Lifeward Ltd S-1, filed Mar 11, 2021

Lifeward Ltd. (LFWD)

S-1 2021-03-11

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

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

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

Title of each class of securities to be registered	Amount to be registered(1)		Proposed maximum offering price per unit(2)		Proposed maximum aggregate offering price		Amount of registration fee
Ordinary shares, par value NIS 0.25 per share		10,921,502	$	2.62	$	28,614,335.24	$	3,121.82
Ordinary shares, par value NIS 0.25 per share, issuable upon exercise of outstanding warrants		6,116,041	$	2.62	$	16,024,027.42	$	1,748.22
Total					$	44,638,362.66	$	4,870.04

About This Prospectus	1
Prospectus Summary	1
Risk Factors	6
Forward-Looking Statements	7
Management	8
Executive and Director Compensation	13
Certain Relationships and Related Party Transactions	26
Description of our Ordinary Shares	33
Market Information and Dividend Policy	38
Security Ownership of Certain Beneficial Owners and Management		39
Material Tax Considerations	42
Selling Shareholders	50
Plan of Distribution	55
Legal Matters	56
Experts	56
Where You Can Find More Information	57
Incorporation of Certain Documents by Reference	57
Enforceability of Civil Liabilities	58

Use of proceeds	We will not receive any proceeds from the sale of ordinary shares by the selling shareholders. We will, however, receive the proceeds of any Warrants exercised for cash in the future. Such net proceeds will be up to approximately $ 22.7 million, based on the February 2021 Warrants’ exercise prices. See “Use of Proceeds” in this prospectus.
Dividend policy	We have never declared or paid any cash dividends on our ordinary shares. We do not anticipate paying any cash dividends in the foreseeable future.
Risk factors	You should carefully consider the risk factors described in the section of this prospectus entitled “Risk Factors,” together with all of the other information included in this prospectus, before deciding to purchase our ordinary shares.

	•	as of February 26, 2021, 661,760 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $1.34 per share (the “December 2020 Institutional Warrants”), which were issued to institutional investors in a private placement pursuant to a securities purchase agreement between us and the investors party thereto, dated December 3, 2020; and
	•	as of February 26, 2021, 108,806 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $1.7922 per share (the “December 2020 HCW Warrants”), which were issued to designees of the placement agent of the December 2020 private placement, as compensation for its services.

•	the adverse effect that the current coronavirus (COVID-19) pandemic has had and may continue to have on our business and results of operations;
•	our ability to have sufficient funds to meet certain future capital requirements, which could impair our efforts to develop and commercialize existing and new products;
•	our ability to maintain compliance with the continued listing requirements of the Nasdaq Capital Market and the risk that our ordinary shares will be delisted if we cannot do so;
•	our expectations regarding future growth, including our ability to increase sales in our existing geographic markets and expand to new markets;
•	our ability to maintain and grow our reputation and the market acceptance of our products;
•	our ability to achieve reimbursement from third-party payors for our products;
•	our limited operating history and our ability to leverage our sales, marketing and training infrastructure;
•	our expectations as to our clinical research program and clinical results;
•	our ability to obtain certain components of our products from third-party suppliers and our continued access to our product manufacturers;
•	our ability to improve our products and develop new products;
•	our compliance with medical device reporting regulations to report adverse events involving our products, which could result in voluntary corrective actions or enforcement actions such as mandatory recalls, and the potential impact of such adverse events on ReWalk’s ability to market and sell its products;
•	our ability to gain and maintain regulatory approvals;
•	our expectations as to the results of the U.S. Food and Drug Administration, potential regulatory developments with respect to our mandatory 522 postmarket surveillance study;
•	the risk of a cybersecurity attack or breach of our IT systems significantly disrupting our business operations;
•	our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others;
•	our ability to establish a pathway to commercialize our products in China;
•	the impact of substantial sales of our shares by certain shareholders on the market price of our ordinary shares;
• •	our ability to use effectively the proceeds of our offerings of securities; the risk of substantial dilution resulting from the periodic issuances of our ordinary shares;
•	the impact of the market price of our ordinary shares on the determination of whether we are a passive foreign investment company; and
•	market and other conditions.

Name	Age	Current Position with the Company	Director Since
Jeff Dykan*⁽¹⁾	62	Class I Director, Chairman	2009
Yasushi Ichiki*	53	Class I Director	2014
Larry Jasinski	63	Class II Director, Chief Executive Officer	2012
Dr. John William Poduska*^{(2) (3)}	83	Class II Director	2014
Randel E. Richner*	65	Class II Director	November 2020
Wayne B. Weisman*⁽³⁾	65	Class III Director	2009
Aryeh (Arik) Dan*⁽¹⁾⁽²⁾	62	Class III Director	2013
Yohanan Engelhardt*⁽³⁾	62	Class III Director	2018

Name	Age	Position
Larry Jasinski	63	Chief Executive Officer and Director
Ori Gon	39	Chief Financial Officer

Name and Principal Position	Year	Salary ($)		Non-Equity Incentive Plan ($)⁽¹⁾		Stock Awards ($)⁽²⁾			Option Awards ($)⁽²⁾			All Other Compensation ($)⁽³⁾			Total ($)
Larry Jasinski, Chief Executive	2020		391,400		164,388		498,000	⁽⁵⁾		—			—			1,053,788
Officer and Director⁽⁴⁾	2019		391,400		82,194		13,320	⁽⁶⁾		66,598	⁽⁷⁾		—			553,512
Ori Gon,	2020		191,687		40,451		222,400	⁽⁹⁾	—				71,278	⁽¹¹⁾		525,816
Chief Financial Officer⁽⁸⁾	2019		177,695		15,778		14,175	⁽¹⁰⁾		—			69,195	⁽¹²⁾		276,843
Ofir Koren,	2020		209,356		31,557		83,400	⁽¹³⁾	—				76,211	⁽¹⁴⁾		400,524
Former Vice President, Research & Development and Regulatory^(8)(15)	2019		194,075		17,233		11,812	⁽¹⁶⁾		—			75,665	⁽¹⁷⁾		298,785

(1)	Represents one-time discretionary cash bonuses to each of the Named Executive Officers.
(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. The fair value of options awards was estimated at the date of grant using a Black-Scholes-Merton option pricing model with assumptions related to expected volatility, risk free rate, dividend yield, expected term (in years) and ReWalk share price.
(3)	Amounts reported in this column include benefits and perquisites, including those mandated by Israeli law. Such benefits and perquisites include payments, contributions and/or allocations for social benefits and car expenses.
(4) (5)	Mr. Jasinski does not receive any additional compensation for his services as a director. See “Director Compensation” below. Consists of 300,000 RSUs that were granted under the 2014 Plan to Mr. Jasinski on June 18, 2020, which vest ratably in four equal annual installments starting on the first anniversary of the grant date.

(6)	Consists of 2,485 RSUs that were granted under the 2014 Plan to Mr. Jasinski on March 27, 2019, which vest ratably in four equal annual installments starting on the first anniversary of the grant date.
(7)	Consists of options to purchase 12,425 ordinary shares that were granted to Mr. Jasinski on March 27, 2019, with 25% of the options to vest on the first anniversary of the grant date and 6.25% of the options to vest and become exercisable on a quarterly basis thereafter. The options will also vest as follows: (A) 100% of the then-unvested options shall automatically vest upon the occurrence of an “Exit Event” (as defined below in this footnote) and the termination of Mr. Jasinski’s employment within 12 months following such Exit Event, other than a termination for cause (as defined in Mr. Jasinski’s employment agreement with the Company, as described below); or (B) upon a termination of Mr. Jasinski’s employment by the ReWalk Robotics, Inc., our wholly-owned U.S. subsidiary (the “Subsidiary”) without “cause” or by Mr. Jasinski for “Good Reason” (both as defined in Mr. Jasinski’s employment agreement) prior to an Exit Event, any unvested options that would have vested during the six months following the effective date of such termination had Mr. Jasinski remained employed by the Subsidiary during such period will automatically vest. “Exit Event” means (i) a sale of all or substantially all of the assets of the Company, (ii) a sale (including an exchange) of all or substantially all of the shares of the Company, (iii) a merger, acquisition, consolidation or amalgamation in which the Company is not the surviving corporation, (iv) a reverse merger in which the Company is the surviving corporation but the shares of the Company outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities and/or cash or otherwise, (v) a scheme of arrangement for the purpose of effecting such sale, merger, acquisition, consolidation or amalgamation or (vi) such other transaction that is determined by the Board to be a transaction having a similar effect.
(8)	The amounts set forth for each of Mr. Gon and Mr. Koren 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 US dollars according to the average exchange rate on the applicable period.
(9)	Consists of 150,000 RSUs that were granted under the 2014 Plan to Mr. Gon on July 2, 2020, which vest ratably in four equal annual installments starting on the first anniversary of the grant date, and 10,000 RSUs that were granted under the 2014 Plan to Mr. Gon on July 2, 2020, which vested immediately on the date of grant.
(10)	Consists of 4,500 RSUs that were granted under the 2014 Plan to Mr. Gon on June 1, 2019, which vest ratably in three equal annual installments starting on the first anniversary of the grant.
(11)	Consists of $54,350 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $16,928 with respect to Mr. Gon’s personal use of a Company-leased car.
(12)	Consists of $50,679 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $18,516 with respect to Mr. Gon’s personal use of a Company-leased car.
(13)	Consists of 60,000 RSUs that were granted under the 2014 Plan to Mr. Koren on July 2, 2020, which vest ratably in four equal annual installments starting on the first anniversary of the grant date.
(14)	Consists of $57,075 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $19,136 with respect to Mr. Koren’s personal use of a Company-leased car.
(15)	Mr. Koren resigned from his position with the Company, effective as of January 17, 2021 but continued to support the Company until February 28, 2021 in certain regulatory matters.
(16)	Consists of 3,750 RSUs that were granted under the 2014 Plan to Mr. Koren on June 1, 2019, which vest ratably in three equal annual installments starting on the first anniversary of the grant date.
(17)	Consists of $53,201 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $22,464 with respect to Mr. Koren’s personal use of a Company-leased car.

			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	5/1/2012	⁽³⁾	6,619	—	32.93	5/1/2022
	5/10/2012	⁽⁴⁾	3,308	—	32.93	5/10/2022
	12/24/2013	⁽⁵⁾	5,641	—	37.14	12/24/2023
	6/27/2017	⁽⁶⁾	4,374	626	52.50	6/27/2027
	5/3/2018	⁽⁷⁾	5,468	3,281	26.88	5/3/2028
	3/27/2019	⁽⁸⁾	5,435	6,990	5.37	3/27/2029
	6/27/2017	⁽⁹⁾					250	330
	5/3/2018	⁽¹⁰⁾					875	1,155
	3/27/2019	⁽¹¹⁾					1,864	2,460
	6/18/2020	⁽¹²⁾					300,000	396,000
Ori Gon	2/22/2018	⁽¹³⁾	2,654	1,207	28.75	2/22/2028
	5/3/2018	⁽⁷⁾	1,640	985	27.11	5/3/2028

	4/18/2017	⁽¹⁴⁾					75	99
	2/22/2018	⁽¹⁵⁾					358	473
	5/03/2018	⁽¹⁰⁾					263	347
	6/01/2019	⁽¹⁶⁾					3,000	3,960
	7/2/2020	⁽¹⁷⁾					150,000	198,000

Ofir Koren	7/17/2013	⁽¹⁸⁾	75	—	32.93	7/17/2023
	12/24/2013	⁽¹⁹⁾	676	—	37.14	12/24/2023
	4/18/2017	⁽²⁰⁾	1,312	188	50.00	4/18/2027
	5/3/2018	⁽⁷⁾	2,625	985	26.88	5/3/2028
	4/18/2017	⁽¹⁴⁾					75	99
	5/3/2018	⁽¹⁰⁾					263	347
	6/1/2019	⁽¹⁶⁾					2,500	3,300
	7/2/2020	⁽¹⁷⁾					60,000	79,200

(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, 2020 ($1.32) multiplied by the number of shares subject to the award.
(3)	Option awards became vested and exercisable a rate of 1/12^th the original number of ordinary shares subject thereto on a quarterly basis commencing on May 1, 2012.
(4)	Option awards became vested and exercisable a rate of 1/12^th the original number of ordinary shares subject thereto on a quarterly basis commencing on May 10, 2012.
(5)	Option awards became vested and exercisable a rate of 1/48^th the original number of ordinary shares subject thereto on a quarterly basis commencing on January 23, 2014.
(6)	Option awards vested with respect to 1/4^th of the original number of ordinary shares subject thereto on June 27, 2018 and vest thereafter at a rate of 1/16^th of the original number of shares on a quarterly basis commencing on September 27, 2018 and ending on June 27, 2021.
(7)	Option awards vest with respect to 1/4^th of the original number of ordinary shares subject thereto on May 3, 2019 and thereafter at a rate of 1/16^th of the original number of shares on a quarterly basis commencing on August 3, 2019 and ending on May 3, 2022.

(8)	Option awards vest with respect to 1/4^th of the original number of ordinary shares subject thereto on March 27, 2020 and thereafter at a rate of 1/16^th of the original number of shares on a quarterly basis commencing on June 27, 2019 and ending on March 27, 2023.
(9)	RSUs vested with respect to 1/4^th of the original number of shares on an annual basis commencing on June 27, 2018 and ending on June 27, 2021.
(10)	RSUs vested with respect to 1/4^th of the original number of shares on an annual basis commencing on May 3, 2019 and ending on May 3, 2022.
(11)	RSUs vested with respect to 1/3^rd of the original number of shares on an annual basis commencing on March 27, 2020 and ending on March 27, 2022.
(12)	RSUs will vest with respect to 1/4^th of the original number of shares on an annual basis commencing on June 18, 2021 and ending on June 18, 2025.
(13)	Option awards vest with respect to 1/4^th of the original number of ordinary shares subject thereto on February 22, 2019 and thereafter at a rate of 1/16^th of the original number of shares on a quarterly basis commencing on May 22, 2019 and ending on May 22, 2022.
(14)	RSUs vested with respect to 1/4^th of the original number of shares on an annual basis commencing on April 18, 2018 and ending on April 18, 2021.
(15)	RSUs vested with respect to 1/4^th of the original number of ordinary shares subject thereto on February 22, 2019 and vest thereafter at a rate of 1/16^th of the original number of shares on a quarterly basis commencing on May 22, 2019 and ending on May 22, 2022.
(16)	RSUs vest with respect to 1/3^rd of the original number of shares on an annual basis commencing on June 1, 2020 and ending on June 1, 2022.
(17)	RSUs will vest with respect to 1/4^th of the original number of shares on an annual basis commencing on July 2, 2021 and ending on July 2, 2024.
(18)	Option awards vested with respect to 1/48^th of the original number of ordinary shares subject thereto on July 17, 2014 and vested thereafter at a rate of 1/48^th of the original number of shares on a monthly basis ending on June 1, 2017.
(19)	Option awards vested with respect to 1/48^th of the original number of ordinary shares subject thereto on January 24, 2014 and vested thereafter at a rate of 1/48^th of the original number of shares on a monthly basis ending on December 1, 2017.
(20)	Option awards vested with respect to 1/4^th of the original number of ordinary shares subject thereto on April 18, 2018 and vest thereafter at a rate of 1/16^th of the original number of shares on a quarterly basis commencing on July 18, 2018 and ending on April 18, 2021.

Name	Fees Earned in Cash ($)			RSU Awards ($)			Total ($)
Jeff Dykan		28,623	⁽³⁾		15,000	⁽¹⁾		43,623
Aryeh (Arik) Dan		27,044	⁽⁴⁾		15,000	⁽¹⁾		42,044
Yohanan Engelhardt		42,457	⁽⁵⁾		15,000	⁽¹⁾		57,457
Peter Wehrly(11)		8,080	⁽⁶⁾		—			8,080
Chunlin (Allen) Han(12)		—			—			—
Yasushi Ichiki		22,443	⁽⁷⁾		15,000	⁽¹⁾		37,443
Dr. John William Poduska		46,172	⁽⁸⁾		15,000	⁽¹⁾		61,172
Randel Richner		6,785	⁽⁹⁾		30,000	⁽²⁾		36,785
Wayne B. Weisman		29,584	⁽¹⁰⁾		15,000	⁽¹⁾		44,584

(2)	Amounts represent the aggregate grant date fair value of an award of 27,497 RSUs under the 2014 Plan, computed in accordance with 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. 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 2k and 8c to our consolidated financial statements included in our 2020 Form 10-K.
(3)	Represents $18,578 earned by Mr. Dykan as an annual retainer for serving as our chairman on the Board of Directors, $7,842 for attending meetings of the Board of Directors, $1,520 for serving as a member of the Company’s finance committee and $683 for serving as a member of the Company’s nomination and governance committee. For more information on external directors, see “Opt-Out of Certain Israel Companies Law Requirements” above.

(4)	Represents $18,578 earned by Mr. Dan as an annual retainer for serving as non-executive director on the Board of Directors, $7,023 for attending meetings of the Board of Directors, $760 for serving as a member of the compensation committee and $683 for serving as a member of the Company’s nomination and governance committee. For more information on external directors, see “Opt-Out of Certain Israel Companies Law Requirements” above.
(5)	Represents $24,432 earned by Mr. Engelhardt as an annual retainer for serving as a non-executive director on the Board of Directors, $11,290 for attending meetings of the Board of Directors, $4,396 for serving as the chairman of the audit committee and $2,339 for serving as a member of the Company’s finance committee established for its securities offerings. For more information on external directors, see “Opt-Out of Certain Israel Companies Law Requirements” above.

(6)	Represents $4,879 earned by Mr. Wherly as an annual retainer for serving as a non-executive director on the Board of Directors until March 15, 2020 , $1,970 for attending meetings of the Board of Directors, $1,231 for serving as a member of the audit committee. For more information on external directors, see “Opt-Out of Certain Israel Companies Law Requirements” above.
(7)	Represents $18,578 earned by Mr. Ichiki as an annual retainer for serving as a non-executive director on the Board of Directors and $3,865 for attending meetings of the Board of Directors. For more information on external directors, see “Opt-Out of Certain Israel Companies Law Requirements” above.
(8)	Represents $24,432 earned by Dr. Poduska as an annual retainer for serving as a non-executive director on the Board of Directors, $11,290 for attending meetings of the Board of Directors, $4,396 for serving as a member of the audit committee, $3,715 for serving as the chairman of the compensation committee and $2,339 for serving as a member of the Company’s finance committee established for its securities offerings. For more information on external directors, see “Opt-Out of Certain Israel Companies Law Requirements” above.

Name	Number of Shares
Jeff Dykan		8,712	⁽¹⁾
Aryeh (Arik) Dan		8,712
Yohanan Engelhardt		8,211
Peter Wehrly		0
Chunlin (Allen) Han		0
Yasushi Ichiki		8,712
Dr. John William Poduska		9,213
Randel Richner		27,497
Wayne B. Weisman		8,712	⁽²⁾

(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.

Name	Number of Shares		Percentage of Shares
5%-or-More Beneficial Owners:
Intracoastal Capital, LLC (1)		2,537,243		5.3	%
Named Executive Officers and Directors:
Larry Jasinski(2)		37,729		*
Jeff Dykan(3) (4)		68,396		*
Yohanan Engelhardt(5)		13,960		*
Wayne B. Weisman(3) (6)		74,525		*
Aryeh (Arik) Dan(6)		14,520		*
Yasushi Ichiki(6)		14,520		*
Randel Richner(7)		6,874		*
Dr. John William Poduska(8)		15,020		*
Ofir Koren(9)		5,860		*
Ori Gon(10)		17,539		*
All directors and executive officers as a group (9 persons) (11)		203,080		*

*	Ownership of less than 1%.
(1)	Based on a Schedule 13G/A filed on January 29, 2021, includes, as of December 31, 2020, 2,537,243 ordinary shares, which consisted of (i) 871,840 ordinary shares held by Intracoastal Capital LLC (“Intracoastal”), (ii) 411,523 ordinary shares issuable upon exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), (iii) 600,000 ordinary shares issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”) and (iv) 653,880 ordinary shares issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”). The foregoing excludes (I) 3,900 ordinary shares issuable upon exercise of a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”) because Intracoastal Warrant 4 contains a 4.99% blocker provision, (II) 136,152 ordinary shares issuable upon exercise of a fifth warrant held by Intracoastal (“Intracoastal Warrant 5”) because Intracoastal Warrant 5 contains 4.99% blocker provision, and (III) 166,667 ordinary shares issuable upon exercise of a sixth warrant held by Intracoastal (“Intracoastal Warrant 6”) because Intracoastal Warrant 6 contains a 4.99% blocker provision. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership of 2,843,962 ordinary shares. Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal, have shared voting control and investment discretion over the securities held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership over such shares of Intracoastal. The principal business address of Intracoastal is 245 Palm Trail, Delray Beach, FL 33482.
(2)	Consists of 5,249 ordinary shares, including 419 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 32,480 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, 2,480 ordinary shares beneficially owned by Vitalife Partners (Overseas) L.P., or Vitalife Partners Overseas, 820 ordinary shares beneficially owned by Vitalife Partners (Israel) L.P., or Vitalife Partners Israel, 829 ordinary shares beneficially owned by Vitalife Partners (D.C.M) L.P., or Vitalife Partners DCM, 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 60,003 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 7,891 ordinary shares, including 1,916 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 501 ordinary shares.
(5)	Consists of 13,960 ordinary shares, including 2,737 shares underlying RSUs vesting within 60 days.
(6)	Consists of 14,020 ordinary shares, including 2,737 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 501 ordinary shares.
(7)	Consists of 6,874 ordinary shares.
(8)	Consists of 14,020 ordinary shares, including 2,737 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 1,002 ordinary shares.
(9)	Consists of 2,157 ordinary shares and exercisable options to purchase 3,703 ordinary shares. Mr. Koren stepped down as Vice President, Research & Development and Regulatory, effective January 17, 2021.
(10)	Consists of 12,840 ordinary shares, including 254 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 4,699 ordinary shares.
(11)	Consists of (i) 146,621 ordinary shares directly or beneficially owned by our two executive officers (Mssrs. Jasinki and Gon) and our seven directors other than Mr. Jasinski; (ii) 40,185 ordinary shares constituting the cumulative aggregate number of options granted to the executive officers and directors; and (iii) 16,274 shares underlying RSUs vesting within 60 days. Does not include ordinary shares beneficially owned by Mr. Koren, who stepped down from his role, effective January 17, 2021.

Selling Shareholders	Number of Shares Beneficially Owned Prior to the Offering(26)			Percent(27)			Maximum Number Offered by Selling Shareholder(28)		Number of Shares Beneficially Owned After Completion of Offering(29)		Percent(30)
3i, LP		614,334	(1)		1.33	%		614,334		—		—
Armistice Capital Master Fund Ltd.		3,333,562	(2)		4.99	%		2,866,896		466,666		*
Bigger Capital Fund LP		409,557	(3)		*			409,557		—		—
Boothbay Absolute Return Strategies, LP		203,466	(4)		*			203,466		—		—
Boothbay Diversified Alpha Master Fund LP		103,701	(5)		*			103,701		—		—
BPY Limited		245,733	(6)		*			245,733		—		—
Cavalry Fund I LP		528,531	(7)		1.14	%		136,203		392,328		*
Cavalry Special Ops Fund, LLC		136,203	(8)		*			136,203		—		—
Connective Capital 1 QP LP		60,281	(9)		*			56,754		3,527		—
Connective Capital Emerging Energy QP, LP		111,542	(10)		*			107,070		4,472		—
CVI Investments, Inc., by Heights Capital Management, Inc., its authorized signatory		3,007,950	(11)		4.99	%		3,000,000		7,950		*
District 2 Capital Fund, LP		427,554	(12)		*			409,554		18,000		*
Hamilton Stuart Capital		45,000	(13)		*			45,000		—		—
Hudson Bay Master Fund Ltd.		1,439,448	(14)		3.10	%		1,433,448		6,000		*
Intracoastal Capital, LLC		2,071,304	(15)		4.39	%		1,228,668		842,636		1.59	%
Iroquois Capital Investment Group LLC		130,491	(16)		*			122,868		7,623		*
Iroquois Master Fund Ltd.		316,241	(17)		*			286,689		29,552		*
KBB Asset Management		102,687	(18)		*			102,387		300		—
Lind Global Macro Fund, LP		1,185,443	(19)		2.55	%		1,023,891		161,552		*
Nomis Bay Ltd.		368,601	(20)		*			368,601		—		—
Sabby Volatility Warrant Master Fund, Ltd.		3,879,268	(21)		4.99	%		3,276,450		602,818		1.14	%
Charles Worthman		15,989	(22)		*			6,553		9,436		*
Craig Schwabe		32,116	(23)		*			22,116		10,000		*
Michael Vasinkevich		811,782	(24)		1.73	%		420,205		391,577		*
Noam Rubinstein		814,272	(25)		1.74	%		411,196		403,076		*

(1)	Holds (i) 409,556 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 204,778 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. Maier Tarlow has sole voting and dispositive power over the securities held for the account of this selling shareholder. The selling shareholder’s address is 140 Broadway, 38 Floor, New York, New York 10005.
(2)	Holds (i) 1,911,264 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 1,422,298 ordinary shares, 955,632 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the June 2019 Institutional Warrants. Armistice Capital, LLC (“Armistice LLC”), the investment manager of Armistice Capital Master Fund Ltd. (“Armistice Ltd.”), and Steven Boyd, the managing member of Armistice LLC, hold shared voting and dispositive power over the shares held by Armistice Ltd. The principal business address of Armistice Ltd. is c/o Armistice Capital, LLC 510 Madison Avenue, 7th Floor New York, NY 10022. Armistice LLC and Steven Boyd disclaim beneficial ownership over the securities held by Armistice Ltd., except to the extent of their pecuniary interest therein.
(3)	Holds (i) 273,038 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 136,519 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. Bigger Capital GP, LLC is the general partner of Bigger Capital Fund, LP. Bigger Capital, LLC is the investment manager of Bigger Capital Fund, LP. Mr. Michael Bigger is a managing partner of Bigger Capital GP, LLC and has sole voting and investment power over the Common Shares being offered under this prospectus. Bigger Capital GP, LLC and Mr. Bigger may deemed to beneficially own the Common Shares of the Company beneficially held by Bigger Capital Fund, LP. The principal business address of Bigger Capital Fund, LP is 11434 Glowing Sunset LN, Las Vegas, NV 89135.
(4)	Holds (i) 135,644 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 67,822 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. Boothbay Absolute Return Strategies, LP, a Delaware limited partnership “BBARS”), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (“Boothbay”). Boothbay, in its capacity as the investment manager of BBARS, has the power to vote and the power to direct the disposition of all securities held by BBARS. Ari Glass is the Managing Member of Boothbay. Each of BBARS, Boothbay and Mr. Glass disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein.
(5)	Holds (i) 69,134 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 34,567 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. Boothbay Diversified Alpha Master Fund LP, a Cayman Islands limited partnership (“BBDAMF”), is managed by Boothbay Fund Management, LLC, a Delaware limited liability company (“Boothbay”). Boothbay, in its capacity as the investment manager of BBDAMF, has the power to vote and the power to direct the disposition of all securities held by BBDAMF. Ari Glass is the Managing Member of Boothbay. Each of BBDAMF, Boothbay and Mr. Glass disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein.
(6)	Holds (i) 163,822 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 81,911 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. Peter Poole has voting and dispositive power over the shares held by BPY Limited. The address for BPY Limited is 45 Reid Street, Wessex House, Hamilton, Bermuda HM12.
(7)	Holds (i) 90,802 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 437,729 ordinary shares, 45,401 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the December 2020 Institutional Warrants. Thomas Walsh, General Partner and Chief Information Officer of Calvary Fund I LP, has sole voting control and investment discretion over the securities held by Calvary. As a result, Mr. Walsh may be deemed to have beneficial ownership over such shares of Calvary. The principal business address of Cavalry is 61 Kinderkamack Rd., Woodcliff Lake, NJ 07677.
(8)	Holds (i) 90,802 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 45,401 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. Thomas Walsh, manager of Calvary Special Ops Fund, LLC has sole voting control and investment discretion over the securities held by Calvary. As a result, Mr. Walsh may be deemed to have beneficial ownership over such shares of Calvary. The principal business address of Cavalry is 61 Kinderkamack Rd., Woodcliff Lake, NJ 07677.
(9)	Holds (i) 37,836 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 18,918 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. Robert Romero has voting and dispositive power over the shares listed on behalf of the selling shareholder.
(10)	Holds (i) 71,380 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 35,690 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. Robert Romero has voting and dispositive power over the shares listed on behalf of the selling shareholder.

(11)	Holds (i) 2,000,000 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 1,007,950 ordinary shares, 1,000,000 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the November 2016 Institutional Warrants. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc., has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale of shares pursuant to this prospectus.
(12)	Holds (i) 273,036 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 154,518 ordinary shares, 136,518 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the June 2019 Institutional Warrants. District 2 GP LLC is the general partner of District 2 Capital Fund, LP. District 2 Capital LP is the investment manager of District 2 Capital Fund, LP, and District 2 Holdings LLC is the general partner of District 2 Capital LP. Mr. Michael Bigger is a managing partner of District 2 GP LLC and District 2 Holdings LLC and has sole voting and investment power over the Common Shares being offered under this prospectus. District 2 GP LLC, District 2 Holdings LLC and Mr. Bigger may deemed to beneficially own the Common Shares of the Company beneficially held by District 2 Capital Fund, LP. The principal business address of District 2 Capital Fund, LP is 175 West Carver, Huntington, New York 11743.
(13)	Holds (i) 30,000 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 15,000 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. The address of the selling shareholder is 101 Wigmore Street, 5^th Floor, London, Greater London W1U 1QU.
(14)	Holds (i) 955,632 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 483,816 ordinary shares, 477,816 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the November 2016 Oppenheimer Warrants. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities. The principal business address of Hudson Bay Master Fund Ltd. is 777 Third Ave, 30th Floor, New York, NY 10017.
(15)	Holds (i) 835,626 ordinary shares, 819,112 of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 1,235,678 ordinary shares, 409,556 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the December 2020 Institutional Warrants, July 2020 Institutional Warrants, June 2019 Institutional Warrants, April 2019 Institutional Warrants and November 2016 Oppenheimer Warrants. Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership of the securities reported herein that are held by Intracoastal. The principal business address of Intracoastal is 245 Palm Trail, Delray Beach, FL 33482.
(16)	Holds (i) 81,912 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 48,579 ordinary shares, 40,956 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the July 2020 Institutional Warrants. Richard Abbe is the managing member of Iroquois Capital Investment Group LLC. Mr. Abbe has voting control and investment discretion over securities held by Iroquois Capital Investment Group LLC. As such, Mr. Abbe may be deemed to be the beneficial owner of the securities held by Iroquois Capital Investment Group LLC. The selling shareholder’s address is 125 Park Avenue, 25th Floor, New York, New York 10017.
(17)	Holds (i) 191,126 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 125,115 ordinary shares, 95,563 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the July 2020 Institutional Warrants. Iroquois Capital Management L.L.C. is the investment manager of Iroquois Master Fund, Ltd. Iroquois Capital Management, LLC has voting control and investment discretion over securities held by Iroquois Master Fund. As Managing Members of Iroquois Capital Management, LLC, Richard Abbe and Kimberly Page make voting and investment decisions on behalf of Iroquois Capital Management, LLC in its capacity as investment manager to Iroquois Master Fund Ltd. As a result of the foregoing, Mr. Abbe and Mrs. Page may be deemed to have beneficial ownership of the securities held by Iroquois Capital Management and Iroquois Master Fund. The selling shareholder’s address is 125 Park Avenue, 25th Floor, New York, New York 10017.
(18)	Holds (i) 68,258 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 34,429 ordinary shares, 34,129 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the November 2016 Institutional Warrants. Steven Segal has sole voting and dispositive power over, and may be deemed to beneficially own, the securities of the Company reported herein that are held by KBB Asset Management. The business address of KBB Asset Management is 253 West 73, Apt. 4C, New York, New York 10023.
(19)	Holds (i) 682,594 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 502,849 ordinary shares, 341,297 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the December 2020 Institutional Warrants. Jeff Easton is the managing member of The Lind Partners, LLC which is the manager of Lind Global Macro Fund, LP and has sole voting control and investment discretion over the securities held by Lind Global Macro Fund, LP. Mr. Easton disclaims beneficial ownership over the securities listed except to the extent of his pecuniary interest therein. The principal business address of Lind is 444 Madison Ave, 41st Floor, New York, NY 10022.

(20)	Holds (i) 245,734 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 122,867 ordinary shares, all of which are ordinary shares underlying the February 2021 Institutional Warrants. Peter Poole has voting and dispositive power over the shares held by Nomis Bay Ltd. The address for Nomis Bay Ltd. is 45 Reid Street, Wessex House, Hamilton, Bermuda HM12.
(21)	Holds (i) 2,184,300 ordinary shares, all of which are February 2021 Shares, and (ii) ordinary shares underlying currently exercisable warrants to purchase up to an aggregate of 1,694,968 ordinary shares, 1,092,150 of which are ordinary shares underlying the February 2021 Institutional Warrants and the remainder of which are ordinary shares underlying the June 2019 Institutional Warrants and April 2019 Institutional Warrants. Sabby Management, LLC, the investment manager of Sabby Volatility Warrant Master Fund, Ltd., and Hal Mintz, manager of Sabby Management, LLC, may be deemed to share voting and dispositive power with respect to these securities. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein. The principal business address of Sabby Volatility Warrant Master Fund, Ltd. is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands. The principal business address of Sabby Management, LLC and Hal Mintz is 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 07458.
(22)	Holds other outstanding warrants to purchase 12,796 ordinary shares and February 2021 HCW Warrants to purchase 6,553 ordinary shares issued to the selling shareholder as a representative of H.C. Wainwright. The principal business address is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10128.
(23)	Holds other outstanding warrants to purchase 32,639 ordinary shares and February 2021 HCW Warrants to purchase 22,116 ordinary shares issued to the selling shareholder as a representative of H.C. Wainwright. The principal business address is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10128.
(24)	Holds other outstanding warrants to purchase 821,719 ordinary shares and February 2021 HCW Warrants to purchase 420,205 ordinary shares issued to the selling shareholder as a representative of H.C. Wainwright. The principal business address is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10128.
(25)	Holds (i) 136,520 ordinary shares, all of which are February 2021 Shares (ii) other outstanding warrants to purchase 403,076 ordinary shares; (iii) February 2021 Institutional Warrants to purchase 68,260 ordinary shares and (iv) February 2021 HCW Warrants to purchase 206,416 ordinary shares issued to the selling shareholder as a representative of H.C. Wainwright. The principal business address is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10128.
(26)	Includes all ordinary shares held outright and ordinary shares underlying all warrants, whether or not registered hereby, and whether or not they may be exercised due to beneficial ownership limitations on exercise discussed in footnote 27 below.
(27)	Under the terms of the February 2021 Warrants, a selling shareholder may not exercise Warrants to the extent that such selling shareholder, together with its affiliates, would beneficially own, after such exercise, more than 4.99% or 9.99%, as applicable, of the ordinary shares then outstanding (subject to the right of a selling shareholder with a 4.99% ownership limitation to increase or decrease such beneficial ownership limitation upon notice to us, provided that such limitation cannot exceed 9.99%) and provided that any increase in the beneficial ownership limitation shall not be effective until 61 days after such notice is delivered. Substantially similar beneficial ownership limitations of 4.99% or 9.99% are found in other outstanding warrants held by the selling shareholders.
(28)	Represents the maximum number of ordinary shares that may be offered based on the assumption that all of the outstanding February 2021 Warrants held by the selling shareholder will be exercised for cash, irrespective of limitations on exercise discussed in footnote 27 above.
(29)	Represents the number of ordinary shares that will be beneficially owned, irrespective of limitations on exercise discussed in footnote 27 above, by each selling shareholder after completion of this offering. Each number is based on the assumptions that (i) all of the ordinary shares registered for resale by the registration statement of which this prospectus is a part will be sold (following exercise of the February 2021 Warrants), (ii) no other ordinary shares will be sold (including ordinary shares held outright or underlying other outstanding warrants owned as of February 26, 2021) or acquired by the selling shareholder before completion of this offering and (iii) no exercise or vesting of any other warrants or outstanding convertible securities issued by the Company.
(30)	Each applicable percentage ownership following the offering is based on 52,102,818 shares outstanding as of February 26, 2021, assuming the exercise of all the outstanding February 2021 Warrants and the resale of all February 2021 Shares and ordinary shares underlying the February 2021 Warrants by the selling shareholders in offerings under this prospectus.

SEC registration fee	$	4,870.04
Legal fees and expenses⁽¹⁾		35,000
Accountants’ fees and expenses		40,000
Printing fees		5,000
Miscellaneous		130
TOTAL	$	85,000
(1) Represents estimated fees of the registrant’s Israeli and U.S. securities counsel.

Number		Description
3.1		Third Amended and Restated Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 1, 2019).
4.1		Specimen share certificate (incorporated by reference to Exhibit 4.1 to the Company’s registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014).
4.2		Warrant, dated December 30, 2015, between the Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2016).
4.3		Form of warrant issued in connection with the Company’s follow-on offering in November 2016 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2016).
4.4		Form of common warrant to purchase ordinary shares in November 2018 follow-on offering (incorporated by reference to Exhibit 4.7 to the Company’s registration statement on Form S-1/A (File No. 333-227852), filed with the SEC on November 14, 2018).
4.5		Form of underwriter warrant from November 2018 follow-on offering (incorporated by reference to Exhibit 4.8 to the Company’s registration statement on Form S-1/A (File No. 333-227852), filed with the SEC on November 14, 2018).
4.6		First Amendment to Warrant to Purchase Shares between the Company and Kreos Capital V (Expert Fund) Limited, dated November 20, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the SEC on November 21, 2018).
4.7		Form of placement agent warrant from February 2019 “best efforts” public offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 25, 2019).
4.8		Form of purchaser warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).
4.9		Form of placement agent warrant from April 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on April 5, 2019).
4.10		Registration Rights Agreement, dated May 15, 2018, between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 99.4 to the Schedule 13D filed by Timwell Corporation Limited with the SEC on May 29, 2018).
4.11		Form of private placement warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019).
4.12		Form of placement agent warrant from June 2019 private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019).
4.13		Form of purchaser warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).
4.14		Form of placement agent warrant from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).
4.15		Form of common warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).
4.16		Form of placement agent warrant from February 2020 best efforts offering (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).
4.17		Form of purchaser warrant from July 2020 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2020).
4.18		Form of placement agent warrant from July 2020 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2020).
4.19		Form of purchaser warrant from the December 2020 private placement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).

4.20		Form of placement agent warrant from the December 2020 private placement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).
4.21		Form of purchaser warrant from February 2021 private placement (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).
4.22		Form of placement agent warrant from February 2021 private placement (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).
5.1		Opinion of Goldfarb Seligman & Co.†

10.1		Letter of Agreement, dated July 11, 2013, between the Company and Sanmina Corporation (incorporated by reference to Exhibit 10.1 to the Company's annual report on Form 10-K, filed with the SEC on February 18, 2021).^
10.2		Strategic Alliance Agreement, dated September 24, 2013, between the Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.2 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).
10.3		Confidentiality and Non-Disclosure Agreement, dated September 24, 2013, between the Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.4 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).
10.4		Side Letter, dated September 30, 2013, between the Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.5 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).
10.5		Loan Agreement, dated December 30, 2015, between the Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2016).#
10.6		First Amendment, dated June 9, 2017, to the Loan Agreement, dated December 30, 2015, between ReWalk Robotics, Ltd. and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 3, 2017).#
10.7		Research Collaboration Agreement, dated May 16, 2016, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.7 to the Company's annual report on Form 10-K, filed with the SEC on February 18, 2021).^
10.8		License Agreement, dated May 16, 2016, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.8 to the Company's annual report on Form 10-K, filed with the SEC on February 18, 2021).^
10.9		Form of indemnification agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.11 to the Company’s registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014).**
10.10		2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).**
10.11		2012 Israeli Equity Incentive Sub Plan (incorporated by reference to Exhibit 10.13 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).**
10.12		2012 U.S. Equity Incentive Sub Plan (incorporated by reference to Exhibit 10.14 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).**
10.13		2006 Stock Option Plan (incorporated by reference to Exhibit 10.15 to the Company’s registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).**
10.14		2014 Incentive Compensation Plan, as amended (incorporated by reference to Exhibit 99.1 to the Company’s registration statement on Form S-8 (File No. 333-239258), filed with the SEC on June 18, 2020).**
10.15		Executive Employment Agreement, dated as of January 17, 2011, between the Company and Larry Jasinski (incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

10.16		2014 Incentive Compensation Plan Form of Option Award Agreement for employees and executives (incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**
10.17		2014 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for non-Israeli employees, and executives (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**
10.18		2014 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement for Israeli non-employee directors, employees and executives (incorporated by reference to Exhibit 10.20.1 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).**
10.19		2014 Incentive Compensation Plan Form of Restricted Share Unit Award Agreement between the Company and Jeffrey Dykan, as director (incorporated by reference to Exhibit 10.20.2 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).**
10.20		2014 Incentive Compensation Plan Prior Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**

10.21		2014 Incentive Compensation Plan New Form of Restricted Share Unit Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.22 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).**
10.22		2014 Incentive Compensation Plan Prior Form of Option Award Agreement for Israeli non-employee directors (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017)**
10.23		2014 Incentive Compensation Plan Prior Form of Option Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on February 17, 2017, as amended on April 27, 2017).**
10.24		ReWalk Robotics Ltd. Compensation Policy for Executive Officers and Non-Executive Directors, as amended (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 18, 2020).**
10.25		Equity Distribution Agreement, dated May 10, 2016, between the Company and Piper Jaffray & Co., as Agent (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 10, 2016).
10.26		Amendment No. 1 to Equity Distribution Agreement, dated May 9, 2019, between the Company and Piper Jaffray & Co., as Agent (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on May 9, 2019).
10.27		Employment Agreement, dated as of January 15, 2013, between the Company and Ofir Koren (incorporated by reference to Exhibit 10.26 to the Company’s annual report on Form 10-K filed with the SEC on March 8, 2018).**
10.28		Amendment to Employment Agreement, dated March 1, 2018, between the Company and Ori Gon (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on March 7, 2018).**
10.29		Employment Agreement, dated May 25, 2015, between the Company and Ori Gon (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 7, 2018).**
10.30		Investment Agreement, dated March 6, 2018, by and between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2018).*
10.31		Framework Agreement Regarding a Potential Joint Venture, dated March 6, 2018, between the Company and RealCan Ambrum Healthcare Industry Investment (Shenzhen) Partnership Enterprise (Limited Partnership) (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on March 23, 2018).*
10.32		Amendment No. 1 to Investment Agreement, dated May 15, 2018, between the Company and Timwell Corporation Limited (incorporated by reference to Exhibit 99.3 to the Schedule 13D filed by Timwell Corporation Limited with the SEC on May 29, 2018).
10.33		Amendment No. 1 to the Research Collaboration Agreement, dated May 1, 2017, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2018).*
10.34		Amendment No. 1 to the Exclusive License Agreement and Amendment No. 2 to the Research Collaboration Agreement, dated April 1, 2018, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on June 29, 2018).*
10.35		Waiver, dated September 3, 2018, between the Company and Kreos Capital V (Expert Fund) L.P. (incorporated by reference to Exhibit 10.38 to the Company’s registration statement on Form S-1 (File No. 333-227852), filed with the SEC on October 15, 2018).
10.36		Second Amendment to Loan Agreement between the Company and Kreos Capital V (Expert Fund) Limited, dated November 20, 2018 (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the SEC on November 21, 2018).
10.37		Form of securities purchase agreement from February 2019 “best efforts” public offering (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on February 25, 2019).#

10.38		Form of securities purchase agreement from April 2019 registered direct offering and concurrent private plcaement of warrants (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on April 5, 2019).#
10.39		Form of warrant exercise agreement from June 2019 private placement of warrants (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 11, 2019).
10.40		Form of securities purchase agreement from June 2019 registered direct offering and concurrent private placement of warrants (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 12, 2019).#
10.41		Form of securities purchase agreement from February 2020 best efforts offering (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).^#
10.42		Amendment No. 1 to the Securities Purchase Agreement, dated February 7, 2020, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 10, 2020).
10.43		Form of securities purchase agreement from July 2020 registered direct offering (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on July 6, 2020).^#
10.44		Engagement Letter, dated June 2, 2020, between the Company and H.C. Wainwright & Co., LLC from July 2020 registered direct offering (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on July 6, 2020).^
10.45		Form of securities purchase agreement from December 2020 private placement, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).^#
10.46		Form of registration rights agreement from December 2020 private placement (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).
10.47		Engagement Letter, dated December 2, 2020, by and among the Company and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on December 8, 2020).^
10.48		Amendment No. 3 to the Research Collaboration Agreement, dated April 30, 2020, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.34 to the Company’s Registration Statement on Form S-1 (File No. 333-239733) filed with the SEC on July 7, 2020).^
10.49		Form of securities purchase agreement from February 2021 private placement, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).#
10.50		Form of registration rights agreement from February 2021 private placement, by and among the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on February 26, 2021).
10.51		Amendment No. 1 to Employment Agreement, dated September 23, 2020, between the Company and Larry Jasinski.**†
10.52		Amendment No. 2 to Employment Agreement, dated September 30, 2020, between the Company and Ori Gon.**†
10.53		Amendment No. 1 to Employment Agreement, dated September 30, 2020, between the Company and Ofir Koren.**†
21.1		List of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s registration statement on Form S-1/A (File No. 333-227852), filed with the SEC on November 7, 2018).
23.1		Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global Limited.†
23.2		Consent of Goldfarb Seligman & Co. (included in Exhibit 5.1).†
24.1		Power of Attorney (included in the signature page to the registration statement).†