UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
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For the fiscal year ended
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or
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For the transition period from ______ to ______
Commission File Number: 001-36612
(Exact name of registrant as specified in charter)
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Not applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: +972 .4.959.0123
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or 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.
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Large accelerated filer ☐
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Accelerated filer ☐
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Smaller reporting company
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of the Ordinary Shares held by non-affiliates of the Registrant based upon the closing price of the Ordinary Shares as reported by the Nasdaq Capital Market on June 30, 2022 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $58,466,801 .
As of February 23, 2023, the Registrant had outstanding 59,480,132 Ordinary Shares, par value NIS 0.25 per share.
The registrant’s auditor is Kost Forer Gabbay & Kasierer , Tel-Aviv, Israel (PCAOB ID 1281 )
EXPLANATORY NOTE TO AMENDMENT NO. 1
ReWalk Robotics Ltd. (the “Company,” “we,” “us,” “our”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, which was filed with the Securities and Exchange Commission (the “SEC”) on February 23, 2023 (the “Original Form 10-K” and together with Amendment No. 1, the “2022 Annual Report”) for the sole purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include Part III information in our 2022 Annual Report because we will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year covered by the Original Form 10-K. This Amendment No. 1 amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Form 10-K.
In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Item 15 of Part IV of the Original Form 10-K is hereby amended to include as Exhibits 31.3 and 31.4 the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Except as described herein, this Amendment No. 1 does not modify or update the disclosures in, or exhibits to, the Original Form 10-K or update the Original Form 10-K to reflect events occurring after the date of such filing. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s other filings made with the SEC subsequent to the filing of the Original Form 10-K. Unless otherwise defined herein, all capitalized terms included in this Amendment No. 1 but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Form 10-K.
REWALK ROBOTICS LTD.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2021
TABLE OF CONTENTS
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PART III
ITEM 10. DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE
Information About Our Directors
Set forth below are the names and ages of the directors
of the Company as of April 28, 2023 and their principal occupations at present and for the past five years. Our Board of Directors (the
“Board”) currently consists of ten members and is divided into three classes, with a class of directors elected each year
for a three-year term. No family relationships exist between any directors or executive officers, as such term is defined in Item 401
of Regulation S-K promulgated under the Exchange Act.
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Name |
Age |
Current Position with the Company
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Director Since
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Jeff Dykan*(1) |
64 |
Class I Director, Chairman |
2009 |
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Yasushi Ichiki* |
55 |
Class I Director |
2014 |
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Joseph Turk*(2) |
55 |
Class I Director |
2022 |
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Hadar Levy* |
50 |
Class I Director |
2022 |
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Larry Jasinski |
65 |
Class II Director, Chief Executive Officer |
2012 |
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Dr. John William Poduska*(2) (3) |
85 |
Class II Director |
2014 |
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Randel E. Richner* |
67 |
Class II Director |
2020 |
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Wayne B. Weisman*(3) |
67 |
Class III Director |
2009 |
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Aryeh (Arik) Dan*(1)(2) |
64 |
Class III Director |
2013 |
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Yohanan Engelhardt*(3) |
65 |
Class III Director |
2018 |
____________________
*Independent
(1) Member of Nominating and Corporate Governance Committee.
(2) Member of Compensation Committee.
(3) Member of Audit Committee.
Class III Directors Continuing in Office until
the 2023 Annual General Meeting of Shareholders
Set forth below is a list of our directors continuing in office
until the 2023 annual general meeting of shareholders, together with certain biographical information, including their ages as of the
date of this Amendment No. 1:
Wayne B. Weisman, 67, has
served on our Board since 2009 and as a member of our audit committee since March 15, 2020. He previously served as a member of our audit
committee from the end of December 2017 until May 2018. He was appointed by our shareholder SCP Vitalife. Since 2007, Mr. Weisman has
been a director of SCP Vitalife GP, the corporate general partner of the common general partner of SCP Vitalife Partners II L.P. and its
affiliate SCP Vitalife Partners (Israel) II L.P. He has also served as a managing member of SCP Vitalife Management Company, LLC, which
by contract provides certain management services to the common general partner of SCP Vitalife. Mr. Weisman is Chairman of Recro Pharma,
Inc. (Nasdaq: REPH), a pharmaceutical contract development and manufacturing company. Mr. Weisman also serves on the board of directors
of Baudax Bio, Inc. (Nasdaq: BXRX), a specialty pharmaceutical company developing multiple non-opioid therapeutics for the treatment of
serious acute pain. He also serves on the boards of a number of private companies, including Garnet Biotherapeutics Inc. and Echo360 Inc.
Mr. Weisman previously served on the board of directors of each of EndoSpan Ltd. from 2009 to 2015, Ivenix, Inc. from 2011 to 2015 and
Pocared Diagnostics Ltd. from 2007 to 2015. He is vice chairman of the board of trustees of Young Scholars Charter School. He is also
an advisory board member of the Philadelphia-Israel Chamber of Commerce and Mid-Atlantic Diamond Ventures, the venture forum of Temple
University. Mr. Weisman holds a B.A. from the University of Pennsylvania and a J.D. from the University of Michigan Law School. We believe
that Mr. Weisman’s leadership as a director of various pharmaceutical and healthcare companies and his extensive experience serving
as a director on other boards provide him the qualifications and skills to serve as a member of our Board.
1
Aryeh (Arik) Dan, 64, has
served on our Board since 2013. He was appointed by our shareholder Yaskawa Electric Corporation, a manufacturer of motion controllers,
switches, industrial robots and other automation products. He has served as the President and Chief Executive Officer of Yaskawa Europe
Technology since 2005. Mr. Dan holds a B.Sc. in aeronautical engineering from the Technion-Israel Institute of Technology and completed
studies in the M.B.A. research program at Keio University, Japan. We believe that Mr. Dan’s leadership experience and his expertise
in robotics technology and research and development provide him with the qualifications and skills to serve as a member of our Board.
Yohanan Engelhardt, 65,
has served on our Board since May 2018 and has been the chairman of our audit committee since May 3, 2018. Mr.
Engelhardt served as CFO and Vice President of Finance of publicly traded and private companies for 25 years, including 18 years at ViryaNet,
a provider of mobile workforce management software solutions. During his tenure at ViryaNet he oversaw all financial operations, M&A
activities, private placements, the company’s initial public offering and the sale of the company to a large private equity firm
in 2014. Since 2015, he has provided CFO services to early-stage companies as well as accounting services to an accounting firm. Mr. Engelhardt
holds a B.A. in accounting and economics from the Hebrew University of Jerusalem and a Certified Public Accountant license in the United
States and in Israel. He is a member of the American Institute of Certified Public Accountants and the Institute of Certified Public Accountants
in Israel. We believe that Mr. Engelhardt’s extensive background as executive in various public companies provides him the qualifications
and skills to serve as a member of our Board.
Class I Directors Continuing in Office until
the 2024 Annual General Meeting of Shareholders
Set forth below is a list of our directors continuing in office
until the 2024 annual general meeting of shareholders, together with certain biographical information, including their ages as of the
date of this Amendment No. 1:
Jeff Dykan, 64, has
served on our Board since 2006 and has been the Chairman of our Board since 2009. He was appointed by our shareholder SCP Vitalife. Since
2002 Mr. Dykan has been a director of Vitalife Partners Management LP, the general partner of Vitalife, and since 2007 has been a director
of its successor fund, SCP Vitalife GP, the corporate general partner of the common general partner of SCP Vitalife Partners II L.P. and
its affiliate SCP Vitalife Partners (Israel) II L.P. He has also served as a managing member of SCP Vitalife Management Company, LLC and
SCP Vitalife Management Israel Ltd., which by contract provides certain management services to the common general partner of SCP Vitalife.
Prior to joining Vitalife, from 2001 to 2002, Mr. Dykan was the Chairman and Chief Executive Officer of BitBand Inc., formerly a provider
of content management and delivery systems, specializing in video on demand for IPTV. Mr. Dykan is a member of the American Institute
of Certified Public Accountants and holds a B.Sc. in accounting and management and an M.B.A. in computer applications, both from New York
University. We believe that Mr. Dykan’s extensive knowledge of corporate finance, securities and investments and his years of acting
in management roles provide him the qualifications and skills to serve as a member of our Board.
Yasushi Ichiki, 55, has
served on our Board since 2014. He was appointed by our shareholder Yaskawa Electric Corporation, a manufacturer of motion controllers,
switches, industrial switches and other automation products. Mr. Ichiki has been the Manager of the Corporate Planning Department, Corporate
Planning Division, of Yaskawa Electric Corporation since May 2014. Previously, from February 2010 to April 2014, he served as the General
Manager of Corporate Planning, Robotics Division of Yaskawa Europe GmbH. Mr. Ichiki holds a B.A. from Yamaguchi University, Japan. We
believe that Mr. Ichiki’s management experience and his expertise in the development and marketing of robotics and power electronics
technology provide him the qualifications and skills to serve as a member of our Board.
Joseph Turk,
55, has served on our Board since April 2022. Mr. Turk has served as an Executive Vice President of Fresenius Medical Care North
America since 2019, during which he has served as the Global Head of Home Therapies since January 2022, President of its North American
Renal Therapies Group from July 2021 through December 2021, and as the President of its U.S. Home and Critical Care Therapies group from
February 2019 until July 2021. Previously he served in a number of roles at NxStage Medical, Inc. from 2000 to 2019, including President,
Senior Vice President, and Vice President of Marketing. Prior to this, Mr. Turk held roles at Boston Scientific Corporation and McKinsey
and Company. Mr. Turk holds a B.A. from Wabash College and an M.A from the Kellogg Graduate School of Management. We believe that Mr.
Turk’s management leadership and experience in successfully achieving favorable Medicare reimbursement, building an organization
for implementation of commercialization with a novel breakthrough medical device, and completing multiple new business development transactions
provide him the qualifications and skills to serve as a member of our Board.
2
Hadar Levy, 50, has served
on our Board since August 2022. Mr. Levy has more than 20 years of experience in management and finance. Mr. Levy has served
as the Chief Executive Officer of Brainsway Ltd., a commercial stage medical device company developing advanced noninvasive neurostimulation
treatments for mental health disorders, since February 2023, and prior to that, held several senior management roles at Brainsway since
joining in July 2014, including as Senior Vice President and Chief Operating Officer since May 2020, and as Chief Financial Officer from
September 2014 to May 2020. Prior to joining Brainsway, Mr. Levy served as a finance manager in the Latin America Division at Amdocs Ltd.,
where he was responsible for accounting, financial reporting, treasury, portfolio management and finance support for Mergers & Acquisitions.
Prior to Amdocs, he served as Chief Financial Officer & Business Development of Notal Vision, a healthcare company that researches
and develops medical technologies for detecting retinal malfunction and deterioration, where he was responsible for all financial functions
and led financial rounds of equity including M&A activities with strategic partners. Prior to this position, he served as Controller
of GE Healthcare Israel. Mr. Levy began his career at Deloitte LLP. He holds a BA in Accounting and Economics, an LLM degree from Bar-Ilan
University (Tel Aviv, Israel), and is a Certified Public Accountant. We believe that Mr. Levy’s finance and senior management experience
in the medical device industry experience provide him with the qualifications and skills to serve as a member of our Board.
Class II Directors Continuing in Office until
the 2025 Annual General Meeting of Shareholders
Set forth below is a list of our directors continuing in office
until the 2025 annual general meeting of shareholders, together with certain biographical information, including their ages as of the
date of this Amendment No. 1:
Larry Jasinski, 65, has
served as our Chief Executive Officer (“CEO”) and as a member of our Board since February 2012. From 2005 until 2012, Mr.
Jasinski served as the President and Chief Executive Officer of Soteira, Inc., a company engaged in development and commercialization
of products used to treat individuals with vertebral compression fractures, which was acquired by Globus Medical in 2012. From 2001 to
2005, Mr. Jasinski was President and Chief Executive Officer of Cortek, Inc., a company that developed next-generation treatments for
degenerative disc disease, which was acquired by Alphatec in 2005. From 1985 until 2001, Mr. Jasinski served in multiple sales, research
and development, and general management roles at Boston Scientific Corporation. Mr. Jasinski has served on the board of directors of Massachusetts
Bay Lines since 2015 and of LeMaitre Vascular, Inc. since 2003. Mr. Jasinski holds a B.Sc. in marketing from Providence College and an
MBA from the University of Bridgeport. We believe
that Mr. Jasinski’s successful leadership and executive experience, along with his extensive knowledge of the medical devices industry
and research and development, provide him the qualifications and skills to act as a member of our Board.
Dr. John William Poduska, 85, has
served on our Board since 2014. He also serves as
a director on the boards of a number of privately-held companies. Dr. Poduska also served as a director of EXA Corporation (Nasdaq: EXA),
where he served as chairman of the company and a member of the nominating and corporate governance committee, until 2018, Novell, Inc.
until 2011 and of Anadarko Petroleum Corporation and Safeguard Scientifics, Inc. until 2009. Dr. Poduska was the Chairman of Advanced
Visual Systems Inc., a provider of visualization software, from January 1992 to December 2001. From December 1989 until December 1991,
Dr. Poduska was President and Chief Executive Officer of Stardent Computer Inc., a computer manufacturer. From December 1985 until December
1989, Dr. Poduska served as Chairman and Chief Executive Officer of Stellar Computer Inc., a computer manufacturer he founded which is
the predecessor of Stardent Computer Inc. Prior to founding Stellar Computer, Inc., Dr. Poduska founded Apollo Computer Inc. and Prime
Computer, Inc. Dr. Poduska holds a Sc.D. from MIT and an Honorary Doctorate of Humane Letters from Lowell University. We believe that
Dr. Poduska’s varied director experience, both in private and public companies, his expertise in computer engineering and his familiarity
with developing companies equip him with the qualifications and skills to serve as a member of our Board.
Randel E. Richner, 67,
has served on our Board since November 2020. Ms. Richner has over 30 years’ experience in health policy, reimbursement and economics.
From 2013 to 2015, Ms. Richner served as Executive Vice President of Intralign Health, LLC. From 2006 to 2012, she was President
and Founder of Neocure Group, data analytics, health economics and reimbursement strategic services, acquired by Intralign Health, LLC
in 2013. From 1997 to 2006, Ms. Richner was Vice President of Global Government Affairs and Reimbursement, Boston Scientific
Corporation. Ms. Richner has engaged with U.S. Congress and CMS, appointed as first industry representative, Executive Committee
(EC) Medicare Coverage Advisory Committee (MCAC). She has served on the Executive Dean’s Advisory Board, University of Michigan’s
School of Public Health, since 2007, and has served on multiple boards including MassMedic (founding Women in MedTech), Executive
Advisory Board Center for Evaluation Value, Risk Tufts New England Medical Center, International Society of Pharmacoeconomics and Research
(ISPOR), founding the U.S. Medical Device Council. Ms. Richner has been an invited executive lecturer at Dartmouth, Tuck School of Business;
University of Michigan School of Engineering and University of Michigan School of Public Health. She has a Master of Public Health
in Health Policy and Administration and a Bachelor of Science in Nursing from University of Michigan. We
believe that Ms. Richner’s extensive leadership and board membership experience in the healthcare industry, as well as her familiarity
with health economics and reimbursement procedures, provides her with a unique perspective of our market and the qualifications and skills
to serve as a member of our Board.
3
Information About Our Executive Officers
The following table sets forth the name, age and position of each
of our executive officers as of April 28, 2023:
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Name |
Age |
Position |
|
Larry Jasinski |
65 |
Chief Executive Officer and Director |
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Michael Lawless |
55 |
Chief Financial Officer |
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Jeannine Lynch |
58 |
Vice President of Market Access |
|
Almog Adar |
39 |
Vice President of Finance |
Larry Jasinski. Mr.
Jasinski’s biographical information is set forth above under the section “Information About Our Directors – Class II
Directors Continuing in Office until the 2025 Annual General Meeting of Shareholders.”
Michael Lawless, 55, has
served as our Chief Financial Officer since September 2022. Prior to ReWalk Robotics, Mr. Lawless served as a CFO consultant for Danforth
Advisors, LLC, a provider of outsourced services to the life sciences industry, starting in 2021. Previously, Mr. Lawless served as a
Division CFO of Azenta, Inc. (formerly known as Brooks Automation, Inc.), a leading provider of life sciences solutions worldwide, from
October 2017 to December 2020, and as Senior Director of Financial Planning and Analysis from February 2015 to October 2017. Mr. Lawless
has held senior-level finance positions for numerous public life sciences companies throughout his career, including PerkinElmer, Inc.,
where he served as Vice President of Financial Planning and Analysis after previously serving as Vice President of Investor Relations.
Mr. Lawless has a Bachelor of Arts degree in Economics from Swarthmore College, a Master of Business Administration degree from the Tuck
School of Business at Dartmouth College and is a Certified Public Accountant.
Jeannine Lynch,
58, has served as our Vice President of Market Access and Strategy since August 2021. Prior to ReWalk, Ms. Lynch served as Senior
Director of Patient Access Services at BioMarin Pharmaceuticals from April 2009 to September 2021. In addition to her work with BioMarin,
Ms. Lynch has worked for industry leaders such as Genentech and Pfizer/Agouron. She has held leadership roles in commercial management,
product launches and built customized patient services to address several different rare and ultrarare medical conditions. Ms. Lynch also
sits on the Board of Directors for MVP, a non-profit organization to help young people of color prepare, perform, progress, and prosper
in their education, leadership and early professional careers. Ms. Lynch is a graduate of the University of California Berkeley and holds
a Master of Public Health from the University of Michigan.
Almog Adar, 39, has served
as our Vice President of Finance since December 2022. From 2020 to 2022, Mr. Adar served as our Director of Finance and Corporate Financial
Controller. Prior to ReWalk Robotics Mr. Adar served as Controller of Infinya recycling Ltd (Previously Amnir Recycling), from January
2018 until December 2019. From January 2016 until December 2017, Mr. Adar served as Assistant Controller of Delta Galil Industries. Mr.
Adar has a Bachelor of Arts degree in Accounting and Economics from the Open University of Israel and is a Certified Public Accountant
licensed by the Israeli Ministry of Justice.
4
Board Leadership Structure
The Board does not currently have a formal policy requiring the
offices of Chairman of the Board and CEO to be separate. The Board has discretion to make this determination from time to time in a manner
that the Board deems most appropriate for the Company. Currently, we have separated the positions of CEO and Chairman of the Board in
recognition of the differences between the two roles. The CEO is responsible for the day-to-day leadership and performance of the Company,
while the Chairman of the Board (in collaboration with other members of the Board) sets the strategic direction of the Company, provides
guidance to the management, sets the agenda for the Board meetings (in collaboration with the other members of the Board) and presides
over meetings of the Board. We believe that separating these positions allows the Chairman of the Board to lead the Board in its fundamental
role of providing direction and guidance to management, while allowing our CEO to focus on our day-to-day operations. In addition, we
believe that the current separation provides a more effective monitoring and objective evaluation of the performance of the CEO. The Board
believes it is important that the Company retain organizational flexibility to determine whether the roles of CEO and Chairman of the
Board should be separated or combined.
Risk Management
The Board is actively involved in the oversight and management
of risks that could affect the Company. This oversight and management is conducted primarily through committees of the Board, as disclosed
in the descriptions of each of the committees above and in the charters of each of the committees, but the full Board has retained responsibility
for general oversight of risks. The Board regularly receives reports from members of senior management on areas of material risk to the
Company, including operational (which itself includes cybersecurity matters), financial, regulatory and legal. The audit committee oversees
management of financial risks (including liquidity and credit), approves all transactions with related persons and is primarily responsible
for oversight of the Company’s financial reporting process and internal control over financial reporting. The compensation committee
is responsible for overseeing the management of risks relating to the Company’s executive compensation plans and arrangements. The
nominating and corporate governance committee oversees the Company’s corporate governance programs, including the administration
of the Code of Business Conduct and Ethics. The Board discharges its oversight responsibility through full reports by each committee chair
regarding the relevant committee’s actions, as well as through regular reports directly from officers responsible for oversight
of particular risks within the Company.
Opt-Out of Certain Israel Companies Law Requirements
As an Israeli company, we are required to comply with the requirements
of the Israel Companies Law and the regulations promulgated thereunder. Until early 2018, our Board was required to include at least two
“external directors” as defined under the Israel Companies Law. In addition, we were required to comply with certain requirements
under the Israel Companies Law regarding the composition of our audit committee and compensation committee, including requirements relating
to the inclusion and role of the external directors on such committees. Pursuant to regulations promulgated under the Israel Companies
Law, however, we — as a company that does not have a controlling shareholder, and that complies with the U.S. securities laws and
the Nasdaq corporate governance rules — were permitted to “opt out” of the requirement to appoint external directors
as well as the above requirements related to the composition of the audit committee and the compensation committee.
In February 2018, our Board determined that opting out of the requirements
under the Israel Companies Law regarding the appointment of external directors and the composition of our audit committee and compensation
committee would reduce our administrative and financial burden and provide greater flexibility in attracting highly-qualified directors,
while maintaining appropriate corporate governance standards; accordingly, we opted out of such requirements. As a result, our Board is
no longer required to include two external directors, and our audit committee and compensation committee do not need to comply with certain
committee composition requirements under the Israel Companies Law.
Director Independence
Our Board has determined that, other than Larry Jasinski, our CEO,
all of our current directors are independent under Nasdaq listing standards. Furthermore, our Board also determined that all current members
of the audit committee, compensation committee, and nominating and corporate governance committee are independent under the applicable
Nasdaq listing standards and rules and regulations of the SEC. In making its determinations regarding independence, the Board carefully
reviewed the categorical tests enumerated in the Nasdaq independence definition, as well as the individual circumstances of each director
with regard to each director’s business and personal activities as they may relate to the Company and our management.
5
Nasdaq
Listing Standards
The Nasdaq definition of “independent director” includes
a series of objective tests. Specifically, a director is deemed independent under the Nasdaq rules if such director is not an executive
officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s Board, would
interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Generally, the following persons
are not considered independent, among others:
| • |
a director who is, or at any time during the past three years was, employed by the company; |
| • |
a director who accepted or who has a family member who accepted any compensation from the company in excess of $120,000 during any
period of twelve consecutive months within the three years preceding the determination of independence, other than compensation for board
or board committee service, compensation paid to a family member who is an employee (other than an executive officer) of the company,
or benefits under a tax-qualified retirement plan, or non-discretionary compensation; |
| • |
a director who is a family member of an individual who is, or at any time during the past three years was, employed by the company
as an executive officer; |
| • |
a director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization
to which the company made, or from which the company received, payments for property or services in the current or any of the past three
fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other
than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary
charitable contribution matching programs; |
| • |
a director who is, or has a family member who is, employed as an executive officer of another entity where at any time during the
past three years any of the executive officers of the company serve on the compensation committee of such other entity; and |
| • |
a director who is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee
of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years. |
Audit Committee
We have a separately designated standing audit committee. The audit
committee consists of Mr. Yohanan Engelhardt, Dr. John William Poduska and Mr. Wayne B. Weisman. Mr. Yohanan Engelhardt serves as the
chairman of the audit committee. The audit committee holds a minimum of four meetings per year and will meet more frequently as circumstances
require. The audit committee met five times during the fiscal year ended December 31, 2022.
Israel Companies Law Requirements
Under the Israel Companies Law, we are required to appoint an audit
committee. As discussed above under “Opt-Out of Certain Israel Companies Law Requirements”, in February 2018 we opted out
of certain Israel Companies Law requirements, including certain requirements as to the composition of our audit committee.
6
Nasdaq Listing Standards and SEC Requirements
Under the Nasdaq corporate governance rules, we are required to
maintain an audit committee consisting of at least three independent directors, each of whom is financially literate and one of whom has
accounting or related financial management expertise. Additionally, we must state whether any members of the audit committee qualifies
as an “audit committee financial expert” under Item 407(d) of Regulation S-K as promulgated by the SEC.
All members of the audit committee meet the requirements for financial
literacy under the applicable rules and regulations of the SEC and the Nasdaq corporate governance rules. Our Board has determined that
Yohanan Engelhardt is an “audit committee financial expert” as defined by the SEC rules and has the requisite financial sophistication
as defined by the Nasdaq corporate governance rules.
Each of the current audit committee members is “independent”
as such term is defined under the Nasdaq corporate governance rules and under Rule 10A-3(b)(1) under the Exchange Act, which is different
from the general test for independence of board members and members of other committees.
Audit Committee Role
Our Board has adopted an audit committee charter that sets forth
the responsibilities of the audit committee consistent with the rules of the SEC and the Nasdaq corporate governance rules, as well as
the requirements for such committee under the Israel Companies Law, including the following:
| • |
overseeing our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement
of our independent registered public accounting firm to the Board in accordance with Israeli law; |
| • |
reviewing regularly the senior members of the independent auditor’s team, including the lead audit partner and reviewing partner;
|
| • |
pre-approving the terms of audit, audit-related and permitted non-audit services provided by the independent registered public accounting
firm for pre-approval by our Board; |
| • |
recommending the engagement or termination of the person filling the office of our internal auditor; |
| • |
reviewing periodically with management, the internal audit and the independent registered public accounting firm the adequacy and
effectiveness of the Company’s internal control over financial reporting; and |
| • |
reviewing with management and the independent registered public accounting firm the annual and quarterly financial statements of
the Company prior to filing with the SEC. |
The charter of the audit committee is available at http://ir.rewalk.com.
Information contained on, or that can be accessed through, our website does not constitute a part of this Amendment No. 1 and is not incorporated
by reference herein.
The audit committee provides assistance to our Board in fulfilling
its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting, internal control over financial
reporting and legal compliance. Specifically, the audit committee pre-approves the services performed by our independent registered public
accounting firm and reviews the firm’s reports regarding our accounting practices and systems of internal control over financial
reporting. The audit committee also oversees the audit efforts of our independent registered public accounting firm and takes those actions
that it deems necessary to satisfy itself that such accountants are in fact independent of management.
Under the Israel Companies Law, the audit committee is responsible
for:
| • |
determining whether there are deficiencies in the business management practices of our Company and making recommendations to our
Board to improve such practices; |
| • |
determining whether to approve certain related party transactions, and classifying transactions in which a controlling shareholder
has a personal benefit or other interest as significant or insignificant (which affects the required approvals) (see “Item 13—Certain
Relationships and Related Transactions, and Director Independence—Approval of Related Party Transactions under Israeli Law”
below); |
7
| • |
examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources
and tools to dispose of its responsibilities, and in certain cases approving the annual work plan of our internal auditor; |
| • |
examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board
or shareholders, depending on which of them is considering the appointment of our auditor; and |
| • |
establishing procedures for the handling of employees’ complaints as to the deficiencies in the management of our business
and the protection to be provided to such employees. |
The audit committee may not approve any actions requiring its approval
unless at the time of the approval a majority of the committee’s members are present. See “Item 13—Certain Relationships
and Related Transactions, and Director Independence—Approval of Related Party Transactions under Israeli Law” below.
Compensation Committee
We have a separately designated standing compensation committee.
The compensation committee consists of Mr. Aryeh (Arik) Dan, Mr. Joseph Turk, and Dr. John William Poduska. Dr. Poduska serves as the
chairman of the compensation committee. The compensation committee meets as circumstances require and held seven meetings during the year
ended December 31, 2022. Under its charter, the compensation committee may ask members of management to attend meetings and provide pertinent
information as needed. However, any person ineligible to serve as a member of the committee under the Israel Companies Law generally may
not attend committee meetings unless to present on a particular topic as determined by the committee. In addition, the CEO may not be
present for, and if applicable is excused from, the meeting during voting or deliberation on his compensation.
Israel Companies Law Requirements
Under the Israel Companies Law, the board of directors of a public
company must appoint a compensation committee. As discussed above under “Opt-Out of Certain Israel Companies Law Requirements”,
in February 2018 we opted out of certain Israel Companies Law requirements, including certain requirements as to the composition of our
compensation committee.
The duties of the compensation committee include the recommendation
to the company’s board of directors of a compensation policy regarding the terms of engagement of directors and of specified members
of senior management. That compensation policy must be adopted by the company’s board of directors, after considering the recommendations
of the compensation committee, and must then be approved by the company’s shareholders, which approval requires a Special Approval
for Compensation (as defined below under “—Approval of Related Party Transactions under Israeli Law—Fiduciary Duties
of Directors and Executive Officers”). Our Board adopted a compensation policy, which our shareholders subsequently approved at
the annual general meeting of our shareholders held on June 18, 2020, and an amendment thereto at the annual general meeting of our shareholders
held on May 19, 2021 (as amended, the “Compensation Policy”).
The compensation policy of an Israeli company must serve as the
basis for decisions concerning the financial terms of employment or engagement of office holders, including compensation, benefits, exculpation,
insurance and indemnification. The compensation policy must take into account certain factors, including advancement of the company’s
objectives, the company’s business plan and its long-term strategy, and creation of appropriate incentives. It must also consider,
among other things, the company’s risk management, size and the nature of its operations. The compensation policy must include certain
principles, such as a link between variable compensation and long-term performance and measurable criteria, the relationship between variable
and fixed compensation, and the minimum holding or vesting period for variable, equity-based compensation. We believe that the Compensation
Policy satisfies these requirements.
8
The compensation committee is responsible for (a) recommending
the Compensation Policy to our Board for its approval (and subsequent approval by our shareholders) and (b) carrying out duties related
to the Compensation Policy and to the compensation of our directors and senior management, including:
| • |
reviewing and making recommendations regarding our Compensation Policy at least every three years; |
| • |
recommending to the Board periodic updates to the Compensation Policy; |
| • |
assessing implementation of the Compensation Policy; |
| • |
approving compensation terms of executive officers, directors and employees affiliated with controlling shareholders; and |
| • |
exempting certain compensation arrangements from the requirement to obtain shareholder approval under the Israel Companies Law.
|
Nasdaq Listing Standards and Section 16 of
the Exchange Act
Under the Nasdaq corporate governance rules, we are required to
maintain a compensation committee consisting of at least two independent directors. Each of the members of the compensation committee
is required to be independent under the Nasdaq listing standards relating to compensation committee members, which are different from
the general test for independence of board and members of other committees. In assessing independence, the Board considered all factors
specifically relevant to determining whether a director has a relationship to the Company which is material to that director’s ability
to be independent from management in connection with the duties of a compensation committee member and determined that each of the members
of the compensation committee satisfies those requirements. Additionally, transactions between us and our directors and executive officers
will be considered exempt from short-swing liability under Section 16(b) of the Exchange Act if approved by our Board or a committee composed
solely of two or more “non-employee directors,” as defined in Rule 16b-3 under the Exchange Act (“Rule 16b-3”).
Our Board has determined that each of the members of the compensation committee is a “non-employee director,” as defined in
Rule 16b-3.
Compensation Committee Role
Our Board has adopted a compensation committee charter setting
forth the responsibilities of the committee, which include:
| • |
reviewing and approving the granting of options and other incentive awards under the Company’s equity compensation plans to
the extent such authority is delegated by our Board; |
| • |
recommending the Company’s compensation policy and reviewing that policy from time to time both with respect to the CEO and
other office holders and generally, including to assess the need for periodic updates; |
| • |
reviewing and approving corporate goals relevant to the compensation of the CEO and other officers and evaluating the performance
of the CEO and other officers; and |
| • |
reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors. |
The charter of the compensation committee is available at http://ir.rewalk.com.
Information contained on, or that can be accessed through, our website does not constitute a part of this Amendment No. 1 and is not incorporated
by reference herein.
Subject to applicable law, the compensation committee may delegate
its authority to subcommittees established from time to time by the committee. Such subcommittees shall consist of one or more members
of the committee or the board and shall report to the committee. The compensation committee is authorized to retain and terminate compensation
consultants, legal counsel or other advisors to the committee and to approve the engagement of any such consultant, counsel or advisor,
to the extent it deems necessary or appropriate after specifically analyzing the independence of any such consultant retained by the compensation
committee.
Compensation Consultant
The compensation committee has authority to retain compensation
consulting firms to assist it in the evaluation of executive officer and employee compensation and benefit programs. The compensation
committee has retained Aon Hewitt (“Aon”) as its independent compensation advisor. Aon provides an objective perspective as
to the reasonableness of our executive compensation programs and practices and their effectiveness in supporting our business and compensation
objectives, as well as our equity compensation plans and number of shares available for grants.
Although Aon regularly consults with management in performing work
requested by the compensation committee, it did not perform any separate additional services for management. The compensation committee
has assessed the independence of Aon pursuant to applicable SEC rules and concluded that no conflict of interest exists that would prevent
Aon from independently representing the compensation committee.
9
Nominating and Corporate Governance Committee
The nominating and corporate governance committee consists of Mr.
Aryeh (Arik) Dan and Mr. Jeff Dykan. Mr. Jeff Dykan serves as the chairman of the nominating and corporate governance committee. The nominating
and corporate governance committee meets as circumstances require, and held two meetings during the year ended December 31, 2022. Our
Board has adopted a nominating and corporate governance committee charter that sets forth the responsibilities of the nominating and corporate
governance committee, which include:
| • |
overseeing and assisting our board in reviewing and recommending nominees for election as directors; |
| • |
reviewing and evaluating recommendations regarding management succession; |
| • |
assessing the performance of the members of our Board; and |
| • |
establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and
recommending to our Board a code of conduct. |
The nominating and corporate governance committee considers proposals
from a number of sources, including recommendations for nominees from shareholders submitted upon written notice to the chairman of the
nominating and corporate governance committee, c/o ReWalk Robotics Ltd., 3 Hatnufa Street, Floor 6, Yokneam Ilit 2069203, Israel. Other
sources include referrals from other directors, members of management and the Company’s advisors. When considering a person to be
recommended for nomination as a director, the nomination and governance committee evaluates, whether sourced by a shareholder or otherwise,
among other factors, experience, accomplishments, education, skills, personal and professional integrity, diversity of the Board and the
candidate’s ability to devote the necessary time for service as a director (including directorships and other positions held at
other corporations and organizations). The nominating and governance committee does not use different standards to evaluate nominees
depending on whether they are proposed by our directors and management or by our shareholders.
The nominating and corporate governance committee has no specific
policy on director diversity. However, the Board reviews diversity of viewpoints, background, experience, accomplishments, education and
skills when evaluating nominees. The Board believes that such diversity is important because it provides varied perspectives and promotes
active and constructive discussion among directors and between the Board and management, resulting in more effective oversight of management’s
formulation and implementation of strategic initiatives. In addition, in the Board’s executive sessions and in annual performance
evaluations conducted by the Board and its committees, the Board from time to time considers whether the Board’s composition promotes
a constructive and collegial environment. In determining whether an incumbent director should stand for reelection, the nominating and
corporate governance committee considers the above factors, as well as that director’s personal and professional integrity, attendance,
preparedness, participation and candor and other relevant factors as determined by the Board. Additionally, under Israeli law, if at the
time of election of a director, all of the members of the Board are of the same gender, the director to be elected must be of the other
gender. Further, the recently adopted listing requirements of Nasdaq require each listed smaller reporting company to have, or explain
why it does not have, at least two diverse directors on the board, including at least one diverse director who self-identifies as female.
Nasdaq permits the second diverse director to include an individual who self-identifies as one or more of the following: female, LGBTQ+
or an underrepresented minority. Our current board composition is in compliance with these requirements. Each term used above, and in
the matrix below, has the meaning given to it in Nasdaq Listing Rule 5605(f). The Board believes its diversity is demonstrated in the
range of experiences, qualifications and skills of the current members of the Board, as well as gender identities and ethnic backgrounds,
reflected in the membership of Ms. Richner and Mr. Ichiki.
10
The matrix below provides certain highlights of the composition
of our Board members based on self-identification.
|
Board Diversity Matrix
(As of April 28, 2023) | ||||
|
Total Number of Directors |
10 | |||
|
|
Female
|
Male
|
Non-Binary
|
Did
Not Disclose Gender |
|
Part I: Gender Identity | ||||
|
Directors |
1 |
9 |
— |
— |
|
Part II: Demographic Background |
|
|
|
|
|
African American or Black |
— |
— |
— |
— |
|
Alaskan Native or Native American |
— |
— |
— |
— |
|
Asian |
— |
1 |
— |
— |
|
Hispanic or Latinx |
— |
— |
— |
— |
|
Native Hawaiian or Pacific Islander |
— |
— |
— |
— |
|
White |
1 |
7 |
— |
— |
|
Two or More Races or Ethnicities |
— |
— |
— |
— |
|
LGBTQ+ |
— |
— |
— |
— |
|
Did Not Disclose Demographic Background |
— |
1 |
— |
— |
The charter of the nominating and corporate governance committee
is available at http://ir.rewalk.com. Information contained on, or that can be accessed through,
our website does not constitute a part of this Amendment No. 1 and is not incorporated by reference herein.
Code of Business Conduct and Ethics
We adopted a Code of Business Conduct and Ethics applicable to
all of our directors and employees, including our CEO, Chief Financial Officer or, if applicable, the Principal Financial Officer (“CFO”),
controller or principal accounting officer, or other persons performing similar functions, which fulfils applicable guidelines issued
by the SEC. The full text of the Code of Business Conduct and Ethics is posted on the Charters & Policies page of our website at https://ir.rewalk.com/charters-and-policies.
Information contained on, or that can be accessed through, our website does not constitute a part of this Amendment No. 1 and is
not incorporated by reference herein. We will also provide a hard copy of our Code of Business Conduct and Ethics free of charge upon
written request to ReWalk Robotics, Ltd., 3 Hatnufa Street, Floor 6, Yokneam Ilit 2069203, Israel. If we make any amendment to the Code
of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the code, we will disclose the
nature of such amendment or waiver on our website within four business days to the extent required by the rules and regulations of the
SEC. We granted no waivers under our Code of Business Conduct and Ethics in 2022.
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that the Company’s
directors, executive officers and persons who own more than 10% of our outstanding ordinary shares file with the SEC initial reports
of ownership in our ordinary shares and reports of changes in ownership in our ordinary shares. Based solely on a review of reports filed
during the fiscal year ended December 31, 2022 and certain of our internal records, we believe that all Section 16(a) filing requirements
applicable to our directors, officers and greater than 10% beneficial owners were satisfied on a timely basis, except for (i) one Form
4 filed late by Jeff Dykan on June 30, 2022, (ii) one Form 4 filed late by Larry Jasinski on July 7, 2022, (iii) one Form 3 filed late
by Almog Adar on March 25, 2022, (iv) one Form 3 filed late by Hadar Levy on August 24, 2022, and (v) one Form 4 filed late by Hadar Levy
on August 24, 2022. The forms filed late by Mr. Jasinski, Mr. Dykan and Mr. Adar were due to administrative errors, while the forms filed
late by Mr. Levy were due to an administrative delay in obtaining his SEC filing codes.
11
ITEM 11. EXECUTIVE COMPENSATION
As a smaller reporting company, we have opted to comply with the
executive compensation rules otherwise applicable to “smaller reporting companies,” as such term is defined in Rule 12b-2
under the Exchange Act.
This section provides certain compensation-related information
for (1) all individuals who served as our CEO during any part of the year ended December 31, 2022 and (2) our two most highly compensated
executive officers (other than our CEO) who were serving as executive officers as of December 31, 2022 (together, our “Named Executive
Officers”).
Named Executive Officers
Our Named Executive Officers for the year ended December 31, 2022,
which consists of our principal executive officer and our two other most highly compensated executive officers, are:
| • |
Larry Jasinski, our CEO; |
| • |
Almog Adar, our Vice President of Finance; and |
| • |
Jeannine Lynch, our Vice President of Market Access and Strategy. |
2022 Summary Compensation Table
The following table provides information regarding the total compensation awarded to,
earned by, or paid to our Named Executive Officers for services rendered to us in all capacities for the fiscal years ended December 31,
2021, and 2022.
|
Name and Principal Position |
Year |
Salary ($) |
Bonus
($)(1) |
Stock Awards
($)(2)
|
Non-Equity Incentive Plan Compensation($)(3)
|
All Other Compensation ($) |
Total ($) |
||||||||||||||||||||
|
Larry Jasinski,
Chief Executive
Officer and Director |
2022 |
419,253 |
— |
200,000 |
234,782 |
— |
854,035 |
||||||||||||||||||||
|
2021 |
400,196 |
— |
279,000 |
248,327 |
— |
927,523 |
|||||||||||||||||||||
|
Almog Adar,
Vice President of Finance (4)
(5) |
2022 |
152,153 |
28,760 |
100,000 |
30,916 |
66,931 |
(5) |
378,760 |
|||||||||||||||||||
|
Jeannine Lynch, Vice President of Market Access and Strategy |
2022 |
332,800 |
— |
137,500 |
93,184 |
— |
563,484 |
||||||||||||||||||||
|
2021 |
107,897 |
— |
175,000 |
98,560 |
— |
381,457 |
|||||||||||||||||||||
____________________
|
(1) |
Amount represents a retention bonus paid to Mr. Adar in December
2022. The retention bonus was paid in New Israel Shekels (“NIS”), and has been translated to U.S. dollars according to the
exchange rate on the date of payment (e.g., 1 USD = 3.477 NIS).
|
| (2) |
Amounts represent the aggregate grant date fair value
of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB
ASC Topic 718”). The fair value of restricted stock units (“RSUs”) granted is determined based on the price of the Company’s
ordinary shares on the date of grant. This amount does not correspond to the actual value that may be recognized by the named executive
officer upon the vesting of the restricted stock units. The valuation assumptions used in determining such amounts are described
in Notes 2l and 8b to our consolidated financial statements included in our 2022 Annual Report. |
|
(3) |
Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable,
individual performance objectives for 2022 and 2021.
|
|
(4) |
Mr. Adar was not a Named Executive Officer in 2021.
|
|
(5) |
The amounts set forth for Mr. Adar in the columns “Salary,” “Non-Equity
Incentive Plan,” and “All Other Compensation” represent payments, contributions and/or allocations that were made in
NIS, and have been translated to U.S. dollars according to the average exchange rate on the applicable period.
|
|
(6) |
Consists of $46,633 for payments, contributions and/or allocations for social benefits
and the aggregate incremental cost to the Company of $20,298 with respect to Mr. Adar’s personal use of a Company-leased car.
|
12
Pursuant to regulations promulgated under the Israel Companies
Law, we are required to disclose the total compensation earned during 2022 by our five most highly-compensated office holders (as defined
in the Israel Companies Law). Three of such individuals are our Named Executive Officers, as defined above, and their respective total
compensation for 2022 is set forth in the Summary Compensation Table. The other two individuals, and their respective total compensation
for 2022, is as follows:
| Name
and Principal Position |
Salary ($) |
Stock Awards
($)(1)
|
Non-Equity Incentive Plan Compensation($)(2)
|
All Other Compensation ($) |
Total ($) |
||||||||||||||||
|
Miri Pariente,
Vice President of Operations, Regulatory and Quality(3)
|
|||||||||||||||||||||
|
191,714 |
125,000 |
50,487 |
92,897 |
(4) |
460,098 |
||||||||||||||||
|
Mike Lawless,
Chief Financial Officer (5)
|
|||||||||||||||||||||
|
86,538 |
201,375 |
23,704 |
— |
311,617 |
|||||||||||||||||
______________
|
(1) |
Amounts represent the aggregate grant date fair value
of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB
ASC Topic 718”). The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date
of grant. This amount does not correspond to the actual value that may be recognized by the named executive officer upon the vesting of
the restricted stock units. The valuation assumptions used in determining such amounts are described in Notes 2l and 8b to our consolidated
financial statements included in our 2022 Annual Report.
|
|
(2) |
Amounts represent the annual
bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives for 2022.
|
|
(3) |
The amounts set forth for each
of Ms. Pariente in the columns “Salary,” “Non-Equity Incentive Plan,” and “All Other Compensation”
represent payments, contributions and/or allocations that were made in NIS, and have been translated to U.S. dollars according to the
average exchange rate on the applicable period.
|
|
(4) |
Consists of $55,796 for payments,
contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $37,102 with respect to Ms.
Pariente’s personal use of a Company-leased car.
|
|
(5) |
Mr. Lawless joined the Company
as our Chief Financial Officer effective September 19, 2022. |
Narrative Disclosure to the 2022 Summary Compensation Table
2022 Non-Equity Incentive Plan
All employees who have bonus features in their employment agreements,
including our Named Executive Officers, were eligible to participate in a non-equity incentive plan for fiscal year 2022, pursuant to
which employees were eligible to receive a bonus with respect to their performance in such year. Each employee’s target was equal
to a specified percentage of his or her base salary, and the actual bonus is paid based on the achievement of certain business and personal
performance objectives for the 2022 fiscal year. Not all goals needed to be met for an employee participant to receive a portion of the
bonus. The principal business performance objective under the non-equity incentive plan for 2022 was based on achieving specified financial
goals or milestones as set forth in the Compensation Policy as approved by our shareholders. These objectives were allocated as 35% for
revenue targets, 10% for product development and regulatory approval targets, 10% for market development targets, 10% for strategic targets
and 15% for cash management targets. A personal performance objective, which is subjective in nature, made up the remaining 20%.
If the target was met in all categories of the business performance
objective, 100% of the employee’s bonus was to be paid. If certain lower targets were met with respect to each of the different
targets, 50% of the employee’s bonus was to be paid. If targets are exceeded in all categories of the business performance objective,
150% of the bonus was to be paid.
13
Equity Compensation
Our equity grant program is intended to align the interests of
our Named Executive Officers with those of our stockholders and to motivate them to make important contributions to our performance. In
2022, we granted restricted stock unit awards to each of our Named Executive Officers, as reflected in the “Outstanding Equity Awards
at 2022 Fiscal Year End Table” below. The restricted stock units will vest pro-rata annually, with twenty-five percent (25%) of
the restricted stock units vesting on each of the first four (4) anniversaries of the grant date of such award.
Employee Benefits and Perquisites
We currently maintain the ReWalk Robotics Inc. 401(k) Plan, a defined
contribution plan, or the 401(k) Plan, for the benefit of our employees, including our Named Executive Officers, who satisfy certain eligibility
requirements. Our Named Executive Officers (other than Named Executive Officers who are not U.S. citizens) were eligible to participate
in the 401(k) Plan on the same terms as our other full-time employees. We believe that providing a vehicle for retirement savings though
our 401(k) Plan adds to the overall desirability of our executive compensation package and further incentivizes our employees, including
our Named Executive Officers.
Currently, we do not view perquisites or other personal benefits
as a significant component of our Compensation Policy. However, we have provided certain perquisites to our Named Executive Officers in
situations where we believe it is appropriate to assist an individual in the performance of his or her duties, to make him or her more
efficient and effective, and to provide a competitive compensation package for recruitment and retention purposes. In addition, Mr. Adar
is entitled to certain Israeli-related benefits due to his employment in Israel.
Pursuant to the terms of the Adar Employment Agreement (as defined
below), we provided Mr. Adar with a Company-owned automobile for personal use including all of the fixed and variable maintenance costs,
including license, insurance, gas, and repairs relating to such automobile. Pursuant to the terms of the Adar Employment Agreement, we
also made contributions on behalf of Mr. Adar to (i) a pension fund selected by Mr. Adar (which a portion of the contributions thereto
are intended to be provided to Mr. Adar upon his termination from the Company in lieu of any severance payments that Mr. Adar would be
entitled to under Israeli law) and (ii) an education fund for the benefit of Mr. Adar.
Employment Agreements of Named Executive Officers
Each of Larry Jasinski, our CEO, Almog Adar, our Vice President
of Finance, and Jeannine Lynch, our Vice President of Market Access and Strategy, previously entered into an employment agreement with
our Subsidiary. These employment agreements set forth their respective terms of employment, which terms are generally applicable to all
of our executives, covering matters such as vacation, health and other benefits. The following are descriptions of the material terms
of our Named Executive Officers’ employment agreements.
14
Larry Jasinski
On January 17, 2011, we entered into an employment agreement with
Mr. Jasinski, pursuant to which he has served as the CEO of the Company since February 12, 2012 (as amended from time to time, the “Jasinski
Employment Agreement”). The Jasinski Employment Agreement provides for an annual base salary, subject to annual increases in the
discretion of, the Company, and an annual performance bonus. In accordance with previous shareholder approvals, the annual base salary
is currently $403,142. The annual performance bonus was originally set at up to 35% of annual base salary. In 2016, this was increased
to an annual performance bonus of up to 60% of annual base salary for achieving 100% of targets (with adjustment upward or downward for
performance exceeding or failing to meet such objectives, respectively). In 2020, this was increased to an annual performance bonus
of up to 70% of annual base salary for achieving 100% of targets (with adjustment upward or downward for performance exceeding or failing
to meet such objectives, respectively).
In the event that Mr. Jasinski’s employment is terminated
by the Company without “Cause” (as defined in the Jasinski Employment Agreement ), or if Mr. Jasinski terminates his employment
for “Good Reason” (as defined in the Jasinski Employment Agreement), he will be entitled to certain severance payments and
benefits, including: (i) a lump sum payment equal to 90 days of his base salary, (ii) an annual performance bonus (calculated based on
the assumption that to the extent performance objectives were achieved in the six-month period preceding his termination, they will also
be achieved in the six months following termination), (iii) reimbursement for any COBRA or other medical, dental and vision premiums for
six months following his termination and (iv) continued participation in any employee and executive benefit programs in effect as of his
termination and reimbursement for the premium or other fees associated with continuation in any insurance program available to the Company’s
employees as a non-employee or in a comparable program if participation as a non-employee would be barred. The Jasinski Employment Agreement
further provides that if Mr. Jasinski’s employment is terminated without Cause or by Mr. Jasinski for Good Reason, any unvested
portion of the options promised in the Jasinski Employment Agreement, which would have vested during the six months following such termination
had Mr. Jasinski remained employed by the Company, will automatically vest. If Mr. Jasinski terminates his employment without Good Reason,
he will be entitled to receive a pro-rated amount of his annual performance bonus as determined in good faith by the Board. Mr. Jasinski
is not entitled to any severance if he is terminated by the Company for Cause.
The Jasinski Employment Agreement was amended in 2020 to provide
that if a “Change of Control” (as defined in the Jasinski Employment Agreement) occurs, and within one year following
such Change of Control Mr. Jasinski is terminated without Cause or he resigns for Good Reason, Mr. Jasinski will be entitled to severance
of 18 months’ salary as well as an annual bonus for the year in which the termination occurs (assuming achievement of 100% of milestones
and targets set by the board of directors).
The employment agreement is governed by the laws of the State of
Delaware and contains non-solicitation and non-competition covenants (each of which remains in effect during the term of employment and
for 12 months following termination of employment) and trade secrets and inventions clauses.
Almog Adar
On December 10, 2019, we entered into an employment agreement with
Mr. Adar (the “Adar Employment Agreement”). The Adar Employment Agreement provides for an annual base salary, and an additional
monthly payment for all of Mr. Adar’s overtime hours (as required by Israel law). Mr. Adar’s annual base salary is currently
$176,462, which includes payments for any overtime hours. Pursuant to the Adar Employment Agreement, the Company pays on behalf of Mr.
Adar approximately $1,700 on a monthly basis for his car-related costs (Mr. Adar is paid in NIS, and we have translated his payments to
U.S. dollars according to the average exchange rate in 2022). The Adar Employment Agreement also provides that the Company will insure
Mr. Adar under a “Manager’s Insurance Policy” (“Bituach Menahalim”)
or a Pension Fund (“Pension Fund”) to be selected by Mr. Adar. Accordingly, we make monthly contributions to the Pension Fund
selected by Mr. Adar on Mr. Adar’s behalf, and a portion of such contributions are made in lieu of the severance pay that Mr. Adar
would be entitled to under Israel law. In addition, we contribute on a monthly basis to an education fund (“Keren
Hishtalmut”) for the benefit of Mr. Adar in an annual amount equal to 7.5% of Mr. Adar’s annual salary (inclusive of
base salary and any amounts for overtime hours). The Adar Employment Agreement also provides that unused vacation days may be accumulated
(for two subsequent years) or redeemed under certain limitations. Mr. Adar is also entitled to recuperation pay (“Dmei
Havra’a”) in accordance with the provisions of the applicable law. Lastly, we agreed to provide Mr. Adar with a Company-owned
automobile for Mr. Adar’s personal use, and further agreed to bear all of the fixed and variable maintenance costs, including license,
insurance, gas, and repairs relating to such automobile.
15
Upon a termination of employment for any reason, Mr. Adar is entitled
to receive a distribution from the Pension Fund equal to the amounts we contributed on his behalf towards such termination during the
term of his employment.
Mr. Adar is not entitled to receive any termination or change in
control benefits under our Compensation Policy.
The Adar Employment Agreement is governed by the laws of the State
of Israel and contains non-compete covenants (which remains in effect during the term of employment and for 24 months following termination
of employment).
Jeannine Lynch
On July 22, 2021, we entered into an employment
agreement with Jeannine Lynch to serve as Vice President of Market Access and Strategy of the Company, effective August 31, 2021 (the
“Lynch Employment Agreement”). Pursuant to the terms of the Lynch Employment Agreement, Ms. Lynch is entitled to (i) an annual
base salary of $320,000, which was increased to $332,800 for fiscal year 2022, subject to increases as may be determined from time to
time by the compensation committee of the Board and (ii) an annual performance bonus up to 35% of annual base salary, subject to the achievement
of objectives as determined by the compensation committee of the Board. The Lynch Employment Agreement may be terminated by the Company
upon prior written notice.
In the event that (x) Ms. Lynch’s employment is terminated
for any reason other than for “cause” (as defined therein), death, or disability, (y) the Company moves its primary office
outside of the United States and/or reduces Ms. Lynch’s title or primary responsibilities, or (z) the Company moves Ms. Lynch’s
principal location of work, the Company shall pay monthly severance to Ms. Lynch at the rate per annum of her salary and bonus (and the
replacement cost of her benefits) at the time of such termination for a period from the date of such termination to the date which is
six months after such termination.
In the event that the Company is subject to a merger or acquisition
where Ms. Lynch is terminated during the 12-month period following the closing of the transaction, 100% of the then-unvested and outstanding
equity held by Ms. Lynch will vest upon such termination.
Ms. Lynch is not entitled to receive any termination or change
in control benefits under our Compensation Policy.
The Lynch Employment Agreement is governed by the laws of the Commonwealth
of Massachusetts and contains non-solicitation and non-competition covenants (each of which remains in effect during the term of employment
and for a period of 12 months following termination of employment) and trade secrets and inventions clauses.
16
Outstanding Equity Awards at 2022 Fiscal Year-End
The following table sets forth information concerning outstanding
equity awards as of December 31, 2022, for each Named Executive Officer:
|
Option Awards |
Stock Awards |
||||||||||||||||||||
|
Name |
|
Grant Date(1)
|
|
|
Number of Securities Underlying Unexercised Options Exercisable (#) |
|
Number of Securities Underlying Unexercised Options Unexercisable (#) |
|
Option
Exercise Price ($) |
|
Option Expiration Date |
|
Number of
Shares or Units of Stock that Have Not Vested
(#) |
|
Market
Value of Shares or Units of Stock that Have Not Vested(2) ($)
|
| |||||
|
Larry Jasinski |
|
|
|
|
| ||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||
|
|
|
12/24/2013 |
(3) |
|
5,641 |
|
— |
|
37.14 |
|
12/24/2023 |
|
|
|
|
| |||||
|
|
|
6/27/2017 |
(4) |
|
5,000 |
|
— |
|
52.50 |
|
6/27/2027 |
|
|
|
|
| |||||
|
|
|
5/3/2018 |
(5) |
|
8,749 |
|
— |
|
26.88 |
|
5/3/2028 |
|
|
|
|
| |||||
|
|
|
3/27/2019 |
(6) |
|
12,425 |
|
777 |
|
5.37 |
|
3/27/2029 |
|
|
|
|
| |||||
|
|
|
3/27/2019 |
(7) |
|
|
|
|
|
|
|
|
|
622 |
|
473 |
| |||||
|
|
|
6/18/2020 |
(8) |
|
|
|
|
|
|
|
|
|
150,000 |
|
114,000 |
| |||||
|
|
|
6/18/2021 |
(9) |
|
|
|
|
|
|
|
|
|
112,500 |
|
85,500 |
| |||||
|
|
|
8/2/2022 |
(10) |
|
|
|
|
|
|
|
|
|
200,000 |
|
152,000 |
| |||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Jeannine Lynch |
|
8/31/2022 |
(11) |
|
|
|
|
|
|
|
|
|
93,750 |
|
71,250 |
| |||||
|
|
|
8/2/2022 |
(12) |
|
|
137,500 |
|
104,500 |
| ||||||||||||
|
| |||||||||||||||||||||
|
Almog Adar |
|
7/02/2020 |
(13) |
|
|
|
|
|
|
|
|
|
12,500 |
|
9,500 |
| |||||
|
6/30/2021 |
(14) |
9,375 |
7,125 |
| |||||||||||||||||
|
8/2/2022 |
(15) |
100,000 |
76,000 |
| |||||||||||||||||
___________________
|
(1) |
Represents grant dates of the stock option and RSU awards. | |
|
(2) |
The amount listed in this column represents the product of the closing market price
of the Company’s ordinary shares as of December 31, 2022 ($0.76) multiplied by the number of shares subject to the award.
| |
|
(3) |
This option award is fully vested. | |
|
(4) |
This option award is fully vested. | |
|
(5) |
This option award is fully vested. | |
|
(6) |
¼th
of the ordinary shares subject to the option vested on March 27, 2020 and, thereafter, 1/16th
of the ordinary shares subject to the option vest on a quarterly basis commencing on June 27, 2020 and ending on March 27, 2023.
| |
|
(7) |
¼th
of the restricted stock units vest on an annual basis commencing on March 27, 2020 and ending on March 27, 2023. | |
|
(8) |
¼th
of the restricted stock units vest on an annual basis commencing on June 18, 2021 and ending on June 18, 2024. | |
|
(9) |
¼th
of the restricted stock units vest on an annual basis commencing on May 21, 2022 and ending on May 21, 2025. | |
|
(10) |
¼th
of the restricted stock units vest on an annual basis commencing on August 2, 2022 and ending on August 2, 2026. | |
|
(11) |
¼th
of the restricted stock units vest on an annual basis commencing on August 31, 2021 and ending on August 31, 2025. | |
|
(12) |
¼th
of the restricted stock units vest on an annual basis commencing on August 2, 2022 and ending on August 2, 2026. | |
|
(13) |
¼th
of the restricted stock units vest on an annual basis commencing on July 2, 2020 and ending on July 2, 2024. | |
|
(14) |
¼th of the restricted
stock units vest on an annual basis commencing on June 30, 2021 and ending on June 30, 2025. | |
|
(15) |
¼th of the restricted
stock units vest on an annual basis commencing on August 2, 2022 and ending on August 2, 2026. | |
Potential Payments Upon Termination or Change in Control
We have adopted, pursuant to shareholder approval, our Compensation
Policy, which provides for certain benefits to our executive officers upon retirement or termination, whether or not in the event of a
change in control. We may memorialize any of these benefits in arrangements we enter into with individual executive officers. Under the
Compensation Policy, executive officers may be entitled to advance notice of termination of up to 12 months and to obtain up to 12 months
of post-termination health insurance. In addition to receiving severance pay as required or facilitated under the local laws of the relevant
jurisdiction, executive officers may have the right to receive up to 12 months of base salary (18 months in the case of the CEO), bonus
and benefits, taking into account the period of the officer’s service or employment, his or her performance during employment and
contribution to the Company’s targets and profits and the circumstances surrounding termination of his or her employment. These
benefits are designed to attract and motivate highly skilled professionals to join our Company and to enable us in to retain key management.
17
To the extent our Named Executive Officers are entitled to receive
severance (except for any severance payments mandated by Israeli law for our Israeli employees) or change in control benefits, such entitlements
are contractually agreed upon between the Company and the applicable Named Executive Officer. Accordingly, for further information regarding
the payments and benefits our Named Executive Officers are entitled to receive upon a termination or change in control, please see “Executive
Compensation — Employment Agreements.”
Compensation Committee Interlocks and Insider Participation
None of the members of the compensation committee is, or has ever
been, an officer or employee of the Company or any of its subsidiaries. In addition, during the last fiscal year, no executive officer
of the Company served as a member of the board of directors or the compensation committee of another entity that has one or more executive
officers serving on the Company’s compensation committee or the Board.
Director Compensation
The following table provides certain information concerning the
compensation for services rendered in all capacities by each non-employee director serving on our Board during the year ended December
31, 2022, other than Mr. Larry Jasinski, our CEO, who did not receive additional compensation for his services as director and whose compensation
is set forth in the “2022 Summary Compensation Table” found elsewhere in this Amendment No. 1.
|
Name |
Fees Earned in Cash ($) |
RSU Awards
($)(1) |
Total ($) |
|||||||
|
Jeff Dykan |
60,901 |
(2) |
50,000 |
110,901 |
||||||
|
Aryeh (Arik) Dan |
51,232 |
(3) |
50,000 |
101,232 |
||||||
|
Yohanan Engelhardt |
66,126 |
(4) |
50,000 |
116,126 |
||||||
|
Yasushi Ichiki |
41,049 |
(5) |
50,000 |
91,049 |
||||||
|
Dr. John William Poduska |
58,693 |
(6) |
50,000 |
108,693 |
||||||
|
Randel Richner |
46,638 |
(7)
|
50,000 |
96,638 |
||||||
|
Wayne B. Weisman |
63,892 |
(8)
|
50,000 |
113,892 |
||||||
|
Joseph Turk |
33,242 | (9) |
50,000
|
|
83,242 |
|||||
|
Hadar Levy |
15,480
|
(10) |
50,000
|
|
65,480
|
|||||
________________
|
(1) |
Amounts represent the aggregate grant date fair value
of such awards issued under the 2014 Plan as an annual award to the applicable directors, computed in accordance with FASB ASC Topic 718,
which for all directors other than Mr. Turk represent an award of 50,000 RSUs, and for Mr. Turk represents an award of 42,735 RSUs. The
fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. This amount does
not correspond to the actual value that may be recognized by the non-employee director upon the vesting of the RSUs. All RSUs become
vested and exercisable in four equal quarterly installments starting three months following the grant date. The valuation assumptions
used in determining such amounts are described in Notes 2l and 8b to our consolidated financial statements included in our 2022 Annual
Report. |
|
(2) |
Represents $24,355 earned by
Mr. Dykan as an annual retainer for serving as our Chairman on the Board of Directors, a cash payment of $6,250 received in lieu of equity
compensation (as discussed below), $14,928 for attending meetings of the Board of Directors, $12,380 for serving as a member of the mergers
and acquisitions committee, $753 for serving as a member of the Company’s nomination and governance committee and $2,235 for serving
as a chairman of the Company’s finance committee.
|
|
(3) |
Represents $24,355 earned by
Mr. Dan as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $6,250 received in lieu
of equity compensation, $13,930 for attending meetings of the Board of Directors, $5,944 for serving as a member of the compensation committee
and $753 for serving as a member of the Company’s nomination and governance committee.
|
|
(4) |
Represents $24,355 earned by
Mr. Engelhardt as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $6,250 received
in lieu of equity compensation, $16,032 for attending meetings of the Board of Directors, $4,874 for serving as the chairman of the audit
committee, $12,380 for serving as a member of the mergers and acquisitions committee and $2,235 for serving as a member of the Company’s
finance committee.
|
|
(5) |
Represents $24,355 earned by
Mr. Ichiki as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $6,250 received in
lieu of equity compensation and $10,444 for attending meetings of the Board of Directors.
|
|
(6) |
Represents $24,355 earned by
Dr. Poduska as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $6,250 received
in lieu of equity compensation, $14,532 for attending meetings of the Board of Directors, $4,874 for serving as a member of the audit
committee, $6,447 for serving as the chairman of the compensation committee and $2,235 for serving as a member of the Company’s
finance committee.
|
|
(7) |
Represents $24,355 earned by
Ms. Richner as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $6,250 received
in lieu of equity compensation and $16,033 for attending meetings of the Board of Directors.
|
|
(8) |
Represents $24,355 earned by
Mr. Weisman as an annual retainer for serving as a non-employee director on the Board of Directors, a cash payment of $6,250 received
in lieu of equity compensation, $16,033 for attending meetings of the Board of Directors, $4,874 for serving as a member of our audit
committee and $12,380 for serving as a member of the mergers and acquisitions committee.
|
|
(9) |
Represents $17,784 earned by
Mr. Turk as an annual retainer for serving as a non-employee director on the Board of Directors, $10,230 for attending meetings of the
Board of Directors and $5,228 for serving as a member of the mergers and acquisitions committee.
|
|
(10) |
Represents $9,750 earned by Mr.
Levy as an annual retainer for serving as a non-employee director on the Board of Directors and $5,730 for attending meetings of the Board
of Directors. |
18
The aggregate number of ordinary
shares subject to outstanding options and RSU awards for each of our non-employee directors as of December 31, 2022, is shown below.
Information regarding Mr. Jasinski’s outstanding equity awards as of December 31, 2022, is set forth in the “Outstanding Equity
Awards at 2022 Fiscal Year-End” table above.
|
Name |
Number of Shares |
|||
|
Jeff Dykan |
38,001 |
(1) |
||
|
Aryeh (Arik) Dan |
38,001 |
|||
|
Yohanan Engelhardt |
37,500 |
|||
|
Yasushi Ichiki |
38,001 |
|||
|
Dr. John William Poduska |
38,502 |
|||
|
Randel Richner |
37,500 |
|||
|
Wayne B. Weisman |
38,001 |
(2) |
||
|
Joseph Turk |
21,368 |
|||
|
Hadar Levy |
37,500 |
|||
| (1) |
See “Security Ownership of Certain Beneficial Owners and Management” above for further information on Mr. Dykan’s
holdings in our ordinary shares.
|
|
(2) |
See “Security Ownership of Certain Beneficial Owners and Management” above
for further information on Mr. Weisman’s holdings in our ordinary shares. |
Cash compensation for our independent, non-employee directors’
services is governed by previous decisions of our compensation committee, Board and shareholders, and is subject to terms and conditions
of our Compensation Policy. Additionally, each independent, non-employee director currently receives upon his or her appointment a restricted
stock unit award (the “Initial RSU Award”), with such Initial RSU Award having a value equal to $50,000 on the date of grant
(as determined based on the closing price of our ordinary shares on the date of grant). Each independent, non-employee director is also
entitled to receive an annual grant of RSUs (the “Annual RSU Award”), with such Annual RSU Award having a value equal to $50,000
on the date of grant. The Initial RSU Award and Annual RSU Award each vest ratably in four equal quarterly installments starting three
months from the date of grant (subject to the non-employee director’s continued service with the Company through each applicable
vesting date), with the vesting of such awards to be accelerated upon certain change of control events in accordance with the Compensation
Policy. At our 2020 annual general meeting, our shareholders approved an amendment to our Compensation Policy whereby (x) all or a portion
of our non-directors’ cash compensation may be paid in equity, at the discretion of our compensation committee, in order to preserve
the Company’s cash, and (y) equity compensation of directors will be payable in the first instance in RSUs but such compensation
may also be payable, at the discretion of our compensation committee, in cash, based on a formula to be determined and with such payment
provisions as shall result in the equivalent effect of vesting of RSUs, in order to preserve the equity available for incentives.
19
In addition, each director is reimbursed for out-of-pocket expenses
in connection with attending meetings of the Board of Directors or committees. Directors are also indemnified and insured by us for actions
associated with being a director to the extent permitted under Israeli law. For further discussion, see “Item 13—Certain Relationships
and Related Transactions and Director Independence—Agreements with Directors and Officers.” Further, none of our non-employee
directors receive any benefits upon termination of their directorship positions. The compensation committee reviews director compensation
annually and makes recommendations to the Board of Directors with respect to compensation and benefits provided to the members of the
Board.
ITEM 12. SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
As of April 28, 2023, there were 59,492,688 ordinary shares outstanding,
excluding ordinary shares issuable in connection with the exercise of outstanding warrants or outstanding options or upon the vesting
of restricted stock units (“RSUs”). The voting rights of all shareholders are the same.
The following table sets forth certain information as of April
28, 2023 concerning the number of ordinary shares beneficially owned, directly or indirectly, by:
| • |
each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding ordinary shares;
|
| • |
each of our directors and director nominees; |
| • |
each of our Named Executive Officers (as defined under “Summary Compensation Table” above); and |
| • |
all of our directors and executive officers as a group. |
Beneficial ownership is determined in accordance with the rules
of the SEC based on voting and investment power with respect to such shares. Shares subject to options or warrants that are currently
exercisable or exercisable within 60 days of April 28, 2023 and shares subject to RSUs that were vested as of or will vest within 60 days
of April 28, 2023 are deemed to be outstanding and to be beneficially owned by the person holding such options, RSUs or warrants for the
purpose of computing the percentage ownership of such person. However, such shares are not deemed to be outstanding and to be beneficially
owned for the purpose of computing the percentage ownership of any other person.
Under the terms of the terms of certain outstanding warrants, a
holder may not exercise the warrants to the extent that such shareholder, together with its affiliates, would beneficially own, after
such exercise, more than 4.99% or 9.99% of the ordinary shares then outstanding, as applicable (subject to the right of the 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. Consistent with beneficial ownership reporting principles under Section 13(d) of the Exchange Act, the below
table only shows ordinary shares underlying warrants that are deemed to be beneficially owned, assuming compliance with these ownership
limitations.
All information with respect to the beneficial ownership of any
principal shareholder has been furnished by such shareholder or is based on our filings with the SEC and, unless otherwise indicated below,
we believe that persons named in the table have sole voting and sole investment power with respect to all the ordinary shares shown as
beneficially owned, subject to community property laws, where applicable. The ordinary shares beneficially owned by our directors and
officers may include shares owned by their respective family members, as to which such directors and officers disclaim beneficial ownership.
Unless otherwise noted below, each shareholder’s address is c/o ReWalk Robotics Ltd., 3 Hatnufa Street, Floor 6, Yokneam Ilit 2069203,
Israel.
20
|
|
Ordinary Shares Beneficially Owned |
|||||||
|
Name |
Number of Shares |
Percentage |
||||||
|
5%-or-More Beneficial Owners:
|
||||||||
|
Lind Global Funds(1)
|
9,599,250 |
16.1 |
% | |||||
|
Named Executive Officers and Directors:
|
||||||||
|
Larry Jasinski(2)
|
264,494 |
* |
||||||
|
Jeff Dykan(3)(4)
|
138,218 |
* |
||||||
|
Yohanan Engelhardt(5)
|
68,085 |
* |
||||||
|
Wayne B. Weisman(3)(6)
|
124,520 |
* |
||||||
|
Aryeh (Arik) Dan(7)
|
68,645 |
* |
||||||
|
Yasushi Ichiki(8)
|
68,646 |
* |
||||||
|
Randel Richner(9)
|
108,885 |
* |
||||||
|
Dr. John William Poduska(10)
|
69,147 |
* |
||||||
|
Joseph Turk(11)
|
42,735 |
* |
||||||
|
Hadar Levy(12)
|
37,500 |
* |
||||||
|
Almog Adar(13)
|
15,625 |
* |
||||||
|
Jeannine Lynch(14)
|
21,558 |
* |
||||||
|
All directors and executive officers as a group (13 persons)
(15) |
972,184 |
1.6 |
% | |||||
________________
|
* |
Ownership of less than 1%. |
|
(1) |
Based on a Schedule 13D/A filed on March 7, 2023, by Lind Global Fund II LP, Lind
Global Partners II LLC, Lind Global Macro Fund LP, Lind Global Partners LLC (together, the “Lind Global Funds”) and Jeff Easton
(together with the Lind Global Funds, the “Reporting Persons”), and includes, as of March 9, 2023, 9,599,250 ordinary shares.
The foregoing excludes warrants to purchase 1,731,351 ordinary shares, because each of the warrants includes a provision limiting the
holder’s ability to exercise the warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the
ordinary shares then outstanding. Without such provisions, the Reporting Persons may have been deemed to have beneficial ownership of
the ordinary shares underlying such warrants. Jeff Easton, the managing member of Lind Global Partners II LLC and Lind Global Partners
LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Macro Fund, LP and Lind Global
Fund II LP. The principal business address of the Reporting Persons is 444 Madison Avenue, Floor 41, New York, N.Y. 10022.
|
|
(2) |
Consists of 232,680 ordinary shares, including 78,750 shares underlying RSUs vesting
within 60 days, and exercisable options to purchase 31,814 ordinary shares.
|
|
(3) |
Based on Section 13(d) and 16 filings made with the SEC, consists of 40,707 ordinary
shares beneficially owned by SCP Vitalife Partners II, L.P., or SCP Vitalife Partners II, a limited partnership organized in the Cayman
Islands, 13,596 ordinary shares beneficially owned by SCP Vitalife Partners (Israel) II, L.P., or SCP Vitalife Partners Israel II, a limited
partnership organized in Israel, and 1,571 ordinary shares currently held by the Israel Innovation Authority (formerly known as the Office
of the Chief Scientist of the State of Israel), or the IIA, that Vitalife Partners Overseas, Vitalife Partners Israel and Vitalife Partners
DCM have the right to acquire from IIA. SCP Vitalife II Associates, L.P., or SCP Vitalife Associates, a limited partnership organized
in the Cayman Islands, is the general partner of the SCP Vitalife Partners II and SCP Vitalife Partners Israel II, and SCP Vitalife II
GP, Ltd., or SCP Vitalife GP, organized in the Cayman Islands, is the general partner of SCP Vitalife Associates. As such, SCP Vitalife
GP may be deemed to beneficially own the 54,303 ordinary shares beneficially owned by SCP Vitalife Partners II and SCP Vitalife Israel
Partners II. Jeff Dykan and Wayne B. Weisman are the directors of SCP Vitalife GP and, as such, share voting and dispositive power over
the shares held by the foregoing entities. As such, they may be deemed to beneficially own 55,874 ordinary shares, consisting of the 54,303
ordinary shares beneficially owned by SCP Vitalife GP, as well as the ordinary shares beneficially owned by each of Vitalife Partners
Overseas, Vitalife Partners Israel and Vitalife Partners DCM and held by IIA. The principal business address of SCP Vitalife Partners
II, SCP Vitalife Associates, SCP Vitalife GP, and Messrs. Churchill and Weisman is c/o SCP Vitalife Partners II, L.P., 1200 Liberty Ridge
Drive, Suite 300, Wayne, Pennsylvania 19087. The principal business address of SCP Vitalife Partners Israel II, Vitalife Partners Israel,
Vitalife Partners Overseas, Vitalife Partners DCM, Mr. Dykan and Dr. Ludomirski is c/o SCP Vitalife Partners (Israel) II, L.P., 32B Habarzel
Street, Ramat Hachayal, Tel Aviv 69710, Israel.
|
|
(4) |
Consists of 81,843 ordinary shares, including 12,500 shares underlying RSUs vesting
within 60 days, and exercisable options to purchase 501 ordinary shares.
|
|
(5) |
Consists of 68,085ordinary shares, including 12,500shares underlying RSUs
vesting within 60 days.
|
|
(6) |
Consists of 68,145ordinary shares, including 12,500shares underlying RSUs
vesting within 60 days, and exercisable options to purchase 501 ordinary shares.
|
|
(7) |
Consists of 68,144 ordinary shares, including 12,500shares underlying RSUs vesting
within 60 days, and exercisable options to purchase 501 ordinary shares. |
|
(8) |
Consists of 68,145ordinary shares, including 12,500shares underlying RSUs
vesting within 60 days, and exercisable options to purchase 501 ordinary shares.
|
|
(9) |
Consists of 108,885 ordinary shares, including 12,500 shares underlying RSUs vesting
within 60 days.
|
|
(10) |
Consists of 68,145 ordinary shares, including 12,500shares underlying RSUs vesting
within 60 days, and exercisable options to purchase 1,002 ordinary shares.
|
|
(11) |
Consists of 42,735 ordinary shares.
|
|
(12) |
Consists of 37,500ordinary shares, including 12,500shares underlying RSUs
vesting within 60 days.
|
|
(13) |
Consists of 15,625 ordinary shares.
|
|
(14) |
Consists of 21,558 ordinary shares.
|
|
(15) |
Consists of (i) 758,614 ordinary shares directly or beneficially owned by our executive
officers and our nine directors other than Mr. Jasinski; (ii) 34,820 ordinary shares constituting the cumulative aggregate number of options
granted to the executive officers and directors; and (iii) 178,750 shares underlying RSUs vesting within 60 days. |
21
EQUITY COMPENSATION PLAN INFORMATION
The following table provides certain aggregate information with
respect to our ordinary shares that may be issued under our equity compensation plans in effect as of December 31, 2022.
|
Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted- average exercise price of outstanding options, warrants and rights |
Number of
securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column) |
|||||||||
|
Equity compensation plans approved by security holders |
2,799,051 |
(1) |
$ |
0.65 |
(2) |
2,934,679 |
(3) | |||||
|
Equity compensation plans not approved by security holders |
225,000 |
(4) |
— |
— |
||||||||
|
Total |
3,024,051 |
(4) |
$ |
0.65 |
2,934,679 |
|||||||
___________
|
(1) |
Represents shares issuable under our (i) 2014 Plan upon exercise of options outstanding
to purchase 34,674 shares and upon the settlement of outstanding RSUs with respect to 2,755,057 shares and under our (ii) 2012 Equity
Incentive Plan upon exercise of options outstanding to purchase 9,320 shares.
|
| (2) |
The weighted-average exercise price is calculated based solely on the exercise prices of the
outstanding options to purchase shares of our common stock. It does not reflect the shares of our common stock that will be issued upon
the vesting of outstanding awards of RSUs, which have no exercise price. |
|
(3) |
Represents shares available for future issuance under our 2014 Plan. |
| (4) |
Represents an inducement grant of RSUs made to Michael Lawless on September 19,
2022. |
22
ITEM 13. CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Director Independence
The information required by Item 407(a) of Regulation S-K is incorporated
by reference herein from Item 10 above as set forth under the caption “Director Independence.”
Certain Relationships and Related Transactions
See “Item 11. Executive Compensation —Employment Agreements
of Named Executive Officers” for a description of employment agreements between us and the Named Executive Officers.
We describe below transactions and series of similar transactions
which are currently proposed or to which we have been or were a party since January 1, 2021, in which (a) the amount involved exceeds
or exceeded the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed
fiscal years and (b) any of our directors, executive officers, beneficial owners of more than 5% of our ordinary shares, or any affiliates
or members of the immediate family of any of the foregoing persons, had or will have a direct or indirect material interest. Although
we do not have a formal written policy as to the approval of related party transactions, all related party transactions for which disclosure
would be required under Item 404 of Regulation S-K are approved based on procedures under Israeli law, as is duly memorialized in the
minutes of the meetings of the Board and audit committee, as applicable.
Transactions with Current and/or Former 5%
Beneficial Owners
Since January 1, 2021, we entered into the following transactions
with other shareholders who are currently 5% beneficial owners or who we believe beneficially owned at the time of such transactions or
became as a result of such transactions more than 5% of our ordinary shares, based on a review of Schedule 13G filings made and Company
records during such period.
Former 5% Beneficial Owners
On February 19, 2021, in a private placement, we sold to Intracoastal
Capital, LLC and/or its affiliates (“Intracoastal”) 819,112 ordinary shares and warrants to purchase 409,556 ordinary shares
with an exercise price of $3.60 per share, at a sale price of $3.6625 per share and associated warrant. On September 27, 2021, in a registered
direct offering, we sold to Intracoastal 2,457,004 ordinary shares and warrants to purchase 1,228,5802 ordinary shares with an exercise
price of $2.00 per share, at a sale price of $2.035 per share and associated warrant.
We engaged in certain warrant exercise agreements and private placements,
best efforts offerings and registered direct offerings of ordinary shares and/or warrants with a number of investors who we believe were
5% beneficial owners at the time of such transactions. These include Intracoastal, Anson Funds Management LP and/or its affiliates, Armistice
Capital Master Fund Ltd. and its affiliates, CVI Investments, Inc. and its affiliates, and Sabby Volatility Warrant Master Fund, Ltd and
its affiliates. For information regarding these transactions, see our Registration Statement on Form S-1 (File No. 333-254147), filed
with the SEC on March 11, 2021, and our Registration Statement on Form S-3 (File No. 333-260382), filed with the SEC on October 20, 2021.
Agreements with Directors, Officers and Others
Employment Agreements
We have entered into written employment agreements with each of
our executive officers. These agreements provide for notice periods of varying duration for termination of the agreement by us or by the
relevant executive officer, during which time the executive officer will continue to receive base salary and benefits. We have also entered
into customary non-competition, confidentiality of information and ownership of inventions arrangements with our executive officers. However,
the enforceability of the noncompetition provisions may be limited under applicable law.
23
Options
Since our inception we have granted options to purchase our ordinary
shares to our officers and certain of our directors. Such option agreements may contain acceleration provisions upon certain merger, acquisition,
or change of control transactions.
Exculpation, Indemnification and Insurance
Our Articles of Association permit us to exculpate, indemnify and
insure certain of our office holders to the fullest extent permitted by the Israel Companies Law. We have entered into indemnification
agreements with our office holders, exculpating them from a breach of their duty of care to us to the fullest extent permitted by law
and undertaking to indemnify them to the fullest extent permitted by law, subject to certain exceptions, including with respect to liabilities
resulting from our IPO to the extent that these liabilities are not covered by insurance.
Consulting Agreement with Randel Richner
At our 2022 annual meeting of shareholders, our shareholders approved
the terms of a consulting agreement (the “Consulting Agreement”) with Richner Consultants, LLC, a Delaware company (the “Consultant”)
owned by Randel E. Richner, a member of our Board. Pursuant to the Consulting Agreement, the Consultant provided us with the following
services during 2022: strategic advisory consultation on activities related to the Centers for Medicare & Medicaid Services (“CMS”),
a division of the U.S. Department of Health and Human Services, including reviewing Company submissions to CMS; reviewing the Company’s
dossier submitted to third-party insurers; coordinating and establishing lobbying efforts for the Company with U.S. government agencies;
review and support with respect to reimbursements from private payers and with on-going interactions with the U.S. Veterans Benefits Administration;
and other reimbursement-related matters as designated and agreed to with our CEO, including international reimbursement activities as
needed. The services to be provided under the Consulting Agreement by the Consultant were provided solely by Ms. Richner.
The services were provided on an hourly basis at a rate of $425
per hour, payable by us on a monthly basis subject to the Consultant providing monthly invoices for the review of both our Chairman of
the Board and our CEO. Under the Consulting Agreement, the aggregate total number of consulting hours provided by the Consultant cannot
exceed 282 hours.
The term of the Consulting Agreement commenced January 1, 2022,
and expired December 31, 2022. Approximately $119,850 was paid to the Consultant during the term of the Consulting Agreement.
Approval of Related Party Transactions Under Israeli Law
Disclosure of Personal Benefits or Other Interests
of an Office Holder and Approval of Certain Transactions
The Israel Companies Law requires that an office holder promptly
disclose to the board of directors any personal benefit or other interest that he or she may have, and all related material information
or documents, concerning any existing or proposed transaction with the company. A personal benefit or other interest includes the individual’s
own benefit or other interest and, in some cases, a personal benefit or other interest of such person’s relative or an entity in
which such individual, or his or her relative, is a 5% or greater shareholder, director or general manager, or in which he or she has
the right to appoint at least one director or the general manager, but does not include a personal benefit or other interest stemming
only from ownership of our shares.
If an office holder has a personal benefit or other interest in
a transaction, approval by the board of directors is required for the transaction. Once an office holder has disclosed his or her personal
benefit or other interest in a transaction, the board of directors may approve an action by the office holder that would otherwise be
deemed a breach of duty of loyalty. A company may not, however, approve a transaction or action unless it is in the best interests of
the company, or if the office holder is not acting in good faith.
24
Special approval is required for an extraordinary transaction,
which under the Israel Companies Law is defined as any of the following:
| • |
a transaction other than in the ordinary course of business; |
| • |
a transaction that is not on market terms; or |
| • |
a transaction that may have a material impact on a company’s profitability, assets or liabilities. |
An extraordinary transaction in which an office holder has a personal
benefit or other interest requires approval first by the company’s audit committee and subsequently by the board of directors. The
compensation of, or an undertaking to indemnify or insure, an office holder who is not a director requires approval first by the company’s
compensation committee, then by the company’s board of directors and, if such compensation arrangement or an undertaking to indemnify
or insure is inconsistent with the Company’s compensation policy or if the office holder is the Chief Executive Officer (apart from
a number of specific exceptions), then such arrangement is subject to shareholder approval by a simple majority, which must also include
at least a majority of the shares voted by all shareholders who are neither controlling shareholders nor have a personal benefit or other
interest in such compensation arrangement (alternatively, in addition to a simple majority, the total number of shares voted against the
compensation arrangement by non-controlling shareholders and shareholders who do not have a personal benefit or other interest in the
arrangement may not exceed 2% of our outstanding shares). We refer to this as the “Special Approval for Compensation”. Arrangements
regarding the compensation, indemnification or insurance of a director require the approval of the compensation committee, board of directors
and shareholders by a simple majority, in that order, and under certain circumstances, a Special Approval for Compensation.
Generally, a person who has a personal benefit or other interest
in a matter that is considered at a meeting of the board of directors or the audit committee may not be present at such a meeting or vote
on that matter unless the chairman of the board of directors or the audit committee (as applicable) determines that he or she should be
present in order to present the transaction that is subject to approval. If a majority of the members of the board of directors or the
audit committee (as applicable) have a personal benefit or other interest in the approval of a transaction, then all directors may participate
in discussions of the board of directors or the audit committee (as applicable) on such transaction and in the voting, but shareholder
approval is also required for such transaction.
Disclosure of Personal Benefits or Other Interests
of Controlling Shareholders and Approval of Certain Transactions
Pursuant to the Israel Companies Law, the disclosure requirements
regarding personal benefits or other interests that apply to directors and executive officers also apply to a controlling shareholder
of a public company. In this context, a controlling shareholder includes a shareholder who holds 25% or more of our outstanding shares
if no other shareholder holds more than 50% of our outstanding shares. For this purpose, the holdings of all shareholders who have a personal
benefit or other interest in the same transaction will be aggregated. The approval of the audit committee, the board of directors and
the shareholders of the company, in that order, is required for (a) extraordinary transactions with a controlling shareholder or in which
a controlling shareholder has a personal benefit or other interest, (b) our engagement with a controlling shareholder or his or her relative,
directly or indirectly, for the provision of services to us, (c) the terms of engagement and compensation of a controlling shareholder
or his or her relative who is not an office holder or (d) our employment of a controlling shareholder or his or her relative, other than
as an office holder. In addition to shareholder approval by a simple majority, the transaction must be approved by a Special Majority.
To the extent that any such transaction with a controlling shareholder
is for a period extending beyond three years, approval is required once every three years, unless, with respect to certain transactions,
the audit committee determines that the duration of the transaction is reasonable under the circumstances.
25
Arrangements regarding the compensation, indemnification or insurance
of a controlling shareholder in his or her capacity as an office holder require the approval of the compensation committee, board of directors
and shareholders, in that order, by a Special Majority, and the terms must be consistent with our Compensation Policy.
Pursuant to regulations promulgated under the Israel Companies
Law, certain transactions with a controlling shareholder or his or her relative, or with directors, that would otherwise require approval
of our shareholders may be exempt from shareholder approval upon certain determinations of the audit committee and board of directors.
Under these regulations, we must publish these determinations, and a shareholder holding at least 1% of our outstanding shares may, within
14 days of after publication, demand shareholder approval despite such determinations.
ITEM 14. PRINCIPAL ACCOUNTANT
FEES AND SERVICES
Principal Accounting Fees and Services
The following table sets forth, for each of the years indicated,
the fees expensed by Kost Forer Gabbay & Kasierer, our independent registered public accounting firm, in each such year.
|
|
2021 |
2022 |
||||||
|
|
($ in thousands) |
|||||||
|
Audit Fees(1)
|
$ |
275 |
$ |
245 |
||||
|
Audit-Related Fees(2)
|
$ |
- |
$ |
6 |
||||
|
Tax Fees(3)
|
$ |
17 |
$ |
14 |
||||
|
All Other Fees(4)
|
$ |
3 |
$ |
4 |
||||
|
Total: |
$ |
295 |
$ |
269 |
||||
____________
|
(1) |
“Audit fees” include fees for services performed by our independent public
accounting firm in connection with our annual audit for 2021 and 2022, fees related to the review of quarterly financial statements, fees
related to our at-the-market equity offering program, follow-on offering of ordinary shares and follow-on offering of ordinary shares
and warrants and fees for consultation concerning financial accounting and reporting standards. |
|
(2) |
“Audit-related fees” relate to assurance and associated services that
are traditionally performed by an independent auditor, including accounting consultation and consultation concerning financial accounting,
reporting standards and due diligence. |
|
(3) |
“Tax fees” include fees for professional services rendered by our independent
registered public accounting firm for tax compliance, transfer pricing and tax advice on actual or contemplated transactions. |
|
(4) |
“All other fees” include fees for services rendered by our independent
registered public accounting firm with respect to government incentives and other matters. |
Audit Committee’s Pre-Approval Policies and Procedures
The audit committee has adopted a pre-approval policy for the engagement
of our independent accountant to perform certain audit and non-audit services. Pursuant to this policy, which is designed to ensure that
such engagements do not impair the independence of our auditors, the audit committee pre-approves annually a catalog of specific audit
and non-audit services in the categories of audit service, audit-related service and tax services that may be performed by our independent
accountants.
All engagements by us of the auditors for 2021 and 2022 were pre-approved
by the audit committee.
26
PART IV
ITEM 15. EXHIBITS, FINANCIAL
STATEMENT SCHEDULES
(a)(3) Exhibits.
The exhibits listed in the Exhibit Index are filed, furnished, or incorporated by reference in this Amendment
No. 1.
EXHIBIT INDEX
27
28
29
|
104 |
Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document).
|
|
* |
Certain identified information in the exhibit has been omitted because it is the type of information that
(i) the Company customarily and actually treats as private and confidential, and (ii) is not material. |
|
** |
Management contract or compensatory plan, contract or arrangement.
|
|
# |
Furnished herewith. |
|
+ |
Filed herewith. |
30
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
ReWalk Robotics Ltd. |
| |
|
|
|
| |
|
|
By: |
/s/ Larry Jasinski |
|
|
|
|
Name: Larry Jasinski |
|
|
|
|
Title: Chief Executive Officer |
|
Date: May 1, 2023
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities set forth below on
May 1, 2023.
|
Signature |
Title |
|
|
|
|
/s/ Larry Jasinski |
|
|
Larry Jasinski |
Director and Chief Executive Officer
(Principal Executive Officer) |
|
|
|
|
/s/ Michael Lawless |
|
|
Michael Lawless |
Chief Financial Officer
(Principal Financial Officer) |
|
* |
|
|
Almog Adar |
Vice President of Finance
(Principal Accounting Officer) |
|
|
|
|
* |
|
|
Jeff Dykan |
Chairman of the Board |
|
|
|
|
* |
|
|
Dr. John William Poduska |
Director |
|
|
|
|
* |
|
|
Yohanan Engelhardt |
Director |
|
|
|
|
* |
|
|
Wayne B. Weisman |
Director |
|
|
|
|
* |
|
|
Yasushi Ichiki |
Director |
|
|
|
|
* |
|
|
Aryeh Dan |
Director |
|
|
|
|
* |
|
|
Randel Richner |
Director |
|
|
|
|
* |
|
|
Joseph Turk |
Director |
|
| |
|
* |
|
|
Hadar Levy |
Director |
*By /s/ Larry Jasinski
Larry Jasinski, Attorney-in-fact
31
Exhibit 10.25
AMENDMENT #1 TO EXECUTIVE EMPLOYMENT AGREEMENT
This Amendment #1 to the Executive Employment Agreement (this “Amendment”) is made and entered into on September 23, 2020, by and between ReWalk Robotics Inc. (formerly
Argo Medical Technologies Inc.), a Delaware corporation (the “Company”), and Larry Jasinski (the “Employee”). The
Company and the Employee shall each be referred to as a “Party” and shall together be referred to as the “Parties”.
WHEREAS, the Parties have entered into an Executive Employment Agreement, dated as of January 17, 2011 (the “Agreement”); and
WHEREAS,
the Parties wish to make certain amendments to the Agreement, as set forth herein.
NOW, THEREFORE, IT IS DECLARED COVENANTED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:
|
1.
|
The below provisions shall be added to the Agreement as Section 5.3, immediately following Section 5.2:
|
“Change of Control.
In the event that the Employee’s employment with the Company is terminated by the Company (or its successor) not for Cause (as defined in the Agreement) or by the Employee for Good Reason within one year following a Change of Control, the Employee
shall be entitled to a special severance grant (“Severance”) in the form of:
|
(i)
|
18 months of the Employee’s Base Salary (as defined in the Agreement); and
|
|
|
(ii)
|
An annual bonus for the year in which the termination occurs, equal to the bonus that the Employee would have received
assuming he had not been terminated prior to the applicable date of payment of such bonus and also assuming achievement of 100% of the milestones and targets as established by the Company’s board of directors for the applicable year of
termination; such bonus shall be payable promptly following the termination.
|
For purposes of this Agreement, the term “Change of Control” shall have the meaning set forth in Section 2.10 of the Company’s Amended and Restated 2014 Incentive Compensation Plan.
For purposes of this Agreement, the term “Good Reason” means Employee resigns due to (i) he no longer reports to a person with a grade level equal to or higher than his (ii) relocation of the Employee by the Company without Employee’s express
written consent to a facility or location more than fifty (50) kilometers from Employee’s then-current location in one or more steps; (iii) a ten percent (10%) or greater reduction in the Base Salary (other than an equivalent percentage reduction
in the base salaries that applies to Employee’s entire business unit); or (iv) a material breach by the Company of the Employment Agreement; provided, however, that with respect to each of the foregoing, Employee must (a) within ninety (90) days
following its occurrence, deliver to the Company a written explanation specifying the specific basis for Employee’s belief that he is entitled to terminate his employment for Good Reason, (b) give the Company an opportunity to cure any of the
foregoing within thirty (30) days following delivery of such explanation and (c) provided Company has failed to cure any of the foregoing within such thirty (30) day cure period, terminate Employee’s employment within thirty (30) days following
expiration of such cure period.
|
2.
|
The Severance, if paid, will be paid through the last pay-slip of the Employee and will not constitute a portion of the
Employee’s salary for any purpose whatsoever, including for the purpose of the calculation of severance pay and social insurance. Any tax liability in connection with the Severance shall be borne solely by the Employee.
|
|
3.
|
Nothing in this Amendment shall provide the Employee with guaranteed employment for any specific period, and the Company
reserves the right to terminate the Employee employment, subject to the terms of the Agreement and applicable law. Except as specifically modified by this Amendment, all other terms and conditions of the Agreement remain unchanged and in
full force and effect in accordance therewith. The Company and the Employee represent and warrant that, as of the date hereof, no other agreements, written or oral, exist between the Parties with respect to the subject matter covered herein
except for the Agreement and this Amendment. The Parties acknowledge and agree that in the event of a conflict between the terms amended pursuant to this Amendment and the other terms of the Agreement, the terms of this Amendment shall
govern.
|
[Signature Page Follows]
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE CAUSED THIS AMENDMENT TO BE EXECUTED ON THE DATE FIRST WRITTEN
ABOVE.
|
ReWalk Robotics Ltd./Inc.
By: /s/ Jeff Dykan
Name: Jeff Dykan
Title: Chairman
|
/s/ Larry Jasinski
Larry Jasinski
|
Exhibit 31.3
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
EXCHANGE ACT RULE 13A-14(A)/15D-14(A)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Larry Jasinski, certify that:
| 1. |
I have reviewed this Amendment No. 1 on Form 10-K/A of ReWalk Robotics Ltd.;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.
|
|
Date: May 1, 2023
|
By:
|
/s/ Larry Jasinski |
|
| Larry Jasinski | |||
| Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.4
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
EXCHANGE ACT RULE 13A-14(A)/15D-14(A)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Michael Lawless , certify that:
| 1. |
I have reviewed this Amendment No. 1 on Form 10-K/A of ReWalk Robotics Ltd.;
|
| 2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report.
|
|
Date: May 1, 2023
|
By:
|
/s/ Michael Lawless | |
| Michael Lawless | |||
| Chief Financial Officer (Principal Financial Officer) |