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 As filed with the Securities and Exchange Commission on September 6, 2022

Registration No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

ReWalk Robotics Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

ReWalk Robotics Ltd. Amended and Restated 2014 Incentive Compensation Plan

(Full title of the plan)

 

ReWalk Robotics, Inc.

200 Donald Lynch Blvd

Marlborough, MA 01752

 (Name and address of agent for service)

 

+ 1 (508) 251-1154

(Telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period with any new or revised accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

EXPLANATORY NOTE

 

ReWalk Robotics Ltd. (the “Company” or the “Registrant”) filed registration statements on Form S-8 (File Nos. 333-199688, 333-221357, 333-230485, and 333-239258) (the “Prior Registration Statements”) with the Securities and Exchange Commission (the “Commission”) on October 29, 2014, November 6, 2017, March 25, 2019, and June 18, 2020, respectively, registering under the Securities Act of 1933, as amended (the “Securities Act”), in the aggregate (taking into account the Company’s one-for-25 reverse share split that became effective on April 1, 2019) 2,016,747 ordinary shares, par value NIS 0.25 (“ordinary shares”), issuable under the Registrant’s Amended and Restated 2014 Incentive Compensation Plan (the “A&R 2014 Plan”).

On March 30, 2022, the Company’s board of directors (the “Board”) approved, subject to shareholder approval, an amendment to the A&R 2014 Plan (the “2022 Amendment”). The 2022 Amendment included, among other things, an increase in the number of ordinary shares issuable under the A&R 2014 Plan by 4,400,000 shares.

At the Company’s 2022 annual meeting of shareholders held on July 27, 2022, the Company’s shareholders approved the 2022 Amendment.

The Company is filing this registration statement on Form S-8 (this “Registration Statement”) with the Commission to register under the Securities Act 4,400,000 ordinary shares, issuable under the A&R 2014 Plan. The additional 4,400,000 ordinary shares consist of the following: (i) 4,400,000 ordinary shares issuable pursuant to awards under the A&R 2014 Plan, which shares were added effective July 27, 2022 and (ii) pursuant to Rule 416 under the Securities Act, an indeterminate number of additional ordinary shares that may become issuable under the terms of the A&R 2014 Plan by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Company’s receipt of consideration, which results in an increase in the number of the Company’s outstanding ordinary shares.

Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements, and the information required by Part II is omitted, except as supplemented by the information set forth below.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

Item 1. Plan Information.*

 

Item 2. Registrant Information and Employee Plan Annual Information.*

 

* As permitted by Rule 428 under the Securities Act, this Registration Statement omits the information specified in Part I of Form S-8. The documents containing the information specified in this Part I of Form S-8 (“Plan Information” and “Registrant Information and Employee Plan Annual Information”) will be sent or given to employees as specified by the Commission pursuant to Rule 428(b)(1) under the Securities Act. Such documents are not required to be and are not filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. The Registrant will provide a written statement to participants advising them of the availability without charge, upon written or oral request, of the documents incorporated by reference in Item 3 of Part II hereof and including the statement in the preceding sentence. The written statement to all participants will indicate the availability without charge, upon written or oral request, of other documents required to be delivered pursuant to Rule 428(b) under the Securities Act, and will include the address and telephone number to which the request is to be directed.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Registrant are incorporated herein by reference:

 

(i)	the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Commission on February 24, 2022, and as amended on May 2, 2022 (the “Annual Report”);

 

In addition to the foregoing, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered under this Registration Statement have been sold, or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, no information is incorporated by reference in this Registration Statement where such information under applicable forms and regulations of the Commission is not deemed to be “filed” under Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, unless the Company indicates in the report or filing containing such information that the information is to be considered “filed” under the Exchange Act or is to be incorporated by reference into this Registration Statement.

 

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on this Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marlborough, Massachusetts, on this 6th day of September, 2022.

 

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Larry Jasinski and Almog Adar, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in counterparts.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on September 6, 2022, in the capacities indicated below:

 

 

 

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ReWalk Robotics Ltd.

3 Hatnufa Street

P.O. Box 161

Yokneam Ilit, 2069203

Israel

Ladies and Gentlemen,

 

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), on behalf of ReWalk Robotics Ltd. (the “Company”), relating to 4,400,000 of the Company’s Ordinary Shares, par value NIS 0.25 per share (the “Shares”), issuable under the ReWalk Robotics Ltd. Amended and Restated 2014 Incentive Compensation Plan (the “2014 Plan”).

 

This opinion is being furnished in connection with the requirements of Items 601(b)(5) and (b)(23) of Regulation S-K under the Act, as amended, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus that is a part of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.

 

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.

 

In connection with this opinion, we have examined such corporate records, instruments, other documents, certificates and statements of officers of the Company and such questions of Israeli law as we have considered necessary or appropriate to enable us to render the opinions expressed herein. In such examination, we have assumed the genuineness of all signatures, the legal competency and capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of copies submitted to us, the authenticity of the originals of such copies and, as to matters of fact, the accuracy of all statements and representations made by officers of the Company. We have also assumed that each individual grant under the 2014 Plan that will be made after the date hereof will be duly authorized by all necessary corporate action.

 

Based on the foregoing and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Shares have been duly authorized by the Company, and, when issued and paid for in accordance with the terms of the 2014 Plan, will be validly issued, fully paid and non-assessable.

 

This opinion is rendered as of the date hereof, and we undertake no obligation to advise you of any changes in applicable law or any other matters that may come to our attention after the date hereof that may affect this opinion.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are a person whose consent is required to be filed with the Registration Statement under the provisions of the Act.

 

Very truly yours, /s/ Goldfarb Seligman & Co. Goldfarb Seligman & Co.

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Exhibit 23.1

Kost Forer Gabbay & Kasierer Menachem Begin 144, Tel-Aviv 6492102, Israel

Tel: +972-3-6232525 Fax: +972-2-5622555 ey.com

KOST, FORER, GABBAY & KASIERER
A Member of Ernst & Young Global

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Exhibit 107

 

Calculation of Filing Fee Tables

 

(Form Type)

 

(Exact Name of Registrant as Specified in its Charter)

 

 

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