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This filing relates to the 2022 Annual Meeting of Shareholders (the “Meeting”) of ReWalk Robotics Ltd. (the “Company”).

The following letter was mailed to shareholders of the Company entitled to notice of, and to vote at, the Meeting on or about June 23, 2022:

June 23, 2022

 

Dear Shareholders,

Thank you for your investment in ReWalk Robotics Ltd. (“ReWalk” or the “Company”) and your confidence in our life-changing technologies. We are writing to you because this year’s Annual Meeting of Shareholders (the “Annual Meeting”), scheduled for July 27, 2022, will be especially important. The Company is at a critical juncture as we are closing in on achieving key milestones to pave the way for broader patient access to our solutions, which we believe will enhance value creation.

Your Board of Directors (“Board”) and management team are working hard to continue to create value by pursuing increased access to wearable robotic exoskeletons through expanded reimbursement coverage in the U.S. and Germany. These efforts are catalysts for achieving sustainable growth stemming from our years of thoughtful investment in research, development and innovation. In our view, ReWalk is at an exciting inflection point on the road to broad commercialization.

 

Our core strategy involves the following:

 

 

 

 

 

Below we outline our exciting progress to date in further detail and our plans for the future.

 

THE BOARD AND MANAGEMENT HAVE OVERSEEN TANGIBLE PROGRESS AGAINST PREVIOUSLY SET GOALS

Your Board and management team have been focused on creating a meaningful and sustainable market for the personal use of robotic technologies to change patients’ lives. We have made tangible progress, including the following:

 

 

 

 

 

 

 

We remain committed to utilizing our cash to support growth and maximize shareholder value.

 

 

 

✔ We believe the program represents a prudent use of the Company’s capital and signals the Board’s confidence in our long-term prospects — with pivotal decisions expected in 2022 regarding coverage in the U.S. and in Germany

 

Several pivotal milestones lie ahead in the remainder of this year, and collectively we are laser-focused on leveraging the value-enhancing potential of these developments by:

 

 

 

We believe we have a strong Board with the necessary mix of essential skills and relevant experience to help drive our efforts to achieve broader reimbursement for, and commercialization of, our life-changing technologies.

As a Board, we are focused on refreshment and evaluating on an ongoing basis whether we have the right skill sets to maximize value at all levels. Our commitment to Board refreshment is something we take very seriously:

 

 

✔ Both Mr. Turk and Ms. Richner bring essential skill sets in reimbursement and post-CMS reimbursement, which is what we believe ReWalk needs at this critical point

 

Unfortunately, Creative Value Capital Limited Partnership (“CVC”), which claims to hold approximately 3% of ReWalk’s outstanding shares, has nominated two candidates for election to the Board and submitted two additional proposals for consideration at the Annual Meeting.

 

We believe that all three of our candidates up for election at the Annual Meeting — CEO Larry Jasinski, Dr. John William Poduska and Ms. Richner — are critical to sustaining our momentum with reimbursement and technology development. Their experience and specific roles in these areas are essential to our success. CVC has provided limited information about its nominees and has not articulated why they should be elected to the Board. We strongly recommend that shareholders vote against CVC’s nominees.

Additionally, among CVC’s proposals is the removal of three of our current directors: Chairman Jeff Dykan, Yohanan Engelhardt and Yasushi Ichiki — all of whom bring integral and unique skill sets and experience to the Board. CVC has provided no explanation as to why it believes these directors, including our Chairman, should be removed from the Board, and we believe such removals would be detrimental to shareholders. We therefore recommend that shareholders do not support this proposal.

Despite ongoing discussions, CVC has still not made a good faith attempt to work constructively with our Board, nor has it provided us with any suggestions for improving our business or any other insight into how its nominees would enhance value for all shareholders. As a result, our Board cannot and does not endorse any of the shareholder nominees. However, we remain open to a continued dialogue in order to avoid a costly, distracting and unnecessary proxy contest that threatens our trajectory.

Thank you for your support.

Sincerely,

 

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IF SHAREHOLDERS HAVE QUESTIONS OR NEED ASSISTANCE IN VOTING THEIR SHARES FOR THE ANNUAL MEETING, PLEASE CONTACT THE COMPANY’S PROXY SOLICITOR, MORROW SODALI, USING THE BELOW INFORMATION

	M O R R O W S O D A L I
509 Madison Avenue
Suite 1206
New York, NY 10022
Banks and Brokers Call: (203) 561-6945
Shareholders Call Toll Free: (800) 662-5200
E-mail:  RWLK@investor.morrowsodali.com

 

 

ReWalk® and ReStore® are registered trademarks of ReWalk Robotics Ltd. in the United States and other jurisdictions.

 

 

In addition to historical information, this letter contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, and Section 21E of the U.S. Securities Exchange Act of 1934. Such forward- looking statements may include projections regarding ReWalk's future performance and other statements that are not statements of historical fact and, in some cases, may be identified by words like "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future," "will," "should," "would," "seek" and similar terms or phrases. The forward-looking statements contained in this letter are based on management's current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of ReWalk's control. Important factors that could cause ReWalk's actual results to differ materially from those indicated in the forward-looking statements include, among others: uncertainties associated with future clinical trials and the clinical development process, the product development process and FDA regulatory submission review and approval process; the adverse effect that the COVID-19 pandemic has had and may continue to have on the Company’s business and results of operations; ReWalk's ability to have sufficient funds to meet certain future capital requirements, which could impair the Company's efforts to develop and commercialize existing and new products; ReWalk's ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market and the risk that its ordinary shares will be delisted if it cannot do so; ReWalk’s ability to maintain and grow its reputation and the market acceptance of its products; ReWalk's ability to achieve reimbursement from third-party payors, including CMS, for its products; ReWalk's limited operating history and its ability to leverage its sales, marketing and training infrastructure; ReWalk's expectations as to its clinical research program and clinical results; ReWalk's expectations regarding future growth, including its ability to increase sales in its existing geographic markets and expand to new markets; ReWalk's ability to obtain certain components of its products from third-party suppliers and its continued access to its product manufacturers; ReWalk's ability to improve its products and develop new products; ReWalk's compliance with medical device reporting regulations to report adverse events involving the Company's 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; ReWalk's ability to gain and maintain regulatory approvals; ReWalk's ability to maintain adequate protection of its intellectual property and to avoid violation of the intellectual property rights of others; the risk of a cybersecurity attack or breach of the Company's IT systems significantly disrupting its business operations; ReWalk's ability to use effectively the proceeds of its offerings of securities; and other factors discussed under the heading "Risk Factors" in ReWalk's annual report on Forms 10-K and 10-K/A for the year ended December 31, 2021 filed with the SEC and other documents subsequently filed with or furnished to the SEC. Any forward-looking statement made in this letter speaks only as of the date hereof. Factors or events that could cause ReWalk's actual results to differ from the statements contained herein may emerge from time to time, and it is not possible for ReWalk to predict all of them. Except as required by law, ReWalk undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

 

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