW Warrants”), which were issued to designees of H.C. Wainwright & Co., LLC (“H.C. Wainwright”), the placement agent of the September 2021 Private Placement, as compensation for its services, and may be exercised until September 27, 2026, subject to the terms thereof.

Securities offered by the selling shareholders

8,967,570 ordinary shares issuable upon exercise of the outstanding September 2021 Warrants.

Ordinary shares outstanding before this offering

62,448,795 ordinary shares, based on the number of shares outstanding as of September 29, 2021.

Ordinary shares to be outstanding after this offering

71,416,365 shares (assuming the exercise of all the outstanding September 2021 Warrants and the resale of all underlying ordinary shares by the selling shareholders in offerings under this prospectus).

Use of proceeds

We will not receive any proceeds from the sale of ordinary shares by the selling shareholders. We will, however, receive the proceeds of any Warrants exercised for cash in the future. Such net proceeds will be up to approximately $18.5 million, based on the September 2021 Warrants’ exercise prices.  See “Use of Proceeds” in this prospectus.

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 entitled “Risk Factors,” together with all of the other information included in this prospectus, before deciding to purchase our ordinary shares.

•

1,683,441 ordinary shares reserved for issuance under our equity incentive plans, of which there were (i) outstanding options to purchase 63,453 ordinary shares at a weighted average exercise price of $38.10 per share, (ii) 1,387,652 ordinary shares underlying unvested restricted stock units (“RSUs”), and (iii) 232,336 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 (the “November 2016 Oppenheimer Warrants”);

•

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 (the “November 2018 Common Warrants”);

•

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 (the “November 2018 HCW Warrants”);

•

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 (the “February 2019 HCW Warrants”);

•

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 (the “April 2019 Institutional Warrants”);

•

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 (the “April 2019 HCW Warrants”);

•

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 (the “June 2019 Private Placement Warrants”);

•

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 (the “June 5, 2019 HCW Warrants”);

•

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 (the “June 2019 Institutional Warrants”);

•

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 (the “June 2019 HCW Warrants”);

•

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 (the “February 2020 Common Warrants”);

•

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 (the “February 2020 HCW Warrants”);

•

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 (the “July 2020 Institutional Warrants”);

•

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 the “July 2020 HCW Warrants”);

•

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 (the “December 2020 Institutional Warrants”);

•

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 (the “December 2020 HCW Warrants”);

•

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 (the “February 2021 Institutional Warrants”); 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 “February 2021 HCW Warrants”).

•

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, and potential regulatory developments with respect to, our mandatory FDA 522 post-market 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; and

•

market and other conditions.

•

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 shares as compensation for the performance of services;

•

persons that will hold our shares 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 shares 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 10.0% 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.

Selling Shareholders		Number of Shares Beneficially Owned Prior to the Offering(14)				Percent(15)(19)				Maximum Number Offered by Selling Shareholder(16)				Number of Shares Beneficially Owned After Completion of Offering(17)				Percent(18)(19)
Sabby Volatility Warrant Master Fund, Ltd.			5,247,359	(1)			4.99	%			1,842,752				3,404,607				4.66	%
CVI Investments, Inc.			2,866,616	(2)			4.43	%			1,250,000				1,616,616				2.23	%
Armistice Capital Master Fund, Ltd.			2,650,800	(3)			4.07	%			1,228,502				1,422,298				1.95	%
Intracoastal Capital, LLC			4,846,184	(4)			7.47	%			1,228,502				3,617,682				4.98	%
Lind Global Macro Fund, LP			2,651,802	(5)			4.17	%			614,251				2,037,551				2.83	%
Empery Asset Master, Ltd.			2,163,735	(6)			3.43	%			721,245				1,442,490				2.02	%
Lind Global Fund II, LP			2,138,753	(7)			3.39	%			614,251				1,524,502				2.13	%
Empery Tax Efficient III, LP			800,565	(8)			1.28	%			266,855				533,710				*
Empery Tax Efficient, LP			726,837	(9)			1.16	%			240,401				486,436				*
Charles Worthman			22,634	(10)			*				9,608				13,026				*
Craig Schwabe			54,544	(11)			*				32,428				22,116				*
Michael Vasinkevich			1,237,902	(12)			1.94	%			616,120				621,782				*
Noam Rubinstein			1,116,947	(13)			1.76	%			302,655				814,292				1.13	%

(1)

Holds (i) 1,709,639 ordinary shares and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 3,537,720 ordinary shares, including 1,842,752 ordinary shares underlying the September 2021 Warrants, with the remaining ordinary shares underlying the April 2019 Institutional Warrants, June 2019 Institutional Warrants, and the February 2021 Institutional Warrants. Sabby Management, LLC, the investment manager of Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”), and Hal Mintz, manager of Sabby Management, LLC, may be deemed to share voting and dispositive power with respect to these securities. Each of Sabby Management, LLC and Mr. Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein.  The principal business address of Sabby is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. The principal business address of Sabby Management, LLC and Hal Mintz is 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 07458.

(2)

Holds (i) 608,666 ordinary shares and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 2,257,950 ordinary shares, including 1,250,000 ordinary shares underlying the September 2021 Warrants, with the remaining ordinary shares underlying the November 2016 Institutional Warrants and the February 2021 Institutional Warrants. Heights  Capital  Management, Inc.,  the  authorized  agent  of  CVI  Investments,  Inc. (“CVI”),  has  discretionary  authority  to  vote  and  dispose  of  the  shares  held  by  CVI  and  may  be deemed  to  be  the  beneficial  owner  of  these  shares.  Martin  Kobinger,  in  his  capacity  as  investment  manager  of  Heights  Capital  Management, Inc.,  may  also  be  deemed  to  have  investment  discretion  and  voting  power  over  the  shares  held  by  CVI.  Mr.  Kobinger disclaims any such beneficial ownership of the shares.  CVI  is  affiliated  with  one  or  more  FINRA  member,  none  of  whom  are  currently  expected to  participate  in  the  sale  of  shares  pursuant  to  this  prospectus. The principal business address of CVI is c/o Heights Capital Management Inc., 101 California Street, Suite 3250, San Francisco, California 94111.

(3)

Holds ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 2,650,800 ordinary shares, including 1,228,502 ordinary shares underlying the September 2021 Warrants, with the remaining ordinary shares underlying the June 2019 Institutional Warrants and the February 2021 Institutional Warrants. Armistice Capital, LLC, the investment manager of Armistice Capital Master Fund Ltd. (“Armistice”), and Steven Boyd, the managing member of Armistice Capital, LLC, hold shared voting and dispositive power over the shares held by Armistice. Armistice  Capital, LLC  and  Mr. Boyd  disclaim  beneficial ownership  over  the  securities  held  by  Armistice,  except  to  the  extent  of  their  pecuniary  interest  therein. The principal business address of Armistice is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor New York, New York 10022.

(4)

Holds (i) 2,457,004 ordinary shares and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 2,389,180 ordinary shares, including 1,228,502 ordinary shares underlying the September 2021 Warrants, with the remaining ordinary shares underlying the November 2016 Oppenheimer Warrants, April 2019 Institutional Warrants, June 2019 Institutional Warrants, July 2020 Institutional Warrants, the December 2020 Institutional Warrants and the February 2021 Institutional Warrants. Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal Capital, LLC (“Intracoastal”), have shared voting control and investment discretion over the securities held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership over such shares of Intracoastal. The principal business address of Intracoastal is 245 Palm Trail, Delray Beach, Florida 33482.

(5)

Holds (i) 1,534,702 ordinary shares and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 1,117,100 ordinary shares, including 614,251 ordinary shares underlying the September 2021 Warrants, with the remaining ordinary shares underlying the December 2020 Institutional Warrants and the February 2021 Institutional Warrants. Jeff  Easton  is the  managing  member  of  The  Lind  Partners,  LLC  which  is  the  manager  of  Lind  Global  Macro  Fund,  LP (“Lind”) and  has  sole  voting  control  and investment  discretion  over  the  securities  held  by  Lind.  Mr.  Easton  disclaims  beneficial  ownership  over  the  securities  listed except  to  the  extent  of  his  pecuniary  interest  therein.  The  principal  business  address  of  Lind is 444  Madison  Ave,  41st  Floor,  New  York,  New York 10022.

(6)

Holds (i) 1,442,490 ordinary shares and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 721,245 ordinary shares, all of which are ordinary shares underlying the September 2021 Warrants.  Empery Asset Management LP, the authorized agent of Empery Asset Master, LTD (“EAM”), has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership over these shares. The principal business address of Empery is c/o Empery Asset Management, LP, 1 Rockefeller Plaza, Suite 1205, New York, New York 10020.

(7)

Holds (i) 1,524,502 ordinary shares and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 614,251 ordinary shares, all of which are ordinary shares underlying the September 2021 Warrants. Jeff  Easton  is the  managing  member  of  The  Lind  Partners,  LLC,  which  is  the  general partner  of  Lind  Global  Fund,  LP (“Lind Global”) and  in such capacity has the right to vote and dispose of the  securities  held  by  Lind  Global.  The principal  business  address  of  Lind Global is  444  Madison  Ave,  41st  Floor,  New  York,  New York 10022.

(8)

Holds (i) 533,710 ordinary shares and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 266,855 ordinary shares, all of which are ordinary shares underlying the September 2021 Warrants. Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP (“ETE III”), has discretionary authority to vote and dispose of the shares held by ETE III and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership over these shares. The principal business address of Empery Tax III is c/o Empery Asset Management, LP, 1 Rockefeller Plaza, Suite 1205, New York, New York 10020.

(9)

Holds (i) 480,802 ordinary shares and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 246,035 ordinary shares, including 240,401 ordinary shares underlying the September 2021 Warrants, with the remaining ordinary shares underlying the November 2016 Oppenheimer Warrants. Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership over these shares. The principal business address of Empery Tax is c/o Empery Asset Management, LP, 1 Rockefeller Plaza, Suite 1205, New York, New York 10020.

(10)

Holds other outstanding warrants to purchase 13,026 ordinary shares and September 2021 HCW Warrants to purchase 9,608 ordinary shares issued to the selling shareholder as a representative of H.C. Wainwright. The principal business address is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10128.

(11)

Holds other outstanding warrants to purchase 22,116 ordinary shares and September 2021 HCW Warrants to purchase 32,428 ordinary shares issued to the selling shareholder as a representative of H.C. Wainwright. The principal business address is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10128.

(12)

Holds other outstanding warrants to purchase 621,782 ordinary shares and September 2021 HCW Warrants to purchase 616,120 ordinary shares issued to the selling shareholder as a representative of H.C. Wainwright. The principal business address is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10128.

(13)

Holds (i) 136,250 ordinary shares and (ii) other outstanding warrants to purchase 677,772 ordinary shares and September 2021 HCW Warrants to purchase 302,655 ordinary shares issued to the selling shareholder as a representative of H.C. Wainwright. The principal business address is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10128.

(14)	Includes all ordinary shares held outright and ordinary shares underlying all warrants, whether or not registered hereby, and whether or not they may be exercised due to beneficial ownership limitations on exercise discussed in footnote 19 below.

(15)	Each applicable percentage ownership prior to the offering is calculated based on 62,448,795 ordinary shares outstanding as of such date prior to the exercise of the September 2021 Warrants.

(16)	Represents the maximum number of ordinary shares that may be offered based on the assumption that all of the outstanding September 2021 Warrants held by the selling shareholder will be exercised for cash, irrespective of limitations on exercise discussed in footnote 19 below.

(17)

Represents the number of ordinary shares that will be beneficially owned, irrespective of limitations on exercise discussed in footnote 19 below, by each selling shareholder after completion of this offering. Each number is based on the assumptions that (i) all of the ordinary shares registered for resale by the registration statement of which this prospectus is a part will be sold (following exercise of the September 2021 Warrants), (ii) no other ordinary shares will be sold (including ordinary shares held outright or underlying other outstanding warrants owned as of September 29, 2021) or acquired by the selling shareholder before completion of this offering and (iii) no exercise or vesting of any other warrants or outstanding convertible securities issued by the Company.

(18)

Each applicable percentage ownership following the offering is calculated based on 71,416,365 ordinary shares outstanding as of September 29, 2021, including 62,448,795 ordinary shares outstanding as of such date prior to the exercise of the September 2021 Warrants and assuming the exercise of all September 2021 Warrants and the resale of all ordinary shares underlying the September 2021 Warrants by all selling shareholders in offerings under this prospectus.

(19)

Under the terms of the September 2021 Warrants, a selling shareholder may not exercise Warrants to the extent that such selling shareholder, together with its affiliates, would beneficially own, after such exercise, more than 4.99% or 9.99%, as applicable, of the ordinary shares then outstanding (subject to the right of a selling shareholder with a 4.99% ownership limitation to increase or decrease such beneficial ownership limitation upon notice to us, provided that such limitation cannot exceed 9.99%) and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered. Substantially similar beneficial ownership limitations of 4.99% or 9.99% are found in other outstanding warrants held by the selling shareholders.

•

ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

•

block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;

•

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

•

an exchange distribution in accordance with the rules of the applicable exchange;

•

privately negotiated transactions;

•

settlement of short sales;

•

in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security;

•

through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

•

a combination of any such methods of sale; or

•

any other method permitted pursuant to applicable law.

•

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 Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021 filed with the SEC on May 11, 2021 and for the quarter ended June 30, 2021 filed with the SEC on August 9, 2021;

•

our current reports on Form 8-K filed with the SEC on February 25, 2021, May 21, 2021, September 29, 2021 and October 18, 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 2020 Form 10-K filed with the SEC on February 18, 2021 (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.

•

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.

(1)

Represents estimated fees of the registrant’s Israeli and U.S. securities counsel.

•

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;

•

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.

•

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.

•

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.

(a)

Exhibits

Exhibit No.	Description
4.1	Specimen share certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014).
4.2	Third Amended and Restated Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2019).
4.3	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).
4.4	Form of warrant issued in connection with the Company’s November 2016 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 October 31, 2016).
4.5	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).
4.6	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).
4.7	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).
4.8	Form of placement agent warrant to purchase ordinary shares in 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).
4.9	Form of purchaser warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).
4.10	Form of placement agent warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).
4.11	Form of private placement warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019).
4.12	Form of placement agent warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019).
4.13	Form of purchaser warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).
4.14	Form of placement agent warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).

4.15	Form of common warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).
4.16	Form of placement agent warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).
4.17	Form of purchaser warrant from the July 2020 private placement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2020).
4.18	Form of placement agent warrant from the July 2020 private placement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2020).
4.19	Form of purchaser warrant from the December 2020 private placement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).
4.20	Form of placement agent warrant from the December 2020 private placement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).
4.21	Form of purchaser warrant from the February 2021 private placement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2021).
4.22	Form of placement agent warrant from the February 2021 private placement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2021).
4.23	Form of purchaser warrant from the September 2021 private placement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021).
4.24	Form of placement agent warrant from the September 2021 private placement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on September 29, 2021).
5.1	Opinion of Goldfarb Seligman & Co., Israeli counsel to the Registrant, as to the validity of the ordinary shares being registered hereunder (including consent).†
23.1	Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited.†
23.2	Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1).
24.1	Power of Attorney (included in the signature page to this Registration Statement).

†	Filed herewith.

(a)

to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(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;

(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.

(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.

(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

(iv)

any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(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.

(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.

	TEL AVIV	ZURICH	WWW.GOLDFARB.COM
	Ampa Tower, 98 Yigal Alon St.	14 Mittelstrasse
	Tel Aviv 6789141, Israel	Zurich 8008, Switzerland
	Tel +972 (3) 608-9999	Tel +41 (44) 818 08 00
	Fax +972 (3) 608-9909	Fax +41 (44) 818 08 01
	INFO@GOLDFARB.COM	ZURICH@GOLDFARB.COM

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-3 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Act”), to be filed by ReWalk Robotics Ltd., an Israeli company (the “Company”), on or about the date hereof with the United States Securities and Exchange Commission, as thereafter amended or supplemented, relating to the resale by the selling shareholders named in the Registration Statement (the “Selling Shareholders”), from time to time, of up to 8,967,570 ordinary shares, par value NIS 0.25 per share, of the Company (the “Shares”), issuable upon the exercise of certain warrants to purchase Ordinary Shares, which were issued to the Selling Shareholders (the “Warrants”).

In connection herewith, we have examined and relied without investigation as to matters of fact upon the Registration Statement and the exhibits thereto and such certificates and statements of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments as we have deemed necessary or appropriate to enable us to render the opinions expressed herein. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies.

 

Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein, we are of the opinion that the Shares are duly authorized and, when issued upon exercised of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.

We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and the references to this firm in the sections entitled “Legal Matters” and “Enforceability of Civil Liabilities” in the prospectus forming part of the Registration Statement.  This consent is not to be construed as an admission that we are a party whose consent is required to be filed under the provisions of the Act as part of the Registration Statement.

---

	/s/ Kost, Forer, Gabbay & Kasierer
Tel-Aviv, Israel	KOST FORER GABBAY & KASIERER
October 20, 2021	A Member of Ernst & Young Global