Lifeward Ltd S-1, filed Feb 11, 2025
Lifeward Ltd. (LFWD)
S-1
2025-02-11
View Original
Added on
October 17, 2026
As
filed with the Securities and Exchange Commission on February 11, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER THE
SECURITIES ACT OF 1933
UNDER THE
SECURITIES ACT OF 1933
(Exact name of registrant as specified in its charter)
|
State
of
|
3842
|
Not
Applicable |
|
(State
or Other Jurisdiction of Incorporation or Organization) |
(Primary
Standard Industrial Classification Code Number) |
(I.R.S.
Employer Identification No.) |
200
Donald Lynch Blvd.
Marlborough, MA 01752
(508) 251-1154
Marlborough, MA 01752
(508) 251-1154
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal
executive
offices)
Larry
Jasinski
Chief
Executive Officer
Lifeward,
Inc.
200 Donald Lynch Blvd.
Marlborough, MA 01752
(508) 251-1154
(Name, address, including zip code, and telephone number, including area code, of agent for service)
200 Donald Lynch Blvd.
Marlborough, MA 01752
(508) 251-1154
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies
of all communications, including communications sent to agent for service, should be sent to:
|
Rachael
M. Bushey, Esq. Jennifer L. Porter, Esq. Goodwin Procter LLP 3025 John F Kennedy Blvd Philadelphia, PA 19104 Tel: (445) 207-7805 |
Aaron
M. Lampert, Adv.
Ephraim
Peter Friedman, Adv. Goldfarb Gross Seligman & Co. Azrieli Center, Round Tower Tel Aviv 6701101, Israel Tel: +972 (3) 607-4444 |
Approximate
date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective as determined
by market conditions.
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933
check the following box. ☒
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
|
Large
accelerated filer |
☐
|
Accelerated
filer |
☐
|
|
|
☒
|
Smaller
reporting company |
|
|
Emerging
growth company |
|
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 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as
the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. The selling shareholders may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and
is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 11,
2025
PRELIMINARY PROSPECTUS
1,927,274 Ordinary Shares
Issuable upon Exercise of Outstanding Warrants
To be sold by Selling Shareholders
Issuable upon Exercise of Outstanding Warrants
To be sold by Selling Shareholders
This prospectus relates to the resale by the selling shareholders named herein, from
time to time, of up to 1,927,274 Ordinary Shares, par value NIS 1.75 per share (the “Ordinary Shares”), issuable upon exercise
of outstanding warrants (the “January 2025 Warrants”). The January 2025 Warrants include warrants to purchase 1,818,183 Ordinary
Shares initially issued by us in a private placement (the “January 2025 Private Placement”), pursuant to the securities purchase
agreement, dated as of January 7, 2025, between us and certain selling shareholders. The January 2025 Warrants also include warrants to
purchase 109,091 Ordinary Shares issued to designees of H.C. Wainwright & Co., LLC as compensation for its services as the Company’s
exclusive placement agent in the January 2025 Private Placement. The January 2025 Private Placement took place concurrently with our registered
direct offering of Ordinary Shares. We are not registering the resale of the January 2025 Warrants sold in the January 2025 Private Placement.
We will not receive any proceeds from the sale of Ordinary Shares by the selling shareholders.
We will, however, receive the proceeds of any January 2025 Warrants exercised for cash in the future, which will total up to approximately
$5.4 million, based on the January 2025 Warrants’ exercise prices. See “Use of Proceeds” in this prospectus.
The selling shareholders may offer and sell the Ordinary Shares from time to time at
varying prices and in a number of different ways as each selling shareholder may determine through public or private transactions or through
other means described under “Plan of Distribution.” Each selling shareholder may also sell shares under Rule 144 under the
Securities Act of 1933, as amended, to the extent available pursuant to the restrictions thereunder, rather than under this prospectus.
The selling shareholders will bear all commissions, discounts and concessions, if any,
attributable to the sale or disposition of the Ordinary Shares. Other than in connection with our indemnification obligations with respect
to the selling shareholders, we will bear only the costs, expenses and fees in connection with the registration of the Ordinary Shares.
We will not be paying any underwriting commissions or discounts in offerings under this prospectus. For more information, see “Plan
of Distribution.”
Our Ordinary Shares are traded on the Nasdaq Capital Market under
the symbol “LFWD.” The last reported sales price of our Ordinary Shares on the Nasdaq Capital Market on February 5, 2025 was
$1.39 per Ordinary Share.
INVESTING IN OUR ORDINARY SHARES INVOLVES
A HIGH DEGREE OF RISK. SEE “RISK FACTORS” IN THIS PROSPECTUS.
None of the Securities and Exchange Commission, the Israel Securities
Authority or any state securities commission has approved or disapproved of these securities being offered by this prospectus, or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2025
TABLE OF CONTENTS
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i
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this prospectus
or any amendment. We have not, and the selling shareholders have not, authorized anyone to provide you with any information or to make
any representations other than those contained in this prospectus. We and the selling shareholders take no responsibility for, and can
provide no assurances as to the reliability of, any other information that others may give you. You should assume that the information
appearing in this prospectus is accurate only as of the date on the cover page, regardless of the time of delivery or any sale of our
securities. Our business, financial condition, results of operations and prospects may have changed since those dates.
For investors outside the United States: We have not done anything that would permit
offerings under this prospectus, or possession or distribution of this prospectus, in any jurisdiction where action for that purpose is
required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves
about, and observe any restrictions relating to, the offering of the Ordinary Shares and the distribution of this prospectus outside of
the United States.
Unless the context clearly indicates otherwise, references in this prospectus to “we,”
“our,” “ours,” “us,” “the Company” and “Lifeward” refer to Lifeward Ltd. and
its subsidiaries.
INDUSTRY AND MARKET DATA
This prospectus includes statistical and other industry and market data that we obtained from industry
publications and research, surveys and studies conducted by third parties. Industry publications and third-party research, surveys and
studies generally indicate that their information has been obtained from sources believed to be reliable, although they do not guarantee
the accuracy or completeness of such information.
1
Risk
Factor Summary
The following is a summary of the principal risks that could
adversely affect our business, operations, and financial results. A more thorough discussion of these and other risks are listed under
the section entitled “Risk Factors.”
| • |
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 |
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our ability to achieve reimbursement from third-party payors or advance Centers for Medicare & Medicaid Services (“CMS”)
coverage for our products; |
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our ability to regain and maintain compliance with the continued requirements of The Nasdaq Capital Market and the risk that our
ordinary shares will be delisted if we fail to regain and maintain compliance with such requirements;. |
| • |
our ability to successfully integrate the operations of AlterG, Inc. into our organization, and realize the anticipated benefits
therefrom; |
| • |
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;. |
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our ability to leverage our sales, marketing and training infrastructure;. |
| • |
our ability to grow our business through acquisitions of businesses, products or technologies, and the failure to manage acquisitions,
or the failure to integrate them with our existing business;. |
| • |
our expectations as to our clinical research program and clinical results;. |
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our ability to obtain certain components of our products from third-party suppliers and our continued access to our product manufacturers;
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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 our ability to
market and sell our products |
| • |
our ability to gain and maintain regulatory approvals and to comply with any post-marketing requests; |
| • |
the risk of a cybersecurity attack or incident relating to our information technology 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; |
| • |
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 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, including the extent to which inflation or global instability may disrupt our business operations or
our financial condition or the financial condition of our customers and suppliers, including the outbreak of war between Israel and Hamas
and the ongoing tension between China and Taiwan. |
2
PROSPECTUS
SUMMARY
Overview
We are a medical device company that designs,
develops, and commercializes life-changing solutions that span the continuum of care in physical rehabilitation and recovery, delivering
proven functional and health benefits in clinical settings as well as in the home and community. Our initial product offerings were the
ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury, or SCI Products. These devices
are robotic exoskeletons that are designed for individuals with paraplegia that use our patented tilt-sensor technology and an onboard
computer and motion sensors to drive motorized legs that power movement. These SCI Products allow individuals with spinal cord injury
(“SCI”) the ability to stand and walk again during everyday activities at home or in the community. In March 2023, we received
510(k) clearance from the U.S. Food and Drug Administration (“FDA”) for the ReWalk Personal Exoskeleton with stair and curb
functionality which adds usage on stairs and curbs to the indication for use for the device in the U.S. The clearance permits U.S. customers
to participate in more walking activities in real-world environments in their daily lives where stairs or curbs may have previously limited
them when using the exoskeleton for its intended, FDA indicated uses. This feature has been available in Europe since initial CE Clearance,
and real-world data from a cohort of 47 European users throughout a period of over seven years and consisting of over 18,000 stair steps
was collected to demonstrate the safety and efficacy of this feature and support the FDA submission. In June 2024, we submitted a 510(k)
premarket notification for ReWalk 7 Personal Exoskeleton device, a next-generation ReWalk model, and such 510(k) is pending FDA review.
We have sought to expand our product offerings
beyond the SCI Products through internal development and distribution agreements, and acquisitions. We have developed our ReStore Exo-Suit
device (the “ReStore”), which we began commercializing in June 2019. The ReStore is a powered, lightweight soft exo-suit intended
for use during the rehabilitation of individuals with lower limb disabilities due to stroke. During the second quarter of 2020, we also
became the exclusive distributor of the MYOLYN MyoCycle FES Pro cycles to U.S. rehabilitation clinics and for the MyoCycle Home cycles
available to US veterans through the Veterans Health Administration (“VHA”) hospitals.
On August 11, 2023, we made our first acquisition
to supplement our internal growth when we acquired AlterG Inc. (“AlterG”), a leading provider of anti-gravity system for use
in physical and neurological rehabilitation. We paid a cash purchase price of approximately $19 million at closing and additional cash
earnouts (initially estimated to be approximately $4 million in the aggregate) may be paid based upon a percentage of AlterG’s year-over-year
revenue growth over the two years following the closing. The AlterG anti-gravity systems use patented, National Aeronautics and Space
Administration-derived Differential Air Pressure (“DAP”) technology to reduce the effects of gravity and allow people to rehabilitate
with finely calibrated support and reduced pain. AlterG anti-gravity systems are utilized in over 4,000 facilities globally in more than
40 countries. We will continue to evaluate other products for distribution or acquisition that can broaden our product offerings further
to help individuals with neurological injury and disability.
We are in the research stage of ReBoot,
a personal soft exo-suit for home and community use by individuals post-stroke, and we are currently evaluating the reimbursement landscape
and the potential clinical impact of this device. This product would be a complementary product to ReStore as it provides active assistance
to the ankle during plantar flexion and dorsiflexion for gait and mobility improvement in the home environment, and it received Breakthrough
Device Designation from the FDA in November 2021. Further investment in the development path of the ReBoot has been temporarily paused
in 2023 pending further determination about the clinical and commercial opportunity of this device.
Our principal markets are primarily in the
United States and Europe with some lesser sales to Asia, the Middle East and South America. We sell our products primarily directly in
the United States, through a combination (depending on the product line) of direct sales and distributors in Germany, Canada, and Australia,
and primarily through distributors in other markets. In our direct markets, we have established relationships with clinics and rehabilitation
centers, professional and college sports teams, and individuals and organizations in the spinal cord injury community, and in markets
where we do not sell direct to customers, our distributors maintain these relationships. We have offices in Marlborough, Massachusetts,
Yokneam, Israel, Berlin, Germany, and Fremont, California from where we operate our business.
3
Corporate Information
We were incorporated in 2001 under the laws of the State of Israel. Our principal executive
offices are located at 200 Donald Lynch Blvd., Marlborough, MA, and our telephone number is (508) 251-1154. Our website address is https://golifeward.com/.
Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus and is not incorporated
by reference herein. We have included our website address in this prospectus solely for informational purposes. We have irrevocably appointed
Lifeward, Inc. (formerly ReWalk Robotics, Inc.) as our agent to receive service of process in any action against us in any United States
federal or state court. The address of Lifeward, Inc. is 200 Donald Lynch Blvd., Marlborough, Massachusetts 01752.
Lifeward®, ReWalk®, ReStore® and Alter G® are our registered trademarks
in Israel and in the United States and Restore™ is our registered trademark in Europe and the United States. Other trademarks and
service marks appearing in this prospectus are the property of their respective holders.
Outstanding Shares and Warrants Issued in the January 2025 Private Placement
The shares offered in this prospectus relate to the resale by selling shareholders of
an aggregate of 1,927,274 Ordinary Shares issuable upon the exercise of January 2025 Warrants, which were issued in the January 2025 Private
Placement, pursuant to a securities purchase agreement between us and the investors party thereto, dated January 7, 2025 (the “January
2025 Purchase Agreement”). The outstanding warrants include:
| • |
warrants to purchase up to 1,818,183 Ordinary Shares at an exercise price of $2.75 (the “January 2025 Institutional Warrants”),
which were issued to institutional investors in the January 2025 Private Placement pursuant to the January 2025 Purchase Agreement and
may be exercised until January 10, 2028, subject to the terms thereof; and |
| • |
warrants to purchase up to 109,091 Ordinary Shares at an exercise price of $3.4375 per share (the “January 2025 HCW Warrants”),
which were issued to designees of H.C. Wainwright & Co., LLC (“H.C. Wainwright”), the placement agent of the January 2025
Private Placement, as compensation for its services, and may be exercised until January 10, 2028, subject to the terms thereof.
|
We refer to the January 2025 Institutional Warrants and the January 2025 HCW Warrants
in this prospectus collectively as the January 2025 Warrants. All of the January 2025 Warrants were issued pursuant to the exemption from
the registration requirements in Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D thereunder. We are filing
the registration statement on Form S-1 to enable the holders of the January 2025 Warrants to resell, free of restrictions on resale, the
underlying Ordinary Shares that are issued upon exercise of such warrants for cash.
4
The Offering
|
Securities offered by the selling shareholders |
1,927,274 Ordinary Shares issuable upon exercise of the outstanding January 2025 Warrants.
|
|
Ordinary Shares outstanding before this offering |
10,626,799 Ordinary Shares, based on the number of shares outstanding as of January 8, 2025.
|
|
Ordinary Shares to be outstanding after this offering |
12,554,073 shares (assuming the exercise of all the outstanding January 2025 Warrants and the resale of
all underlying Ordinary Shares by the selling shareholders in offerings under this prospectus).
|
|
Use of proceeds |
We will not receive any proceeds from the sale of Ordinary Shares by the selling shareholders. We will,
however, receive the proceeds of any Warrants exercised for cash in the future. Such net proceeds will be up to approximately $5.4 million,
based on the January 2025 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.
|
5
Ordinary Shares Outstanding and Other Outstanding
Warrants
The total number of Ordinary Shares we disclose
as outstanding before this offering excludes all 1,927,274 Ordinary Shares underlying the January 2025 Warrants, and the total number
of shares we disclose as outstanding after this offering assumes that the selling shareholders will exercise all such January 2025 Warrants
prior to reselling the Ordinary Shares issued upon such exercises. Additionally, unless otherwise stated in this prospectus, the total
number of Ordinary Shares outstanding both before and after this offering is based on 10,626,799 shares outstanding as of January 8, 2025
and excludes:
| • |
331,816 Ordinary Shares reserved for issuance under our equity incentive plans, of which there were outstanding options to purchase
4,573 Ordinary Shares at a weighted average exercise price of $187.94 per share and 327,243 Ordinary Shares underlying unvested RSUs;
|
| • |
953 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of $52.50 per share,
which were granted on December 31, 2015 and December 28, 2016 to Kreos Capital V (Expert Fund) Limited, and are currently exercisable
(in whole or in part) until the earlier of (i) December 30, 2025 or (ii) an “M&A Transaction,” as defined in the warrant;
|
| • |
4,054 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of $8.75 per share,
which were issued to certain institutional investors in the private placement on February 10, 2020 and may be exercised until February
5, 2025, subject to the terms thereof; |
| • |
15,120 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of $10.94 per share,
which were issued to the representative of the placement agent in the private placement on February 10, 2020 and may be exercised until
February 5, 2025, subject to the terms thereof (the “February 2020 HCW Warrants”); |
| • |
64,099 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of $12.32 per share,
which were issued to certain institutional investors in the private placement on July 6, 2020, and may be exercised until July 2, 2025,
subject to the terms thereof (the “July 2020 Institutional Warrants”); |
| • |
42,326 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of 15.95 per share,
which were issued to the representative of the placement agent in the private placement on July 6, 2020 and may be exercised until July
2, 2025, subject to the terms thereof (the “July 2020 HCW Warrants”); |
| • |
83,821 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of 9.38 per share,
which were issued to certain institutional investors in the private placement on December 8, 2020 and may be exercised until June 8, 2026,
subject to the terms thereof (the “December 2020 Institutional Warrants”); |
| • |
15,543 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of 12.55 per share,
which were issued to the representative of the placement agent in the private placement on December 8, 2020 and may be exercised until
June 8, 2026, subject to the terms thereof (the “December 2020 HCW Warrants”); |
| • |
780,095 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of 25.20 per share,
which were issued to certain institutional investors in the private placement on February 26, 2021 and may be exercised until August 26,
2026, subject to the terms thereof (the “February 2021 Institutional Warrants”); |
| • |
93,612 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of 32.05 per share,
which were issued to the representative of the placement agent in the private placement on February 26, 2021 and may be exercised until
August 26, 2026, subject to the terms thereof (the “February 2021 HCW Warrants”); |
| • |
1,143,821 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of 14.00 per share,
which were issued to certain institutional investors in the private placement on September 27, 2021 and may be exercised until March 29,
2027, subject to the terms thereof (the “September 2021 Institutional Warrants”); and |
| • |
137,257 Ordinary Shares issuable upon the exercise of warrants to purchase Ordinary Shares at an exercise price of 17.81 per share,
which were issued to the representative of the placement agent in the private placement on September 27, 2021 and may be exercised until
September 27, 2026, subject to the terms thereof (the “September 2021 HCW Warrants”). |
6
RISK
FACTORS
An investment in our securities involves
risks. Our business, financial condition or results of operations could be materially and adversely affected by any of these risks. If
any of these risks occur, the value of our Ordinary Shares and our other securities may decline. The risks described below are not the
only ones we face, but those that we consider to be material. Additional risks and uncertainties not presently known to us or that we
currently believe are immaterial could adversely affect our business, financial condition or results of operations, as well as adversely
affect the value of an investment in our securities, and the occurrence of any of these risks might cause you to lose all or part of your
investment.
Risks Related to Our Business and Our Industry
We may fail to realize the benefits expected from our acquisition
of AlterG, which could adversely affect the price of our ordinary shares.
On August 11, 2023, we completed the acquisition of AlterG which
became an indirect and wholly-owned subsidiary of the Company.
The anticipated benefits from our acquisition of AlterG are based
on projections and assumptions about the combined businesses of ReWalk and AlterG, which may not materialize as expected or which may
prove to be inaccurate. The value of our ordinary shares could be adversely affected if we are unable to realize the anticipated benefits
from the acquisition on a timely basis or at all. Achieving the benefits of the acquisition will depend, in part, on our ability to integrate
the business, operations and products of AlterG successfully and efficiently with our business. The process of integrating the operations
of ReWalk and AlterG could encounter unexpected costs and delays, which include: the loss of key personnel; the loss of key customers;
the loss of key suppliers; inability to properly identify, acquire or obtained required regulatory approvals; and unanticipated issues
in integrating sales, marketing and administrative functions. In addition, the acquired AlterG business, products and technologies may
not achieve anticipated revenues and income growth.
Further, the integration of AlterG may involve a number of additional
risks, including diversion of management’s attention away from the rest of the business, which could adversely affect our results
of operations. In addition, our failure to identify or accurately assess the magnitude of certain liabilities we assumed in the acquisition
could result in unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss
of anticipated tax benefits or other adverse effects on our business, operating results or financial condition. If we do not realize the
expected benefits or synergies of the acquisition, such as revenue gains or cost reductions, there could be a material adverse effect
on our business, results of operations, and financial condition.
Global, regional, and local economic weakness
and uncertainty could adversely affect our demand for our products and services and our business and financial performance.
Our business and financial performance depends on worldwide economic
conditions and the demand for our products and services in the markets in which we compete. Ongoing economic weakness, including an economic
slowdown or recession, uncertainty in markets throughout the world and other adverse economic conditions, including inflation, changes
in monetary policy and interest rate fluctuations, have resulted, and may result in the future, in decreased demand for our products and
services and increased expenses and difficulty in managing inventory levels and accurately forecasting revenue, gross margin, cash flows
and expenses. Ongoing U.S. federal government spending limits may continue to reduce demand for our products and services from organizations
that receive funding from the U.S. government and could negatively affect macroeconomic conditions in the United States, which could further
reduce demand for our products and services.
Prolonged or more severe economic weakness and uncertainty could
also cause our expenses to vary materially from our expectations. Any financial turmoil affecting the banking system and financial markets
or any significant financial services institution failures could negatively impact our treasury operations, as the financial condition
of such parties may deteriorate rapidly and without notice. Poor financial performance of asset markets and the adverse effects of fluctuating
currency exchange rates could lead to higher pension and post-retirement benefit expenses. Interest and other expenses could vary materially
from expectations depending on changes in interest rates, borrowing costs, currency exchange rates, costs of hedging activities and the
fair value of derivative instruments. Economic downturns also may lead to future restructuring actions and associated expenses.
We may not have sufficient funds to meet certain
future operating needs or capital requirements, which could impair our efforts to develop and commercialize existing and new products,
and as a result, we may in the future consider one or more capital-raising transactions, including future equity or debt financings, strategic
transactions, or borrowings which may also further dilute our shareholders or place us under restrictive covenants limiting our ability
to operate freely.
We intend to finance our business by close management of our operating
expenses until we reach profitable operation using existing cash on hand, issuances of equity and/or debt securities, and other future
public or private issuances of securities, cash exercised of outstanding warrants, or through a combination of the foregoing, though we
may also consider additional capital raising alternatives, such as entering into a credit facility, if the foregoing alternatives are
not available to us or unavailable on reasonable terms. Although we had a cash and cash equivalents of $10.7 million as of September 30,
2024 , and raised approximately $5.0 in January 2025 through a registered direct offering of our ordinary shares, if we are incorrect
in our assumptions, we may need to raise additional capital sooner than expected or on less favorable terms than what might otherwise
be available. Raising additional capital through one or more of these alternatives may further dilute our shareholders or place us under
restrictive covenants limiting our ability to operate freely.
7
Raising additional capital in the public markets could also entail
certain downsides. Although we are currently eligible to use our Form S-3, we are limited to selling no more than one-third of our unaffiliated
market capitalization, or public float, on Form S-3 in a 12-month period unless our public float rises above $75 million. Additionally,
due to these limitations on our use of Form S-3, we may be required to seek other methods for access to capital, such as a registration
statement on Form S-1. The preparation of a registration statement on Form S-1 is, and has in the past, been more time-consuming and costly
than using Form S-3. We may also conduct fundraising transactions in the form of private placements, potentially with registration rights
or priced at a discount to the market value of our ordinary shares, which could require shareholder approval under the rules of The Nasdaq
Stock Market LLC (“Nasdaq”), or other equity raise transactions such as equity lines of credit. In addition to entailing increased
capital costs, any such transactions have historically resulted in and could result in substantial dilution of our shareholders’
interests and may also transfer control to a new investor or diminish the value of an investment in our ordinary shares.
We may also need to pursue strategic transactions, such as joint
ventures, in-licensing transactions, or the sale of our business, or all, or substantially all, of our assets if our financial stability
is uncertain, and we are unable to raise additional capital effectively. These strategic transactions have in the past and could in the
future require significant management attention, disrupt our business, adversely affect our financial results, be unsuccessful or fail
to achieve the desired results.
Overall, if we cannot raise the required funds, or cannot raise
them on terms acceptable to us or investors, we may be forced to curtail substantially our current operations or cease operations altogether.
We face economic and political risks associated
with doing business in Taiwan, particularly due to the geopolitical tension between Taiwan and China, and in Russia that could negatively
affect our business and hence the value of your investment.
Currently, we rely on third party suppliers in Taiwan
for a portion of the components we use in our AlterG products. Accordingly, our business, financial condition and results of operations
and the market price of our securities may be affected by changes in governmental policies, taxation, growth rate, inflation rate or interest
rates and by social instability and diplomatic and social developments in or affecting Taiwan. In particular, the unique political status
of Taiwan and its internal political movement cause sustained tension between China and Taiwan. Past developments related to the interactions
between China and Taiwan, especially in relation to trade activities such as bans on exports of goods from time to time, have on occasions
depressed the transactions and business operations of certain Taiwanese companies and overall economic environment. We cannot predict
whether there will be escalation of the tensions between China and Taiwan, which would lead to new bans or tariffs on exports or even
conflict. Any conflict which threatens the military, political or economic stability in Taiwan could have a material adverse effect on
our current or future business and financial conditions and results of operations.
In addition, we also sell our AlterG products in Russia. The
current invasion of Ukraine by Russia has escalated tensions among the United States, the North Atlantic Treaty Organization (“NATO”)
and Russia. The United States and other NATO member states, as well as non-member states, have announced new sanctions against Russia
and certain Russian banks, enterprises and individuals. AlterG prior to the acquisition and Lifeward subsequent to the acquisition has
remained in compliance with these sanctions by obtaining export licenses for each shipment to our distributor that serves Russia. These
and any future additional sanctions and any resulting conflict between Russia, the United States and NATO countries could have an adverse
impact on our current operations.
Further, such invasion, ongoing military conflict, resulting
sanctions and related countermeasures by NATO states, the United States and other countries are likely to lead to market disruptions,
including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions for equipment,
which could have an adverse impact on our operations and financial performance.
8
If we fail to meet the requirements for continued
listing on the Nasdaq Capital Market, our ordinary shares could be delisted from trading, which would decrease the liquidity of our ordinary
shares and our ability to raise additional capital.
In the past, we have received deficiency letters from Nasdaq
as a consequence of our failure to satisfy Nasdaq’s continued listing requirements. Although we have been able to regain compliance
with the listing requirements within the manner and time periods prescribed by Nasdaq in the past, there can be no assurance that
we will be able to maintain compliance with the Nasdaq continued listing requirements in the future or regain compliance with respect
to any future deficiencies. If we fail to maintain compliance with the applicable continued listing requirements in the future and Nasdaq
determines to delist our ordinary shares, the delisting could adversely affect the market price and liquidity of our ordinary shares,
reduce our ability to raise additional capital and result in operational challenges and damage to investor relations and market reputation.
Any delisting determination could seriously decrease or eliminate
the value of an investment in our ordinary shares and other securities linked to our ordinary shares. While an alternative listing on
an over-the-counter exchange could maintain some degree of a market in our ordinary shares, we could face substantial material adverse
consequences, including, but not limited to, the following: limited availability for market quotations for our ordinary shares; reduced
liquidity with respect to our ordinary shares; a determination that our ordinary shares are “penny stock” under SEC rules,
subjecting brokers trading our ordinary shares to more stringent rules on disclosure and the class of investors to which the broker may
sell the ordinary shares; limited news and analyst coverage, in part due to the “penny stock” rules; decreased ability to
issue additional securities or obtain additional financing in the future; and potential breaches under or terminations of our agreements
with current or prospective large shareholders, strategic investors and banks. The perception among investors that we are at heightened
risk of delisting could also negatively affect the market price of our securities and trading volume of our ordinary shares.
Our future growth and operating results will
depend on our ability to develop, receive regulatory clearance for and commercialize new products and penetrate new product and geographic
markets.
We are currently engaged in research and development efforts to
address the needs of patients with mobility impairments besides paraplegia, such as stroke, and, in the future, we may engage in efforts
to address these needs in patients with other conditions such as multiple sclerosis, cerebral palsy, Parkinson’s disease and elderly
assistance. In 2019, we commercialized our first product for stroke patients, the ReStore Exo-Suit. While our Collaboration Agreement
with Harvard for the design, research and develop lightweight exoskeleton system technologies for lower limb disabilities intended to
treat stroke, multiple sclerosis, mobility limitations for the elderly and other medical applications successfully concluded on March
31, 2022, Harvard has licensed to us certain of its intellectual property relating to lightweight exoskeleton system technologies for
lower limb disabilities. We are obligated to use commercially reasonable efforts to develop products under the license in accordance with
an agreed-upon development plan and to introduce and market such products commercially.
We expect that a portion of our revenue will be derived, in the
next few years, from the ReStore soft exo-suit product, other new products utilizing DAP, and, in later years, if we choose to advance
the current designs, from other potential new products, such as ReBoot, a home use device for stroke patients, new products aimed at addressing
other medical indications which affect the ability to walk, including multiple sclerosis, cerebral palsy, Parkinson’s disease and
elderly assistance. As such, our future results will depend on our ability to successfully develop and commercialize such new products
and to penetrate our targeted markets with our existing ReStore product in larger scale than we have done to date. We cannot ensure that
we will be able to introduce new products, products currently under development or products contemplated for future development for additional
indications in a timely manner, or at all, as it depends on our available resources to fund such projects, as well as our ability to conduct
clinical trials and testing. While we received governmental clearance to market our ReStore product on the anticipated timetable in 2019,
obtaining clearance for any other products we may develop could be an extensive, costly, and time-consuming process, which could delay
any planned commercialization timelines.
Harvard may terminate its License Agreement with us if we fail
to maintain the requisite insurance or become insolvent. Any such termination of this aspect of the collaboration with Harvard could impair
our research and development efforts into lightweight soft suit exoskeleton system technologies for lower limb disabilities such as the
ReBoot device which is intended to be used at home by people who suffered a stroke. In addition, we may not be able to clinically demonstrate
the medical benefits of our products for new indications. We have limited clinical data demonstrating the benefits of our products and
we might not be able to support the economic benefits our products have for our potential customers. We may also be unable to gain necessary
regulatory clearances or approvals to enable us to market new products for additional indications or the regulatory process may be more
costly and time-consuming than expected, which could adversely impact us given our cash position and ongoing capital requirements.
9
Even if we are successful in the design and development of new
products, our growth and results of operations will depend on our ability to penetrate new markets and gain acceptance and reimbursement
coverage in non-SCI markets such as the stroke rehabilitation market, and, in the longer term, the home use device market for stroke-caused
lower limb disability, multiple sclerosis, elderly assistance and cerebral palsy patients. We may not be able to gain such market acceptance
and coverage for these indications in a timely manner, or at all.
While our new products currently under development will share some
aspects of the core technology platform of our current products, their design features and components may differ from our current products.
Accordingly, these products will also be subject to the risks described in the risk factor immediately below entitled “We rely on
sales of our ReWalk Personal Exoskeletons, ReStore Exo-Suits, and AlterG Anti-Gravity systems and related service contracts and extended
warranties for our revenue. We may not be able to achieve or maintain market acceptance of our ReWalk, ReStore, or AlterG Anti-Gravity
products, or to generate sufficient revenue from these current and future products to sustain our operations.” To the extent we
are unable to successfully develop and commercialize products beyond our existing commercial product portfolio, we will not meet our operating
and financial objectives.
We rely on sales of our ReWalk Personal Exoskeletons,
ReStore Exo-Suits, and AlterG Anti-Gravity systems and related service contracts and extended warranties for our revenue. We may not be
able to achieve or maintain market acceptance of our ReWalk, ReStore, or AlterG Anti-Gravity products or to generate sufficient revenue
from these current and future products to sustain our operations.
We currently rely, and expect in the future to rely, on sales of
our ReWalk Personal Exoskeleton, ReStore Exo-Suit, and AlterG Anti-Gravity systems, and related service contracts and extended warranties
for our revenue. We began marketing the ReStore lightweight soft exo-suit in 2019 in the United States and the E.U. (following the receipt
of FDA and CE mark clearance) to support mobility for individuals suffering from other lower limb disabilities. Several factors could
negatively affect our ability to achieve and maintain market acceptance of our ReWalk, AlterG, or ReStore systems, which could in turn
materially impair our business, financial condition, and operating results, as follows:
| • |
ReWalk. We have sold a limited number of ReWalk systems, and market acceptance and adoption
depend on educating people with limited upright mobility and health care providers as to the distinct features, ease-of-use, positive
lifestyle impact, and other benefits of ReWalk compared to alternative technologies. ReWalk may not be perceived to have sufficient potential
benefits compared with these alternatives. Users may also choose other alternatives due to disadvantages of ReWalk, including the time
it takes for a user to put on the device, the slower pace of ReWalk compared to a wheelchair, the weight of ReWalk when carried, which
makes it more burdensome for a companion to transport than a wheelchair, the required training, and the requirement that users be accompanied
by a trained companion. Also, we believe that healthcare providers tend to be slow to change their medical treatment practices because
of perceived liability risks arising from the use of new products and the uncertainty of third-party reimbursement. Accordingly, healthcare
providers may not recommend ReWalk until there is sufficient support for the device to convince them to alter the treatment methods they
typically recommend, such as expanded reimbursement coverage by payors, and/or recommendations by prominent healthcare providers or other
key opinion leaders in the spinal cord injury community that ReWalk is effective in providing identifiable immediate and long-term health
benefits.
In the United States, many private third-party payors use coverage
decisions and payment amounts determined by CMS as guidelines in setting their coverage and reimbursement policies. In July 2020, CMS
issued a Healthcare Common Procedure Coding System Level II Code for ReWalk Personal Exoskeleton. These codes are used to identify medical
products and supplies and to facilitate insurance claim submissions and processing for these items. On November 1, 2023, CMS issued Calendar
Year 2024 Home Health Prospective Payment System Rule CMS-1780, which explicitly included exoskeletons within a Medicare brace benefit
category. The rule went into effect on January 1, 2024. On April 11, 2024, CMS revised its April 2024 Durable Medical Equipment, Prosthetics,
Orthotics, and Supplies (“DMEPOS”) Fee Schedule to include a final lump-sum Medicare purchase fee schedule amount for personal
exoskeletons (HCPCS code K1007) with an established rate of $91,032. However, even with a positive coverage and reimbursement response
from CMS regarding a product of ours, future action by CMS or other government agencies may diminish possible payments to clinicians,
outpatient centers and/or hospitals that provide training to the patients so that they can operate the ReWalk Personal Exoskeletons satisfactorily
before they take them home, which would discourage access to training sites to prospective users of ReWalk Personal Exoskeletons. Additionally,
any decision by CMS regarding reimbursement could influence other payors, including private insurers. If CMS declines to provide for reimbursements
of our products, or if its reimbursement price is lower than that of other payors, our products may not be reimbursed at a cost-effective
level or at all. Those private third-party payors that do not follow the Medicare guidelines may adopt different coverage and reimbursement
policies for purchase of our products or their use in a hospital or rehabilitative setting. In addition, we expect that the purchase of
ReWalk Rehabilitation Exoskeleton systems and the ReStore system, as it is currently being sold for use in rehabilitative settings, will
require the approval of senior management at hospitals or rehabilitation facilities, inclusion in the hospitals’ or rehabilitation
facilities’ budget process for capital expenditures, and in the case of ReWalk Personal Exoskeleton, fundraising, and financial
planning or assistance. |
10
| • |
ReStore. The ReStore system is designed to provide advantages to stroke rehabilitation clinics
and therapists as compared to other traditional therapies and devices by minimizing setup time, improving patients’ clinical results
during therapy, supplying real-time analytics to optimize session productivity, and generating ongoing data reports to assist with tracking
patient progress Since the ReStore device is currently only indicated for use in the rehabilitative clinical setting, its market reception
will depend heavily on our ability to demonstrate to clinics and therapists the systemic and economic benefits of using the ReStore device,
its clinical advantage when compared to other devices or manual therapy, the functionality of the device for a significant portion of
the patients that they treat and the overall advantages that the device provides to their patients compared to other technologies. Because
the ReStore system is only indicated for use in a clinical setting and we received FDA approval and CE clearance in 2019, close in time
to the start of the COVID-19 pandemic, the overall sales of the system have been lower than originally anticipated, as many healthcare
providers and rehabilitation centers have shifted focus from the clinical setting to at-home therapies and are generally less open for
introduction of new technologies such as the ReStore. |
| • |
AlterG. The AlterG Anti-Gravity system has broad clinical utility for treating a wide variety
of lower extremity conditions where partial displacement of a patient’s weight can enable exercise which facilitates healing and
recovery of improved function. The potential of the AlterG Anti-Gravity systems to achieve greater penetration of the addressable market
of rehabilitation hospitals, clinics, and sports medicine practices will depend upon the continued expansion of conditions for which clinicians
utilize the AlterG and the ability for greater numbers of these facilities to afford the initial capital outlay for these devices. We
are developing and hope to introduce in 2024 a new, lower-cost AlterG system, which we believe will make it more affordable for smaller,
independent rehabilitation clinics. However, there can be no assurance that the introduction of this product can expand the size of the
addressable market or will not reduce the sales of the existing, higher-priced models. |
As a general matter, achieving and maintaining market acceptance
of our current or future products could be negatively impacted by many other factors, including, but not limited to the following: contribution
to death or serious injury or malfunction, results of clinical studies relating to our or similar products; claims that our products,
or any of their components, infringe on patent or other intellectual property rights of third parties; our ability to support financially
and leverage our sales, marketing and training infrastructure, as well as our level of research and development efforts; our ability to
enhance and broaden our research and development efforts and product offerings in response to the evolving demands of people with paraplegia
and lower limb disability and healthcare providers; our estimates regarding our current or future addressable market; perceived risks
associated with the use of our products or similar products or technologies; the introduction of new competitive products or greater acceptance
of competitive products; adverse regulatory or legal actions relating to our products or similar products or technologies; and problems
arising from the outsourcing of our manufacturing capabilities, or our existing manufacturing and supply relationships. Any or all of
these factors could materially and negatively impact our business, financial condition and operating results.
11
The market for medical exoskeletons, including
soft suit devices, remains relatively new and unproven, and important assumptions about the potential market for our current and future
products may be inaccurate.
The market for medical exoskeletons, including lightweight exo-suit
devices, remains relatively new and unproven. Accordingly, it is difficult to predict the future size and rate of growth of the market.
We cannot be certain whether the market will continue to develop or if medical exoskeletons will achieve and sustain a level of market
acceptance and demand sufficient for us to continue to generate revenue and achieve profitability.
We obtained FDA clearance for our ReWalk Personal Exoskeleton
device in June 2014. This clearance permits us to market the device for use by individuals with spinal cord injury at levels T7 to L5
and for use by individuals in rehabilitation institutions with spinal cord injury at levels T4 to T6. We obtained FDA clearance for our
ReStore system in June 2019. This clearance permits us to market the device to be used to assist ambulatory functions in rehabilitation
institutions under supervision of a trained therapist for people with hemiplegia or hemiparesis due to stroke who can ambulate at least
1.5 meters (5 feet) with no more than minimal to moderate levels of assistance.
Future products for those with paraplegia or other mobility impairments
or spinal cord injuries may have the same or other restrictions.
Our business strategy is based, in part, on our estimates of the
number of individuals with physical limitations and disability and considers the occurrence of spinal cord injuries, strokes, lower-extremity
orthopedic injury or surgery, neurological disease, and obesity in our target markets, and the percentage of those groups that would be
able to use our current and future products. Limited sources exist to obtain reliable market data with respect to the number of mobility-impaired
individuals and the incurrence of spinal cord injuries and strokes in our target markets. In addition, there are no third-party reports
or studies regarding what percentage of those with limited mobility and/or spinal cord injuries would be able to use exoskeletons, in
general, or our current or planned future products, in particular. Our assumptions may be inaccurate and may change.
The NSCISC estimates according to its 2023 SCI Data Sheet that
there are 302,000 people in the United States living with SCI, with an annual incidence of approximately 18,000 new cases per year. Based
on information from the 2022 annual report published by the NSCISC, 40% of the total U.S. population of SCI patients suffered injuries
between levels T4 and L5. Four published ReWalk trials with respect to such eligible SCI patients had an aggregate screening acceptance
rate of 50% considering all current FDA limitations, resulting in an estimated 20% of the total population of SCI patients being qualified
candidates for current ReWalk products under its medical labeling criteria. There may be other permanent or short-term factors that affect
the market size such as the ability to participate in the training program, the ability to use the device in the user’s current
home environment as well as available companion support. With regards to our ReStore product for stroke rehabilitation, as the indication
of use is currently in rehabilitation clinics our target market is based on the number of current and future clinics who treat stroke
patients. Although there are thousands of inpatient, outpatient and rehabilitation clinics providing therapy in the U.S. for example,
we currently see that only a limited portion of the clinics have decided to include ReStore in their stroke rehab program. For more information
on our expectations regarding these plans, see “—Our future growth and operating results will depend on our ability to develop,
receive regulatory clearance for and commercialize new products and penetrate new product and geographic markets” below.
We cannot assure you that our estimate regarding our current products
is accurate or that our estimate regarding future products will remain the same. FDA or CE mark clearance for such products, if received
at all, may contain different limitations from the ones the FDA or EU has placed on the devices we currently market for paraplegia. If
our estimates of our current or future addressable market are incorrect, our business may not develop as we expect, and the price of our
securities may suffer.
We may fail to secure or maintain adequate
insurance coverage or reimbursement for our products by third-party payors, which risk may be heightened if insurers find the products
to be investigational or experimental or if new government regulations change existing reimbursement policies. Additionally, such coverage
or reimbursement, even if maintained, may not produce revenue that are high enough to allow us to sell our products profitably.
We expect that in the future a significant source of payment for
ReWalk systems will be private insurance plans and managed care programs, government programs such as the VHA, CMS, workers’ compensation
plans, and other third-party payors.
In December 2015, the VHA issued a national reimbursement policy
for the ReWalk system, which entails the evaluation, training and procurement of ReWalk Personal Exoskeleton systems for all qualifying
veterans across the United States. Additionally, in September 2017, German insurer Barmer signed a confirmation and letter of agreement
regarding the provision of ReWalk systems for all qualifying beneficiaries and the German national social accident insurance provider
DGUV indicated that its member payors will approve the supply of exoskeleton systems for qualifying beneficiaries on a case-by-case basis.
However, no broad uniform policy of coverage and reimbursement for electronic exoskeleton medical technology exists among third-party
payors in the United States, although reimbursement may be achieved on a case-by-case basis. To date, payments for our products, which
are largely for our ReWalk systems, have been made primarily through case-by-case determinations by third-party payors (including several
private insurers in the United States), by self-payors and, to a lesser extent, through the use of funds from insurance and/or accident
settlements.
12
Generally, private insurance companies in the United States do
not cover or provide reimbursement for any medical exoskeleton products for personal use, including ReWalk Personal Exoskeleton, and may
ultimately provide no coverage at all. Additionally, there is limited clinical data related to the ReWalk and ReStore systems, and third-party
payors may consider use of them to be experimental and therefore refuse to cover any or all of them. Additionally, the majority of independent
medical review decisions to date made following the denial of ReWalk coverage have determined that ReWalk is experimental and/or investigational,
citing a lack of clinical data.
As described above, in the United States, many private third-party
payors use coverage decisions and payment amounts determined by CMS as guidelines in setting their coverage and reimbursement policies.
On November 1, 2023, CMS issued Calendar Year 2024 Home Health Prospective Payment System Rule CMS-1780, which explicitly included exoskeletons
within a Medicare brace benefit category, effective January 1, 2024. On April 11, 2024, CMS revised its April 2024 DMEPOS Fee
Schedule to include a final lump-sum Medicare purchase fee schedule amount for personal exoskeletons (HCPCS code K1007) with an established
rate of $91,032. The final payment determination was made by CMS by applying a “gap filling” process, which was
used in light of CMS determining that the code describing the technology has no fee schedule pricing history and that lower extremity
exoskeletons incorporate “revolutionary features” that cannot be described by or considered comparable to any other existing
code or combination of codes. As part of gap-filling, CMS utilizes verifiable supplier or commercial pricing information and adjusts this
pricing information according to a deflation and update factor methodology. In applying this formula to the K1007 code describing the
ReWalk Personal Exoskeleton, CMS says that it calculated this final payment amount by averaging pricing information for exoskeleton devices
from Lifeward and other manufacturers.
However, even with a positive coverage and reimbursement response
from CMS regarding a product of ours, future action by CMS or other government agencies may diminish possible payments to physicians,
outpatient centers and/or hospitals that purchase our products for use by their patients and possible payments to individuals who purchase
the ReWalk Personal Exoskeleton for their own use. Additionally, a decision by CMS to provide reimbursement could influence other payors,
including private insurers. If CMS declines to provide for reimbursements of our products or if its reimbursement price is lower than
that of other payors, our products may not be reimbursed at a cost-effective level or at all. Those private third-party payors that do
not follow the Medicare guidelines may adopt different coverage and reimbursement policies for purchase of our products or their use in
a hospital or rehabilitative setting. In addition, we expect that the purchase of ReWalk Rehabilitation Exoskeleton systems and the ReStore
system, as it is currently being sold for use in rehabilitative settings, will require the approval of senior management at hospitals
or rehabilitation facilities, inclusion in the hospitals’ or rehabilitation facilities’ budget process for capital expenditures,
and in the case of ReWalk Personal Exoskeleton, fundraising, and financial planning or assistance.
Third-party payors are developing increasingly sophisticated methods
of controlling healthcare costs. These cost control methods include prospective payment systems, capitated rates, benefit redesigns and
an exploration of other cost-effective methods of delivering healthcare. These cost control methods potentially limit the amount that
healthcare providers may be willing to pay for electronic exoskeleton medical technology if they provide coverage at all. We may be unable
to sell our products on a profitable basis if third-party payors deny coverage or provide insufficient levels of reimbursement.
Future legislation could result in modifications to the existing
public and private health care insurance systems that would have a material adverse effect on the reimbursement policies discussed above.
If enacted and implemented, any measures to restrict health care spending could result in decreased revenue from our products and decrease
potential returns from our research and development initiatives.
13
Defects in our products or the software that
drives them could adversely affect the results of our operations.
The design, manufacture and marketing of our products involve certain
inherent risks. Manufacturing or design defects, unanticipated use of ReWalk, ReStore, or AlterG, or inadequate disclosure of risks relating
to the use of our products can lead to injury or other adverse events. In addition, because the manufacturing of some of our products
is outsourced to Sanmina, the original equipment manufacturer of such products, we may not be aware of manufacturing defects that could
occur. Such adverse events could lead to recalls or safety alerts relating to those products (either voluntary or required by the FDA
or similar governmental authorities in other countries), and could result, in certain cases, in the removal of our products from the market.
A recall could result in significant costs. To the extent any manufacturing defect occurs, our agreement with Sanmina contains a limitation
on Sanmina’s liability, and therefore we could be required to incur the majority of related costs. Product defects or recalls could
also result in our inability to profitably grow our business due to parts shortages, increased field service demand, and inventory shortages,
and the resulting negative publicity, customer dissatisfaction, damage to our reputation or, in some circumstances, delays in new product
clearances or approvals.
When an exoskeleton is used by a paralyzed individual to walk,
the individual relies completely on the exoskeleton to hold him or her upright. Between 2013 and 2021, we submitted medical device reports
(“MDRs”) to the FDA (and equivalent authorities outside of the United States) relating to reports of falls and fractures of
individuals using the ReWalk Personal Exoskeleton system. We conducted a voluntary correction related to certain use instructions in the
device’s labeling, which the FDA classified as a Class II recall. The recall was closed in November 2019, and the FDA cleared our
510(k) containing revised instructions for use in May 2020. Since that time, we have submitted no further MDRs.
In addition, our products incorporate sophisticated computer software
and hardware. Complex software frequently contains errors, especially when first introduced. Our software may experience errors or performance
problems in the future. If any part of our product’s hardware or software were to fail, the user could experience death or serious
injury. For example, in 2021 ReWalk submitted medical device reports to the FDA and medical device vigilance reports to the European regulatory
authorities and initiated a correction in response to two complaints regarding battery thermal runaway events. The correction that includes
clarification of previous instructions and additional information on battery operation and storage is closed in Europe and in the United
States. ReWalk has separately initiated a design project to improve power management and battery operation during charge and discharge,
and this project remains in process. Additionally, users may not use or maintain our products in accordance with safety, storage, and
training protocols, which could enhance the risk of death or injury. Any such occurrence could cause delay in market acceptance of our
products, damage to our reputation, the need for additional regulatory filings, product recalls, increased service and warranty costs,
product liability claims, and loss of revenue relating to hardware or software defects.
The medical device industry has historically been subject to extensive
litigation over product liability claims. We have been and anticipate that as part of our ordinary course of business we may be subject
to product liability claims alleging defects in the design, manufacture, or labeling of any of our products which has resulted in an injury
or death. A product liability claim, regardless of its merit or eventual outcome, could result in significant legal defense costs and
high punitive damage payments. Although we maintain product liability insurance, the coverage is subject to deductibles and limitations,
and may not be adequate to cover future claims. Additionally, we may be unable to maintain our existing product liability insurance in
the future at satisfactory rates or adequate amounts. Any alleged defect that has resulted in an adverse event involving our products
could result in future voluntary corrective actions, such as recalls or customer letters, or in an FDA enforcement action, such as a mandatory
recall, notification to healthcare professionals and users, warning letter, seizure, injunction or import alert. In addition, failure
to report such adverse events to appropriate government authorities on a timely basis, or at all, could result in enforcement action against
us. Any action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require financial resources and distract
management, and may harm our reputation and financial results.
If we are unable to leverage our sales, marketing,
and training infrastructure we may fail to increase our sales.
A key element of our long-term business strategy is the continued
leveraging of our sales, marketing, training, and reimbursement infrastructure, through the training, retention, and motivation of skilled
sales and marketing representatives and reimbursement personnel with industry experience and knowledge. Our ability to derive revenue
from sales of our products depends largely on our ability to market the products and obtain reimbursements for them. In order to continue
growing our business efficiently, we must therefore coordinate the development of our sales, marketing, training and reimbursement infrastructure
with the timing of regulatory approvals, decisions regarding reimbursements, limited resources consideration and other factors in various
geographies. Managing and maintaining our sales and marketing infrastructure is expensive and time consuming, and an inability to leverage
such an organization effectively, or in coordination with regulatory or other developments, could inhibit potential sales and the penetration
and adoption of our products into both existing and new markets. However, certain decisions we make regarding staffing in these areas
in our efforts to maintain an adequate spending level could have unintended negative effects on our revenue, such as by weakening our
sales infrastructure, impairing our reimbursement efforts and/or harming the quality of our customer service.
14
Additionally, we expect to face significant challenges as we manage
and continue to improve our sales and marketing infrastructure and work to retain the individuals who make up those networks. Newly hired
sales representatives require training and take time to achieve full productivity. If we fail to train new hires adequately, or if we
experience high turnover in our sales force in the future, we cannot be certain that new hires will become as productive as may be necessary
to maintain or increase our sales. Likewise, following our acquisition of AlterG in August 2023 and in connection with integrating AlterG
with ReWalk, each set of sales representatives had to learn how to sell new products and services In addition, if we are not able to retain
existing and recruit new trainers to our clinical staff, we may not be able to successfully train customers on the use of ReWalk, ReStore,
or AlterG systems which could inhibit new sales and harm our reputation. If we are unable to expand our sales, marketing, and training
capabilities, we may not be able to effectively commercialize our products, or enhance the strength of our brand, which could have a material
adverse effect on our operating results.
The potential health benefits of our ReWalk
products have not been substantiated by long-term clinical data, which could limit sales of such products.
Although published research and users of our ReWalk products have
reported the potential secondary health benefits of our ReWalk products such as a reduction in pain and spasticity, improved bowel and
urinary tract functions and emotional and psychosocial benefits, among others, currently there is no large scale, randomized clinical
trial establishing the secondary health benefits of ReWalk products due to the relatively small size of the applicable user population.
There is also a lack of randomized clinical data for such health benefits of the ReStore-specifically its long-term benefits following
the usage of the product within the clinic as the trials conducted to date using this product are limited.
As a result, potential customers and healthcare providers may be
slower to adopt or recommend ReWalk products or ReStore and third-party payors may not be willing to provide coverage or reimbursement
for our products. In addition, future studies or clinical experience may indicate that treatment with our current or future products is
not superior to treatment with alternative products or therapies. Such results could slow the adoption of our products and significantly
reduce our sales.
We depend on third-party suppliers to manufacture
our ReWalk and Lifeward products, respectively, and we rely on a limited number of third-party suppliers for certain components of our
products.
We have contracted with Sanmina and Cirtronics, each a well-established contract manufacturer
with expertise in the medical device industry, for the manufacture of all our ReWalk and ReStore systems and our AlterG products, respectively,
and the sourcing of all of our components and raw materials for those products. We may terminate our relationship with each of Sanmina
and Cirtronics at any time upon written notice. In addition, either we, on the one hand, or Sanmina or Cirtronics, on the other hand,
may terminate the respective relationship in the event of a material breach, subject to a 30-day cure period. For our business strategy
to be successful, each of Sanmina and Cirtronics must be able to manufacture our products in sufficient quantities, in compliance with
regulatory requirements and quality control standards, in accordance with agreed upon specifications, at acceptable costs and quality
levels, and on a timely basis. Increases in our product sales, whether forecasted or unanticipated, could strain the ability of Sanmina
or Cirtronics to manufacture an increasingly large supply of our current or future products in a manner that meets these various requirements.
In addition, although we are not restricted from engaging an alternative manufacturer, and potentially have the capabilities to manufacture
our products in-house, the process of moving our manufacturing activities would be time consuming and costly, and may limit our ability
to meet our sales commitments, which could harm our reputation and could have a material adverse effect on our business. Moreover, the
failure of either of Sanmina or Cirtronics to comply with applicable regulatory requirements could expose us to regulatory action including
warning letters, product recalls, termination of distribution, product seizures or civil penalties.
15
We also rely on third-party suppliers, many of which contract directly with Sanmina
and Cirtronics, to supply certain components of our products, and in some cases, we purchase these components ourselves. None of Lifeward,
Sanmina or Cirtronics has long-term supply agreements with most of the suppliers and, in many cases, make purchases on a purchase order
basis and our ability to secure adequate quantities of such products may be limited. Suppliers may encounter problems that limit their
ability to manufacture components for our products, including financial difficulties or damage to their manufacturing equipment or facilities.
If Lifeward, Sanmina or Cirtronics fails to obtain sufficient quantities of high-quality components to meet demand on a timely basis,
we could lose customer orders, our reputation may be harmed, and our business could suffer.
Our results of operations and liquidity could be adversely impacted by supply chain
disruptions and operational challenges faced by our manufacturer or suppliers. Each of Sanmina and Cirtronics generally uses a small number
of suppliers for the ReWalk and ReStore products and the AlterG products, respectively. Depending on a limited number of suppliers exposes
us to risks, including limited control over pricing, availability, quality, and delivery schedules. Such risks were heightened in light
of the interruptions in supply chains and distribution networks related to the COVID-19 pandemic. For example, as a result of the COVID-19
pandemic, several components, mainly electronic parts, experienced price increases. If any one or more of our suppliers ceases to provide
sufficient quantities of components in a timely manner or on acceptable terms, we or Sanmina would have to seek alternative sources of
supply or accept price increase as we saw during the pandemic. It may be difficult to engage additional or replacement suppliers in a
timely manner. Failure of these suppliers to deliver products at the level our business requires would limit our ability to meet our sales
commitments, which could harm our reputation and could have a material adverse effect on our business. We or Sanmina also may have difficulty
obtaining similar components from other acceptable suppliers, which could require Sanmina or us to cease using the components, seek alternative
components or technologies and we could be forced to modify our products to incorporate alternative components or technologies, which
could result in a requirement to seek additional regulatory clearances or approvals. Any disruption of this nature or increased expenses
could harm our commercialization efforts and adversely affect our operating results.
Sanmina’s manufacturing and assembly of our ReWalk and Restore products pursuant
to our specifications is conducted at a single facility in Ma’alot, Israel. Accordingly, we are highly dependent on the uninterrupted
and efficient operation of this facility. If operations at this facility were to be disrupted as a result of acts of war or terrorism,
equipment failures, earthquakes and other natural disasters, fires, accidents, work stoppages, power outages, or other reasons such as
a local shutdown as we experienced during the COVID-19 pandemic, our business, financial condition and results of operations could be
materially adversely affected. In particular, this facility is located in the north of Israel within range of rockets that have from time
to time been fired into the country during armed conflicts with Hezbollah and other armed groups in Lebanon, Syria or other countries
in the region. For more information, see the risk factor below entitled “Risks Related to Our Incorporation and Location in Israel
- Conditions in Israel, including Israel’s war against Hamas and other terrorist organizations in the Gaza Strip and a potential
escalation of the conflict on Israel’s northern border, may materially and adversely affect our business and results of operations.”
Although our manufacturing and assembly operations could be transferred elsewhere, either in-house or to an alternative Sanmina facility,
the process of relocating these operations would cause delays in production. Lost sales or increased costs that we may experience during
the disruption, or a forced relocation, of operations may not be recoverable under our insurance policies, and longer-term business disruptions
could result in a loss of customers. If this were to occur, our business, financial condition and operations could be materially negatively
impacted. Additionally, our reliance on Sanmina as a contract manufacturer or any other contract manufacturer makes us vulnerable to possible
capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields and costs.
We operate in a competitive industry that is
subject to rapid technological change, and we expect competition to increase.
There are several other companies developing technology and devices
that compete with our products. Our principal competitors in the medical exoskeleton market consist of Ekso Bionics, Rex Bionics, Cyberdyne,
FREE Bionics, Wandercraft, and others. These companies have products currently available for institutional use and in some cases personal
use. We expect some of such products to become available for personal use in the next few years, especially as we continue to expand coverage
by different payors and geographies. In addition, we compete with alternative devices and alternative therapies, including treadmill-based
gait therapies, such as those offered by DIH (formerly known as Hocoma), Boost, Aretech, BTL, Reha Technology, and Bioness, which is a
unit of Bioventus. Our competitor base may change or expand as we continue to develop and commercialize our soft suit exoskeleton product
in the future. These or other medical device or robotics companies, academic and research institutions, or others, may develop new technologies
or therapies that provide a superior walking and usage experience, are more effective in treating the secondary medical conditions that
we target or are less expensive than ReWalk, ReStore, AlterG, or future products. Our technologies and products could be rendered obsolete
by such developments. We may also compete with other treatments and technologies that address the secondary medical conditions that our
products seek to mitigate.
16
Our competitors may respond more quickly to new or emerging technologies,
undertake more extensive marketing campaigns, have greater financial, marketing, and other resources than we do or may be more successful
in attracting potential customers, employees, and strategic partners. In addition, potential customers, such as hospitals and rehabilitation
centers, could have long-standing or contractual relationships with competitors or other medical device companies. Potential customers
may be reluctant to adopt ReWalk, ReStore, or AlterG, particularly if it competes with or has the potential to compete with or diminish
the need/utilization of products or treatments supported through these existing relationships. If we are not able to compete effectively,
our business and results of operations will be negatively impacted.
In addition, because we operate in a new market, the actions of
our competitors could adversely affect our business. Adverse events such as product defects or legal claims with respect to competing
or similar products could cause reputational harm to the exoskeleton market on the whole. Further, adverse regulatory findings or reimbursement-related
decisions with respect to other exoskeleton products could negatively impact the entire market and, accordingly, our business.
We utilize independent distributors for the
ReWalk and ReStore products who are free to market other products that compete with ours.
While we expect that the percentage of our sales generated from
independent distributors will decrease over time as we continue to focus our resources on achieving reimbursement within our direct markets
in the United States and Europe, we believe that independent distributors of the ReWalk or ReStore products will continue to be an important
distribution channel for us in the future. None of our independent distributors has been required to sell our products exclusively. Our
agreements with these distributors generally have one-year initial terms and automatic renewals for an additional year. If any of our
key independent distributors of the ReWalk or ReStore products were to cease to distribute our products, our sales could be adversely
affected. In such a situation, we may need to seek alternative independent distributors or increase our reliance on our other independent
distributors or our direct sales representatives, which may not prevent our sales from being adversely affected. Additionally, to the
extent that we enter into additional arrangements with independent distributors to perform sales, marketing, or distribution services,
the terms of the arrangements could cause our product margins to be lower than if we directly marketed and sold our products.
We may receive a significant number of warranty
claims or our ReWalk, ReStore, or AlterG systems may require significant amounts of service after sale.
Sales of ReWalk generally include a five-year warranty for parts
and services, other than for normal wear and tear. Some of our active devices were delivered prior to 2019 with a two-year warranty so
we provide these customers with the option to purchase an extended warranty for up to an additional three years. Our ReStore product offering
includes a two-year warranty for parts and services. The AlterG Anti-Gravity systems are sold with a one-year factory warranty covering
parts and services. If product returns or warranty claims are significant or exceed our expectations, we could incur unanticipated expenditures
for parts and services, which could have a material adverse effect on our operating results.
17
We may not be able to enhance our exoskeleton product offerings
through our research and development efforts.
In order to increase our sales and our market share in the exoskeleton
market, we are working to enhance and broaden our research and development efforts and product offerings in response to the evolving demands
of people with paraplegia, paralysis, other medical conditions and healthcare providers, as well as competitive technologies. We are also
currently involved in ongoing research and development efforts directed to the needs of patients with other mobility impairments, such
as stroke, and began commercializing our ReStore product for stroke patients in 2019. Depending on our future resources and business focus,
we plan to address these needs in patients with other conditions or devices for stroke patients to be used at home, improving our current
products, or developing products to address additional medical conditions such as multiple sclerosis, Parkinson’s disease or cerebral
palsy and support elderly assistance. We may decide to invest our business development resources in partnerships, licensing agreements,
business acquisition and other ways that will provide us new product offerings without significant research and development activities.
We may not be successful in developing, obtaining regulatory approval for, or marketing our currently proposed products, or our approved
products for additional indications, products proposed to be created in the future or products that will be available for us through business
acquisitions. In addition, notwithstanding our market research efforts, our future products may not be accepted by consumers, their caregivers,
healthcare providers or third-party payors who reimburse consumers for our products. The success of any proposed product offerings will
depend on numerous factors, including our ability to:
| • |
identify the product features that people with paraplegia or paralysis, their caregivers, and healthcare providers are seeking in
a medical device that restores upright mobility and successfully incorporate those features into our products; |
| • |
identify the product features that people with stroke, multiple sclerosis or other similar indications require while the products
are used at home as well as what items are valuable to the clinics that provide them rehabilitation; |
| • |
develop and introduce proposed products in sufficient quantities and in a timely manner; |
| • |
adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third-parties; |
| • |
demonstrate the safety, efficacy, and health benefits of proposed products; and |
| • |
obtain the necessary regulatory clearances and approvals for proposed products. |
If we fail to generate demand by developing products that incorporate
features desired by consumers, their caregivers or healthcare providers, or if we do not obtain regulatory clearance or approval for proposed
products in time to meet market demand, we may fail to generate sales sufficient to achieve or maintain profitability. We have in the
past experienced, and we may in the future experience, delays in various phases of product development, including during research and
development, manufacturing, limited release testing, marketing, and customer education efforts. Such delays could cause customers to delay
or forgo purchases of our products, or to purchase our competitors’ products. Even if we are able to successfully develop proposed
products when anticipated, these products may not produce sales in excess of the costs of development, and they may be quickly rendered
obsolete by changing consumer preferences or the introduction by our competitors of products embodying new technologies or features.
We may enter into collaborations, in-licensing
arrangements, joint ventures, strategic alliances, business acquisitions or partnerships with third parties that may not result in the
development of commercially viable products or the generation of significant future revenue.
In the ordinary course of our business, we may enter into collaborations,
in-licensing arrangements, joint ventures, strategic alliances, business acquisitions, partnerships or other arrangements to develop our
products and to pursue new geographic or product markets. Proposing, negotiating, and implementing collaborations, in-licensing arrangements,
joint ventures, strategic alliances, or partnerships may be a lengthy and complex process. Other companies, including those with substantially
greater financial, marketing, sales, technology or other business resources, may compete with us for these opportunities or arrangements.
We may not identify, secure, or complete any such transactions or arrangements in a timely manner, on a cost-effective basis, on acceptable
terms or at all. We have limited institutional knowledge and experience with respect to these business development activities, and we
may also not realize the anticipated benefits of any such transaction or arrangement. In particular, these collaborations may not result
in the development of products that achieve commercial success or result in significant revenue and could be terminated prior to developing
any products. For example, we have entered into agreements with MediTouch and MYOLYN for the distribution of their products in the U.S.
After several years of commercial collaboration, we determined that the agreement with MediTouch would not yield commercially acceptable
results for us and we terminated the agreement as of January 31, 2023. Similarly, the distribution arrangement with MYOLYN or other new
future arrangements may not be as productive or successful as we hope.
18
On May 16, 2016, we entered into the Collaboration Agreement and
License Agreement with Harvard. Pursuant to the Collaboration Agreement, we have agreed to collaborate with Harvard for the research,
design, development, and commercialization of lightweight exoskeleton system technologies for lower limb disabilities, aimed to treat
stroke, multiple sclerosis, mobility limitations for the elderly and other medical applications. The Collaboration Agreement concluded
on March 31, 2022. The License Agreement will continue in full force and effect until the expiration of the last-to-expire valid claim
of the licensed patents.
Additionally, as we pursue these arrangements and choose to pursue
other collaborations, in-licensing arrangements, joint ventures, strategic alliances, or partnerships in the future, we may not be in
a position to exercise sole decision-making authority regarding the transaction or arrangement. This could create the potential risk of
creating impasses on decisions, and our collaborators may have economic or business interests or goals that are, or that may become, inconsistent
with our business interests or goals. It is possible that conflicts may arise with our collaborators. Our collaborators or any future
collaborators may act in their self-interest, which may be adverse to our best interest, and they may breach their obligations to us.
Disputes between us and our collaborators or any future collaborators may result in litigation or arbitration which would increase our
expenses and divert the attention of our management. Further, these transactions and arrangements are contractual in nature and may be
terminated or dissolved under the terms of the applicable agreements. Our collaborators or any future collaborators may allege that we
have breached our agreement with them, and accordingly seek to terminate such agreement, which could adversely affect our competitive
business position and harm our business prospects.
We may seek to grow our business through acquisitions
of businesses, products or technologies, and the failure to manage acquisitions, or the failure to integrate them with our existing business,
could have a material adverse effect on our business, financial condition, and operating results.
From time to time, we may consider opportunities to acquire or
license other products or technologies that may enhance our product platform or technology, expand the breadth of our markets or customer
base, or advance our business strategies. For example, on August 11, 2023, we completed the acquisition of AlterG, and AlterG became an
indirect and wholly-owned subsidiary of the Company. Potential acquisitions involve numerous risks, including:
| ● |
problems assimilating the acquired products or technologies; |
| ● |
issues maintaining uniform standards, procedures, controls and policies; |
| ● |
problems integrating employees from an acquired organization into our company and integrating each company’s accounting, management
information, human resources and other administrative systems; |
| ● |
unanticipated costs associated with acquisitions; |
| ● |
diversion of management’s attention from our existing business operations; |
| ● |
potential incurrence of debt, contingent liabilities or amortization expenses, or write-offs of goodwill; |
| ● |
risks associated with entering new markets in which we have limited or no experience; and |
| ● |
increased legal and accounting costs relating to the acquisitions or compliance with regulatory matters. |
We have no current commitments with respect to any acquisition
or licensing. We do not know if we will be able to identify such acquisitions or licensing we deem suitable, whether we will be able to
successfully complete any such transactions on favorable terms, or at all, or whether we will be able to successfully integrate any acquired
products or technologies. Our potential inability to integrate any acquired products or technologies effectively may adversely affect
our business, operating results, and financial condition. For more information, see the risk factor above entitled “Risks Related
to Our Business and Our Industry – We may fail to realize the benefits expected from our acquisition of AlterG, which could adversely
affect the price of our ordinary shares.”
19
Risks Related to Government Regulation
Although the FDA granted Breakthrough Device
Designation status to our ReBoot device, this designation does not guarantee regulatory clearance, or a speedier clearance timeline.
In November 2021, the FDA granted Breakthrough Device Designation
status to ReBoot, a personal soft exo-suit for home and community use by individuals post-stroke. In May 2021, the FDA granted Breakthrough
Device Designation status to the ReWalk with stair functionality.
However, achieving Breakthrough Device Designation status does
not guarantee regulatory clearance or approval or a speedier clearance or approval timeline. We have not yet submitted a premarket submission
to the FDA or any foreign regulatory agency for clearance or other marketing authorization of ReBoot.
U.S. healthcare reform measures and other potential
legislative initiatives could adversely affect our business.
Recent political changes in the United States could result in significant
changes in, and uncertainty with respect to, legislation, regulation, global trade, and government policy that could substantially impact
our business and the medical device industry generally. Certain proposals, if enacted into law, could impose limitations on the prices
we will be able to charge for our ReWalk system or any products we may develop and offer in the future, or the amounts of reimbursement
available for such products from governmental agencies or third-party payors. Additionally, any reduction in reimbursement from Medicare
or other government-funded federal programs, including the VHA, or state healthcare programs could lead to a similar reduction in payments
from private commercial payors. The FDA’s policies may also change, and additional government regulations may be issued that could
prevent, limit, or delay regulatory approval of our future products, or impose more stringent product labeling and post-marketing testing
and other requirements.
We expect that changes or additions to the ACA or the Medicare
and Medicaid programs, changes allowing the federal government to directly negotiate drug prices and changes stemming from other healthcare
reform measures, especially with regard to healthcare access, financing or other legislation in individual states, could have a material
adverse effect on the healthcare industry.
Other legislative changes have been proposed and adopted since
passage of the ACA. The Budget Control Act of 2011, among other things, created the Joint Select Committee on Deficit Reduction to recommend
proposals in spending reductions to Congress. The Joint Select Committee did not achieve its targeted deficit reduction of an amount greater
than $1.2 trillion for the fiscal years 2012 through 2021, triggering the legislation’s automatic reductions to several government
programs. These reductions included aggregate reductions to Medicare payments to healthcare providers of up to 2% per fiscal year. This
2% reduction was temporarily suspended during the pandemic, but has since been reinstated and, unless Congress and/or the Administration
take additional action, will begin to increase gradually starting in April 2030, reaching 4% in April 2031, until sequestration ends in
October 2031. On January 2, 2013, the American Taxpayer Relief Act was signed into law, which, among other things, reduced Medicare payments
to several types of providers, including hospitals, imaging centers, and cancer treatment centers, and increased the statute of limitations
period for the government to recover overpayments to providers from three to five years. The 2022 Inflation Reduction Act, among other
things, directs CMS to engage in price-capped negotiation for certain drugs and biologics that CMS reimburses under Medicare Part B and
Part D, penalizes drug manufacturers that increase prices of Medicare Part B and Part D drugs at a rate greater than the rate of inflation,
and redesigns the Part D drug benefit, effective in 2025.
The implementation of cost containment measures or other healthcare
reforms may thus prevent us from being able to generate revenue, attain profitability or further commercialize our existing or future
products. We are currently unable to predict what additional legislation or regulation, if any, relating to the health care industry may
be enacted in the future or what effect recently enacted federal legislation or any such additional legislation or regulation would have
on our business. The pendency or approval of such proposals or reforms could result in a decrease in our stock price or limit our ability
to raise capital or to enter into collaboration agreements for the further development and commercialization of our programs and products.
Our devices are subject to the FDA’s
regulations pertaining to marketing and promotional communications, among others. Failure to comply with such regulations may give rise
to a number of potential FDA enforcement actions, any of which could have a material adverse effect on our business.
Our sales and marketing efforts, as well as promotions, are subject
to various laws and regulations. Medical device promotions must be consistent with and not contrary to labeling and the indication for
use, be truthful and not false or misleading, and be adequately substantiated. In addition to the requirements applicable to 510(k)-cleared
products, we may also be subject to enforcement action in connection with any promotion of an investigational new device. A sponsor or
investigator, or any person acting on behalf of a sponsor or investigator, may not represent in a promotional context that an investigational
new device is safe or effective for the purposes for which it is under investigation or otherwise promote the device.
20
Our marketing and promotional materials are subject to FDA scrutiny
to ensure that the device is being marketed in compliance with these requirements. If the FDA investigates our marketing and promotional
materials and finds that any of our current or future commercial products were being marketed for unapproved or uncleared uses or in a
false or misleading manner, we could be subject to FDA enforcement and/or false advertising consumer lawsuits, each of which could have
a material adverse effect on our business.
We are subject to extensive governmental regulations
relating to the manufacturing, labeling, and marketing of our products, and a failure to comply with such regulations could lead to withdrawal
or recall of our products from the market.
Our medical products and manufacturing operations are subject to
regulation by the FDA, the European Union, and other governmental authorities both inside and outside of the United States. These agencies
enforce laws and regulations that govern the development, testing, manufacturing, labeling, storage, installation, servicing, advertising,
promoting, marketing, distribution, import, export and market surveillance of our products.
Our products are regulated as medical devices in the United States
under the FFDCA as implemented and enforced by the FDA. Under the FFDCA, medical devices are classified into one of three classes (Class
I, Class II or Class III) depending on the degree of risk associated with the medical device, what is known about the type of device,
and the extent of control needed to provide reasonable assurance of safety and effectiveness. Classification of a device is important
because the class to which a device is assigned determines, among other things, the necessity and type of FDA review required prior to
marketing the device.
In June 2014, the FDA granted our request for “de novo”
classification, which provides a route to market for medical devices that are low to moderate risk, but are not substantially equivalent
to a predicate device, and classified ReWalk as Class II powered exoskeleton device subject to certain special controls. In March 2023
the FDA granted 510(k) clearance for the ReWalk Personal Exoskeleton with stair and curb functionality, which adds usage on stairs and
curbs to the indication for use for the device in the U.S. The ReWalk is intended to enable individuals with spinal cord injuries to perform
ambulatory functions under supervision of a specially trained companion, and inside rehabilitation institutions. The special controls
established in the de novo order for all powered exoskeletons include the following: clinical testing to demonstrate safe and effective
use considering the level of supervision necessary and the use environment; non-clinical safety and performance testing, including durability
testing to demonstrate that the device performs as intended under anticipated conditions of use; a training program; and labeling related
to device use and user training. In order for us to market ReWalk, we must comply with both general controls, including controls related
to quality, facility registration, reporting of adverse events and labeling, and the special controls established for the device. Failure
to comply with these requirements could lead to an FDA enforcement action, which would have a material adverse effect on our business.
In June 2019, the FDA issued a 510(k) clearance for our ReStore
device. ReStore is intended to be used to assist ambulatory functions in rehabilitation institutions under the supervision of a trained
therapist for people with hemiplegia or hemiparesis due to stroke who have a specified amount of ambulatory function. In order for us
to market ReStore and ReWalk, we must comply with both general controls, including controls related to quality, facility registration,
reporting of adverse events and labeling, and the special controls established for powered exoskeleton devices as described above. Failure
to comply with these requirements could lead to an FDA enforcement action, which would have a material adverse effect on our business.
In the E.U. we are subject to regulations and standards regulating
the design, manufacture, clinical trials, labeling and adverse event (i.e., vigilance) reporting for medical devices. The Medical Devices
Regulation (EU) 2017/745 (MDR) became fully applicable on May 26, 2021, repealing and replacing the pre-existing E.U. Medical Devices
Directive 93/42/EEC. Devices that comply with the requirements of the MDR, subject to certain transitional provisions that allow continued
compliance of certain products to the Directive, are entitled to bear the CE mark, indicating that the device conforms to the essential
requirements of the MDR and, accordingly, can be commercially distributed throughout the European Economic Area (i.e., the E.U. Member
States plus Norway, Iceland, and Lichtenstein). We comply with the E.U. requirements and have received the CE mark for all of our ReWalk
systems including the ReStore device which are distributed in the E.U. As compared with the Directive, the MDR includes additional premarket
and post-market requirements, as well as potential product reclassifications and more stringent commercialization requirements that could
adversely affect our CE mark. Failure to comply with these new requirements could lead to substantial penalties, including fines, revocation
or suspension of CE mark and criminal sanctions.
21
Following the introduction of a product, the governmental agencies
will periodically inspect our manufacturing processes and quality controls, and we are under a continuing obligation to ensure that all
applicable regulatory requirements continue to be met. The process of complying with the applicable good manufacturing practices, adverse
event reporting and other requirements can be costly and time consuming, and could delay or prevent the production, manufacturing, or
sale of our devices. In addition, if we fail to comply with applicable regulatory requirements, it could result in fines, closure of manufacturing
sites, seizures or recalls of products and damage to our reputation, as well as enforcement actions against us. For example, the FDA could
request that we recall our ReWalk Personal Exoskeleton or ReStore device in case of product defects or require us to conduct post-market
surveillance studies. If we fail to recall the device and/or conduct requested post-market surveillance studies to FDA’s satisfaction,
we could be subject to FDA enforcement action.
In addition, governmental agencies may impose new requirements
regarding registration or labeling that may require us to modify or re-register our products or otherwise impact our ability to market
our products in those countries, such as the May 2021 Medical Device Regulation changes in the European Union. The process of complying
with these governmental regulations can be costly and time consuming, and could delay or prevent the production, manufacturing, or sale
of our products.
If we or our third-party manufacturers fail
to comply with the FDA’s Quality System Regulation, or QSR, our manufacturing operations could be interrupted.
We and our manufacturer, Sanmina, are required to comply with the FDA’s QSR which
covers the methods and documentation of the design, testing, production, control, quality assurance, labeling, packaging, sterilization,
storage, and shipping of our products. We, Sanmina, and our suppliers are also subject to the regulations of foreign jurisdictions regarding
the manufacturing process if we or our distributors market our products abroad. We continue to monitor our quality management to maintain
our overall level of compliance. Our facilities are subject to periodic and unannounced inspection by U.S. and foreign regulatory agencies
to audit compliance with the QSR and comparable foreign regulations. If our facilities or those of Sanmina of or our suppliers are found
to be in violation of applicable laws and regulations, or if we, Sanmina, or our suppliers fail to take satisfactory corrective action
in response to an adverse inspection, the regulatory authority could take enforcement action, including any of the following sanctions:
| ● |
untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties; |
| ● |
customer notifications or repair, replacement, or refunds; |
| ● |
operating restrictions or partial suspension or total shutdown of production; |
| ● |
recalls, withdrawals, or administrative detention or seizure of our products; |
| ● |
denials or delays of approvals for pre-market approval applications relating to new products or modified products; |
| ● |
withdrawals of a PMA approvals; |
| ● |
refusal to provide Certificates for Foreign Government; |
| ● |
refusal to grant export approval for our products; or |
| ● |
pursuit of criminal prosecution. |
Any of these sanctions could impair our ability to produce our
products in a cost-effective and timely manner in order to meet our customers’ demands and could have a material adverse effect
on our reputation, business, results of operations, and financial condition. We may also be required to bear other costs or take other
actions that may have a negative impact on our future sales and our ability to generate profits.
22
We are subject to various laws and regulations,
including “fraud and abuse” laws and anti-bribery laws, which, if violated, could subject us to substantial penalties.
Medical device companies such as ours have faced lawsuits and investigations
pertaining to alleged violations of numerous statutes and regulations, including anti-corruption laws and health care “fraud and
abuse” laws, such as the federal False Claims Act, the federal Anti-Kickback Statute, and the U.S. Foreign Corrupt Practices Act,
or the FCPA.
U.S. federal and state laws, including the federal Sunshine Act,
and the implementation of Open Payments regulations under the Sunshine Act, require medical device companies to disclose certain payments
or other transfers of value made to certain healthcare providers or funds spent on marketing and promotion of medical device products.
Further, some state laws require medical device companies to report information related to payments to physicians and other health care
providers or marketing expenditures. They also impose additional administrative and compliance burdens on us. In particular, these laws
influence, among other things, how we structure our sales offerings and other interactions with health care providers, including discount
practices, customer support, education and training programs and physician consulting and other service arrangements, including those
with marketers and sales agents. We may face significant costs in attempting to comply with these laws and regulations. If we are found
to be in violation of any of these requirements or any actions or investigations are instituted against us, those actions could be costly
to defend and could have a significant impact on our business, including the imposition of significant criminal and civil fines and penalties,
exclusion from federal healthcare programs or other sanctions, and damage to our reputation or business.
The FCPA applies to companies, including ours, with a class of
securities registered under the Exchange Act. The FCPA and other anti-bribery laws to which various aspects of our operations may be subject
generally prohibit companies and their employees, agents, and other intermediaries from authorizing, promising, offering, providing, or
making, directly or indirectly, improper payments or anything else of value to government officials for the purpose of obtaining or retaining
business. The FCPA also requires covered companies such as ours to make and keep books and records that accurately and fairly reflect
the transactions of the corporation and to devise and maintain an adequate system of internal accounting controls. In various jurisdictions,
our operations require that we and third parties acting on our behalf routinely interact with government officials, including medical
personnel who may be considered government officials for purposes of these laws because they are employees of state-owned or controlled
facilities. Other anti-bribery laws to which various aspects of our operations may be subject, including the United Kingdom Bribery Act,
also prohibit improper payments to private parties and prohibit receipt of improper payments. Our policies prohibit our employees from
making or receiving corrupt payments, including, among other things, to require compliance by third parties engaged to act on our behalf.
Our policies mandate compliance with these anti-bribery laws; however, recent years have seen an increase in the global enforcement of
anti-corruption laws and our international operations could increase the risk of such violations. As a result, the existence and implementation
of a robust anti-corruption program cannot eliminate all risk that unauthorized improper acts have been or will be committed by our employees
or agents. Violations of these anti-corruption laws, or allegations of such violations, could result in civil or criminal sanctions or
other adverse consequences, including disruption of our business and harming our financial condition, results of operations, cash flows
and reputation.
If we are found to have violated laws protecting
the confidentiality of patient health information, we could be subject to civil or criminal penalties, which could increase our liabilities
and harm our reputation or our business.
There are a number of federal, state and foreign laws protecting
the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected
information. In particular, the U.S. Department of Health and Human Services, or HHS, promulgated patient privacy rules under HIPAA. These
privacy rules protect medical records and other personal health information by limiting their use and disclosure, giving individuals the
right to access, amend and seek accounting of their own health information and limiting most use and disclosures of health information
to the minimum amount reasonably necessary to accomplish the intended purpose. Additionally, the E.U. General Data Protection Regulation
(the “GDPR”), imposes more stringent data protection requirements and provides for penalties for noncompliance. Thus, with
respect to our operations in Europe, the GDPR may increase our responsibility and liability in relation to personal data that we process
and we may be required to put in place additional mechanisms ensuring compliance with the GDPR. This may be onerous and adversely affect
our business, financial condition, results of operations and prospects. Additionally, if we or any of our service providers are found
to be in violation of the promulgated patient privacy rules under HIPAA or the GDPR, we could be subject to civil or criminal penalties,
which could be substantial and could increase our liabilities, harm our reputation and have a material adverse effect on our business,
financial condition and operating results.
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In addition, a number of U.S. states have enacted data privacy
and security laws and regulations that govern the collection, use, disclosure, transfer, storage, disposal, and protection of sensitive
personal information, such as social security numbers, financial information and other personal information. For example, several U.S.
territories and all 50 states now have data breach laws that require timely notification to individual victims, and at times regulators,
if a company has experienced the unauthorized access or acquisition of sensitive personal data. Other state laws include the California
Consumer Privacy Act (“CCPA”) which, among other things, contains new obligations for businesses that collect personal information
about California residents and affords those individuals new rights relating to their personal information that may affect our ability
to use personal information or share it with our business partners. Meanwhile, other states have enacted or are considering enacting privacy
laws like the CCPA. Furthermore, it is anticipated that the California Privacy Rights Act of 2020, which became effective January 1, 2023,
expands the CCPA’s requirements, including applying to personal information of business representatives and employees and establishing
a new regulatory agency to implement and enforce the law. We will continue to monitor and assess the impact of state law developments,
which may impose substantial penalties for violations, impose significant costs for investigations and compliance, allow private class-action
litigation and carry significant potential liability for our business.
The interpretation and enforcement of the laws and regulations
described above are uncertain and subject to change and may require substantial costs to monitor and implement compliance with any additional
requirements. Failure to comply with U.S. or international data protection laws and regulations could result in government enforcement
actions (which could include substantial civil and/or criminal penalties), private litigation, and/or adverse publicity and could negatively
affect our operating results and business.
Compliance with various regulations, including
those related to our status as a U.S. public company and the manufacturing, labeling, and marketing of our products, may result in heightened
general and administrative expenses and costs, divert management’s attention from revenue-generating activities and pose challenges
for our management team, which has limited time, personnel and finances to devote to regulatory compliance.
As a U.S. public company, we are subject to various regulatory
and reporting requirements, including those imposed by the SEC, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, the Dodd-Frank
Wall Street Reform and Consumer Protection Act of 2010, or the Dodd-Frank Act, the listing requirements of The Nasdaq Capital Market and
other applicable securities rules and regulations. Additionally, our medical products and manufacturing operations are regulated by the
FDA, the European Union and other governmental authorities both inside and outside of the United States. Compliance with the rules and
regulations applicable to us as a publicly traded company in the United States and medical device manufacturer has greatly increased,
and may continue to increase, our legal, general and administrative and financial compliance costs and has made, and may continue to make,
some activities more difficult, time-consuming or costly. Additionally, these regulatory requirements have diverted, and may continue
to divert, management’s attention from revenue-generating activities and may increase demands on management’s already-limited
resources.
Our management team consists of few employees, as the majority
of our employees are engaged in sales and marketing and research and development activities. In light of such constraints on its time,
personnel and finances, our management may not be able to implement programs and policies in an effective and timely manner to respond
adequately to the heightened legal, regulatory and reporting requirements applicable to us. In the past, for example, we have not always
been able to respond on a timely basis to requests from regulators, although we have not to date experienced any long-term material adverse
consequences as a result. Similar deficiencies, weaknesses, or lack of compliance with public company, medical device and other regulations
could harm our reputation in the capital markets or for quality and safety, negatively affect our ability to maintain our public company
status and to develop, commercialize or continue selling our products on a timely and effective basis, and cause us to incur sanctions,
including fines, injunctions, and penalties.
In addition, complying with public disclosure rules makes our business
more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such
claims are successful, our business and operating results could be harmed, and even if the claims do not result in litigation or are resolved
in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and harm
our business and operating results.
We are also subject to the requirement of Section 1502 of the Dodd-Frank Act and SEC
rules related thereto to conduct due diligence and disclose and report on whether certain minerals and metals, known as “conflict
minerals,” are contained in our products and whether they originate from the Democratic Republic of Congo and certain adjoining
countries. Each year our management team devotes significant time to conduct the required due diligence, and we may face reputational
challenges if we determine that certain of our products contain minerals not determined to be conflict free or if we are unable to sufficiently
verify the origins of all conflict minerals used in our products through the procedures we implement.
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Risks Related to Our Intellectual Property and Information Technology
We depend on computer and telecommunications
systems we do not own or control and failures in our systems or a cybersecurity attack or incident relating to our IT systems or technology
could significantly disrupt our business operations or result in sensitive customer information being compromised which would negatively
materially affect our reputation and/or results of operations.
We have entered into agreements with third parties for hardware,
software, telecommunications, and other information technology services in connection with the operation of our business. It is possible
we or a third party that we rely on could incur interruptions from a loss of communications, hardware or software failures, a cybersecurity
attack or an incident relating to our IT systems or technology, ransomware, phishing attacks, computer viruses or malware. We believe
that we have positive relations with our vendors and maintain adequate anti-virus and malware software and controls; however, any interruptions
to our arrangements with third parties, to our computing and communications infrastructure, or to our information systems or any of those
operated by a third party that we rely on could significantly disrupt our business operations.
In the current environment, there are numerous and evolving risks
to cybersecurity and privacy, including criminal hackers, hacktivists, state-sponsored intrusions, industrial espionage, employee malfeasance
and human or technological error. High-profile cybersecurity incidents at other companies and in government agencies have increased in
recent years, and security industry experts and government officials have warned about the risks of hackers and cyberattacks targeting
businesses such as ours. Computer hackers and others routinely attempt to breach the security of technology products, services, and systems,
and to fraudulently induce employees, customers, or others to disclosure information or unwittingly provide access to systems or data.
A cyberattack of our systems or networks that impairs our information technology systems could disrupt our business operations and result
in loss of service to customers, including technical support for our ReWalk devices. While we have certain cybersecurity safeguards in
place designed to protect and preserve the integrity of our information technology systems, we have experienced and expect to continue
to experience actual or attempted cyberattacks of our IT systems or networks. However, none of these actual or attempted cyberattacks
has had a material effect on our operations, business strategy, or financial condition.
Additionally, we have access to sensitive customer information
in the ordinary course of business. If a significant cybersecurity incident occurred, our reputation may be adversely affected, customer
confidence may be diminished, or we may be subject to legal claims, any of which may contribute to the loss of customers and have a material
adverse effect on us. If we are found to have violated laws protecting the confidentiality of patient health information, we could be
subject to civil or criminal penalties, which could increase our liabilities and harm our reputation or our business.
Our success depends in part on our ability
to obtain and maintain protection for the intellectual property relating to or incorporated into our products.
Our success depends in part on our ability to obtain and maintain
protection for the intellectual property relating to or incorporated into our products. We seek to protect our intellectual property through
a combination of patents, trademarks, confidentiality, and assignment agreements with our employees and certain of our contractors, and
confidentiality agreements with certain of our consultants, scientific advisors, and other vendors and contractors. In addition, we rely
on trade secret law to protect our proprietary software and product candidates/products in development.
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Our patent position with respect to our exoskeleton and anti-gravity
systems can be highly uncertain and involves many new and evolving complex legal, factual, and technical issues. Patent laws and interpretations
of those laws are subject to change and any such changes may diminish the value of our patents or narrow the scope of our right to exclude
others. In addition, we may fail to apply for or be unable to obtain patents necessary to protect our technology or products from competition
or fail to enforce our patents due to lack of information about the exact use of technology or processes by third parties. Also, we cannot
be sure that any patents will be granted in a timely manner or at all with respect to any of our patent pending applications or that any
patents that are granted will be adequate to exclude others for any significant period of time or at all. Given the foregoing and in order
to continue reducing operational expenses in the future, we may invest fewer resources in filing and prosecuting new patents and on maintaining
and enforcing various patents, especially in regions where we currently do not focus our market growth strategy.
Litigation to establish or challenge the validity of patents, or
to defend against or assert against others infringement, unauthorized use, enforceability, or invalidity, can be lengthy and expensive
and may result in our patents being invalidated or interpreted narrowly and restricting our ability to be granted new patents related
to our pending patent applications. Even if we prevail, litigation may be time consuming, force us to incur significant costs, and could
divert management’s attention from managing our business while any damages or other remedies awarded to us may not be valuable.
In addition, U.S. patents and patent applications may be subject to interference proceedings, and U.S. patents may be subject to re-examination
and review proceedings in the U.S. Patent and Trademark Office. Foreign patents may also be subject to opposition or comparable proceedings
in the corresponding foreign patent offices. Any of these proceedings may be expensive and could result in the loss of a patent or denial
of a patent application, or the loss or reduction in the scope of one or more of the claims of a patent or patent application.
In addition, we seek to protect our trade secrets, know-how, and
confidential information that is not patentable by entering into confidentiality and assignment agreements with our employees and certain
of our contractors and confidentiality agreements with certain of our consultants, scientific advisors, and other vendors and contractors.
However, we may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or otherwise fail
to prevent disclosure, third-party infringement, or misappropriation of our proprietary information, may be limited as to their term and
may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Enforcing a claim that a
third party illegally obtained or is using our trade secrets without authorization may be expensive and time consuming, and the outcome
is unpredictable. Some of our employees or consultants may own certain technology which they license to us for a set term. If these technologies
are material to our business after the term of the license, our inability to use them could adversely affect our business and profitability.
We also have taken precautions to initiate reasonable safeguards
to protect our information technology systems. However, these measures may not be adequate to safeguard our proprietary information, which
could lead to the loss or impairment thereof or to expensive litigation to defend our rights against competitors who may be better funded
and have superior resources. In addition, unauthorized parties may attempt to copy or reverse engineer certain aspects of our products
that we consider proprietary, or our proprietary information may otherwise become known or may be independently developed by our competitors
or other third parties. If other parties are able to use our proprietary technology or information, our ability to compete in the market
could be harmed. Further, unauthorized use of our intellectual property may have occurred, or may occur in the future, without our knowledge.
If we are unable to obtain or maintain adequate protection for
intellectual property, or if any protection is reduced or eliminated, competitors may be able to use our technologies, resulting in harm
to our competitive position.
Our patents and proprietary technology and
processes may not provide us with a competitive advantage.
Robotics, exoskeletons, and anti-gravity system technologies have
been developing rapidly in recent years. We are aware of several other companies developing competing exoskeleton devices for individuals
with limited mobility and we expect the level of competition and the pace of development in our industry to increase. Likewise, we are
aware of several companies with commercial anti-gravity or treadmill-based gait therapy systems. While we believe our tilt-sensor technology
provides a more natural and superior method of exoskeleton activation, which creates a better user experience, as well as that our licensed
technology used in our ReStore device is unique and provides better results when compared to other products, a variety of other activation
and control methods exist for exoskeletons, several of which are being developed by our competitors, or may be developed in the future.
Additionally, while our DAP technology provides what we believe is a superior method for partial weight displacement with strong market
acceptance, there may be competitors developing innovative alternative gait therapies that could be introduced in the future. As a result,
our patent portfolio and proprietary technology and processes may not provide us with a significant advantage over our competitors, and
competitors may be able to design and sell alternative products that are equal to or superior to our products without infringing on our
patents. In addition, as our current patents begin to expire, we may lose a competitive advantage over our competitors as we will no longer
be able to keep our competitors from practicing the technology covered by the claim of the expired patents. We may also be unable to adequately
develop new technologies and obtain future patent protection to preserve a competitive advantage. If we are unable to maintain a competitive
advantage, our business and results of operations may be materially adversely affected.
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Even in instances where others are found to infringe on our patents,
many countries have laws under which a patent owner may be compelled to grant licenses for the use of the patented technology to other
parties. In addition, many countries limit the enforceability of patents against other parties, including government agencies or government
contractors. In these countries, a patent owner may have limited remedies, which could diminish the value of a patent in those countries.
Further, the laws of some countries do not protect intellectual property rights to the same extent as the laws of the United States, particularly
in the field of medical products, and effective enforcement in those countries may not be available. The ability of others to market comparable
products could adversely affect our business.
We are not able to protect our intellectual
property rights in all countries.
Filing, prosecuting, maintaining, and defending patents on each
of our products in all countries throughout the world would be prohibitively expensive, and thus our intellectual property rights outside
the United States and Europe are limited. In addition, the laws of some foreign countries, especially developing countries, such as China,
do not protect intellectual property rights to the same extent as federal and state laws in the United States. Also, it may not be possible
to effectively enforce intellectual property rights in some countries at all or to the same extent as in the United States and other countries.
Consequently, we are unable to prevent third parties from using our inventions in all countries, or from selling or importing products
made using our inventions in the jurisdictions in which we do not have (or are unable to effectively enforce) patent protection. Competitors
may use our technologies in jurisdictions where we have not obtained patent protection to develop, market or otherwise commercialize their
own products, and we may be unable to prevent those competitors from importing those infringing products into territories where we have
patent protection, but enforcement may not be as strong as in the United States. These products may compete with our products and our
patents and other intellectual property rights may not be effective or sufficient to prevent them from competing in those jurisdictions.
Moreover, strategic partners, competitors, or others in the chain of commerce may raise legal challenges against our intellectual property
rights or may infringe upon our intellectual property rights, including through means that may be difficult to prevent or detect.
Many companies have encountered significant problems in protecting
and defending intellectual property rights in foreign jurisdictions. Proceedings to enforce our patent rights in the United States or
foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could
put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing, and could provoke
third parties to assert patent infringement or other claims against us. We may not prevail in any lawsuits that we initiate, and the damages
or other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights
in the United States and around the world may be inadequate to obtain a significant commercial advantage from the intellectual property
that we develop or license from third parties.
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We may be subject to patent infringement claims,
which could result in substantial costs and liability and prevent us from commercializing our current and future products.
The medical device industry is characterized by competing intellectual
property and a substantial amount of litigation over patent rights. Our competitors in both the United States and abroad, many of which
have substantially greater resources and have made substantial investments in competing technologies, have been issued patents and filed
patent applications with respect to their products and processes and may apply for other patents in the future. The large number of patents,
the rapid rate of new patent issuances, and the complexities of the technology involved increase the risk of patent litigation.
Determining whether a product infringes a patent involves complex
legal and factual issues and the outcome of patent litigation is often uncertain. Even though we have conducted research of issued patents,
no assurance can be given that patents containing claims covering our products, technology or methods do not exist, have not been filed
or could not be filed or issued. In addition, because patent applications can take years to issue and because publication schedules for
pending applications vary by jurisdiction, there may be applications now pending of which we are unaware, and which may result in issued
patents that our current or future products infringe. Also, because the claims of published patent applications can change between publication
and patent grant, published applications that initially do not appear to be problematic may issue with claims that potentially cover our
products, technology, or methods.
Infringement actions and other intellectual property claims brought
against us, whether with or without merit, may cause us to incur substantial costs and could place a significant strain on our financial
resources, divert the attention of management, and harm our reputation. We cannot be certain that we will successfully defend against
any allegations of infringement. If we are found to infringe another party’s patents, we could be required to pay damages. We could
also be prevented from selling our infringing products, unless we can obtain a license to use the technology covered by such patents or
can redesign our products so that they do not infringe. A license may be available on commercially reasonable terms or none at all, and
we may not be able to redesign our products to avoid infringement. Further, any modification to our products could require us to conduct
clinical trials and revise our filings with the FDA and other regulatory bodies, which would be time consuming and expensive. In these
circumstances, we may not be able to sell our products at competitive prices or at all, and our business and operating results could be
harmed.
We rely on trademark protection to distinguish
our products from the products of our competitors.
We rely on trademark protection to distinguish our products from
the products of our competitors. We have registered the trademark “ReWalk” in Israel and in the United States. The trademark
“ReStore” is registered in Europe, the United States and the United Kingdom. The trademark “Alter G” is registered
in the United States, Europe, Israel, and the United Kingdom. We have also recently sought trademark registration of “Lifeward”
in the United States, Europe, and Israel. In jurisdictions where we have not registered our trademark and are using it, and as permitted
by applicable local law, we rely on common law trademark protection. Third parties may oppose our trademark applications, or otherwise
challenge our use of the trademarks, and may be able to use our trademarks in jurisdictions where they are not registered or otherwise
protected by law. If our trademarks are successfully challenged or if a third party is using confusingly similar or identical trademarks
in particular jurisdictions before we do, we could be forced to rebrand our products, which could result in loss of brand recognition,
and could require us to devote additional resources to marketing new brands. If others are able to use our trademarks, our ability to
distinguish our products may be impaired, which could adversely affect our business. Further, we cannot assure you that competitors will
not infringe upon our trademarks, or that we will have adequate resources to enforce our trademarks.
We may be subject to damages resulting from
claims that our employees or we have wrongfully used or disclosed alleged trade secrets of their former employers.
Many of our employees were previously employed at other medical
device companies, including our competitors or potential competitors, and we may hire employees in the future that are so employed. We
could in the future be subject to claims that these employees, or we, have inadvertently or otherwise used or disclosed trade secrets
or other proprietary information of their former employers. If we fail in defending against such claims, a court could order us to pay
substantial damages and prohibit us from using technologies or features that are found to incorporate or be derived from the trade secrets
or other proprietary information of the former employers. If any of these technologies or features that are important to our products,
this could prevent us from selling those products and could have a material adverse effect on our business. Even if we are successful
in defending against these claims, such litigation could result in substantial costs and divert the attention of management.
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Risks Related to Ownership of Our Ordinary Shares
Sales of a substantial number of ordinary shares
by us or our large shareholders, certain of whom may have registration rights, or dilutive exercises of a substantial number of warrants
by our warrant-holders could adversely affect the value of our ordinary shares.
Sales by us or our shareholders of a substantial number of ordinary
shares in the public market, or the perception that these sales might occur, could cause the value of our ordinary shares to decline or
could impair our ability to raise capital through a future sale of our equity securities. Additionally, dilutive exercises of a substantial
number of warrants by our warrant-holders, or the perception that such exercises may occur, could put downward price on the market price
of our ordinary shares.
As of February 7, 2025, 4,307,975 ordinary shares were issuable
pursuant to the exercise of warrants, with exercise prices ranging from $2.75 to $52.50 per warrant, issued in private and registered
offerings of ordinary shares and warrants in February 2020, July 2020, December 2020, February 2021, September 2021 and January
2025. We have registered, or are currently registering pursuant to this registration statement, with the SEC all of these warrants and/or
the resale of the shares issuable upon their exercise. There were also 953 ordinary shares issuable pursuant to the exercise of warrants
granted to Kreos Capital V (Expert Fund) Limited (“Kreos”), in connection with the loan agreement we signed with Kreos on
December 30, 2015 (the “Loan Agreement”) in January and December 2016, with an exercise price that is set to $52.50 per
warrant.
All shares sold pursuant to an offering covered by a registration
statement would be freely transferable. With respect to the outstanding warrants, there may be certain restrictions on the holders to
sell the underlying ordinary shares to the extent they are restricted securities, held by “affiliates” or would exceed certain
ownership thresholds. Certain of our largest shareholders, may also have limitations under Rule 144 under the Securities Act on the resale
of certain ordinary shares they hold unless they are registered for resale under the Securities Act. Despite these limitations and the
liquidity that we may gain from cash exercises of outstanding warrants, if we, our existing shareholders, or their affiliates sell a substantial
number of the above-mentioned ordinary shares in the public market, the market price of our ordinary shares could decrease significantly.
Shareholders may also incur substantial dilution if holders of our warrants exercise their warrants to purchase ordinary shares, which
could lower the market price of our ordinary shares. Any such decrease could impair the value of your investment in us.
Future grants of ordinary shares under our
equity incentive plans to our employees, non-employee directors and consultants, or sales by these individuals in the public market, could
result in substantial dilution, thus decreasing the value of your investment in our ordinary shares, and certain grants may also require
shareholder approval. In addition, stockholders will experience dilution upon the exercise of outstanding warrants.
We have historically used, and continue to use, our ordinary shares
as a means of both rewarding our employees, non-employee directors, and consultants and aligning their interests with those of our shareholders.
As of August 19, 2024, we could not grant any awards under our 2014 Incentive Compensation Plan, as amended. As of September 30, 2024,
336,442 ordinary shares were subject to outstanding awards (consisting of outstanding options to purchase 4,723 ordinary shares and 331,719
ordinary shares underlying unvested RSUs).
Additionally, to the extent registered on a Form S-8, ordinary
shares granted or issued under our equity incentive plans will, subject to vesting provisions, lock-up restrictions, and Rule 144 volume
limitations applicable to our “affiliates,” be available for sale in the open market immediately upon registration. Further,
as of February 7, 2025 , there were 4,307,975 ordinary shares underlying issued and outstanding warrants, which if exercised for ordinary
shares, could decrease the net tangible book value of our ordinary shares and cause dilution to our existing shareholders. Sales of a
substantial number of the above-mentioned ordinary shares in the public market could result in a significant decrease in the market price
of our ordinary shares and have a material adverse effect on an investment in our ordinary shares.
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If we do not meet the expectations of equity
research analysts, if any, if the sole remaining equity analyst following our business does not continue to publish research or reports
about our business, or if the analyst issues unfavorable commentary or downgrade our ordinary shares, the price of our ordinary shares
could decline. Additionally, we may fail to meet publicly announced financial guidance or other expectations about our business, which
would cause our ordinary shares to decline in value.
There is currently one equity analyst publishing research reports about our business,
and we are currently seeking to attract additional coverage. If our results of operations are below the estimates or expectations of our
sole analyst or consensus assuming we have some analysts and investors, our share price could decline. Moreover, the price of our ordinary
shares could decline if one or more securities analysts downgrade our ordinary shares or if analysts issue other unfavorable commentary
or stop publishing research or reports about us or our business (as has occurred over time, with a decrease in the number of analysts
following us from five in 2014 to one in 2022). Given that there is only one analyst that currently covers our business, we face an increased
risk that such analyst’s evaluation of our business, if less than positive, will cause a larger decline in our stock price than
would otherwise be the case if we had multiple analysts covering our business.
From time to time, we have also faced difficulty accurately projecting
our earnings and have missed certain of our publicly announced guidance. If our financial results for a particular period do not meet
our guidance or if we reduce our guidance for future periods, the market price of our ordinary shares may decline.
We are a “smaller reporting company”
and the reduced reporting requirements applicable to such companies may make our ordinary shares less attractive to investors.
We are a “smaller reporting company” as defined in
Item 10(f)(1) of Regulation S-K, which allows us to take advantage of certain scaled disclosure requirements available specifically to
smaller reporting companies. For example, we may continue to use reduced compensation disclosure obligations, and, provided we are also
a “non-accelerated filer,” we will not be obligated to follow the auditor attestation requirements of Section 404 of the Sarbanes-Oxley
Act. We will remain a smaller reporting company until the last day of the fiscal year in which we have at least $100 million in revenue
and at least $700 million in aggregate market value of ordinary shares held by non-affiliated persons and entities (known as “public
float”), or, alternatively, if our revenue exceed $100 million, until the last day of the fiscal year in which our public float
was at least $250.0 million (in each case, with respect to public float, as measured as of the last business day of the second quarter
of such fiscal year). For the year ended December 31, 2023, we recorded revenue of approximately $13.9 million.
We cannot predict or otherwise determine if investors will find
our securities less attractive as a result of our reliance on exemptions as a smaller reporting company and/or “non-accelerated
filer.” If some investors find our securities less attractive as a result, there may be a less active trading market for our ordinary
shares and the price of our ordinary shares may be more volatile.
We are subject to ongoing costs and risks associated
with determining whether our existing internal controls over financial reporting systems are compliant with Section 404 of the Sarbanes-Oxley
Act, and if we fail to achieve and maintain adequate internal controls it could have a material adverse effect on our stated results of
operations and harm our reputation.
We are required to comply with the internal control, evaluation,
and certification requirements of Section 404 of the Sarbanes-Oxley Act and the Public Company Accounting Oversight Board, which requires
us to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting. Once
we no longer qualify as a “smaller reporting company” and “non-accelerated filer,” our independent registered
public accounting firm will need to attest to the effectiveness of our internal control over financial reporting under Section 404. When
our independent registered public accounting firm is required to undertake an assessment of our internal control over financial reporting,
the cost of our compliance with Section 404 will correspondingly increase. Our compliance with applicable provisions of Section 404 will
require that we incur substantial accounting expense and expend significant management time on compliance-related issues as we implement
additional corporate governance practices and comply with reporting requirements. Moreover, if we are not able to comply with the requirements
of Section 404 applicable to us in a timely manner, or if we or our independent registered public accounting firm identifies deficiencies
in our internal control over financial reporting that are deemed to be material weaknesses, the market price of our stock could decline
and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial
and management resources.
The process of determining whether our existing internal controls
over financial reporting systems are compliant with Section 404 and whether there are any material weaknesses or significant deficiencies
in our existing internal controls requires the investment of substantial time and resources, including by our Chief Financial Officer
and other members of our senior management. This determination and any remedial actions required could divert internal resources and take
a significant amount of time and effort to complete and could result in us incurring additional costs that we did not anticipate, including
the hiring of outside consultants. We could experience higher than anticipated operating expenses and higher independent auditor fees
during and after the implementation of these changes.
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Irrespective of compliance with Section 404, any failure of our
internal controls could have a material adverse effect on our stated results of operations and harm our reputation. If we are unable to
implement any of the required changes to our internal control over financial reporting effectively or efficiently or are required to do
so earlier than anticipated, it could adversely affect our operations, financial reporting and/or results of operations and could result
in an adverse opinion on internal controls from our management and our independent auditors. Further, if our internal control over financial
reporting is not effective, the reliability of our financial statements may be questioned, and our share price may suffer.
U.S. holders of our ordinary shares
may suffer adverse U.S. tax consequences if we are characterized as a passive foreign investment company, or a PFIC,
under Section 1297(a) of the Code.
Generally, if for any taxable year 75% or more of our gross income
is passive income, or at least 50% of the average quarterly value of our assets (which may be determined in part by the market value of
our ordinary shares, which is subject to change) are held for the production of, or produce passive income, we would be characterized
as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. Passive income for this purpose generally includes,
among other things, certain dividends, interest, royalties, rents, and gains from commodities and securities transactions and from the
sale or exchange of property that gives rise to passive income. Passive income also includes amounts derived by reason of the temporary
investment of funds, including those raised in an offering. In determining whether a non-U.S. corporation is a PFIC, a proportionate share
of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into
account.
The determination of whether we are a PFIC will depend on the nature
and composition of our income and the nature, composition, and value of our assets from time to time. The 50% passive asset test described
above is generally based on the fair market value of each asset, with the value of goodwill and going concern value determined in large
part by reference to the market value of our ordinary shares, which may be volatile. If we are characterized as a “controlled foreign
corporation,” or a “CFC”, under Section 957(a) of the Code and not considered publicly traded throughout the relevant
taxable year, however, the passive asset test may be applied based on the adjusted tax bases of our assets instead of the fair market
value of each asset (as described above). However, if we are treated as publicly traded for at least 20 trading days during the relevant
taxable year, our assets would generally be required to be measured at their fair market value, even if we are a CFC.
Based on our gross income and assets, the market price of our ordinary
shares, and the nature of our business, we believe that we were not a PFIC for the taxable year ended December 31, 2023. However,
this determination is subject to uncertainty. In addition, there is a significant risk that we may be a PFIC for future taxable years,
unless the market price of our ordinary shares increases, or we reduce the amount of cash and other passive assets we hold relative to
the amount of non-passive assets we hold. Accordingly, no assurances can be made regarding our PFIC status in one or more subsequent years,
and our U.S. counsel expresses no opinion with respect to our PFIC status in the taxable years ended December 31, 2023, and 2024,
and also expresses no opinion with respect to our predictions or past determinations regarding our PFIC status in the past or in the future.
If we are characterized as a PFIC, U.S. holders of our ordinary
shares may suffer adverse tax consequences, including having gains realized on the sale of our ordinary shares treated as ordinary income,
rather than capital gain, the loss of the preferential tax rate applicable to dividends received on our ordinary shares by individuals
who are U.S. holders and having interest charges apply to distributions by us and to the proceeds of sales of our ordinary shares. In
addition, special information reporting may be required. Certain elections exist that may alleviate some of the adverse consequences of
PFIC status and would result in an alternative treatment (such as mark-to-market treatment or being able to make a qualified electing
fund election). However, we do not intend to provide the information necessary for U.S. Holders to make qualified electing fund elections
if we are classified as a PFIC.
Additionally, if we are characterized as a PFIC, for any taxable
year during which a U.S. holder holds ordinary shares, we generally will continue to be treated as a PFIC with respect to such U.S. holder
for all succeeding years during which such U.S. holder holds ordinary shares unless we cease to be a PFIC and such U.S. holder makes a
“deemed sale” election with respect to such ordinary shares. If such election is made, such U.S. holder will be deemed to
have sold such ordinary shares held by such U.S. holder at their fair market value on the last day of the last taxable year in which we
qualified as a PFIC, and any gain from such deemed sale would be treated as described above.
Each U.S. holder of our ordinary shares is strongly urged to consult
his, her or its tax advisor regarding the application of these rules and the availability of any potential elections.
31
The price of our ordinary shares may be volatile,
and you may lose all or part of your investment.
Our ordinary shares were first publicly offered in our initial
public offering in September 2014, at a price of $300.00. The market price of our ordinary shares has been in the past, and could continue
to be, highly volatile and may fluctuate substantially as a result of many factors. Moreover, while there is no established public trading
market for the warrants offered in our follow-on public offerings, and we do not expect one to develop, our ordinary shares will be issuable
pursuant to exercise of these warrants. Because the warrants are exercisable into our ordinary shares, volatility, or a reduction in the
market price of our ordinary shares could have an adverse effect on the trading price of the warrants. Factors which may cause fluctuations
in the price of our ordinary shares include, but are not limited to:
| ● |
actual or anticipated fluctuations in our growth rate or results of operations or those of our competitors; |
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customer acceptance of our products; |
| ● |
announcements by us or our competitors of new products or services, commercial relationships, acquisitions, or expansion plans;
|
| ● |
announcements by us or our competitors of other material developments; |
| ● |
our involvement in litigation; |
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changes in government regulation applicable to us and our products; |
| ● |
sales, or the anticipation of sales, of our ordinary shares, warrants and debt securities by us, or sales of our ordinary shares
by our insiders or other shareholders, including upon expiration of contractual lock-up agreements; |
| ● |
developments with respect to intellectual property rights; |
| ● |
competition from existing or new technologies and products; |
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changes in key personnel; |
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the trading volume of our ordinary shares; |
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changes in the estimation of the future size and growth rate of our markets; |
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changes in our quarterly or annual forecasts with respect to operating results and financial conditions; |
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general economic and market conditions and; |
| ● |
announcements regarding business acquisitions. |
In addition, the stock markets have experienced extreme price and
volume fluctuations. Broad market and industry factors may materially harm the market price of our ordinary shares, regardless of our
operating performance. Technical factors in the public trading market for our ordinary shares may produce price movements that may or
may not comport with macro, industry or Company-specific fundamentals, including, without limitation, the sentiment of retail investors
(including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities,
access to margin debt, trading in options and other derivatives on our ordinary shares and any related hedging or other technical trading
factors. In the past, following periods of volatility in the market price of a company’s securities, securities class action
litigation has often been instituted against that company, as was the case for ReWalk in a securities class action dismissed in full in
November 2020. If we become involved in any similar litigation, we could incur substantial costs and our management’s attention
and resources could be diverted.
32
Risks Related to Our Incorporation and Location in Israel
Conditions in Israel, including Israel’s
wars against Hamas and other terrorist organizations in the Gaza Strip and against Hezbollah on Israel’s northern border, may materially
and adversely affect our business and results of operations.
In early October 2023, Hamas terrorists based in the Gaza Strip attacked cities and
villages inside Israel, murdering approximately 1,400 Israelis, wounding thousands, and abducting more than 200. The attack was accompanied
by numerous rocket attacks on central and southern Israel. These rocket attacks continue through the date of this registration statement.
Israel called up substantial numbers of reservists and responded with extensive aerial attacks and a broad ground attack on terrorist
targets in Gaza.
Following the attack by Hamas on Israel’s southern border, Hezbollah in Lebanon
has also launched missile, rocket, and shooting attacks against Israeli military sites, troops, and civilian areas in northern Israel.
In response to these attacks, the Israeli army has carried out a number of targeted strikes on Hezbollah in southern Lebanon and targets
in Syria. It is possible that other terrorist organizations, including those located in the West Bank, as well as other countries hostile
to Israel, such as Iran, will join the hostilities. Terrorist groups have also attacked U.S. military targets in the Middle East. These
clashes have recently intensified and may escalate into a greater regional conflict.
Although we continue to monitor the situation closely, to date our operations in Israel
- consisting primarily of the operations, quality, and R&D functions of the legacy ReWalk business and some finance functions - have
continued without material interruption. In 2023, sales to customers in Israel accounted for less than 2% of our total revenues, and as
of the date of this filing, approximately 80% of our employees are located outside of Israel. With the acquisition of AlterG in August
2023 and the anticipated shift in our sources of revenue in connection therewith, our Israel operations have become a less significant
portion of our consolidated ReWalk operations. Our Israeli facilities are based in northern Israel, in an area that to date has seen minor
disruptions from rocket attacks. Although to date none of our Israeli employees have been mobilized for emergency military service, we
cannot predict whether there will be further mobilization of reservists and any further mobilization could further impact our employees,
including employees who serve in critical roles in our company, which could adversely affect our ability to operate and our results of
operations.
Sanmina, a well-established contract manufacturer with expertise in the medical device
industry, manufactures all of our legacy ReWalk products at its facility in northern Israel. There has been no disruption to date to Sanmina’s
business. If this facility were to be damaged or destroyed, or if Sanmina were otherwise unable to operate this facility, this could affect
the supply of our legacy ReWalk products, and our business and our operating results would be negatively affected.
This is a rapidly changing situation, and we cannot predict how events will develop
over the coming weeks and months. There can be no assurance that a significant expansion or worsening of the war will not have a material
adverse effect on our ongoing development efforts, our business and our operating results.
Our technology development and quality headquarters and the manufacturing
facility for our products are located in Israel and, therefore, our results may be adversely affected by economic restrictions imposed
on, and political and military instability in, Israel.
Our technology development and quality headquarters, which houses substantially all
of our research and development and our core research and development team, including engineers, machinists, and quality and regulatory
personnel, as well as the facility of our contract manufacturer, Sanmina, are located in Israel. Many of our employees, directors and
officers are residents of Israel. Accordingly, political, economic, and military conditions in Israel and the surrounding region may directly
affect our business. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel
and its Arab neighbors, Hamas, Hezbollah (an Islamist militant and political group in Lebanon)and other armed groups. Any hostilities
involving Israel or the interruption or curtailment of trade within Israel or between Israel and its trading partners could materially
and adversely affect our business, financial condition and results of operations and could make it more difficult for us to raise capital.
In particular, an interruption of operations at the Tel Aviv airport related to the regional conflicts or otherwise could prevent
or delay shipments of our components or products. Although we maintain inventory in the United States and Germany, an extended interruption
could materially and adversely affect our business, financial condition, and results of operations.
33
Recent political uprisings, social unrest, and violence in various
countries in the Middle East and North Africa, including Israel’s neighbors Lebanon, Egypt and Syria are affecting the political
stability of those countries. This instability may lead to deterioration of the political relationships that exist between Israel and
these countries and has raised concerns regarding security in the region and the potential for armed conflict. Our commercial insurance
covers some, but not all, losses that may occur as a result of an event associated with the security situation in the Middle East. Any
losses or damages incurred by us could have a material adverse effect on our business. In addition, Iran has threatened to attack Israel
and is widely believed to be developing nuclear weapons. Iran is also believed to have a strong influence among parties hostile to Israel
in areas that neighbor Israel, such as the Syrian government, Hamas in Gaza and Hezbollah in Lebanon. Any armed conflicts, terrorist activities
or political instability in the region could materially and adversely affect our business, financial condition, and results of operations.
Our operations and the operations of our contract
manufacturer, Sanmina, may be disrupted as a result of the obligation of Israeli citizens to perform military service.
Many Israeli citizens are obligated to perform one month, and in
some cases more, of annual military reserve duty until they reach the age of 45 (or older, for reservists with certain occupations) and,
in the event of a military conflict, may be called to active duty. In response to terrorist activity, there have been periods of significant
call-ups of military reservists. Some of our executive officers and employees, as well as those of Sanmina, the manufacturer of all of
our products, are required to perform annual military reserve duty in Israel and may be called to active duty at any time under emergency
circumstances. As described in the risk factor above entitled “Conditions in Israel, including Israel’s war against Hamas
and other terrorist organizations in the Gaza Strip and the conflicts on Israel’s northern borders with Lebanon and Syria, may materially
and adversely affect our business and results of operations,” in response to the attacks by Hamas and Hezbollah on Israel, Israel
has called up substantial numbers of reservists. Although to date these call-ups have not had a material impact on our operations or on
Sanmina’s ability to manufacture our products, we cannot predict whether there will be further mobilization of reservists and our
operations and the operations of Sanmina could be disrupted by such call-ups.
Our sales may be adversely affected by boycotts
of Israel.
Several countries, principally in the Middle East, restrict doing
business with Israel and Israeli companies, and additional countries may impose restrictions on doing business with Israel and Israeli
companies whether as a result of hostilities in the region or otherwise. In addition, there have been increased efforts by activists to
cause companies and consumers to boycott Israeli goods based on Israeli government policies. Such actions, particularly if they become
more widespread, may adversely impact our ability to sell our products.
34
The tax benefits that are available to us require
us to continue to meet various conditions and may be terminated or reduced in the future, which could increase our costs and taxes.
Some of our operations in Israel, referred to as “Beneficiary
Enterprises,” carry certain tax benefits under the Israeli Law for the Encouragement of Capital Investments, 5719-1959, or the Investment
Law. Substantially all of our future income before taxes can be attributed to these programs. If we do not meet the requirements for maintaining
these benefits or if our assumptions regarding the key elements affecting our tax rates are rejected by the tax authorities, they may
be reduced or cancelled, and the relevant operations would be subject to Israeli corporate tax at the standard rate. In addition to being
subject to the standard corporate tax rate, we could be required to refund any tax benefits that we may receive in the future, plus interest
and penalties thereon. Even if we continue to meet the relevant requirements, the tax benefits that our current “Beneficiary Enterprises”
receive may not be continued in the future at their current levels or at all. If these tax benefits were reduced or eliminated, the amount
of taxes that we pay would likely increase, as all of our Israeli operations would consequently be subject to corporate tax at the standard
rate, which could adversely affect our results of operations. Additionally, if we increase our activities outside of Israel, for example,
by way of acquisitions, our increased activities may not be eligible for inclusion in Israeli tax benefit programs.
We have received Israeli government grants
for certain of our research and development activities and we may receive additional grants in the future. The terms of those grants restrict
our ability to manufacture products or transfer technologies outside of Israel, and we may be required to pay penalties in such cases
or upon the sale of our company.
From our inception through September 30, 2024, we received a total
of approximately $2.8 million from the IIA. We may in the future apply to receive additional grants from the IIA to support our research
and development activities. With respect to some grants that were royalty-bearing grants, we are committed to paying royalties at a rate
of 3.0% on sales proceeds up to the total amount of grants received, linked to the dollar, and bearing interest at an annual rate of LIBOR
applicable to dollar deposits. Even after payment in full of these amounts, we will still be required to comply with the requirements
of the Israeli Encouragement of Industrial Research, Development and Technological Innovation Law, 1984, or the R&D Law, and related
regulations, with respect to those past grants. When a company develops know-how, technology or products using IIA grants, the terms of
these grants and the R&D Law restrict the transfer outside of Israel of such know-how, and of the manufacturing or manufacturing rights
of such products, technologies, or know-how, without the prior approval of the IIA. Therefore, if aspects of our technologies are deemed
to have been developed with IIA funding, the discretionary approval of an IIA committee would be required for any transfer to third parties
outside of Israel of know-how or manufacturing or manufacturing rights related to those aspects of such technologies. Furthermore, the
IIA may impose certain conditions on any arrangement under which it permits us to transfer technology or development out of Israel or
may not grant such approvals at all.
Furthermore, the consideration available to our shareholders in
a future transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding (such as a merger or
similar transaction) may be reduced by any amounts that we are required to pay to the IIA.
In addition to the above, any non-Israeli citizen, resident or
entity that, among other things, (i) becomes a holder of 5% or more of our share capital or voting rights, (ii) is entitled to appoint
one or more of our directors or our chief executive officer or (iii) serves as one of our directors or as our chief executive officer
(including holders of 25% or more of the voting power, equity or the right to nominate directors in such direct holder, if applicable)
is required to notify the IIA and undertake to comply with the rules and regulations applicable to the grant programs of the IIA, including
the restrictions on transfer described above. Such notification will be required in connection with the investment being made by an investor
which may discourage or limit investments from foreign investors in our company.
We may become subject to claims for remuneration or royalties for
assigned service invention rights by our employees, which could result in litigation and adversely affect our business.
A significant portion of our intellectual property has been developed
by our employees in the course of their employment for us. Under the Israeli Patent Law, 5727-1967 (the “Patent Law”) and
recent decisions by the Israeli Supreme Court and the Israeli Compensation and Royalties Committee, a body constituted under the Patent
Law, employees may be entitled to remuneration for intellectual property that they develop for us unless they explicitly waive any such
rights. Although we enter into agreements with our employees pursuant to which they agree that any inventions created in the scope of
their employment or engagement are owned exclusively by us, we may face claims demanding remuneration. As a consequence of such claims,
we could be required to pay additional remuneration or royalties to our current and former employees, or be forced to litigate such claims,
which could negatively affect our business.
35
Provisions of Israeli law and our Articles
of Association may delay, prevent, or otherwise impede a merger with, or an acquisition of, us, even when the terms of such a transaction
are favorable to us and our shareholders.
Israeli corporate law regulates mergers, requires tender offers
for acquisitions of shares above specified thresholds, requires special approvals for transactions involving directors, officers or significant
shareholders and regulates other matters that may be relevant to such types of transactions. For example, a tender offer for all of a
company’s issued and outstanding shares can only be completed if the acquirer receives positive responses from the holders of at
least 95% of the issued share capital. Completion of the tender offer also requires approval of a majority of the offerees that do not
have a personal interest in the tender offer, unless at least 98% of the company’s outstanding shares are tendered. Furthermore,
the shareholders, including those who indicated their acceptance of the tender offer (unless the acquirer stipulated in its tender offer
that a shareholder that accepts the offer may not seek appraisal rights), may, at any time within six months following the completion
of the tender offer, petition an Israeli court to alter the consideration for the acquisition. Israeli law also requires a “special
tender offer” in certain cases where a shareholder crosses the 25% or 45% holding threshold, and it imposes procedural and special
voting requirements for the approval of a merger in certain cases.
Our Articles of Association provide that our directors (other than
external directors, a requirement of Israeli corporate law from which we have opted out in accordance with an exemption for which we are
currently eligible) are elected on a staggered basis, such that a potential acquirer cannot readily replace our entire board of directors
at a single annual general shareholder meeting. This could prevent a potential acquirer from receiving board approval for an acquisition
proposal that our board of directors opposes.
Furthermore, Israeli tax considerations may make potential transactions
unappealing to us or to our shareholders whose country of residence does not have a tax treaty with Israel exempting such shareholders
from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges to the same extent as U.S. tax law. With respect
to mergers involving an exchange of shares, Israeli tax law allows for tax deferral in certain circumstances but makes the deferral contingent
on the fulfillment of a number of conditions, including, in some cases, a holding period of two years from the date of the transaction
during which sales and dispositions of shares of the participating companies are subject to certain restrictions. Moreover, with respect
to certain share swap transactions, the tax deferral is limited in time, and when such time expires, the tax becomes payable even if no
disposition of the shares has occurred. These and other similar provisions could delay, prevent or impede an acquisition of us or our
merger with another company, even if such an acquisition or merger would be beneficial to us or to our shareholders.
It may be difficult to enforce a judgment of
a U.S. court against us, our officers, and directors, to assert U.S. securities laws claims in Israel or to serve process on our officers
and directors.
We are incorporated in Israel. Although the majority of our directors
and executive officers reside within the United States and most of the assets of these persons are also likely located within the United
States, some of our directors and executive officers reside and may have the majority of their assets outside the United States. Additionally,
most of our assets are located outside of the United States. Therefore, a judgment obtained against us, or those of our directors and
executive officers residing outside of the United States, including a judgment based on the civil liability provisions of the U.S. federal
securities laws, may not be collectible in the United States and may not be enforced by an Israeli court. It also may be difficult for
you to effect service of process in the United States on those directors and executive officers residing outside of the United States
or to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on an
alleged violation of U.S. securities laws reasoning that Israel is not the most appropriate forum in which to bring such a claim. In addition,
even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S.
law is found to be applicable, the content of applicable U.S. law must be proven as a fact by expert witnesses, which can be a time-consuming
and costly process. Certain matters of procedure will also be governed by Israeli law. There is little binding case law in Israel that
addresses the matters described above. As a result of the difficulty associated with enforcing a judgment against us in Israel, you may
be able to collect only limited, or may be unable to collect any, damages awarded by either a U.S. or foreign court.
36
In April 2021, we amended our articles of association such that,
unless we consent in writing to the selection of an alternative forum, (i) the federal courts of the United States will be the exclusive
forum for the resolution of any claim arising under the Securities Act, and (ii) the Tel-Aviv District Court will be the exclusive forum
for (a) a derivative action or derivative proceeding that is filed in the name of the Company; (b) any action grounded in a breach of
fiduciary duty of a director, officeholder or other employee towards us or our shareholders; or (c) any action the cause of which results
from any provision of the Companies Law or the Israel Securities Law, 5728-1968. We have retained the ability to consent to an alternative
forum in circumstances if we determine shareholder interests are best served by permitting a particular dispute to proceed in a forum
other than the federal district courts or State of Israel, as applicable. However, there is uncertainty as to whether a court would enforce
these provisions.
Your rights and responsibilities as a shareholder
will be governed by Israeli law, which differs in some material respects from the rights and responsibilities of shareholders of U.S.
companies.
The rights and responsibilities of the holders of our ordinary
shares are governed by our Articles of Association and by Israeli law. These rights and responsibilities differ in some material respects
from the rights and responsibilities of shareholders in U.S.-based corporations. In particular, a shareholder of an Israeli company has
a duty to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and
other shareholders, and to refrain from abusing its power in the company, including, among other things, in voting at a general meeting
of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s authorized
share capital, mergers and acquisitions and related party transactions requiring shareholder approval. In addition, a shareholder who
is aware that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent the appointment of a director
or executive officer in the company has a duty of fairness toward the company. There is limited case law available to assist us in understanding
the nature of this duty or the implications of these provisions. These provisions may be interpreted to impose additional obligations
and liabilities on holders of our ordinary shares that are not typically imposed on shareholders of U.S. corporations.
Our business could be negatively affected as a result of actions
of activist shareholders, which could be disruptive and costly and may impact the trading value of our securities.
We value constructive input from investors and regularly engage in dialogue with our
shareholders regarding strategy and performance. While our Board of Directors and management team welcome their views and opinions with
the goal of enhancing value for all shareholders, we may be subject to actions or proposals from activist shareholders that may not align
with our business strategies or the best interests of all of our shareholders.
For example, in connection with our 2024 Annual Meeting of Shareholders to be held on
September 4, 2024 (the “Annual Meeting”), we received an email from counsel to Creative Value Capital Limited Partnership,
which claims to be a beneficial shareholder of our company (the “Shareholder”), demanding that we add to the agenda of the
Annual Meeting the election of two candidates proposed by the Shareholder for our Board of Directors (the “Purported Agenda Supplement
Notice”). We determined that the Purported Agenda Supplement Notice was invalid, as the Shareholder failed to demonstrate that it
owns at least 5% of our outstanding voting power, as required by the applicable regulations in order to nominate a candidate for director
and accordingly, we rejected such Purported Agenda Supplement Notice on those grounds as well as others. As a result, the Shareholder
filed a legal action in the Nazareth District Court (the “Court”) seeking a judgment ordering us to add to the agenda of the
Annual Meeting a proposal relating to the election of the Shareholder’s two candidates for our Board of Directors. The case remains
pending, and the Court has scheduled a hearing for this matter on August 26, 2024.
Responding to these types of actions by activist shareholders is costly and time-consuming,
and may disrupt our operations and divert the attention of management and our employees. Such activities could interfere with our ability
to execute our strategic plan. In addition, a proxy contest for the election of directors at our annual meeting would require us to incur
significant legal fees and proxy solicitation expenses and require significant time and attention by management and our Board of Directors.
The perceived uncertainties as to our future direction also could affect the market price and volatility of our securities.
37
General Risks
Exchange rate fluctuations between the U.S.
dollar, the euro and the NIS may negatively affect our earnings.
The U.S. dollar is our functional and reporting currency. However,
we pay a significant portion of our expenses in NIS and in euro, and we expect this to continue. As a result, we are exposed to exchange
rate risks that may materially and adversely affect our financial results. Accordingly, any appreciation of the NIS or euro relative to
the U.S. dollar would adversely impact our net loss or net income, if any. For example, if the NIS appreciates against the U.S. dollar
or if the value of the NIS declines against the U.S. dollar at a time when the rate of inflation in the cost of Israeli goods and services
exceeds the rate of decline in the relative value of the NIS, then the U.S. dollar cost of our operations in Israel would increase and
our results of operations could be materially and adversely affected.
Our operations also could be adversely affected if we are unable
to effectively hedge against currency fluctuations in the future.
We cannot predict any future trends in the rate of inflation in
Israel or the rate of devaluation (if any) of the NIS against the U.S. dollar. For example, while the NIS devalued against the U.S. dollar
at a rate of approximately 0.6%, 3.1% and 4% during the fiscal year 2024, 2023 and 2022, respectively. The Israeli annual rate of inflation
amounted to 3.2%, 2.96% and 5.3% for the years ended December 31, 2024, 2023 and 2022, respectively.
We have in the past engaged in limited hedging activities, and
we may enter into other hedging arrangements with financial institutions from time to time. Any hedging strategies that we may implement
in the future to mitigate currency risks, such as forward contracts, options and foreign exchange swaps related to transaction exposures
may not eliminate our exposure to foreign exchange fluctuations.
We are subject to certain regulatory regimes
that may affect the way that we conduct business internationally, and our failure to comply with applicable laws and regulations could
materially adversely affect our reputation and result in penalties and increased costs.
We are subject to a complex system of laws and regulations related
to international trade, including economic sanctions and export control laws and regulations. We also depend on our distributors
and agents for compliance and adherence to local laws and regulations in the markets in which they operate. Significant political or regulatory
developments in the jurisdictions in which we sell our products, such as those stemming from the presidential administration in the United
States or the U.K.’s exit from the E.U., are difficult to predict and may have a material adverse effect on us. For example,
in the United States, the prior Trump administration imposed tariffs on imports from China, Mexico, Canada, and other countries, and expressed
support for greater restrictions on free trade and increase tariffs on goods imported into the United States. Changes in U.S. political,
regulatory, and economic conditions or in its policies governing international trade and foreign manufacturing and investment in the United
States could adversely affect our sales in the United States.
We are also subject to the FCPA and may be subject to similar worldwide
anti-bribery laws that generally prohibit companies and their intermediaries from making improper payments to government officials
for the purpose of obtaining or retaining business. Despite our compliance and training programs, we cannot be certain that our
procedures will be sufficient to ensure consistent compliance with all applicable international trade and anti-corruption laws, or that
our employees or channel partners will strictly follow all policies and requirements to which we subject them. Any alleged or actual
violations of these laws may subject us to government scrutiny, investigation, debarment, and civil and criminal penalties, which may
have an adverse effect on our results of operations, financial condition and reputation.
Our business may be materially affected by
changes to fiscal and tax policies. Potentially negative or unexpected tax consequences of these policies, or the uncertainty surrounding
their potential effects, could adversely affect our results of operations and share price.
The rules dealing with U.S. federal, state and local income taxation
are constantly under review by persons involved in the legislative process and by the Internal Revenue Service (the “IRS”)
and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect us or holders
of our ordinary shares. In recent years, many such changes have been made, and changes are likely to continue to occur in the future.
It cannot be predicted whether, when, in what form or with what effective dates tax laws, regulations and rulings may be enacted, promulgated
or issued, which could result in an increase in our or our shareholders’ tax liability or require changes in the manner in which
we operate in order to minimize or mitigate any adverse effects of changes in tax law.
In addition, foreign governments may enact tax laws in response
to the changes in the rules dealing with U.S. federal, state and local income taxation or otherwise that could result in further changes
to global taxation and materially affect our financial position and results of operations. The uncertainty surrounding the effect of the
reforms on our financial results and business could also weaken confidence among investors.
38
Certain U.S. holders of our ordinary shares
may suffer adverse U.S. tax consequences if we are characterized as a controlled foreign corporation, or a CFC, under Section 957 of the
Code.
Each “Ten Percent Shareholder” (as defined below) in
a non-U.S. corporation that is classified as a “controlled foreign corporation,” or a CFC, for U.S. federal income tax purposes
generally is required to include in income for U.S. federal tax purposes such Ten Percent Shareholder’s pro rata share of the CFC’s
“Subpart F income,” global intangible low-taxed income, and investment of earnings in U.S. property, even if the CFC has made
no distributions to its shareholders. Subpart F income generally includes dividends, interest, rents and royalties, gains from the sale
of securities and income from certain transactions with related parties. In addition, a Ten Percent Shareholder that realizes gain
from the sale or exchange of shares in a CFC may be required to classify a portion of such gain as dividend income rather than capital
gain. A non-U.S. corporation generally will be classified as a CFC for U.S. federal income tax purposes if Ten Percent Shareholders own,
directly or indirectly, more than 50% of either the total combined voting power of all classes of stock of such corporation entitled to
vote or of the total value of the stock of such corporation. A “Ten Percent Shareholder” is a United States person (as defined
by the Code), who owns or is considered to own 10% or more of (1) the total combined voting power of all classes of stock entitled to
vote or (2) the value of all classes of stock of such corporation. The determination of CFC status is complex and includes attribution
rules, the application of which is not entirely certain.
During our 2023 taxable year, we believe that we had one shareholder
that was a Ten Percent Shareholder for U.S. federal income tax purposes. However, our CFC status for the taxable year ending on December
31, 2023, and our current taxable year is unknown, and we may be a CFC for the taxable year ending on December 31, 2024, our current
taxable year or a following year. In addition, recent changes to the attribution rules relation to the determination of CFC status may
make it difficult to determine our CFC status for any taxable year or the CFC status of any of our subsidiaries. U.S. holders should consult
their own tax advisors with respect to the potential adverse U.S. tax consequences of becoming a Ten Percent Shareholder in a CFC. If
we are classified as both a CFC and a passive foreign investment company, or PFIC, we generally will not be treated as a PFIC with respect
to those U.S. holders that meet the definition of a Ten Percent Shareholder during the period in which we are a CFC.
If there are significant disruptions in our
information technology systems, our business, financial condition, and operating results could be adversely affected.
The efficient operation of our business depends on our information
technology systems. We rely on our information technology systems to effectively manage sales and marketing data, accounting and financial
functions, inventory management, product development tasks, research and development data, customer service and technical support functions.
Our information technology systems are vulnerable to damage or interruption from earthquakes, fires, floods and other natural disasters,
terrorist attacks, attacks by computer viruses or hackers, power losses, and computer system or data network failures. In addition, our
data management application is hosted by a third-party service provider whose security and information technology systems are subject
to similar risks, and our products’ systems contain software which could be subject to computer virus or hacker attacks or other
failures.
The failure of our or our service providers’ information
technology systems or our products’ software to perform as we anticipate or our failure to effectively implement new information
technology systems could disrupt our entire operation or adversely affect our software products and could result in decreased sales, increased
overhead costs, and product shortages, all of which could have a material adverse effect on our reputation, business, financial condition,
and operating results.
If we fail to properly manage our anticipated
growth, our business could suffer.
Our growth and product expansion has placed, and we expect that
it will continue to place, a significant strain on our management team and on our financial resources. Failure to manage our growth effectively
could cause us to misallocate management or financial resources, and result in losses or weaknesses in our infrastructure, which could
materially adversely affect our business. Additionally, our anticipated growth will increase the demands placed on our suppliers, resulting
in an increased need for us to manage our suppliers and monitor for quality assurance. Any failure by us to manage our growth effectively
could have an adverse effect on our ability to achieve our business objectives.
39
We are highly dependent on the
knowledge and skills of our senior management, and if we are not successful
in attracting and retaining highly qualified personnel, we may not be able to successfully implement our business strategy.
Our ability to compete in the highly competitive medical devices
industry depends upon our ability to attract and retain highly qualified managerial, scientific, sales and medical personnel. We are highly
dependent on our senior management team and have benefited substantially from the leadership and performance of our senior management.
For example, we depend on our Chief Executive Officer’s experience successfully scaling an early-stage medical device company, as
well as the experience of other members of management. The loss of the services of any of our executive officers and other key employees,
and our inability to find suitable replacements could result in delays in product development and harm our business. Competition for senior
management in our industry is intense and we cannot guarantee that we will be able to retain our personnel. Additionally, we do not carry
key man insurance on any of our current executive officers. The loss of the services of certain members of our senior management could
prevent or delay the implementation and completion of our strategic objectives or divert management’s attention to seeking qualified
replacements.
Shutdowns of the U.S. federal government could
materially impair our business and financial condition.
Development of our product candidates and/or regulatory approval
may be delayed for reasons beyond our control. For example, in 2018 and 2019 the U.S. government shut down several times and certain regulatory
agencies, such as the FDA and the SEC, had to furlough critical FDA, SEC, and other government employees and stop critical activities.
If a prolonged government shutdown or budget sequestration occurs, it could significantly impact the ability of the FDA to timely review
and process our regulatory submissions, which could have a material adverse effect on our business. Further, in our operations as a public
company, future government shutdowns could impact our ability to access the public markets, such as through the declaration of effectiveness
of registration statements and obtain necessary capital in order to properly capitalize and continue our operations.
Risks Related to this Offering
The
number of Ordinary Shares being registered for sale is significant in relation to the number of outstanding Ordinary Shares.
We have filed a registration statement of
which this prospectus is a part to register the Ordinary Shares offered hereunder for sale into the public market by the selling shareholders.
Upon effectiveness of the registration statement, 1,927,274 Ordinary Shares registered hereunder may be resold in the public market immediately
without restriction. These Ordinary Shares represent a large number of our Ordinary Shares, and if sold in the market all at once or at
about the same time, could depress the market price of our Ordinary Shares during the period the registration statement remains effective
and could also affect our ability to raise equity capital.
40
FORWARD-LOOKING
STATEMENTS
In addition to historical information, this prospectus contains forward-looking statements within the meaning
of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, and Section 21E of the U.S.
Securities Exchange Act of 1934. Such forward-looking statements may include projections regarding Lifeward’s future performance
and other statements that are not statements of historical fact and, in some cases, may be identified by words like “anticipate,”
“assume,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,”
“will,” “should,” “would,” “seek” and similar terms or phrases.
These forward-looking statements are based on our management’s current expectations, which are subject
to uncertainty, risks and changes in circumstances that are difficult to predict, and many of which are outside of our control. Important
factors that could cause our actual results to differ materially from those indicated in the forward-looking statements include:
| • |
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 or advance Centers for Medicare & Medicaid
Services (“CMS”) coverage for our products, including our ability to successfully submit and gain approval of cases for Medicare
coverage through Medicare Administrative Contractors (“MACs”); |
| • |
our ability to continue to successfully integrate the operations of AlterG, Inc. into our organization,
and realize the anticipated benefits therefrom; |
| • |
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 be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions,
and our ability to handle any business disruptions that may occur in connection with streamlining operations; |
| • |
our ability to navigate any difficulties associated with moving production of our AlterG Anti-Gravity
Systems to a contract manufacturer; |
| • |
our ability to leverage our sales, marketing and training infrastructure; our ability to grow our business
through acquisitions of businesses, products or technologies; and the failure to manage acquisitions, or the failure to integrate them
with our existing business; |
| • |
our ability to raise sufficient funds to implement our marketing strategy to successfully expand sales
of our products to existing and new customers; |
| • |
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; |
41
| • |
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 our ability to market and sell our products; |
| • |
our ability to gain and maintain regulatory approvals and to comply with any post-marketing requests;
|
| • |
the risk of a cybersecurity attack or incident relating to our information technology 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; |
| • |
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, if any; |
| • |
our ability to manage challenges and expenses associated with activist shareholder activities, including
litigation; |
| • |
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, including the extent to which inflation or global
instability may disrupt our business operations or our financial condition or the financial condition of our customers and suppliers,
including the ongoing war in the Middle East and the increasing tensions between China and Taiwan; our anticipated use of proceeds from
this offering. |
You should not put undue reliance on any forward-looking statements. Any forward-looking statement made
in this prospectus speaks only as of the date hereof. Factors or events that could cause the Company’s actual results to differ
from the statements contained herein or therein may emerge from time to time, and it is not possible for the Company to predict all of
them. Except as required by law, the Company undertakes no obligation to publicly update any forward-looking statements, whether as a
result of new information, future developments or otherwise.
42
USE
OF PROCEEDS
We are not selling any securities under this
prospectus and 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 $5.4 million, based on the January
2025 Warrants’ exercise prices.
We intend to use the net proceeds for continuing
commercial efforts, working capital and general corporate purposes. We do not currently have any agreement or understanding with respect
to an acquisition in which we plan to invest some or all of the proceeds of the offering. Additionally, we do not currently have more
specific plans or commitments with respect to the net proceeds and, accordingly, are unable to quantify the allocation of such proceeds
among the various potential uses. We will have broad discretion in the way that we use the net proceeds.
We will not be paying any underwriting discounts
or commissions in offerings under this prospectus. The selling shareholders will bear discounts or commissions, if any, attributable to
their sale or disposition of the Ordinary Shares. Other than in connection with our indemnification obligations with respect to the selling
shareholders, we will bear all costs, expenses and fees in connection with the registration of the shares (which do not include the fees
and expenses of any selling shareholder counsel).
43
MARKET
FOR ORDINARY SHARES
Our ordinary shares
began trading publicly on The Nasdaq Global Market on September 12, 2014 under the symbol “RWLK” and were transferred for
listing on The Nasdaq Capital Market effective May 25, 2017. In January 2024, the symbol for our ordinary shares was changed to “LFWD”.
As of February 7, 2025, we had approximately 39,973 shareholders
of record, and the closing price of our ordinary shares as reported on The Nasdaq Capital Market was $1.40.
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Overview
We are a medical device company that designs,
develops, and commercializes life-changing solutions that span the continuum of care in physical rehabilitation and recovery, delivering
proven functional and health benefits in clinical settings as well as in the home and community. Our initial product offerings were the
ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury (“SCI Products”). These
devices are robotic exoskeletons that are designed for individuals with paraplegia that use our patented tilt-sensor technology and an
onboard computer and motion sensors to drive motorized legs that power movement. These SCI Products allow individuals with spinal cord
injury (“SCI”) the ability to stand and walk again during everyday activities at home or in the community. In March 2023,
we received 510(k) clearance from the U.S. Food and Drug Administration (“FDA”) for the ReWalk Personal Exoskeleton with stair
and curb functionality which adds usage on stairs and curbs to the indication for use for the device in the U.S. The clearance permits
U.S. customers to participate in more walking activities in real-world environments in their daily lives where stairs or curbs may have
previously limited them when using the exoskeleton for its intended, FDA indicated uses. This feature has been available in Europe since
initial CE Clearance, and real-world data from a cohort of 47 European users throughout a period of over seven years and consisting of
over 18,000 stair steps was collected to demonstrate the safety and efficacy of this feature and support the FDA submission. In June 2024,
we submitted a 510(k) premarket notification for ReWalk 7 Personal Exoskeleton device, a next-generation ReWalk model, and such 510(k)
is pending FDA review.
We have sought to expand our product offerings
beyond the SCI Products through internal development and distribution agreements. We have developed our ReStore Exo-Suit device (the “ReStore”),
which we began commercializing in June 2019. The ReStore is a powered, lightweight soft exo-suit intended for use during the rehabilitation
of individuals with lower limb disabilities due to stroke. During the second quarter of 2020, we finalized and moved to implement two
separate agreements to distribute additional product lines in the United States. We are the exclusive distributor of the MYOLYN MyoCycle
FES Pro cycles to U.S. rehabilitation clinics and for the MyoCycle Home cycles available to US veterans through the Veterans Health Administration
(“VHA”) hospitals.
On August 11, 2023, we made our first acquisition
to supplement our internal growth when we acquired AlterG, a leading provider of anti-gravity system for use in physical and neurological
rehabilitation. We paid a cash purchase price of approximately $19 million at closing and additional cash earnouts (initially estimated
to be approximately $4 million in the aggregate) may be paid based upon a percentage of AlterG’s year-over-year revenue growth over
the two years following the closing. The AlterG anti-gravity systems use patented, National Aeronautics and Space Administration-derived
Differential Air Pressure (“DAP”) technology to reduce the effects of gravity and allow people to rehabilitate with finely
calibrated support and reduced pain. AlterG anti-gravity systems are utilized in over 4,000 facilities globally in more than 40 countries.
We will continue to evaluate other products for distribution or acquisition that can broaden our product offerings further to help individuals
with neurological injury and disability.
We are in the research stage of ReBoot, a personal soft exo-suit for home and community
use by individuals post-stroke, and we are currently evaluating the reimbursement landscape and the potential clinical impact of this
device. This product would be a complementary product to ReStore as it provides active assistance to the ankle during plantar flexion
and dorsiflexion for gait and mobility improvement in the home environment, and it received Breakthrough Device Designation from the FDA
in November 2021. Further investment in the development path of the ReBoot has been temporarily paused in 2023 pending further determination
about the clinical and commercial opportunity of this device.
Our principal markets are primarily in the United States and Europe with some lesser
sales to Asia, the Middle East and South America. We sell our products primarily directly in the United States, through a combination
(depending on the product line) of direct sales and distributors in Germany, Canada, and Australia, and primarily through distributors
in other markets. In our direct markets, we have established relationships with clinics and rehabilitation centers, professional and college
sports teams, and individuals and organizations in the spinal cord injury community, and in markets where we do not sell direct to customers,
our distributors maintain these relationships. We have offices in Marlborough, Massachusetts, Yokneam, Israel, Berlin, Germany, and Fremont,
California from where we operate our business.
44
We have in the past generated and expect to generate in the future revenue from a combination
of clinics and rehabilitation centers, commercial distributors, third-party payors (including private commercial and government payors),
professional and college sports teams, and self-pay individuals. While a broad uniform policy of coverage and reimbursement by third-party
commercial payors currently does not exist in the United States for exoskeleton technologies such as the ReWalk Personal Exoskeleton,
we are pursuing various paths for coverage and reimbursement and support fundraising efforts by institutions and clinics, such as the
VHA policy that was issued in December 2015 for the evaluation, training, and procurement of ReWalk Personal Exoskeleton systems for all
qualifying veterans suffering from SCI across the United States.
We have also been pursuing updates with the Centers for Medicare and Medicaid Services
(“CMS”), to clarify the Medicare coverage category (i.e., benefit category) applicable for personal exoskeletons. In 2022,
the National Spinal Cord Injury Statistical Center (“NSCISC”) reported that Medicare and Medicaid are the primary payors for
approximately 57% of the SCI population which are at least five years post their injury date, with Medicare representing a majority of
this percentage. In July 2020, following a successful submission and hearing process, a Healthcare Common Procedure Coding System (“HCPCS”)
code K1007 was issued (effective October 1, 2020) for lower-limb exoskeletons, including the ReWalk Personal Exoskeleton, which may be
used for purposes of claim submission to Medicare, Medicaid, and other payors.
On November 1, 2023, CMS released the Calendar Year 2024 Home Health Prospective Payment
System Final Rule, CMS-1780-F (“Final Rule”), which was adopted through the notice and comment rulemaking process. The Final
Rule, which went into effect on January 1, 2024, includes a policy confirming that personal exoskeletons will be included in the Medicare
brace benefit category. Medicare personal exoskeleton claims with dates of service on or after January 1, 2024 that are billed using HCPCS
code K1007 will be assigned to the brace benefit category. CMS reimburses items classified under the brace benefit category using a lump
sum payment methodology.
On April 11, 2024, CMS revised its April 2024 Durable Medical Equipment, Prosthetics,
Orthotics, and Supplies (“DMEPOS”) Fee Schedule to include a final lump-sum Medicare purchase fee schedule amount for personal
exoskeletons (HCPCS code K1007) with an established rate of $91,032. The final payment determination was made by CMS by applying a “gap
filling” process, which was used in light of CMS determining that the code describing the technology has no fee schedule pricing
history and that lower extremity exoskeletons incorporate “revolutionary features” that cannot be described by or considered
comparable to any other existing code or combination of codes. As part of gap-filling, CMS utilizes verifiable supplier or commercial
pricing information and adjusts this pricing information according to a deflation and update factor methodology. In applying this formula
to the K1007 code describing the ReWalk Personal Exoskeleton, CMS says that it calculated this final payment amount by averaging pricing
information for exoskeleton devices from Lifeward and other manufacturers.
In Germany, we continue to make progress toward achieving coverage from the various
government, private and worker’s compensation payors for our SCI Products. In September 2017, each of German insurer BARMER GEK
(“BARMER”) and national social accident insurance provider Deutsche Gesetzliche Unfallversicherung (“DGUV”), indicated
that they will provide coverage to users who meet certain inclusion and exclusion criteria. In February 2018, the head office of German
Statutory Health Insurance (“SHI”) Spitzenverband (“GKV”) confirmed their decision to list the ReWalk Personal
Exoskeleton system in the German Medical Device Directory. This decision means that ReWalk is listed among all medical devices for compensation,
which SHI providers can procure for any approved beneficiary on a case-by-case basis. During the year 2020 and 2021, we announced several
new agreements with German SHIs, including TK and DAK Gesundheit, as well as the first German Private Health Insurer (“PHI”),
which outline the process of obtaining our devices for eligible insured patients. We are also currently working with several additional
SHIs on securing a formal operating contract that will establish the process of obtaining a ReWalk Personal Exoskeleton for their beneficiaries
within their system. Additionally, to date, several private insurers in the United States and Europe are providing reimbursement for ReWalk
in certain cases.
45
Third Quarter 2024 Business Highlights
| • |
Lifeward initiated actions to further streamline its U.S. operations including closing two U.S. facilities to complete the integration
of AlterG. The actions are expected to save the Company approximately $3 million in operating expenses and improve gross margins by approximately
two percentage points when the full impact is achieved. |
| • |
Lifeward began selling the AlterG family of products through its German sales organization which the Company expects will result
in revenue growth from a more focused sales effort and higher margins with little incremental investment by utilizing its existing sales
and support infrastructure in Germany. |
| • |
Lifeward executed a successful launch of the AlterG NEO which was engineered with a new design to allow a lower price point to make
the technology more accessible to a broader range of customers. Since the introduction of the NEO at the end of June, Lifeward has generated
orders for approximately 40 units as the NEO is quickly becoming a growth driver for the AlterG product line. |
| • |
Lifeward completed its near-term plans to refresh its Board of Directors with the addition of Robert J. Marshall Jr. as a new director
and chairman of the Audit Committee. |
Results of Operations for the Three and Nine Months Ended September
30, 2024 and September 30, 2023
Our operating results for the three and nine months ended September 30, 2024, as compared
to the same period in 2023, are presented below. The results set forth below are not necessarily indicative of the results to be expected
in future periods.
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
|||||||||||||
|
Revenues |
6,128 |
4,403 |
$ |
18,118 |
$ |
6,970 |
||||||||||
|
Cost of revenues |
3,908 |
3,540 |
11,746 |
4,960 |
||||||||||||
|
Gross profit |
2,220 |
863 |
6,372 |
2,010 |
||||||||||||
|
Operating expenses: |
||||||||||||||||
|
Research and development, net |
998 |
1,262 |
3,494 |
2,830 |
||||||||||||
|
Sales and marketing |
4,156 |
4,088 |
13,573 |
9,076 |
||||||||||||
|
General and administrative |
240 |
3,455 |
3,424 |
7,579 |
||||||||||||
|
Total operating expenses |
5,394 |
8,805 |
20,491 |
19,485 |
||||||||||||
|
Operating loss |
(3,174 |
) |
(7,942 |
) |
(14,119 |
) |
(17,475 |
) | ||||||||
|
Financial income, net |
119 |
411 |
495 |
1,047 |
||||||||||||
|
Loss before income taxes |
(3,055 |
) |
(7,531 |
) |
(13,624 |
) |
(16,428 |
) | ||||||||
|
Taxes on income |
29 |
- |
40 |
66 |
||||||||||||
|
Net loss |
$ |
(3,084 |
) |
$ |
(7,531 |
) |
$ |
(13,664 |
) |
$ |
(16,494 |
) | ||||
|
Net loss per ordinary share, basic and diluted |
$ |
(0.35 |
) |
$ |
(0.88 |
) |
$ |
(1.58 |
) |
$ |
(1.94 |
) | ||||
|
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted (1)
|
8,756,882 |
8,542,630 |
8,652,085 |
8,501,397 |
||||||||||||
46
Three and Nine Months Ended September 30, 2024 Compared to Three
and Nine Months Ended September 30, 2023
Revenue
Our revenue for the three and nine months ended September 30, 2024
and 2023 was as follows (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
|||||||||||||
|
Revenues |
$ |
6,128 |
$ |
4,403 |
$ |
18,118 |
$ |
6,970 |
||||||||
Revenues are derived from the sale of SCI
Products, AlterG anti-gravity systems, ReStore systems, and units of the Distributed Product. We also generate revenue from the sale of
extended warranties and the provision of repair services for the products that we sell.
Revenues increased by $1.7 million, or 39%, for the three months ended September 30,
2024, compared to the three months ended September 30, 2023, primarily driven by an increase in ReWalk system sold from the expansion
of access through Medicare coverage, stronger sales performance in Germany and an increase in AlterG sales compared to the three months
ended September 30, 2023, which had a partial quarter contribution following the closing of the acquisition in August 2023.
Revenues increased by $11.1 million for the nine months ended September 30, 2024, compared
to the nine months ended September 30, 2023, primarily driven by an increase in ReWalk system sold from the expansion of access through
Medicare coverage, stronger sales performance in Germany and due to the revenue contribution of AlterG following the closing of the acquisition
in August 2023.
In the future, we expect our growth to be driven by sales of our ReWalk Personal device
through expansion of coverage and reimbursement by commercial and government third-party payors, as well as sales of AlterG anti-gravity
systems and units of the Distributed Product.
Gross Profit
Our gross profit for the three and nine months ended September
30, 2024 and 2023 was as follows (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
|||||||||||||
|
Gross profit |
$ |
2,220 |
$ |
863 |
$ |
6,372 |
$ |
2,010 |
||||||||
Gross profit was 36.2% of revenue for the three months ended September 30, 2024, compared
to 19.6% for the three months ended September 30, 2023. Gross profit included amortization of intangible assets and the step-up value
of inventory related to the acquisition of AlterG of $0.4 million and $1.1 million for the three months ended September 30, 2024 and 2023,
respectively. Excluding the impact of the acquisition related charges, gross profit as a percentage of revenue was 42.5% for the three
months ended September 30, 2024, down 2.6 percentage points from the three months ended September 30, 2023. This decrease was a result
of an unfavorable absorption of production and overhead costs from lower production volume.
Gross profit was 35.2% of revenue for the nine months ended September 30, 2024, compared
to 28.8% for the nine months ended September 30, 2023. Gross profit included amortization of intangible assets and the step-up value of
inventory related to the acquisition of AlterG of $1.2 million and $1.1 million for the nine months ended September 30, 2024 and 2023,
respectively. Excluding the impact of the acquisition related charges, gross profit as a percentage of revenue was 41.7% for the nine
months ended September 30, 2024, down 3.2 percentage points from the nine months ended September 30, 2023. This decline was a result of
a low volume of AlterG product sales in the first quarter, which resulted in adverse absorption of production and overhead costs, partially
offset by volume leverage from a higher volume of ReWalk product sales.
We expect gross profit and gross profit as a percentage of revenue will increase in
the future as we increase our revenue volumes and realize operating efficiencies associated with greater scale which will reduce the cost
of revenue as a percentage of revenue. Additionally, we expect gross profit as a percentage of revenue to increase as a result of the
closure of our Fremont manufacturing facility at the end of 2024 and the move of production to a contract manufacturer. Improvements may
be partially offset by increased material costs, shipping costs, and costs of service.
47
Research and Development Expenses, net
Our research and development expenses, net, for the three and nine
months ended September 30, 2024 and 2023 were as follows (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
|||||||||||||
|
Research and development, net |
$ |
998 |
$ |
1,262 |
$ |
3,494 |
$ |
2,830 |
||||||||
Research and development expenses were $0.9 million for the three months ended September
30, 2024, a decrease of $0.3 million, or 20.1%, compared to the three months ended September 30, 2023. The decrease is primarily attributable
to the completion of the development program for the ReWalk 7.
Research and development expenses were $3.5 million for the nine months ended September
30, 2024, an increase of $0.7 million or 23.5%, compared to the nine months ended September 30, 2023. This increase is primarily due to
the acquisition of AlterG, which contributed partially following the acquisition's close in August 2023, and included investments in new
product development projects. This was partially offset by lower subcontracting and consulting expenses following the completion of the
ReWalk 7 development program.
We intend to focus our research and development resources primarily on supporting our
current products, advancing the ongoing product development activities for our AlterG Anti-Gravity systems, and preparing for the next
stages following our recent FDA 510(k) submission for clearance of the ReWalk 7 next-generation exoskeleton model.
Sales and Marketing Expenses
Our sales and marketing expenses for the three and nine months
ended September 30, 2024 and 2023 were as follows (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
|||||||||||||
|
Sales and marketing |
$ |
4,156 |
$ |
4,088 |
$ |
13,573 |
$ |
9,076 |
||||||||
Sales and marketing expenses were $4.2 million for the three months ended September
30, 2024, an increase of $0.1 million, or 2%, compared to the three months ended September 30, 2023. These expenses included amortization
of intangible assets from the AlterG acquisition, amounting to $0.4 million in the third quarter of 2024 and $0.2 million in the third
quarter of 2023. The remaining decrease of $0.1 million is due to a reduction in consulting expenses related to the CMS reimbursement
process, partially offset by a limited consolidation of AlterG following the acquisition in August 2023.
Sales and marketing expenses totaled $13.6 million for the nine months ended September
30, 2024, reflecting an increase of $4.5 million, or 49.5%, compared to the same period in 2023. These expenses included amortization
of intangible assets related to the AlterG acquisition, amounting to $1.2 million for the nine months ended September 30, 2024, compared
to $0.2 million in the same period in 2023. The remaining $3.6 million increase is mainly due to higher personnel-related expenses from
increased headcount following the AlterG acquisition and additional spending on promotional activities.
48
Our sales and marketing efforts are expected to focus on driving growth in our commercial
product portfolio, expanding the reimbursement coverage by commercial payors of our ReWalk Personal Exoskeleton device, and expanding
the commercial and clinical capabilities of the Lifeward organization.
General and Administrative Expenses
Our general and administrative expenses for the three and nine
months ended September 30, 2024 and 2023 were as follows (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
|||||||||||||
|
General and administrative |
$ |
240 |
$ |
3,455 |
$ |
3,424 |
$ |
7,579 |
||||||||
General and administrative expenses were $0.3 million for the three months ended September
30, 2024, a decrease of $3.2 million, or 93%, compared to the same period in 2023. These expenses for the three months ended September
30, 2024, included $0.1 million in amortization of intangible assets related to the AlterG acquisition and $2.0 million in income from
an adjustment to remeasure the earnout liability from the AlterG acquisition. The remaining $1.2 million decrease was primarily due to
a reduction of $1.3 million in M&A-related expenses, partially offset by higher personnel-related costs.
General and administrative expenses were $3.4 million for the nine months ended September
30, 2024, a decrease of $4.2 million, or 54.8%, compared to the same period in 2023. These expenses for the nine months ended September
30, 2024, included $0.2 million in amortization of intangible assets from the AlterG acquisition, $2.5 million in other income from the
remeasurement of the earnout liability related to the AlterG acquisition, and an additional $0.5 million in other income from post-closing
statement adjustments associated with the acquisition. The remaining $1.4 million decrease is primarily due to a reduction of $2.3 million
in M&A-related expenses, partially offset by the full nine-month contribution of AlterG expenses and higher professional services
costs.
Financial Income,
Net
Our financial income, net, for the three and nine months ended
September 30, 2024 and 2023 were as follows (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
|||||||||||||
|
Financial income, net |
$ |
119 |
$ |
411 |
$ |
495 |
$ |
1,047 |
||||||||
Financial income, net, decreased by $0.3 million, or 71%, for the three months ended
September 30, 2024, compared to the three months ended September 30, 2023. This decrease was primarily due to yield on a lower cash balance
resulting from the funding of the growth of Lifeward over the past year.
Financial income, net, decreased by $0.6 million, or 52.7%, for the nine months ended
September 30, 2024, compared to the nine months ended September 30, 2023. This decrease was primarily due to yield on a lower cash balance
resulting from the acquisition of AlterG and funding of the growth of Lifeward over the past year.
49
Income Taxes
Our income tax for the three and nine months ended September 30,
2024 and 2023 was as follows (in thousands):
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
|||||||||||||||
|
2024 |
2023 |
2024 |
2023 |
|||||||||||||
|
Taxes on income |
$ |
29 |
$ |
- |
$ |
40 |
$ |
66 |
||||||||
Income taxes increased by $29 thousand, for the three months ended September 30, 2024,
compared to the three months ended September 30, 2023, mainly due to deferred taxes and timing differences in our subsidiaries.
Income taxes decreased by $26 thousand, or 39.4%, for the nine months ended September
30, 2024, compared to the nine months ended September 30, 2023, mainly due to the utilization of net operation losses forward arising
from the acquisition of AlterG.
Critical Accounting Policies and Estimates
Our condensed consolidated financial statements are prepared in accordance with U.S.
GAAP. The preparation of our condensed financial statements requires us to make estimates, judgments and assumptions that can affect the
reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. We base our estimates, judgments, and assumptions on historical
experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances
change and additional information becomes known. Besides the estimates identified above that are considered critical, we make many other
accounting estimates in preparing our condensed financial statements and related disclosures. See Note 2 to our audited consolidated financial
statements included in our 2023 Form 10-K for a description of the significant accounting policies that we used to prepare our consolidated
financial statements.
There have been no material changes to our critical accounting policies or our critical
judgments from the information provided in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Critical Accounting Policies” of our 2023 Form 10-K, except for the updates provided in Note 3 of our unaudited
condensed consolidated financial statements set forth in “Part I, Item 1. Financial Statements” of our 2024 quarterly report
on Form 10-Q.
Liquidity and Capital Resources
Sources of Liquidity and Outlook
Since inception, we have funded our operations primarily through the sale of certain
of our equity securities and convertible notes to investors in private placements, the sale of our ordinary shares in public offerings
and the incurrence of bank debt.
During the nine months ended September 30, 2024, we incurred a consolidated net loss
of $13.7 million and have an accumulated deficit in the total amount of $249.5 million. Our cash and cash equivalents as of September
30, 2024, totaled $10.7 million and our negative operating cash flow for the nine months ended September 30, 2024, was $17.7 million.
We believe that we have sufficient funds to support our operations for more than 12 months following the issuance date of our condensed
consolidated unaudited financial statements for the nine months ended September 30, 2024.
In November 2024, we began streamlining our U.S. operations, including closing two U.S.
facilities to complete the integration following the acquisition of AlterG. As a result of the organizational changes, we reduced our
total headcount by greater than 35% since the closing of the AlterG acquisition. Key functions located at the affected facilities have
been integrated into the operations of the Marlborough, Massachusetts facility, and manufacturing of the AlterG Anti-Gravity Systems will
be assumed by Cirtronics Corporation, a nationally recognized contract manufacturer specializing in the manufacture of precision medical
devices and instrumentation. We estimate that such consolidation will save the Company approximately $3 million in operating expenses
and improve gross margins when the full impact is achieved, which we expect to contribute to our goal of reducing costs and achieving
profitability.
50
We expect to incur future net losses and our transition to profitability is dependent
upon, among other things, the successful development and commercialization of our products and product candidates, the establishment of
contracts for the distribution of new product lines, or the acquisition of additional product lines, any of which, or in combination,
would contribute to the achievement of a level of revenues adequate to support our cost structure. If the Company does not achieve a level
of revenues adequate to support its cost structure, it will implement cost reduction measures. These plans may include restructuring efforts
and additional cost reductions if needed. Until we achieve profitability or generate positive cash flows, we will continue to need to
raise additional cash from time to time.
We intend to fund future operations through cash on hand, additional private and/or
public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the foregoing. In addition,
we may seek additional capital through arrangements with strategic partners or from other sources and we will continue to address our
cost structure. Notwithstanding, there can be no assurance that we will be able to raise additional funds or achieve or sustain profitability
or positive cash flows from operations.
Our anticipated primary uses of cash are (i) sales, marketing and reimbursement expenses
related to market development activities for our ReWalk Personal device and AlterG anti-gravity system, broadening third-party payor and
CMS coverage for our ReWalk Personal device and commercializing our new product lines added through distribution agreements; (ii) development
of future generation designs for our spinal cord injury device, new AlterG products utilizing DAP technology, and our lightweight exo-suit
technology for potential home personal health utilization for multiple indications; (iii) routine product updates; (iv) potential acquisitions
of businesses, such as our recent acquisition of AlterG,; and (v) general corporate purposes, including working capital needs. Our future
cash requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities,
the timing and extent of our spending on research and development efforts, the attractiveness of potential acquisition candidates, and
international expansion. If our current estimates of revenue, expenses or capital or liquidity requirements change or are inaccurate,
we may seek to sell additional equity or debt securities or arrange for bank debt financing. There can be no assurance that we will be
able to raise such funds at all or on acceptable terms.
Equity Raises
Use of Form S-3
Beginning with the filing of our Form 10-K on February 17, 2017, we were subject to
limitations under the applicable rules of Form S-3, which constrained our ability to secure capital with respect to public offerings pursuant
to our effective Form S-3. These rules limit the size of primary securities offerings conducted by issuers with a public float of less
than $75 million to no more than one-third of their public float in any 12-month period. At the time of filing our 2023 Form 10-K, on
February 27, 2024, we were subject to these limitations because our public float did not reach at least $75 million in the 60 days preceding
the filing of our 2023 Form 10-K. We will continue to be subject to these limitations until the earlier of such time as our public float
reaches at least $75 million or when we file our next annual report for the year ended December 31, 2024, at which time we will be required
to re-test our status under these rules. If our public float is below $75 million as of the filing of our next annual report on Form 10-K,
or at the time we file a new Form S-3, we will continue to be subject to these limitations, until the date that our public float again
reaches $75 million. These limitations do not apply to secondary offerings for the resale of our ordinary shares or other securities by
selling shareholders or to the issuance of ordinary shares upon conversion by holders of convertible securities, such as warrants. We
have registered up to $100 million of ordinary shares warrants and/or debt securities and certain other outstanding securities with registration
rights on our registration statement on Form S-3, which was declared effective by the SEC in May 2022.
51
Share Repurchase Program
On June 2, 2022, our board of directors approved a share repurchase program to repurchase
up to $8.0 million of our ordinary shares. On July 21, 2022, we received approval from an Israeli court for the share repurchase program.
The program was scheduled to expire on the earlier of January 20, 2023, or reaching $8.0 million of repurchases. On December 22, 2022,
our board of directors approved an extension of the repurchase program, with such extension to be in the aggregate amount of up to $5.8
million. The extension was approved by an Israeli court on February 9, 2023, and it expired on August 9, 2023.
As of September 30, 2024, pursuant to the share repurchase program, we had repurchased
a total of 574,658 of our outstanding ordinary shares at a total cost of $3.5 million.
Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (in thousands):
|
Nine Months Ended September 30, |
||||||||
|
2024 |
2023 |
|||||||
|
Net cash used in operating activities |
$ |
(17,749 |
) |
$ |
(16,183 |
) | ||
|
Net cash used in investing activities |
- |
(18,070 |
) | |||||
|
Net cash used in financing activities |
- |
(992 |
) | |||||
|
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash |
(29 |
) |
(24 |
) | ||||
|
Net cash flow |
$ |
(17,778 |
) |
$ |
(35,269 |
) | ||
Net Cash used in Operating Activities
Net cash used in operating activities increased by $1.6 million, or 9.7%, for the nine
months ended September 30, 2024 primarily due to increase in trade receivables from the timing of Medicare payments for initial claims
to be paid and increased inventory purchases for the establishment of safety stock of ReWalk systems as a result of the continuing conflict
in Israel and in preparation for the future new product introduction of the ReWalk 7.
Net Cash used in Operating Activities
Net cash used in investing activities decreased by $18.1 million, primarily due to the
acquisition of AlterG that took place in 2023.
Net Cash used in Financing Activities
Net cash used in financing activities decreased by $1 million, or 100%, for the nine
months ended September 30, 2024. The decrease is due to the repurchase of our ordinary shares under our repurchase program, which expired
on August 9, 2023.
52
Obligations and Contractual Commitments
Set forth below is a summary of our contractual obligations as of September 30, 2024.
|
Payments due by period (in dollars, in thousands) |
||||||||||||
|
Contractual obligations |
Total |
Less than 1 year |
1-3 years |
|||||||||
|
Purchase obligations (1) |
$ |
5,929 |
$ |
5,929 |
$ |
- |
||||||
|
Collaboration Agreement and License Agreement obligations (2) |
35 |
35 |
- |
|||||||||
|
Operating lease obligations (3) |
1,024 |
974 |
50 |
|||||||||
|
Earnout liability (4) |
792 |
- |
792 |
|||||||||
|
Total |
$ |
7,780 |
$ |
6,938 |
$ |
842 |
||||||
|
(1) |
We depend on one contract manufacturer, Sanmina Corporation,
for both the SCI products and the ReStore Products. We place our manufacturing orders with Sanmina pursuant to purchase orders or by providing
forecasts for future requirements. The AlterG Anti-Gravity systems were produced in Fremont, California by us and following the closure
of our Fremont manufacturing facility at the end of 2024, we have moved production to Cirtronics Corporation, a contract manufacturer.
Purchase orders are executed with suppliers based on our sales forecast. |
|
(2) |
Under the Collaboration Agreement, we were required to pay in quarterly installments
the funding of our joint research collaboration with Harvard, subject to a minimum funding commitment under applicable circumstances.
Our License Agreement with Harvard consists of patent reimbursement expenses payments and a license upfront fee payment. There are also
several milestone payments contingent upon the achievement of certain product development and commercialization milestones and royalty
payments on net sales from certain patents licensed to Harvard. All product development milestones contemplated by the License Agreement
have been met as of September 30, 2024; however, there are still outstanding commercialization milestones under the License Agreement
that depend on us reaching certain sales amounts, some or all of which may not occur. Our Collaboration Agreement with Harvard was concluded
on March 31, 2022. |
|
(3) |
Our operating leases consist of leases for our facilities in the United States and
Israel and motor vehicles. |
|
(4) |
Earnout payments based on AlterG’s revenue growth during the trailing twelve-month
periods a year following closing of the transaction. |
We calculated the payments due under our operating lease obligation for our Israeli
office that are to be paid in NIS at a rate of exchange of NIS 3.71: $1.00, and the payments due under our operating lease obligation
for our German subsidiary that are to be paid in euros at a rate of exchange of €1.00: $1.12, both of which were the applicable
exchange rates as of September 30, 2024.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements or guarantees of third-party obligations as
of September 30, 2024.
53
BUSINESS
Overview
We are a medical device company that designs, develops, and commercializes life-changing
solutions that span the continuum of care in physical rehabilitation and recovery, delivering proven functional and health benefits in
clinical settings as well as in the home and community. Our initial product offerings were the ReWalk Personal and ReWalk Rehabilitation
Exoskeleton devices for individuals with spinal cord injury (“SCI Products”). These devices are robotic exoskeletons that
are designed for individuals with paraplegia that use our patented tilt-sensor technology and an onboard computer and motion sensors to
drive motorized legs that power movement. These SCI Products allow individuals with spinal cord injury (“SCI”) the ability
to stand and walk again during everyday activities at home or in the community. In March 2023, we received 510(k) clearance from the U.S.
Food and Drug Administration (“FDA”) for the ReWalk Personal Exoskeleton with stair and curb functionality which adds usage
on stairs and curbs to the indication for use for the device in the U.S. The clearance permits U.S. customers to participate in more walking
activities in real-world environments in their daily lives where stairs or curbs may have previously limited them when using the exoskeleton
for its intended, FDA indicated uses. This feature has been available in Europe since initial CE Clearance, and real-world data from a
cohort of 47 European users throughout a period of over seven years and consisting of over 18,000 stair steps was collected to demonstrate
the safety and efficacy of this feature and support the FDA submission. In June 2024, we submitted a 510(k) premarket notification for
ReWalk 7 Personal Exoskeleton device, a next-generation ReWalk model, and such 510(k) is pending FDA review.
We have sought to expand our product offerings beyond the SCI Products through internal
development and distribution agreements. We have developed our ReStore Exo-Suit device (the “ReStore”), which we began commercializing
in June 2019. The ReStore is a powered, lightweight soft exo-suit intended for use during the rehabilitation of individuals with lower
limb disabilities due to stroke. During the second quarter of 2020, we finalized and moved to implement two separate agreements to distribute
additional product lines in the United States. We are the exclusive distributor of the MYOLYN MyoCycle FES Pro cycles to U.S. rehabilitation
clinics and for the MyoCycle Home cycles available to US veterans through the Veterans Health Administration (“VHA”) hospitals.
On August 11, 2023, we made our first acquisition to supplement our internal growth
when we acquired AlterG, a leading provider of anti-gravity system for use in physical and neurological rehabilitation. We paid a cash
purchase price of approximately $19 million at closing and additional cash earnouts (initially estimated to be approximately $4 million
in the aggregate) may be paid based upon a percentage of AlterG’s year-over-year revenue growth over the two years following the
closing. The AlterG anti-gravity systems use patented, National Aeronautics and Space Administration-derived Differential Air Pressure
(“DAP”) technology to reduce the effects of gravity and allow people to rehabilitate with finely calibrated support and reduced
pain. AlterG anti-gravity systems are utilized in over 4,000 facilities globally in more than 40 countries. We will continue to evaluate
other products for distribution or acquisition that can broaden our product offerings further to help individuals with neurological injury
and disability.
We are in the research stage of ReBoot, a personal soft exo-suit for home and community
use by individuals post-stroke, and we are currently evaluating the reimbursement landscape and the potential clinical impact of this
device. This product would be a complementary product to ReStore as it provides active assistance to the ankle during plantar flexion
and dorsiflexion for gait and mobility improvement in the home environment, and it received Breakthrough Device Designation from the FDA
in November 2021. Further investment in the development path of the ReBoot has been temporarily paused in 2023 pending further determination
about the clinical and commercial opportunity of this device.
Our principal markets are primarily in the United States and Europe with some lesser
sales to Asia, the Middle East and South America. We sell our products primarily directly in the United States, through a combination
(depending on the product line) of direct sales and distributors in Germany, Canada, and Australia, and primarily through distributors
in other markets. In our direct markets, we have established relationships with clinics and rehabilitation centers, professional and college
sports teams, and individuals and organizations in the spinal cord injury community, and in markets where we do not sell direct to customers,
our distributors maintain these relationships. We have offices in Marlborough, Massachusetts, Yokneam, Israel, Berlin, Germany, and Fremont,
California from where we operate our business.
54
We have in the past generated and expect to generate in the future revenue from a combination
of clinics and rehabilitation centers, commercial distributors, third-party payors (including private commercial and government payors),
professional and college sports teams, and self-pay individuals. While a broad uniform policy of coverage and reimbursement by third-party
commercial payors currently does not exist in the United States for exoskeleton technologies such as the ReWalk Personal Exoskeleton,
we are pursuing various paths for coverage and reimbursement and support fundraising efforts by institutions and clinics, such as the
VHA policy that was issued in December 2015 for the evaluation, training, and procurement of ReWalk Personal Exoskeleton systems for all
qualifying veterans suffering from SCI across the United States.
We have also been pursuing updates with the Centers for Medicare and Medicaid Services
(“CMS”), to clarify the Medicare coverage category (i.e., benefit category) applicable for personal exoskeletons. In 2022,
the National Spinal Cord Injury Statistical Center (“NSCISC”) reported that Medicare and Medicaid are the primary payors for
approximately 57% of the SCI population which are at least five years post their injury date, with Medicare representing a majority of
this percentage. In July 2020, following a successful submission and hearing process, a Healthcare Common Procedure Coding System (“HCPCS”)
code K1007 was issued (effective October 1, 2020) for lower-limb exoskeletons, including the ReWalk Personal Exoskeleton, which may be
used for purposes of claim submission to Medicare, Medicaid, and other payors.
On November 1, 2023, CMS released the Calendar Year 2024 Home Health Prospective Payment
System Final Rule, CMS-1780-F (“Final Rule”), which was adopted through the notice and comment rulemaking process. The Final
Rule, which went into effect on January 1, 2024, includes a policy confirming that personal exoskeletons will be included in the Medicare
brace benefit category. Medicare personal exoskeleton claims with dates of service on or after January 1, 2024 that are billed using HCPCS
code K1007 will be assigned to the brace benefit category. CMS reimburses items classified under the brace benefit category using a lump
sum payment methodology.
On April 11, 2024, CMS revised its April 2024 Durable Medical Equipment, Prosthetics,
Orthotics, and Supplies (“DMEPOS”) Fee Schedule to include a final lump-sum Medicare purchase fee schedule amount for personal
exoskeletons (HCPCS code K1007) with an established rate of $91,032. The final payment determination was made by CMS by applying a “gap
filling” process, which was used in light of CMS determining that the code describing the technology has no fee schedule pricing
history and that lower extremity exoskeletons incorporate “revolutionary features” that cannot be described by or considered
comparable to any other existing code or combination of codes. As part of gap-filling, CMS utilizes verifiable supplier or commercial
pricing information and adjusts this pricing information according to a deflation and update factor methodology. In applying this formula
to the K1007 code describing the ReWalk Personal Exoskeleton, CMS says that it calculated this final payment amount by averaging pricing
information for exoskeleton devices from Lifeward and other manufacturers.
In Germany, we continue to make progress toward achieving coverage from the various
government, private and worker’s compensation payors for our SCI Products. In September 2017, each of German insurer BARMER GEK
(“BARMER”) and national social accident insurance provider Deutsche Gesetzliche Unfallversicherung (“DGUV”), indicated
that they will provide coverage to users who meet certain inclusion and exclusion criteria. In February 2018, the head office of German
Statutory Health Insurance (“SHI”) Spitzenverband (“GKV”) confirmed their decision to list the ReWalk Personal
Exoskeleton system in the German Medical Device Directory. This decision means that ReWalk is listed among all medical devices for compensation,
which SHI providers can procure for any approved beneficiary on a case-by-case basis. During the year 2020 and 2021, we announced several
new agreements with German SHIs, including TK and DAK Gesundheit, as well as the first German Private Health Insurer (“PHI”),
which outline the process of obtaining our devices for eligible insured patients. We are also currently working with several additional
SHIs on securing a formal operating contract that will establish the process of obtaining a ReWalk Personal Exoskeleton for their beneficiaries
within their system. Additionally, to date, several private insurers in the United States and Europe are providing reimbursement for ReWalk
in certain cases.
55
Walk Personal Exoskeleton and ReWalk Rehabilitation Exoskeleton
Development of our SCI Products took over a decade and was spurred by the experiences
of our founder, Dr. Amit Goffer, who became a quadriplegic due to an accident. Current ReWalk designs are intended for people with paraplegia,
an SCI resulting in complete or incomplete paralysis of the legs, who have the use of their upper bodies and arms. We currently offer
two products in this category: the ReWalk Personal Exoskeleton and the ReWalk Rehabilitation Exoskeleton. The ReWalk Rehabilitation Exoskeleton
is substantially similar to the ReWalk Personal Exoskeleton system except that it is sold with multiple sizes of our adjustable parts
to allow different users the ability to train within a clinic.
The ReWalk Personal Exoskeleton is a novel product that seeks to fundamentally change
the health and life experiences of users. Designed for daily use, the device is battery-powered and consists of a wearable exoskeleton
with integrated motors at the joints, an array of sensors and a computer-based control system to power knee and hip movement. The user
controls the device movement using a combination of user inputs on the wrist-worn controller, as well as through subtle weight shifts
of the upper body. Because the exoskeleton supports its own weight and facilitates the user’s gait, users do not expend unnecessary
energy while walking. The ReWalk Personal Exoskeleton also allows users to sit, stand and climb and descend stairs and curbs. In March
2023, the FDA cleared the ReWalk Personal Exoskeleton for use on stairs and curbs, allowing users to participate in walking activities
in more real-world environments in their daily lives and experience more opportunities to enjoy the health benefits of walking.
|
● ReWalk Personal Exoskeleton: intended for everyday use
at home, at work or in the community with a trained companion. We began marketing ReWalk Personal Exoskeleton in Europe with CE mark clearance
at the end of 2012. We received FDA clearance to market the ReWalk Personal Exoskeleton in the United States in June 2014. ReWalk Personal
Exoskeleton units are all manufactured according to the same mechanical specifications. Each unit is then permanently sized to fit the
individual user and the software is configured for the user’s specifications by the rehabilitation center, clinic, or distributor.
We are currently offering our 6th generation device (6.0) with current research and development for our 7th generation device (7.0).
● ReWalk Rehabilitation Exoskeleton: the current offering
for clinics who wish to implement exoskeleton training is composed of our Rewalk Personal Exoskeleton unit along with multiple sizing
of different parts, enabling multiple patient use. The ReWalk Rehabilitation Exoskeleton provides a valuable means of exercise, training,
and therapy. Use of the ReWalk Rehabilitation Exoskeleton in the clinic also enables individuals to evaluate their capacity for using
the ReWalk Personal Exoskeleton in the future. |
ReWalk Personal Exoskeleton | |
 |
Additionally, we have received regulatory approval to sell the ReWalk Personal Exoskeleton
device in other countries. In the future we intend to seek approval from the applicable regulatory agencies in other jurisdictions where
we may seek to market ReWalk Personal Exoskeleton.
Overview of Spinal Cord Injury
Spinal Cord Injury
The spine is the central core of the human skeleton and provides structural support,
alignment, and flexibility to the body. The spinal cord, housed inside the bones of the spinal column, is a complex bundle of nerves serving
as the main pathway for information connecting the brain, and nervous system. Spinal cord injury is a serious medical condition that occurs
as a result of physical damage to the nerves of the spinal cord, resulting in a loss of function, such as mobility or feeling. In most
people who have spinal cord injury, the spinal cord is intact. Spinal cord injury is not the same as back injury, which may result from
pinched nerves or ruptured disks. Even when a person sustains a break in a vertebra or vertebrae, there may not be any spinal cord injury
if the spinal cord itself is not affected. There are two types of spinal cord injury - complete and incomplete. In a complete injury,
a person loses all ability to feel and voluntarily move below the level of the injury. In an incomplete injury, there is some functioning
below the level of the injury.
56
Upon medical examination, a patient is assigned a level of injury depending on the location
of the spinal cord injury. Cervical level injuries cause paralysis or weakness in both arms and legs and is referred to as quadriplegia.
Sometimes this type of injury is accompanied by loss of physical sensation, respiratory issues, bowel, bladder, and sexual dysfunction.
Thoracic level injuries can cause paralysis or weakness of the legs (paraplegia) along with loss of physical sensation, bowel, bladder,
and sexual dysfunction. In most cases, arms and hands are not affected. Lumbar level injuries result in paralysis or weakness of the legs
(paraplegia). Loss of physical sensation, bowel, bladder, and sexual dysfunction can occur. The shoulder, arm, and hand functions are
usually unaffected. Sacral level injuries primarily cause loss of bowel and bladder function as well as sexual dysfunction.
Clinical Evidence
Published clinical studies indicate the ReWalk Personal Exoskeleton’s ability to deliver a functional
walking speed. In addition, certain potential secondary health benefits have been reported by healthcare practitioners and ReWalk users,
including study participants. Although these benefits have not been established as conclusive clinical data in randomized controlled trials,
these reported secondary health benefits include:
| • |
reduced pain; |
| • |
improved bowel and urinary tract function; |
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reduced spasticity; |
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increases in joint range of motion for the hip and ankle joints; |
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improved sleep and reduced fatigue; |
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increase in oxygen uptake and heart rate as a result of walking as opposed to sitting and standing; |
| • |
ability to ambulate at a speed greater than 0.4 meters per second, which is considered to be conducive to outdoor related community
ambulation; and |
| • |
reduced hospitalizations |
We believe that using our SCI Products may have the ability to reduce the lifetime healthcare
costs of individuals with spinal cord injuries, which we believe will make our SCI Products economically attractive for individuals and
third-party payors. While we believe that using our SCI Products could potentially offer significant advantages over competing technologies
and therapies, disadvantages include the time it takes for a user to put on the device, the slower pace of the device compared to a wheelchair,
the training required by the user and companion to use the device, the weight of the device when carried, which makes it more burdensome
for a companion to transport than a wheelchair, and the requirement that users be accompanied by a trained companion.
Market Opportunity
Current and near-term market opportunities include providing a solution for persons
with SCI that can be used in the clinic and/or home settings. For persons with SCI, reduced physical activity and the predominance of
seated activities can lead to severe physical and psychological deterioration, resulting in bad health, poor quality of life, low self-esteem,
and high medical expenses. In addition, the secondary medical consequences of paralysis can include difficulty with bowel and urinary
tract function, osteoporosis, loss of lean mass, gain in fat mass, insulin resistance, diabetes, and heart disease. The cost of treating
these conditions is substantial. The NSCISC estimates that complications related to paraplegia cost approximately $500,000 in the first-year
post-injury, excluding indirect costs such as loss in wages, fringe benefits, and productivity, and significant additional amounts over
the course of an individual’s lifetime. Further, secondary complications related to spinal cord injury can reduce life expectancies
for SCI patients. The young average age at time of injury and significant remaining life expectancy, the likelihood of living at home,
and the lifetime cost of treatment highlight the need for an out-of-hospital solution with demonstrated health and social benefits.
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The NSCISC estimates according to its 2023 SCI Data Sheet that there are 302,000 people
in the United States living with SCI, with an annual incidence of approximately 18,000 new cases per year. According to the VHA data there
are approximately 42,000 of such patients who are veterans and are eligible for medical care and other benefits from the VHA, out of which
the VHA states that 27,000 veterans are receiving SCI treatment annually. With 25 VHA spinal cord injury centers designated SCI/D Hub
locations, the VHA has the largest single network of spinal cord injury care in the United States.
The University of Alabama-Birmingham Department of Physical Medicine and Rehabilitation
operates the NSCISC, which maintains the world’s largest database on spinal cord injury research. Since 2015, motor vehicle crashes
have been the leading cause of reported spinal cord injury cases (38%), followed by falls (32%), acts of violence (15%) and sports injuries
(8%). Approximately 79% of spinal cord injuries occur among the male population. According to NSCISC data, upon hospital discharge, 87%
of persons with spinal cord injuries are sent to private, non-institutional residence (in most cases, their homes prior to injury).
Based on information from the 2022 annual report published by the NSCISC, 40% of the
total U.S. population of SCI patients suffered injuries between levels T4 and L5. Four published ReWalk trials for SCI patients had an
aggregate screening acceptance rate of 50% considering all current FDA limitations, resulting in an estimated 20% of the total population
of SCI patients can be considered as candidates for current ReWalk Personal Exoskeleton or ReWalk Rehabilitation Exoskeleton according
to the device instructions for use. For important qualifying information about this determination, see “Part I, Item 1A. Risk Factors-Risks
Related to our Business and our Industry-The market for medical exoskeletons, including soft exo-suit devices, remains relatively new
and unproven, and important assumptions about the potential market for our current and future products may be inaccurate.”
Third-Party Reimbursements
United States
In the U.S., individuals typically obtain a ReWalk Personal Exoskeleton for home use
through third-party medical coverage. For an individual who suffered an SCI through a work-related incident, workers’ compensation
insurance can be a source of funding to purchase the device. Similarly, for U.S. veterans, an individual may be covered by the VHA for
the purchase of the device regardless of whether the SCI occurred during active military service.
In December 2014, the VHA issued a national policy or standard operating procedure (“SOP”)
for the evaluation, training, and procurement of ReWalk Personal Exoskeleton systems for all qualifying veterans across the United States
and U.S. Territories. The VHA SOP is the first national coverage policy in the United States for qualifying individuals who are living
with spinal cord injury. In June 2018, the VHA updated the SOP, in part, to expand training options for individuals who could not complete
the mandatory training due to excessive distance/drive times from a VHA-designated site. As of December 31, 2023, we had placed 42 units
as part of the VHA policy. The VHA accounted for 12% of our total revenue for the year ended December 31, 2023.
We continue to work with the VHA to both accelerate the pace of implementation of the
current VHA policy nationally, and to again expand opportunities for veterans to gain access to assessments, training, and devices in
facilities outside VHA’s traditional spinal cord injury “hub and spoke” infrastructure. Community-based, non-VHA clinics
are also being leveraged to allow veterans to be trained closer to their homes, while still being reimbursed by the VHA as part of the
VHA’s Community Care Network program.
Successful commercialization depends in significant part on adequate coverage and reimbursement
from third party payors, which may include government payors (such as Medicare and Medicaid programs in the United States), managed care
organizations, and private health insurers. In general, each third-party payor decides which devices will be covered and reimbursed, establishes
reimbursement and co-pay levels and sets conditions for coverage and reimbursement.
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While no broad uniform policy of coverage and reimbursement for electronic exoskeleton
medical technology exists among commercial insurance payors in the United States, reimbursement may be evaluated by the payor on a case-by-case
basis. To date, payments for the ReWalk Personal Exoskeleton have been made primarily through case-by-case determinations by third-party
payors, including commercial insurers in the United States, by self-payors and donations and, to a lesser extent, through the use of funds
from insurance and/or accident settlements.
As of December 31, 2023, we had 21 cases pending in the United States for private insurance
and CMS coverage decisions.
According to the NSCISC 2022 annual report, approximately 57% of the spinal cord injury
population received primary coverage from Medicare and Medicaid within five years after their injury date, with Medicare representing
the larger primary payor.
In order to be covered and reimbursed by Medicare, the ReWalk Personal Exoskeleton must,
among other things, be classified into an applicable Medicare benefit category. In addition, appropriate codes describing the technology
must also be established to facilitate billing and claims processing.
In December 2019, we submitted the first application for a unique code to describe the
ReWalk Personal Exoseleton and, in July 2020, a unique code was issued for ReWalk Personal Exoskeleton. On November 1, 2023, CMS released
the Final Rule, which was adopted through the notice and comment rulemaking process. The Final Rule includes a policy confirming that
personal exoskeletons are included in the Medicare brace benefit category Medicare personal exoskeleton claims with dates of service on
or after January 1, 2024 that are billed using HCPCS code K1007 will be assigned to the brace benefit category. CMS reimburses items classified
under the brace benefit category using a lump sum payment methodology.
On November 29, 2023, CMS included the “ReWalk Personal Prosthetic Exoskeleton
System” in the HCPCS public meeting, where the agency had proposed a preliminary payment determination of $94,617 for HCPCS code
K1007. The preliminary payment determination was made by CMS by applying a “gap filling” process, which was used in light
of CMS determining that the code describing the technology has no fee schedule pricing history and that lower extremity exoskeletons incorporate
“revolutionary features” that cannot be described by or considered comparable to any other existing code or combination of
codes. As part of gap-filling, CMS stated that it relied on information about average prices from 2020 market transactions for which CMS
had data. In the agenda describing the preliminary payment determination, CMS noted that it would welcome information on updated verifiable
market transactions. We participated in the HCPCS meeting process to provide additional information to help ensure that the final payment
determination accurately reflects current pricing information related to the market of lower-limb exoskeleton devices, including the current
ReWalk Personal Exoskeleton. On April 11, 2024, CMS revised its April 2024 Durable Medical Equipment, Prosthetics, Orthotics, and Supplies
(“DMEPOS”) Fee Schedule to include a final lump-sum Medicare purchase fee schedule amount for personal exoskeletons (HCPCS
code K1007) with an established rate of $91,032.
As part of our plan for growth, we intend to continue working with both national and
regional commercial insurance companies, health care practitioners, physicians, researchers, and the SCI community to support efforts
to demonstrate the benefits of our SCI Products. In addition, we plan to pursue potential coverage policies with third party payors based
on supportive data and appeal rulings that have deemed exoskeleton devices a “medically necessary” under the standard of care
for individuals with SCI. Our efforts in the future will be focused on continued education of third-party payors through data application,
supporting clinical trials to demonstrate the clinical benefits of using the SCI Products, working with advocacy groups, ongoing communication
as well continuing to seek greater clarity regarding Medicare coverage and reimbursement standards applicable to the ReWalk Personal Exoskeleton.
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Europe
Reimbursement for ReWalk in Europe varies by country and historically certain third-party
payors have provided reimbursement for our products in certain cases in Germany and Italy.
We initially focused our European efforts in Germany where we continue to make progress
toward achieving ReWalk coverage from the various government, private, and workers’ compensation payors. Specifically:
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In September 2017, the German insurer BARMER confirmed it will provide ReWalk systems to all qualifying
beneficiaries. BARMER provides coverage for nearly nine million people in Germany, as a member of the SHI network and one of the most
significant national insurers in the country. Exoskeletons are provided to users that meet certain inclusion criteria and assessment by
the German Health Insurance Medical Service (Medizinischer Dienst der Krankenversicherungen) before and after training. We remain in discussion
with BARMER regarding a contract based on their 2017 decision.
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In September 2017 Germany’s national social accident insurance provider, DGUV, indicated that the
DGUV’s member payors, including the health insurance association Berufsgenossenschaft (also
known as BG) and state insurers, will approve the supply of exoskeleton systems for qualifying beneficiaries on a case-by-case basis.
DGUV is comprised of 36 different insurers, which provide coverage for more than 80 million individuals in Germany. Per the agreement,
eligible individuals go to BG clinics for evaluation as a part of the procurement. In May 2020 the DGUV agreed to a binding offer to the
evaluation, training, and supply of the ReWalk Personal Exoskeleton to qualified individuals.
| |
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In February 2018, the GKV-Spitzenverband (Central Federal Association of (the) Statutory Health Insurance
Funds) confirmed its decision to list the ReWalk Personal Exoskeleton system in the German MDD, a comprehensive list of all medical devices
which are principally and regularly reimbursed by German SHI and PHI providers. The ReWalk Personal was added to the official German list
of medical aids, code number 23.29.01.2001, in June 2018. This decision means that ReWalk Personal Exoskeleton is listed among all medical
devices for compensation, which SHI providers can procure for any approved beneficiary on a case-by-case basis.
| |
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During the year 2020 we announced several new agreements with SHIs such as TK and DAK-Gesundheit and others
as well as the first PHI that chose to enter into an agreement with us that outline the process to obtaining a device for eligible insured
patients.
| |
|
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In March 2021 we entered into a contract with BKK Mobile Oil health insurance to supply ReWalk’s
Personal Exoskeleton to eligible persons in Germany.
| |
|
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In June 2020, BARMER appealed the decision of the State Social Court, which ordered the supply of the SHI’s
insured SCI person with ReWalk. The State Social Court ruled and deemed ReWalk as the medical aid which will directly compensate the plaintiff’s
disability. BARMER initially appealed this ruling with the Federal Social Court (Bundessozialgericht),
but later, in November 2022, withdrew its pending case and accepted the prior ruling from the state court that exoskeletons are considered
as a direct disability compensation. This outcome means that an eligible insured person with spinal cord injury (SCI) in Germany has a
legal basis for the supply of an exoskeleton as an orthopedic aid for direct disability compensation. Patients in Germany who are covered
under these contracts and policies must be medically evaluated for their eligibility to use the ReWalk Personal Exoskeleton device. If
medically qualified, the patient, along with his or her physician, must apply for coverage of the device. If a patient is found eligible
and medically fit to use our ReWalk Personal Exoskeleton device, we first enter into a rental agreement which allows the patient the necessary
period to train on how to use the device which usually takes between 3 to 6 months and then after approval from the insurer the patient
receives a personal device to use at home or in the community. We are currently working with several additional SHIs and PHIs on securing
a formal operating contract that will establish the process of obtaining a ReWalk Personal Exoskeleton for their beneficiaries within
their system. |
As of December 31, 2023, there were 49 insurance cases pending in Germany. We believe
that our recent coverage decisions and the existing claims will eventually lead other German insurers to provide coverage on a broader
scale, but this is not guaranteed.
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We continue to support clinical research and academic publications, which we believe
will further support the case for coverage.
We have distribution agreements in several European countries where we also had success
with reimbursement by private insurers and worker’s compensation. One of the examples was achieved in March 2018, when the Italian
Ministry of Labor and Social Policy’s statutory insurance corporation put in place a coverage policy that will provide exoskeleton
systems for all qualifying beneficiaries. This policy, the first of its kind in Italy, provides individuals with spinal cord injury access
to obtain their own ReWalk Personal Exoskeleton device so that they can stand and walk again. Since the initiation of coverage, we have
supplied 10 units through our Italian distributor to individuals covered by this policy.
Other Funding Sources
In addition to being funded by third-party payors, including private insurance plans,
government programs such as the VHA, and workers’ compensation plans, ReWalk Personal Exoskeleton is also funded by self-payors.
This includes individuals who purchase ReWalk with funds from legal settlements with insurance companies or third parties.
AlterG Anti-Gravity System
The DAP technology that underpins our AlterG Anti-Gravity systems was originally developed by researchers
at the NASA Moffet Field Research Center to help astronauts maintain their muscle strength and bone density during extended periods in
space outside of the effects of earth’s gravity. The DAP technology was used to create a pressurized bubble that could exert pressure
on an astronaut while exercising to simulate the impact of gravity. While the technology ultimately was never implemented by NASA, it
also had promise for use on earth.
The DAP technology was modified by the founders of AlterG, Inc. for the opposite purpose of using the buoyancy
of a pressurized air chamber to uniformly reduce gravitational load and body weight. With subsequent product development, the initial
AlterG Anti-Gravity system design was supplemented with other complementary features. Our current models utilize a precise air calibration
system which modulates the air pressure supporting the user 100 times a second to ensure precise and consistent weight displacement that
allows for modification of the pressurized support in one-percent increments of each user’s weight. Additionally, the AlterG systems
can be fitted with cameras for live video monitoring and pressure sensors that track the user’s gait pattern.
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Our proprietary Stride Smart software can provide real-time data and analytics so that the user can watch
and self-correct gate abnormalities. Clinicians also can simultaneously read and respond to five gait assessment key performance indicators
(“KPIs”). The five KPIs include:
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weight-bearing symmetry; | |
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step length symmetry; | |
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stance time symmetry; | |
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cadence (stepping frequency); and | |
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pain level. |
The Stride Smart software provides clinicians with clear, objective data with which
to assess, adjust, and modify a patient’s rehabilitation progress. Since Stride Smart collects and presents patient gait data automatically,
clinicians can focus their efforts rehabbing the patient and selecting the data most useful to their gait analysis and correction recommendations.
Based on usage patterns and feedback of clinicians, we believe that the AlterG Anti-Gravity
system provides a versatile tool for the rehabilitation of lower extremity injuries and conditions. By treating a broad range of conditions
and facilitating faster recovery times, the AlterG Anti-Gravity system enables rehabilitation clinics the opportunity to gain more referrals,
increase the throughput of the facility, and improve the productivity of the staff.
We offer a range of AlterG Anti-Gravity systems depending on the needs and budget of each customer as follows:
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FIT - This is the entry-level and most affordable model of anti-gravity system. In addition to the standard
DAP technology, the FIT also includes live video monitoring. The treadmill is equipped to run at up to 12 miles per hour (“mph”)
in forward and 3 mph in reverse with a maximum incline of 15 degrees; | |
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VIA - The mid-range model has the features of the FIT, plus the inclusion of the Stride Smart analytics
and the AlterG Assistant; and | |
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PRO - The PRO is our top-of-the-line model for sports medicine applications with utilization by professional
and collegiate athletes. The PRO includes all the features of the VIA, plus several additional features that add durability and accommodate
elite user performance. The treadmill is a high-performance slat belt design equipped to run at up to 18 m.p.h in forward and 10 m.p.h
in reverse. |
In addition to sales of the AlterG Anti-Gravity systems, we also provide consumables
and services that support the utilization of the installed base. For example, the AlterG systems require the users to wear proprietary
shorts that zip the user into the air chamber to create the seal to retain the air that pressurizes the chamber. With frequent use, these
shorts need to be periodically replaced. Additionally, we maintain a network of approximately 40 contract service engineers who perform
the installation, maintenance, and repair work. As the 12-month assurance warranties expire, we market extended service contracts which
can provide a recurring revenue base that can grow with the size of the installed base.
The potential market for AlterG Anti-Gravity systems is large and fragmented with several
types of facilities that treat patients with conditions who could benefit from rehabilitation using partial weight displacement. According
to the MedPAC 2021 Report, there are approximately 1,150 inpatient rehabilitation facilities in the U.S. These facilities treat patients
with a range of conditions including stroke, lower extremity fractures, joint replacements, neurological conditions and brain injury,
cardiac conditions, and other types of orthopaedic conditions. Depending on the specific details of each case, many of these patients
are candidates for therapy using partial weight displacement. Globally, we estimate that there are approximately 3,500 inpatient rehabilitation
facilities that are comparable in budget and quality of care to those in the U.S.
The largest potential market for the AlterG Anti-Gravity are outpatient clinics, some
of which are in national and regional affiliations and most of which are independent facilities. According to the IBIS World website (which
tracks the number of physical therapy rehabilitation centers), there are approximately 44,000 outpatient clinics in the U.S. These facilities
treat patients with less severe conditions than inpatient facilities with a greater mix of patients skewed towards lower extremity fractures,
joint replacements, and other types of orthopedic conditions. Globally, we estimate that there are over 100,000 outpatient clinics based
on scaling of population and standard of living that there are over 100,000 outpatient clinics. One other major segment of the market
for AlterG systems consists of professional and elite level sports teams, including major university and college sports programs.
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These teams use the AlterG Anti-Gravity system to assist their players in maintaining higher levels of
fitness and accelerating the recovery time from sports-related injuries. Based on our internal estimates of the market, we believe that
there are approximately 1,400 sports programs in the U.S. who are potential AlterG customers. Globally, we estimate this figure to be
greater than 4,000 teams.
|
ReStore Exo-Suit
In June 2017 we unveiled our lightweight exo-suit ReStore system designed initially for rehabilitation
of stroke patients. The patented soft exo-suit technology was originally developed at Harvard University’s Wyss Institute for Biologically
Inspired Engineering (“Harvard”), where it also underwent initial clinical testing that demonstrated potential to improve
walking for stroke survivors. ReWalk and Harvard entered into a multi-year research collaboration agreement in 2016 which provides ReWalk
license to intellectual property relating to lightweight exo-suit system technologies for lower limb disabilities and provides access
to future innovations that emerge from this collaboration and may be relevant to additional stroke products or other therapies. The development
and regulatory clearance process for ReStore took us approximately three years. We received FDA clearance for ReStore in June 2019 and
CE clearance in May 2019. Following the regulatory clearances, we began to commercialize the ReStore product. |
 ReStore Exo-Suit
|
The ReStore product consists of a soft, fabric-based design that connects to a lightweight
waist pack and mechanical cables that help lift the patient’s affected leg in synchronized timing with their natural walking pattern.
The lightweight structure wraps around the waist and supports an actuator with a motor, computer, and cable, along with sensors attached
to a stable point on the user’s calf and footplate in the user’s shoe. This design provides targeted mechanical assistance
to the patient’s ankle during forward propulsion (plantarflexion) and ground clearance (dorsiflexion), two key phases of the gait
cycle. The ReStore system is designed to provide advantages to stroke rehabilitation clinics and therapists as compared to other traditional
therapies and devices by enabling the therapist to specifically target and train for improved propulsion symmetry, which is a key contributor
to improved walking speed and efficiency for patients recovering from stroke.
Published clinical trials using the soft exo-suit design on stroke patients have shown
varying levels of improvements, with the main ones being improved walking speed, improved propulsion symmetry, reductions in compensatory
behaviors including paretic hip hiking and circumduction as well as reduction in metabolic burden associated with post stroke walking.
There are additional studies on-going with the ReStore device that examine the improvement in walking speed following training with the
soft exo-suit as well as comparing the results of traditional training with soft exo-suit training.
The main market for ReStore is rehabilitation clinics with a stroke therapy program
or clinics that would like to broaden their stroke presence. This product is marketed and sold directly to rehabilitation clinics for
use during the treatment of their patients which is generally reimbursed by commercial and government payors. During the second half of
2019 we expanded our sales and marketing presence in the United States to accelerate product penetration after receiving FDA and CE clearance.
These efforts were adversely impacted by the COVID-19 pandemic, as clinics and hospitals shifted resources and attention during the pandemic.
During 2023, new research has been published on the clinical efficacy using ReStore in stroke rehabilitation and we see this technology
as a building block for future portfolio development. Geographically, the ReStore system is commercially available through our direct
sales teams in the United States and Germany.
Stroke incidence rate in the United States is approximately 800,000 incidences per year
and the survival rate is approximately 80%. Of this stroke population, 80% are left with some type of lower limb disability. This patient
population seeks treatment in one of the approximately 1,600 primary and comprehensive inpatient, outpatient, and rehabilitation clinics
providing therapy to stroke patients. With the clinical evidence we have to date on ReStore, its unique design and its cost-effectiveness
compared to other products, we believe the ReStore soft exosuit has an opportunity to be adopted by clinics for use in therapy of their
stroke patients. However, we also recognize that the process to achieve that might be long and will likely only occur once national or
regional healthcare providers include the device within their stroke therapy programs. We also believe that to accelerate adoption, further
clinical evidence is required as well as continued education on the new ReStore design and its unique advantages compared to current therapies
and products.
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As of December 31, 2023, and December 31, 2022, we had placed 42 and 33 ReStore units,
respectively.
ReBoot Product
We are also in the research stage of ReBoot, a soft exoskeleton for stroke home and
community use, and are currently evaluating the reimbursement landscape and the potential clinical impact of this device. This product
would be a complementary product to ReStore, and it received Breakthrough Device Designation from the FDA in November 2021. The ReBoot
is a lightweight, battery-powered exo-suit intended to assist ambulatory functions in individuals with reduced ankle function related
to neurological injuries, such as stroke. The ReBoot is a customizable personalized device intended for home and community use with an
estimated market of approximately 400,000 annual stroke patients who require walking assistance after being discharged home. Further investment
in the development path of the ReBoot was paused in 2023 pending further determination about the clinical and commercial opportunity of
this device.
Sales and Marketing Activities
With added resources from the AlterG acquisition, we have created a U.S. commercial
team that we believe has the capacity and capabilities to support a broad range of physical and neurological rehabilitation products for
use in facilities, the home and the community. As part of this integration, we have rebranded our company under the name Lifeward, to
emphasize our commitment to pioneering a portfolio of innovative technologies to empower the pursuit of life’s ambitions in the
face of physical limitation or disability. For the sake of clarity, we will continue to use the ReWalk name to designate our line of Exoskeleton
products and the AlterG name to describe our line of anti-gravity systems.
In the U.S., our commercial efforts are direct sales focused generally on rehabilitation
centers, hospitals, rehabilitation clinics, and similar facilities that treat patients who could benefit from offerings within our portfolio
of products. We market our facility-based products, such as the AlterG and the MyoCycle Pro to these institutions for their use in providing
care to their patients. We also market our home-based products, such as the ReWalk Personal Exoskeleton or MyoCycle Home, to physicians
and physical therapists for referrals to individuals who could benefit from these devices as part of a home-based activity regimen that
elevates the health and wellness of these individuals. Additionally, some sales of the ReWalk Personal Exoskeleton or MyoCycle Home are
also generated from referrals through the spinal cord injury community and direct inquiries from potential users through our different
marketing efforts. Beyond healthcare facilities, we also market our AlterG systems to professional and college sports teams who use the
systems to help their athletes recover from lower extremity sports injuries.
Outside the U.S., our distribution varies depending on the product and the geographic
market. We market our ReWalk Personal Exoskeleton product directly in Germany and primarily through third-party distributors, who maintain
the customer relationships, in our other markets. We market our AlterG systems directly in Canada and Australia, and in other territories
utilize a network of over 40 third-party distributors who generally have exclusivity in their respective geographic territories.
As of December 31, 2023, we had placed 131 ReWalk Rehabilitation Exoskeleton units in
use at rehabilitation centers and 598 ReWalk Personal Exoskeleton units in a home or community use, compared to 128 ReWalk Rehabilitation
Exoskeleton units and 572 ReWalk Personal Exoskeleton units as of December 31, 2022. We estimate the installed base of AlterG systems
is over 6,000 installed units worldwide as of December 31, 2023. On April 11, 2024, CMS revised its April 2024 Durable Medical Equipment,
Prosthetics, Orthotics, and Supplies (“DMEPOS”) Fee Schedule to include a final lump-sum Medicare purchase fee schedule amount
for personal exoskeletons (HCPCS code K1007) with an established rate of $91,032. We intend to continue aggressively targeting the eligible
Medicare customer base for growth while also continuing to focus on expanding commercial and other reimbursement coverage. Additionally,
with our increased direct sales resources and distributor network, we also expect to greater penetrate the base of facilities which could
utilize AlterG systems for rehabilitation of their patients.
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Competition
The market in which we operate is characterized by active competition and rapid technological
change, and we expect competition to increase. Competition arises from providers of other mobility systems and prosthetic devices used
in the clinic and/or home settings.
We are aware of several other companies developing competing technology and devices,
and some of these competitors may have greater resources, greater name recognition, broader product lines, or larger customer bases than
we do.
Our principal competitors in the medical exoskeleton market consist of Ekso Bionics
(NASDAQ: EKSO), Rex Bionics Pty, Cyberdyne (Tokyo Stock Exchange: 7779), FREE Bionics, DIH (formerly known as Hocoma), Wandercraft, and
Bioness (acquired by Bioventus (NASDAQ: BVS). The competitors’ products may also compete with the ReStore soft exo-suit, as well
as manual forms of gait training which do not involve robotic assistive devices.
We believe that our ReWalk Personal Exoskeleton possesses key competitive advantages
over these companies’ products, such as our tilt-sensor technology that provides a self-initiated walking experience, six degrees
of freedom which enable a more natural gait, faster functional walking speed, the ability to support its own weight, and broad user specifications.
In addition, ReWalk Personal Exoskeleton is the only medical exoskeleton with FDA and CE clearance for use on stairs and curbs, which
greatly improves the ability to use the device in everyday real-world environments.
We believe that our ReStore soft exo-suit device has several competitive advantages
over the products of our competitors, including a design that facilitates a natural, functional walking pattern through flexible materials,
sensors, and powered plantarflexion as well as dorsiflexion, making it the only solution of its type of which we are aware of that supports
such movements, achieving that with a lower cost and weight than rigid exoskeletal devices.
In addition, we compete with alternative devices and alternative therapies, including
treadmill-based gait therapies, such as those offered by Hocoma, Tyromotion, Boost, Aretech, BTL, and Reha Technology. Other medical device
or robotics companies, academic and research institutions, or others may develop new technologies or therapies that provide a superior
walking experience, are more effective in treating the secondary medical conditions that we target or are less expensive than our current
or future products. Our technologies and products could be rendered obsolete by such developments.
We may also compete with other treatments and technologies that address the secondary
medical conditions that ReWalk seeks to mitigate.
Community Engagement and Education
We devote significant resources to engagement with and education of the spinal cord
injury community with respect to the benefits of our SCI Products, as well as for our ReStore device. We actively seek opportunities to
partner with hospitals, rehabilitation centers and key opinion leaders to engage in research and development and clinical activities.
We also seek to educate and gain support from organizations such as patient advocacy groups and clinician societies with the goal of promoting
adoption of exoskeleton technology from patient, clinician, and payor communities. We believe that our success has been and will continue
to be driven in part by our reputation and acceptance within the spinal cord injury community.
To date, multiple advocacy groups have issued public endorsements of the ReWalk Personal
Exoskeleton, including leading United States-based national organizations such as the United Spinal Association and the Dana and Christopher
Reeves Foundation, as well as others. In addition, the National Institute for Health and Care excellence in the United Kingdom (also known
as “NICE”), has issued a public announcement regarding the ReStore device.
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Services and Customer Support
Our centers of operations in Marlborough, Massachusetts, Fremont, California, and Berlin,
Germany coordinate all customer support and product service functions for North America and Europe, respectively, through dedicated technical
service personnel who provide product services and customer support through training to healthcare providers and support to product users.
Research and Development
We are committed to investing in a robust research and development program to support
our current product line and to potentially develop our pipeline of new and complementary products, and we believe that ongoing research
and development efforts are essential to our success. Our research and development team consists of both in-house and external staff,
including engineers, machinists, researchers and marketing, quality, manufacturing, regulatory and clinical personnel, which we employ
as efficiently as possible meet our current and future needs, and who work closely together to design, enhance, and validate our technologies.
This research and development team conceptualizes technologies and then builds and tests prototypes before refining and/or redesigning,
as necessary. Our regulatory and clinical personnel work in parallel with engineers and researchers, allowing us to anticipate and resolve
potential issues at early stages in the development cycle. Our level of research and development investment depends on our available resources,
business plans, and future needs.
We are working on product design improvements and expanded labeling for the ReWalk Personal
Exoskeleton product which we plan to launch following obtaining regulatory clearance and approvals. In the longer term we are conducting
research for our next generation exoskeleton with design improvements and advanced robotic technologies as part of the Human Robot Interaction
Consortium research program. New medical indications impacting the ability to walk that we may pursue include multiple sclerosis, cerebral
palsy, Parkinson’s disease, and elderly assistance.
We are also developing new generations of anti-gravity systems utilizing our DAP technology.
In 2024, we launched the AlterG NEO, a new model designed to reduce manufacturing costs, making it more affordable for independent rehabilitation
clinics and expanding the potential market opportunity. Additionally, we are evaluating other applications for DAP technology to create
entirely new rehabilitation systems for our facility-based customers.
We conduct our research and development efforts mainly at our facility in Yokneam, Israel.
We believe that the close interaction among our research and development and manufacturing groups allows for timely and effective realization
of our new product concepts.
Our research and development efforts have been financed, in part, through funding from
the Israel Innovation Authority (formerly known as Office of the Chief Scientist in the Israel Ministry of Economy) (the “IIA”).
From our inception through September 30, 2024, we received funding totaling approximately $2.8 million from the IIA.
Research and Development Collaborations
On April 1, 2022, we entered a research and development cooperation agreement with several
companies and universities in the Human Robot Interaction (“HRI”) Consortium, part of the IIA’s MAGNET incentive program.
This incentive program provides grants for R&D collaboration as part of a consortium comprised of private businesses and leading academic
centers. The goals of the HRI consortium are to “develop advanced technologies aimed at providing robots with social capabilities,
enabling them to carry out various tasks and effective interactions with different users in diverse operational environments.” The
total program has a budget of NIS 57 million, which includes funding for research and development grants to help drive technological innovation.
The Consortium is a 3-year program which has allocated NIS 1.745 million to fund ReWalk-specific projects over the first 18-month period
of the program. As of December 31, 2023, the Company spent total funds in the amount of NIS 1.571 million which has allocated for the
first 18-month period. In November 2023, we entered the second 18-month period of the program, the Consortium has allocated NIS 1.336
million to fund ReWalk-specific projects over the second 18-month period. As a member of the HRI Consortium, we collaborate with several
universities to develop advanced technologies aimed at improving the human-exoskeleton interaction. This research collaboration with top
researchers in the fields of robotics, behavioral sciences and human-computer interaction will seek to make the use of exoskeletons easier
and more natural to promote wider adoption of the technology.
On May 16, 2016, we entered into the Research Collaboration Agreement (“Collaboration
Agreement”) and the Exclusive License Agreement (“Harvard License Agreement”) with Harvard. Under the Collaboration
Agreement, we and Harvard agreed to collaborate on research regarding the development of lightweight soft suit exoskeleton system technologies
for lower limb disabilities, which are intended to treat stroke, multiple sclerosis, mobility limitations for the elderly and other medical
applications. Under the Collaboration Agreement, we paid Harvard quarterly installment payments to help fund the research. Subject to
the terms of the Collaboration Agreement, we and Harvard were required to report our respective research results and findings to each
other on a regular basis. The Collaboration Agreement governed ownership of the research results and inventions generated in performance
of the research collaboration and provided us the option to negotiate with Harvard for a license to certain new inventions of Harvard
conceived in performance of the collaboration. The Collaboration Agreement concluded on March 31, 2022.
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Under the Harvard License Agreement, we have been granted an exclusive, worldwide royalty-bearing
license under certain patents of Harvard relating to lightweight “soft suit” exoskeleton system technologies for lower limb
disabilities, a royalty-free license under certain related know-how and the option to obtain a license to certain inventions conceived
under our joint research collaboration. Harvard retains the right to practice the patents for research, educational and scholarly purposes.
We are required to use commercially reasonable efforts to develop products under the Harvard License Agreement in accordance with an agreed-upon
development plan and to introduce and market such products commercially. In addition to an upfront fee and royalties on net sales, we
are obligated to pay Harvard certain milestone payments upon the achievement of certain product development and commercialization milestones.
We have also agreed to reimburse Harvard for expenses incurred in connection with the filing, prosecution, and maintenance of the licensed
patents.
The Harvard License Agreement will continue in full force and effect until the expiration
of the last-to-expire valid claim of the licensed patents, or it is terminated in accordance with its terms. We may terminate the License
Agreement for any reason upon 60 days’ prior written notice, while Harvard may terminate the License Agreement if we do not maintain
requisite insurance or become insolvent. The Harvard License Agreement may also be terminated by Harvard or us due to the other party’s
material uncured breach.
The Harvard License Agreement contains, as applicable, customary representations and
warranties and customary enforcement, indemnification, and insurance provisions. For further discussion of the Collaboration Agreement
and Harvard License Agreement, see Note 10 to our consolidated financial statements for the fiscal year ended December 31, 2023 included
elsewhere in this registration statement.
Intellectual Property
Protection of our intellectual property is important to our business. We seek to protect
our intellectual property through a combination of patents, trademarks, confidentiality, and assignment agreements with our employees
and certain of our contractors and confidentiality agreements with certain of our consultants, scientific advisors and other vendors and
contractors. In addition, we rely on trade secrets law to protect our proprietary software and product candidates/products in development.
In addition to our portfolio of issued patents and pending patent applications, we license
certain patented and patented pending technology from a third party as described above under the “Research and Development”
section.
As of December 31, 2023, we have 11 issued patents in the United States and 19 issued
patents outside of the United States, as well as 13 pending patent applications for our technology in the United States, China, and Europe.
For our patents associated with DAP and other AlterG technology, we have 25 issued patents in the United States and 21 patents issued
outside the United States, as well as 10 pending patent applications for anti-gravity associated technology in the United States.
In the United States and Europe, we have apparatus patent claims covering aspects of
both our exoskeleton and our anti-gravity products and similar devices or systems, which focus on protecting our products in terms of
structural characteristics and functionality. Moreover, we also have method patent claims covering certain methods of operation and control
of our exoskeleton and anti-gravity products, which provide additional protection for our technology. We do not currently license any
of the technology contained in our currently commercialized ReWalk and AlterG products, other than with respect to technology that is
generally publicly available, but we may do so in the future.
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Patents filed both in the United States and Europe (as well as other countries) generally
have a term of 20 years from their earliest effective filing date, although they can be slightly longer depending upon a local jurisdiction’s
rules and laws. For example, the oldest of our issued patents relating to our tilt-sensor technology was filed in May 2001 in the United
States and would typically expire in May 2021. However, this patent actually expired in April of 2023 due to patent term adjustment (PTA)
of 689 days for delays in examination by the United States Patent and Trademark Office.
We currently hold a registered trademark in the United States, Europe, Israel, and the
United Kingdom, for the mark “ReWalk.” We currently hold a registered trademark in United States, Europe and the United Kingdom
for the mark “ReStore”. We currently hold a registered trademark in the United States, Europe, Israel, and the United Kingdom
for the mark “Alter G.” We have also recently sought trademark registration of “Lifeward” in the United States,
Europe, and Israel.
We cannot be sure that our intellectual property will provide us with a competitive
advantage especially as some of our older patents begin to expire, or that we will not infringe on the intellectual property rights of
others. In addition, we cannot be sure that any patents will be granted in a timely manner or at all with respect to any of our patent
pending applications.
Government Regulation
U.S. Regulation
Our medical products and manufacturing operations are regulated by the FDA and other
federal and state agencies. Our products are regulated as medical devices in the United States under the Federal Food, Drug, and Cosmetic
Act, or the FFDCA, as implemented and enforced by the FDA. The FDA regulates the development, testing, manufacturing, labeling, storage,
installation, servicing, advertising, promotion, marketing, distribution, import, export, and market surveillance of our medical devices.
Premarket Regulatory Requirements
Unless an exemption applies, each medical device commercially distributed in the United
States requires either FDA clearance of a 510(k) premarket notification, approval of a premarket approval application (PMA), or issuance
of a de novo classification order. Under the FFDCA, medical devices are classified into one of three classes-Class I, Class II or Class
III-depending on the degree of risk associated with each medical device and the extent of control needed to provide reasonable assurance
of safety and effectiveness. Classification of a device is important because the class to which a device is assigned determines, among
other things, the necessity and type of FDA review required prior to marketing the device. Class I devices are those for which reasonable
assurance of safety and effectiveness can be assured by adherence to general controls that include compliance with the applicable portions
of the FDA’s Quality System Regulation, or QSR, facility registration and product listing, reporting of adverse medical events,
and appropriate, truthful and non-misleading labeling, advertising, and promotional materials. Class I also includes devices for which
there is insufficient information to determine that general controls are sufficient to provide reasonable assurance of the safety and
effectiveness of the device or to establish special controls to provide such assurance, but that are not life-supporting or life-sustaining
or for a use which is of substantial importance in preventing impairment of human health, and that do not present a potential unreasonable
risk of illness of injury.
Class II devices are those for which general controls alone are insufficient to provide
reasonable assurance of safety and effectiveness and there is sufficient information to establish “special controls.” These
special controls can include performance standards, post-market surveillance, and patient registries. While most Class I devices are exempt
from the 510(k) premarket notification requirement, most Class II devices require a 510(k) premarket notification to be marketed in the
U.S. As a result, manufacturers of most Class II devices are required to submit to the FDA premarket notifications under Section 510(k)
of the FFDCA in order to market or commercially distribute those devices. To obtain 510(k) clearance, manufacturers must demonstrate that
the proposed device is “substantially equivalent” to a predicate device already on the market. A predicate device is a legally
marketed device that is not subject to premarket approval, or PMA, meaning, (i) a device that was legally marketed prior to May 28, 1976
(pre-amendments device) and for which a PMA is not required, (ii) a device that has been reclassified from Class III to Class II or I,
or (iii) a device that was found substantially equivalent through the 510(k) process. If the FDA agrees that the device is substantially
equivalent to a predicate device currently on the market, it will grant 510(k) clearance to commercially market the device. If the device
is not “substantially equivalent” to a previously cleared device, the device is automatically a Class III device. The device
sponsor must then fulfill more rigorous premarket approval requirements or can request a risk-based classification determination for the
device in accordance with the “de novo” classification process, which is a route to market for medical devices that are low
to moderate risk but are not substantially equivalent to a predicate device.
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Devices that are intended to be life sustaining or life supporting, devices that are
implantable, devices that present a potential unreasonable risk of harm or are of substantial importance in preventing impairment of health,
and devices that are not substantially equivalent to a predicate device are placed in Class III and generally require approval of a PMA,
unless the device is a pre-amendment device not yet subject to a regulation requiring premarket approval. The PMA process is more demanding
than the 510(k) premarket notification process. In a PMA, the manufacturer must demonstrate that the device is safe and effective, and
the PMA must be supported by extensive data, including data from preclinical studies and clinical trials. The PMA must also contain a
full description of the device and its components, a full description of the methods, facilities and controls used for manufacturing,
and proposed labeling. Following receipt of a PMA, the FDA determines whether the application is sufficiently complete to permit a substantive
review. If the FDA accepts the application for review, it has 180 days under the FFDCA to complete its review of a PMA, although in practice,
the FDA’s review often takes significantly longer, and can take one year or even longer.
Clinical trials are almost always required to support PMAs and are sometimes required
to support 510(k) submissions. All clinical investigations of devices to determine safety and effectiveness must be conducted in accordance
with the FDA’s investigational device exemption, or IDE, regulations that govern investigational device labeling, prohibit promotion
of the investigational device, and specify recordkeeping, reporting and monitoring responsibilities of study sponsors and study investigators.
If the device presents a “significant risk,” as defined by the FDA, the agency requires the device sponsor to submit an IDE
application to the FDA, which must become effective prior to commencing human clinical trials. The IDE will automatically become effective
30 days after receipt by the FDA, unless the FDA denies the application or notifies the company that the investigation may not begin.
If the FDA determines that there are deficiencies or other concerns with an IDE that require modification of the study, the FDA may permit
a clinical trial to proceed under a conditional approval. In addition, the study must be approved by, and conducted under the oversight
of, an Institutional Review Board, or IRB, for each clinical site. If the device presents a non-significant risk to the patient, a sponsor
may begin the clinical trial after obtaining approval for the trial by one or more IRBs without separate approval from the FDA, but must
still comply with abbreviated IDE requirements, such as monitoring the investigation, ensuring that the investigators obtain informed
consent, and labeling and record-keeping requirements.
In June 2014, the FDA granted our request for “de novo” classification,
and classified ReWalk as a Class II powered exoskeleton device subject to special controls. The ReWalk is intended to enable individuals
with spinal cord injuries to perform ambulatory functions under supervision of a specially trained companion, and inside rehabilitation
institutions. The special controls established in the de novo classification order for all powered exoskeleton devices include the following:
clinical testing to demonstrate safe and effective use considering the level of supervision necessary and the use environment; non-clinical
safety and performance testing, including durability testing to demonstrate that the device performs as intended under anticipated conditions
of use; a training program; and labeling related to device use and user training. The special controls of this de novo order also apply
to competing powered exoskeleton products seeking FDA clearance.
In June 2019, the FDA issued a 510(k) clearance for ReStore, which means that the device
can be marketed in the U.S. ReStore is intended to be used to assist ambulatory functions in rehabilitation institutions under the supervision
of a trained therapist for people with hemiplegia or hemiparesis due to stroke. ReStore complies with special controls for powered exoskeletons
as described above. In order for us to market ReStore and ReWalk, we must comply with both these special controls as well as general controls,
including controls related to quality, facility registration, reporting of adverse events and labeling. Failure to comply with the general
and special controls could lead to removal of ReStore or ReWalk from the market, which would have a material adverse effect on our business.
In June 2022, we submitted a 510(k) premarket notification for ReWalk Personal Exoskeleton
seeking to enable the stairs functionality and add uses on stairs and curbs to the indication for use for the device in the US. In March
2023, the FDA issued the 510(k) clearance.
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Expedited Development and Review Programs
FDA’s Breakthrough Devices Program is a voluntary program offered to manufacturers
of certain medical devices and device-led combination products that may provide for more effective treatment or diagnosis of life-threatening
or irreversibly debilitating diseases or conditions. The goal of the program is to provide patients and health care providers with more
timely access to qualifying devices by expediting their development, assessment and review, while preserving the statutory standards for
marketing authorization.
The program is available to medical devices that meet certain eligibility criteria,
including that the device provides more effective treatment or diagnosis of life-threatening or irreversibly debilitating diseases or
conditions, and that the device meets one of the following criteria: (i) the device represents a breakthrough technology, (ii) no approved
or cleared alternatives exist, (iii) the device offers significant advantages over existing approved or cleared alternatives, or (iv)
the availability of the device is in the best interest of patients. Breakthrough Device designation provides certain benefits to device
developers, including more interactive and timely communications with FDA staff, use of post market data collection, when scientifically
appropriate, to facilitate expedited and efficient development and review of the device, opportunities for efficient and flexible clinical
study design, and prioritized review of premarket submissions.
Post-Market Regulatory Requirements
After a device is cleared for marketing, numerous regulatory requirements apply. These include:
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establishment registration and device listing; | |
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development of a quality assurance system, including establishing and implementing procedures to design
and manufacture devices; | |
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labeling regulations that prohibit the promotion of products for unapproved or “off-label”
uses and impose other restrictions on labeling; | |
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FDA’s Unique Device Identification requirements that call for a unique device identifier (UDI) on
device labels and packages and submission of data to the FDA’s Global Unique Device Identification Database (GUDID); |
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medical device reporting regulations that require manufacturers to report to the FDA if a device may have
caused or contributed to a death or serious injury or malfunctioned in a way that would likely cause or contribute to a death or serious
injury if it were to recur; and corrections and removal reporting regulations that require manufacturers report to the FDA field corrections
and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FFDCA that
may present a risk to health; and | |
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post-market surveillance. |
Our manufacturing processes are required to comply with the applicable portions of the
FDA’s Quality System Regulation (“QSR”) that covers the methods and the facilities and controls for the design, manufacture,
testing, production, processes, controls, quality assurance, labeling, packaging, distribution, installation, and servicing of finished
devices intended for human use. In February 2024, the FDA issued the Quality Management System Regulation (“QMSR”) Final Rule
to amend the QSR, incorporating by reference the international standard for medical device quality management systems set by the International
Organization for Standardization (ISO), ISO 13485:2016. The rule will become effective on February 2, 2026. Until then, manufacturers
are required to comply with the QSR. We actively maintain compliance with the FDA’s QSR, and the European Union’s Quality
Management Systems requirements, ISO 13485:2016.
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As a manufacturer, we are subject to periodic scheduled or unscheduled inspections by
the FDA. If the FDA believes we or any of our contract manufacturers are not in compliance with the quality system requirements, or other
post-market requirements, it has significant enforcement authority. Specifically, if the FDA determines that we failed to comply with
applicable regulatory requirements, it can take a variety of compliance or enforcement actions, which may result in any of the following
sanctions:
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untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties; |
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customer notifications or repair, replacement, or refunds; | |
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recalls, withdrawals, or administrative detention or seizure of our products; | |
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operating restrictions or partial suspension or total shutdown of production; | |
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refusing or delaying requests for approval of pre-market approval applications relating to new products
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withdrawing PMA approval or reclassifying our devices; | |
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refusal to grant export approvals for our products; or | |
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pursuing criminal prosecution. |
Any such action by the FDA would have a material adverse effect on our business. In
addition, these regulatory controls, as well as any changes in FDA policies, can affect the time and cost associated with the development,
introduction, and continued availability of new products. Where possible, we anticipate these factors in our product development processes.
Regulation Outside of the U.S.
In addition to the United States regulations, we are subject to a variety of foreign
regulations governing clinical trials and commercial sales and distribution of our products. In the E.U., medical devices are regulated
by the European Union Medical Devices Regulation (EU) 2017/745 or MDR, which became applicable on 26 May 2021 and replaced the EU Medical
Devices Directive 93/42/EEC, or MDD. The MDR and its associated guidance documents and harmonized standards, govern, among other things,
device design and development, preclinical and clinical or performance testing, premarket conformity assessment, registration and listing,
manufacturing, labeling, storage, claims, sales and distribution, export and import and post-market surveillance, vigilance, and market
surveillance.
Before a device can be placed on the market in the E.U., compliance with the MDR requirements
must be demonstrated in order to affix the CE Mark to the product. The method of assessing conformity varies depending on the class of
the product, but normally involves a combination of self-assessment by the manufacturer and a third-party assessment by a “Notified
Body.” This third-party assessment may consist of an audit of the manufacturer’s quality system or specific testing of the
manufacturer’s product. The Notified Body issues a CE Certificate of Conformity to confirm successful completion of a conformity
assessment procedure conducted in relation to the medical device and its manufacturer and their conformity with the essential requirements
provided in the MDR. Under transitional provisions provided in the MDR, medical devices that had valid CE Certificates of Conformity issued
under the MDD prior to May 26, 2021 and that remained valid (and not withdrawn) on March 20, 2023, can continue to be placed on the EEA
market until the end of December 2027 or 2028 (depending on the class of device), provided the device’s manufacturer complies with
certain requirements, including that there are no significant changes in the design and intended purpose of the applicable device. After
the expiry of any applicable transitional period, only devices that have been CE marked on the basis of the MDR may be placed on the market
in the EEA. We comply with the E.U. requirements and have received ta Notified Body Certificate of Conformity under the MDD for all of
our ReWalk systems including the ReStore device which are distributed in the E.U. This allows us to continue to apply the CE mark to our
products and place them on the market throughout the E.U. during the transition period or until we have completed an appropriate conformity
assessment procedure under the MDR.
Following the U.K.’s exit from the E.U. (known as “Brexit”), the MDR
does not apply in the United Kingdom (except for Northern Ireland, which under the Northern Ireland Protocol is bound by certain E.U.
laws). The medical device legislative framework in the United Kingdom is set out in the Medical Devices Regulations 2002, as amended.
These regulations are based on the previous medical device directives of the E.U. but have been amended so that they function properly
now the United Kingdom is no longer part of the E.U. The Medical Devices Regulations 2002 have introduced several changes including (but
not limited to) replacing the CE mark with a UKCA marking (although E.U. CE marks will be recognized potentially up until June 2030),
requiring manufacturers outside of the United Kingdom to appoint a “UK Responsible Person” if they place devices on the Great
Britain market and more wide-ranging device registration requirements.
Sales in other jurisdictions are subject to the foreign government regulations of the
relevant jurisdiction, and in most cases, we must obtain approval by the appropriate regulatory authorities before we can commence clinical
trials or marketing activities in those countries. The approval process varies from country to country, and the time may be longer or
shorter than that required to obtain a marketing authorization in the United States or the CE mark in the E.U. The requirements governing
the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.
The policies of the FDA and foreign regulatory authorities may change, and additional
government regulations may be enacted that could prevent or delay regulatory approval of our products and could also increase the cost
of regulatory compliance. We cannot predict the likelihood, nature, or extent of adverse governmental regulation that might arise from
future legislative or administrative action, either in the United States or abroad.
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U.S. Anti-Kickback, False Claims and Other Healthcare Fraud and Abuse Laws
In the United States, there are federal and state anti-kickback laws that prohibit the
payment or receipt of kickbacks, bribes or other remuneration intended to induce the purchase or recommendation of healthcare products
and services. Violations of these laws can lead to civil and criminal penalties, including exclusion from participation in federal healthcare
programs. These laws apply to manufacturers of products, such as us, with respect to our financial relationship with hospitals, physicians
and other potential purchasers or acquirers of our products. The U.S. government has published regulations that identify “safe harbors”
or exemptions for certain practices from enforcement actions under the federal anti-kickback statute, and we will seek to comply with
the safe harbors where possible. To qualify for a safe harbor, the activity must fit squarely within the safe harbor. Arrangements that
do not meet a safe harbor are not necessarily illegal but must be evaluated on a case-by-case basis. A person or entity may be found to
violate the anti-kickback statute even absent actual knowledge of this statute or specific intent to violate it. In addition, the government
may assert that a claim that includes items or services resulting from a violation of the federal anti-kickback statute constitutes a
false or fraudulent claim for purposes of the federal False Claims Act (“FCA”).
The civil FCA prohibits, among other things, any person or entity from knowingly presenting,
or causing to be presented, a false or fraudulent claim for payment to, or approval by, the federal government, knowingly making, using,
or causing to be made or used a false record or statement material to a false or fraudulent claim to the federal government, or avoiding,
decreasing, or concealing an obligation to pay money to the federal government. A claim includes “any request or demand” for
money or property presented to the U.S. government. The civil FCA has been used to assert liability on the basis of kickbacks and other
improper referrals, improper use of Medicare provider or supplier numbers when detailing a provider of services, improper promotion of
off-label uses not covered by a device’s clearance or approval, and allegations as to misrepresentations with respect to products,
contract requirements, and services rendered. In addition, private payors have been filing follow-on lawsuits alleging fraudulent misrepresentation,
although establishing liability and damages in these cases is more difficult than under the FCA. Intent to deceive is not required to
establish liability under the civil FCA. Civil FCA actions may be brought by the government or may be brought by private individuals on
behalf of the government, called “qui tam” actions. If the government decides to intervene in a qui tam action and prevails
in the lawsuit, the individual will share in the proceeds from any fines or settlement funds. If the government declines to intervene,
the individual may pursue the case alone. The civil FCA provides for treble damages and a civil penalty for each false claim, such as
an invoice or pharmacy claim for reimbursement, which can aggregate into millions of dollars. For these reasons, FCA lawsuits against
biopharmaceutical and device companies have increased significantly in volume and breadth, leading to several substantial civil and criminal
settlements, as much as $3.0 billion, regarding certain sales practices and promoting off label uses. Civil FCA liability may further
be imposed for known Medicare or Medicaid overpayments that are not refunded within 60 days of discovering the overpayment, even if the
overpayment was not caused by a false or fraudulent act. In addition, conviction or civil judgment for violating the FCA may result in
exclusion from federal health care programs, and suspension and debarment from government contracts, and refusal of orders under existing
government contracts.
The government may further prosecute conduct constituting a false claim under the criminal
FCA. The criminal FCA prohibits the making or presenting of a claim to the government knowing such claim to be false, fictitious, or fraudulent
and, unlike the civil FCA, requires proof of intent to submit a false claim.
The civil monetary penalties statute is another statute under which medical device companies
may potentially be subject to enforcement. Among other things, the civil monetary penalties statue imposes fines against any person who
offers to provide remuneration to any individual eligible for benefits under Medicare or Medicaid that the offerer knows or should know
is likely to influence the individual to order or receive from a particular provider or supplier of any item or service reimbursable under
those programs.
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The federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)
also created federal criminal statutes that prohibit, among other actions, knowingly and willfully executing, or attempting to execute,
a scheme to defraud or to obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property
owned by, or under the custody or control of, a healthcare benefit program, regardless of whether the payor is public or private, in connection
with the delivery or payment for health care benefits, knowingly and willfully embezzling or stealing from a health care benefit program,
willfully obstructing a criminal investigation of a health care offense and knowingly and willfully falsifying, concealing, or covering
up by any trick or device a material fact or making any materially false statements in connection with the delivery of, or payment for,
healthcare benefits, items, or services relating to healthcare matters. Additionally, the Patient Protection and Affordable Care Act,
as amended by the Health Care and Education Affordability Reconciliation Act, or collectively the “ACA”, amended the intent
requirement of certain of these criminal statutes under HIPAA so that a person or entity no longer needs to have actual knowledge of the
statute, or the specific intent to violate it, to have committed a violation.
The Physician Payments Sunshine Act (“Sunshine Act”) requires annual reporting,
by applicable device and drug manufacturers, of covered products, payments, and other transfers of value to certain health care providers,
and ownership and investment interests held by physicians and their immediate family members.
Further, we may be subject to data privacy and security regulation by both the federal
government and the states in which we conduct our business. HIPAA, as amended by the Health Information Technology for Economic and Clinical
Health Act (“HITECH”) and its respective implementing regulations imposes certain requirements on covered entities relating
to the privacy, security, and transmission of certain individually identifiable health information, known as protected health information.
Among other things, HITECH, through its implementing regulations, makes HIPAA’s security standards and certain privacy standards
directly applicable to business associates, defined as a person or organization, other than a member of a covered entity’s workforce,
that creates, receives, maintains, or transmits protected health information on behalf of a covered entity for a function or activity
regulated by HIPAA. HITECH also strengthened the civil and criminal penalties that may be imposed against covered entities, business associates,
and individuals, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to
enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, other
federal and state laws may govern the privacy and security of health and other information in certain circumstances, many of which differ
from each other in significant ways and may not be pre-empted by HIPAA, thus complicating compliance efforts.
Many states have also adopted laws similar to each of the above federal laws, which
may be broader in scope and apply to items or services reimbursed by any third-party payor, including commercial insurers. Certain states
also require implementation of commercial compliance programs and compliance with the medical device industry’s voluntary compliance
guidelines and the applicable compliance guidance promulgated by the federal government, or otherwise restrict payments or the provision
of other items of value that may be made to healthcare providers and other potential referral sources; impose restrictions on marketing
practices; or require companies to track and report information related to payments, and other items of value to physicians and other
healthcare providers.
If our operations are found to be in violation of any of the laws or regulations described
above or any other applicable laws, we may be subject to penalties or other enforcement actions, including criminal and significant civil
monetary penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government healthcare programs, corporate
integrity agreements, suspension and debarment from government contracts, and refusal of orders under existing government contracts, reputational
harm, diminished profits and future earnings, and the curtailment or restructuring of our operations, any of which could adversely affect
our ability to operate our business and our results of operations. Enforcement actions can be brought by federal or state governments,
or as “qui tam” actions brought by individual whistleblowers in the name of the government under the civil FCA if the violations
are alleged to have caused the government to pay a false or fraudulent claim.
To the extent that any of our products are sold in a foreign country, we may be subject
to similar foreign laws and regulations, which may include, for instance, applicable post-marketing requirements, including safety surveillance,
anti-fraud and abuse laws, and implementation of corporate compliance programs and reporting of payments or transfers of value to healthcare
professionals.
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Coverage and Reimbursement
The commercial success of our product candidates and our ability to commercialize any
approved product candidates successfully will depend in part on the extent to which governmental payor programs at the federal and state
levels, including Medicare and Medicaid, private health insurers, and other third-party payors provide coverage for and establish adequate
reimbursement levels for our products. Government authorities, private health insurers, and other organizations generally decide which
products and services they will pay for and establish reimbursement levels for healthcare. Medicare is a federally funded program managed
by CMS through local fiscal intermediaries and carriers that administer coverage and reimbursement for certain healthcare items and services
furnished to the elderly and disabled. Medicaid is an insurance program for certain categories of patients whose income and assets fall
below state defined levels and who are otherwise uninsured that is both federally and state funded and managed by each state. In the United
States, private health insurers and other third-party payors often provide reimbursement for products and services based on the level
at which the government provides reimbursement through the Medicare or Medicaid programs for such products and services.
In the United States, the European Union, and other potentially significant markets
for our products, government authorities and third-party payors are increasingly attempting to limit or regulate the price of medical
products and services, particularly for new and innovative products and therapies, which often has resulted in average selling prices
lower than they would otherwise be. In the United States, it is also common for certain government and private health plans to use coverage
determinations to leverage rebates from labelers to reduce the plans’ net costs. These restrictions and limitations influence the
purchase of healthcare services and products and lower the realization on manufacturers’ sales of products. Third-party payors are
developing increasingly sophisticated methods of controlling healthcare costs. Third-party payors may limit coverage to specific therapeutic
products on an approved list, or formulary, which might not include all of the FDA-approved products for a particular indication or might
impose high co-payment amounts to influence patient choice. Third-party payors also control costs by requiring prior authorization or
imposing other restrictions. Third-party payors are increasingly challenging the price and examining the medical necessity and cost-effectiveness
of medical products and services, in addition to their safety and efficacy.
Federal programs also impose price controls through mandatory ceiling prices on purchases
by federal agencies and federally funded hospitals and clinics. These restrictions and limitations influence the purchase of healthcare
services and products. Legislative proposals to reform healthcare or reduce costs under government programs may result in lower reimbursement
for our products or exclusion of our products.
Private payors often rely on the lead of the governmental payors in rendering coverage
and reimbursement determinations. Therefore, achieving favorable CMS coverage and reimbursement is usually a significant gating issue
for successful introduction of a new product.
Further, the increased emphasis on managed healthcare in the United States and on country
and regional pricing and reimbursement controls in the European Union will put additional pressure on product pricing, reimbursement,
and utilization, which may adversely affect our future product sales and results of operations. These pressures can arise from rules and
practices of managed care groups, competition from other products, judicial decisions and governmental laws and regulations related to
Medicare, Medicaid, and healthcare reform, and pricing in general. Patients who are prescribed treatments for their conditions and providers
performing the prescribed services generally rely on third-party payors to reimburse all or part of the associated healthcare costs. Sales
of our product candidates will therefore depend substantially, both domestically and abroad, on the extent to which the costs of our products
will be paid by health maintenance, managed care, and similar healthcare management organizations, or reimbursed by government health
administration authorities, such as Medicare and Medicaid, private health insurers, and other third-party payors.
74
Moreover, a payor’s decision to provide coverage for a product does not imply
that an adequate reimbursement rate will be approved or that significant price concessions will not be required to avoid restrictive conditions.
High health plan co-payment requirements may result in patients seeking alternative therapies. Adequate third-party reimbursement may
not be available to enable us to maintain price levels sufficient to realize an appropriate return on our investment. Legislative proposals
to reform healthcare or reduce costs under government insurance programs may result in lower reimbursement for our products or exclusion
of our products from coverage. The cost containment measures that healthcare payors and providers are instituting and any healthcare reform
could significantly reduce our revenue from the sale of any approved product candidates.
Healthcare Reform Measures
The United States and many foreign jurisdictions have enacted or proposed legislative
and regulatory changes affecting the healthcare system. The United States government, state legislatures and foreign governments also
have shown significant interest in implementing cost-containment programs to limit the growth of government-paid healthcare costs, including
price controls, restrictions on reimbursement and requirements for substitution of generic products for branded prescription drugs.
The ACA substantially changed the way healthcare is financed by both governmental and
private insurers, and significantly impacts the pharmaceutical industry. The ACA is intended to broaden access to health insurance, reduce
or constrain the growth of healthcare spending, enhance remedies against healthcare fraud and abuse, add new transparency requirements
for healthcare and health insurance industries, impose new taxes and fees on pharmaceutical and medical device manufacturers, and impose
additional health policy reforms.
The ACA has been subject to challenges in the courts. On December 14, 2018, a Texas
U.S. District Court Judge ruled that the ACA is unconstitutional in its entirety because the “individual mandate” was repealed
by Congress. On December 18, 2019, the Fifth Circuit U.S. Court of Appeals held that the individual mandate is unconstitutional, but did
not invalidate the entire law, and remanded the case to the Texas District Court to reconsider its earlier invalidation of the entire
ACA. An appeal was taken to the U.S. Supreme Court, which ruled on June 17, 2021, that the plaintiffs lacked standing to challenge the
law as they had not alleged personal injury traceable to the allegedly unlawful conduct. As a result, the Supreme Court did not rule on
the constitutionality of the ACA or any of its provisions.
Other legislative changes have been proposed and adopted since passage of the ACA. The
Budget Control Act of 2011, among other things, created the Joint Select Committee on Deficit Reduction to recommend proposals in spending
reductions to Congress. The Joint Select Committee did not achieve its targeted deficit reduction of an amount greater than $1.2 trillion
for the fiscal years 2012 through 2021, triggering the legislation’s automatic reductions to several government programs. These
reductions included aggregate reductions to Medicare payments to healthcare providers of up to 2.0% per fiscal year. The Bipartisan Budget
Act of 2018 retained the federal budget “sequestration” Medicare payment reductions of 2% and extended it through 2027 unless
congressional action is taken. On January 2, 2013, the American Taxpayer Relief Act was signed into law, which, among other things, reduced
Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the
statute of limitations period for the government to recover overpayments to providers from three to five years.
Further legislative and regulatory changes under the ACA remain possible, although President
Biden indicated that he intends to use executive orders to undo changes to the ACA made by the Trump administration and would advocate
for legislation to build on the ACA. It is unknown what form any such changes or any law would take, and how or whether it may affect
our business in the future. We expect that changes or additions to the ACA or the Medicare and Medicaid programs, and changes stemming
from other healthcare reform measures, especially with regard to healthcare access, financing or other legislation in individual states,
could have a material adverse effect on the healthcare industry.
At the state level, legislatures may also increasingly pass legislation and implement
regulations designed to control product pricing, including price or patient reimbursement constraints, discounts, restrictions on certain
product access and marketing cost disclosure and transparency measures.
We expect that additional federal, state, and foreign healthcare reform measures will
be adopted in the future, any of which could limit the amounts that federal and state governments will pay for healthcare products and
services, which could result in limited coverage and reimbursement and reduced demand for our products, or additional pricing pressures.
75
Environmental Matters
We are subject to various environmental, health and safety laws and regulations, including
those governing air emissions, water and wastewater discharges, noise emissions, the use, transport, management and disposal of chemicals
and hazardous materials, the import, export and registration of chemicals, and the cleanup of contaminated sites. Based on information
currently available to us, we do not expect environmental costs and contingencies to have a material adverse effect on us. The operation
of our business and facilities, however, entails risks in these areas. Significant expenditures could be required in the future to comply
with environmental or health and safety laws, regulations, or requirements.
In Israel, where our contract manufacturer produces all of our ReWalk and ReStore products,
businesses storing or using certain hazardous materials (including materials necessary for our manufacturing process) are required, pursuant
to the Israeli Dangerous Substances Law, 5753-1993, to obtain a toxin permit from the Ministry of Environmental Protection.
In the European marketplace, electrical and electronic equipment is required to comply
with the Directive on Waste Electrical and Electronic Equipment, which aims to prevent waste by encouraging reuse and recycling, and the
Directive on Restriction of Use of Certain Hazardous Substances, which restricts the use of ten hazardous substances in electrical and
electronic products. Our products and certain components of such products “put on the market” in the E.U. (whether or not
manufactured in the E.U.) are subject to these directives. Additionally, we are required to comply with certain laws, regulations, and
directives, including the Toxic Substances Control Act in the United States and REACH in the E.U., governing chemicals. These and similar
laws and regulations require the testing, reporting and registration of certain chemicals we use and ship. We believe we comply in all
material respects with applicable environmental laws and regulations.
Manufacturing
Our ReWalk exoskeletons, ReStore exo-suits, and AlterG Anti-Gravity systems include
off-the-shelf and custom-made components produced to our specifications by various third parties, for technical and cost-effectiveness.
We have contracted with Sanmina Corporation (“Sanmina”) and Cirtronics Corporation (“Cirtronics”), each a well-established
contract manufacturer with expertise in the medical device industry, for the manufacture by Sanmina of our SCI Products and ReStore at
its facility in Ma’alot, Israel and by Cirtronics of the AlterG product at its facility in Milford, New Hampshire. Each product
line is manufactured pursuant to the same applicable set of specifications. We place our manufacturing orders with Sanmina and other suppliers
pursuant to purchase orders or by providing forecasts for future requirements. We may terminate our relationship with Sanmina or our other
suppliers at any time upon written notice. Either we or Sanmina may terminate the relationship in the event of a material breach, subject
to a 30-day cure period. Our agreement with Sanmina contains a limitation on liability that applies equally to us and Sanmina.
We believe that this contract manufacturing relationship with Sanmina allows us to operate
our business efficiently by focusing our internal efforts on the development and commercialization of our technology and our products
and provides us with substantial scale-up capacity. We regularly test quality on-site at Sanmina’s facility and we obtain full quality
inspection reports. We maintain a non-disclosure agreement with Sanmina.
We develop certain of the software components internally and license other software
components that are generally available for commercial use as open-source software.
We manufacture products based upon internal sales forecasts. We deliver products to
customers and distributors based upon purchase orders received, and our goal is to fulfill each customer’s order for products in
regular production within two weeks of receipt of the order.
76
Suppliers
We have contracted with Sanmina for the sourcing of all components and raw materials
necessary for the manufacture of our ReWalk and ReStore products, although there are instances that we purchase raw materials ourselves.
In addition, we directly source all components and raw materials necessary for the manufacture of our AlterG products. Components of our
products and raw materials come from suppliers in the United States, Europe, China, Taiwan, and Israel, and we depend on certain of these
components and raw materials, including certain electronic parts, for the manufacture of our products. To date, we have not experienced
significant volatility in the prices of these components and raw materials. However, during the COVID-19 pandemic several specific parts,
mainly electronic parts, experienced temporary price increases which have returned to more normal levels. Such prices are subject to a
number of factors, including purchase volumes, general economic conditions, currency exchange rates, industry cycles, production levels,
and scarcity of supply.
We believe that our in-house manufacturing, Sanmina’s facilities, our contracted
manufacturing arrangement, and our supply arrangements are sufficient to support our potential capacity needs for the foreseeable future.
Human Capital
Employees
As of December 31, 2023, we had 108 employees (including full-time and hourly employees),
of whom 74 were located in the United States, 20 were located in Israel and 14 were located in Europe. The majority of our employees are,
and have been, engaged in sales and marketing activities. We do not employ a significant number of temporary or part time employees.
We are subject to labor laws and regulations within our locations mainly in the U.S.,
Germany, and Israel. These laws and regulations principally concern matters such as pensions, paid annual vacation, paid sick days, length
of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of
employment. Our employees are not represented by a labor union. We consider our relationship with our employees to be good. To date, we
have not experienced any work stoppages.
Compensation and Benefits
We provide our employees with competitive salaries and bonuses, opportunities for equity
ownership, and a robust employment package that promotes well-being across all aspects of our employees’ lives, including health
care, retirement planning, and paid time off. We also invest in the ongoing development of our employees through our internal training
programs.
Diversity and Inclusion
We value the diversity of our employees and take pride in our commitment to diversity
and inclusion across all levels of our organizational structure. We encourage a diversity of views and strive to create an equal opportunity
workplace, including working with managers to develop strategies for building diverse teams and promoting the advancement of employees
from diverse backgrounds.
77
Financial Information about Geographic Areas and Significant Customer Information
The following table sets forth the geographical breakdown of our revenue for each of the years ended December
31, 2023, and 2022 (in thousands):
|
Year Ended December 31, |
||||||||
|
2023 |
2022 |
|||||||
|
Revenue based on customer’s location: |
||||||||
|
United States |
7,636 |
2,303 |
||||||
|
Europe |
5,044 |
3,057 |
||||||
|
Asia-Pacific |
387 |
115 |
||||||
|
Rest of the world |
787 |
36 |
||||||
|
Total revenue |
$ |
13,854 |
$ |
5,511 |
||||
2024 Recent Developments
| ● |
Lifeward initiated actions to further streamline its U.S. operations including closing two U.S. facilities to complete the integration
of AlterG. The actions are expected to save the Company approximately $3 million in operating expenses and improve gross margins by approximately
two percentage points when the full impact is achieved. |
| ● |
Lifeward began selling the AlterG family of products through its German sales organization which the Company expects will result
in revenue growth from a more focused sales effort and higher margins with little incremental investment by utilizing its existing sales
and support infrastructure in Germany. |
| ● |
Lifeward executed a successful launch of the AlterG NEO which was engineered with a new design to allow a lower price point to make
the technology more accessible to a broader range of customers. Since the introduction of the NEO at the end of June 2024, Lifeward
has generated orders for approximately 40 units as the NEO is quickly becoming a growth driver for the AlterG product line. |
| ● |
Lifeward completed its near-term plans to refresh its Board of Directors with the addition of Robert J. Marshall Jr. as a new director
and chairman of the Audit Committee. |
78
MANAGEMENT
Information About Our Directors
The following table sets forth the names and ages of the directors
of the Company as of February 7, 2025 and their principal occupations at present and for the past five years. Our Board of Directors (the
“Board”) currently consists of seven members and is divided into three classes. One class is elected each year at the annual
meeting of stockholders for a term of three years. The term of the Class II directors expires at the 2025 Annual Meeting of Shareholders.
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.
|
Name |
Age |
Current Position with the Company |
Director Since | |||
|
Joesph Turk* (2) |
57 |
Class I Director, Chairman |
2022 | |||
|
Hadar Levy* (3) |
52 |
Class I Director |
2022 | |||
|
Larry Jasinski |
67 |
Class II Director, Chief Executive Officer |
2012 | |||
|
Dr. John William Poduska* (2)(3) |
87 |
Class II Director |
2014 | |||
|
Randel E. Richner* (1)(2) |
69 |
Class II Director |
2020 | |||
|
Michael Swinford*(1) |
56 |
Class III Director |
2024 | |||
|
Robert Marshall*(3) |
58 |
Class III Director |
2024 |
* Independent
(1) Member of Nominating and Corporate Governance Committee.
(2) Member of Compensation Committee.
(3) Member of Audit Committee.
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 February 7, 2025:
Larry Jasinski, 67, 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, 87, 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.
79
Randel E. Richner, 69,
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.
Class III Director Continuing
in Office until the 2026 Annual General Meeting of Shareholders
Set forth below is our director continuing in office until the 2026 annual general meeting
of shareholders, together with certain biographical information, including his age as of February 7, 2025:
Michael Swinford, 56, has
served on our Board since April 2024. Mr. Swinford has been Chief Executive Officer of Numotion since July 2014, where he has
grown the company to become the largest provider of mobility and independence solutions in the United States – serving over 400,000
individuals annually with Spinal Cord Injuries, Traumatic Brain Injuries, ALS, Muscular Dystrophy, Cerebral Palsy, Multiple Sclerosis,
Spinal Muscular Atrophy, Amputees and many other mobility related disabilities. As CEO at Numotion, Mr. Swinford has expanded commercial
coverage with over 5000 health plans, rehab hospitals, specialty and multi-disciplinary clinics, skilled nursing facilities, primary care,
and home health providers. Mr. Swinford has led efforts for benefit coverage determination for Power Wheelchair Seat Elevation systems
in 2023 and is actively leading efforts for Power Standing Wheelchairs and reform of Service and Repair regulations and reimbursement
levels. Prior to Numotion, Mr. Swinford had a highly successful 22-year career at GE Healthcare, including serving as the President
and CEO of GE Healthcare Services and as an officer of General Electric Company. Mr. Swinford held various operational and commercial
roles throughout his career leading through various business cycles from start-ups to turnarounds. Mr. Swinford also serves as a director
of CareATC, a technology enabled population health primary care provider, as well as a director of Aspen Surgical, a global surgical supply
manufacturer. We believe that Mr. Swinford’s extensive experience with health and rehabilitation products, as well as his knowledge
of the reimbursement process, provide him the qualifications and skills to serve as a member of our Board.
Robert Marshall, 58, has
served on our Board since November 2024. Mr. Marshall has served as the Chief Financial Officer and Treasurer of Lantheus Holdings, Inc.
(“Lantheus”), a public radiopharmaceutical company, since September 2018. Prior to joining Lantheus, Mr. Marshall spent 16
years with Zimmer Biomet Holdings, Inc. (“Zimmer Biomet”), a public global
medical device company with a leading position in musculoskeletal health, in which he held various senior leadership roles, including
Vice President, Investor Relations and Corporate Treasurer, and most recently Vice President, Americas Finance, for the U.S., Canadian
and Latin American commercial markets. Before Zimmer Biomet, Mr. Marshall was employed with Brown & Williamson Tobacco, a subsidiary
of British American Tobacco, p.l.c., in Louisville, Kentucky, where he held several positions of increasing responsibility. Mr. Marshall
holds a Master of Business Administration from Indiana University, South Bend, and a Bachelor of Business Administration in Finance from
the University of Notre Dame. He also holds the CFA designation. We believe that Mr. Marshall’s extensive financial leadership experience
provide him the qualifications and skills to serve as a member of our Board.
80
Class I Directors Continuing
in Office Until the 2027 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 February 7, 2025:
Joseph Turk, 57, has served
on our Board since April 2022 and has served as our Chairman since September 2025. 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.
Hadar Levy, 52,
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.
Information About Our Executive Officers
The following table sets forth the name, age and position of each of our executive officers
as of February 7, 2025:
|
Name |
Age |
Position | ||
|
Larry Jasinski |
67 |
Chief Executive Officer and Director | ||
|
Michael Lawless |
57 |
Chief Financial Officer | ||
|
Charles Remsberg |
63 |
Vice President of International Sales | ||
|
Jeannine Lynch |
60 |
Vice President of Market Access | ||
|
Almog Adar |
41 |
Vice President of Finance and Chief Accounting Officer |
Larry Jasinski has
served as our Chief Executive Officer 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.
Michael Lawless has
served as our Chief Financial Officer since September 2022. Prior to Lifeward, Mr. Lawless served as a CFO consultant for Danforth Advisors,
LLC, a provider of financial consulting services to the life sciences industry. From 2015 to 2020, Mr. Lawless held several financial
leadership positions including Division CFO at Azenta, Inc. (formerly Brooks Automation, Inc.), a worldwide provider of management solutions
for biological samples. Previously, Mr. Lawless also held financial leadership roles for AECOM Technology, Inc., PerkinElmer, Inc., Momenta
Pharmaceuticals, Inc. and CTI Molecular Imaging, Inc. 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.
81
Charles Remsberg has
served as our Vice President of International Sales since February 2025 and prior to that served as our Chief Sales Officer since August
2023. Prior to Lifeward, Mr. Remsberg served as CEO of AlterG from March 2017 until our acquisition of AlterG in August 2023.
An industry veteran of over 30 years, Mr. Remsberg has been responsible for bringing innovative rehabilitation technology to physical
therapy, neuro-rehabilitation, sports medicine, and wellness customers. Prior to serving at AlterG, Mr. Remsberg served in both executive
and commercial leadership roles for Tibion (for which he served as the CEO from December 2009 to April 2013, when it was acquired by AlterG),
Hocoma (for which he served as the U.S. CEO and Global Head of Sales from September 2003 to November 2009), and Biodex Medical Systems
(for which he served as the Head of Worldwide Sales from January 1997 to October 2002). Mr. Remsberg holds an AS in Business Administration
from Suffolk County Community College.
Jeannine Lynch has
served as our Vice President of Market Access and Strategy since August 2021. Prior to Lifeward, 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 has served
as our Vice President of Finance since December 2022 and as our Chief Accounting Officer since March 2022. From 2020 to December 2022,
Mr. Adar served as our Director of Finance and Corporate Financial Controller. Prior to Lifeward, 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.
Board Leadership Structure
Although the Board does not currently have a formal policy requiring
the offices of Chairman of the Board and CEO to be separate, the Israel Companies Law provides that one individual cannot serve as both
Chairman and CEO, unless the shareholders approve such dual role, with each such approval to be valid for not more than three years. 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 the current separation between
Chairman and CEO allows each of them to better focus on their designated responsibilities. 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.
82
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 then 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 corporate governance rules of the Nasdaq Stock Market (“Nasdaq”) — 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, and each former director who served as a member of the Board during the last fiscal year, 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.
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. |
83
Audit Committee
We have a separately designated standing audit committee. The audit
committee currently consists of Mr. Robert Marshall, Dr. John William Poduska and Mr. Hadar Levy. Mr. Marshall 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 5 times during the fiscal year ended December 31, 2024.
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 additional Israel Companies Law requirements relating to the audit committee, including certain requirements as to the composition
of our audit committee.
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
each of Robert Marshall and Hadar Levy 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; |
| • |
recommending the engagement or termination of the person filling the office of our internal auditor; |
| • |
reviewing periodically with management, the internal auditor 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. |
84
The charter of the audit committee is available at https://ir.golifeward.com/corporate-governance/charters-and-policies.
Information contained on, or that can be accessed through, our website does not constitute a part of this registration statement 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 the 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 “—Approval
of Related Party Transactions under Israeli Law” below); |
| • |
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 “—Approval of Related Party Transactions
under Israeli Law” below.
Compensation Committee
We have a separately designated standing compensation committee.
The compensation committee currently consists of Ms. Randel E. Richner, 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 5 meetings during the
year ended December 31, 2024.
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 additional Israel Companies Law requirements relating to the compensation committee, 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— Disclosure of Personal
Benefits or Other Interests of an Office Holder and Approval of Certain Transactions”). Our Board adopted a compensation policy,
which our shareholders approved at the annual general meeting of our shareholders held on September 13, 2024 (the “Compensation
Policy”).
85
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.
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 the 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. |
86
The charter of the compensation committee is available at https://ir.golifeward.com/corporate-governance/charters-and-policies.
Information contained on, or that can be accessed through, our website does not constitute a part of this registration statement 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.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee currently consists
of Ms. Randel E. Richner and Mr. Michael Swinford. Ms. Randel E. Richner serves as the chairwoman of the nominating and corporate
governance committee. The nominating and corporate governance committee meets as circumstances require, with 2 meetings having taken
place during the fiscal year ended December 31, 2024. 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 Lifeward Ltd., 200 Donald Lynch Blvd, Marlborough, MA 01752. 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.
87
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. The charter
of the nominating and corporate governance committee is available at https://ir.golifeward.com/corporate-governance/charters-and-policies.
Information contained on, or that can be accessed through, our website does not constitute a part of this registration statement and is
not incorporated by reference herein.
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, 2024 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 one Form 4 filed late by Michael
Swinford on November 25, 2024, such report relating to one transaction not reported in the time period specified by the rule.
Code of Ethics
We have adopted a Code of Conduct and Ethics (the “Code
of Ethics”), which applies to all officers, directors and employees. The Code of Ethics is available on our website at https://ir.golifeward.com/corporate-governance/charters-and-policies.
Any amendments to the Code of Ethics, or any waivers of its requirements, are expected to be disclosed on our website to the extent required
by applicable rules and exchange requirements, including in order to satisfy Item 5.05 of Form 8-K. The reference to our website address
here and elsewhere in this proxy statement does not constitute incorporation by reference of the information contained at or available
through our website.
Policy Prohibiting Insider Trading and Related Procedures
We have adopted an insider trading policy (the “Insider Trading Policy”),
which governs the purchase, sale, and other dispositions of our securities by our officer, directors and employees. A copy of the Insider
Trading Policy will be filed as an exhibit to our annual report.
88
EXECUTIVE
COMPENSATION
Named Executive Officers
Our Named Executive Officers for the year ended December 31, 2024, which consists of
our principal executive officer and our two other most highly compensated executive officers, are:
• Larry Jasinski, our CEO;
• Charles Remsberg, our Vice President of International Sales;
and
• Jeannine Lynch, our Vice President of Market Access and
Strategy.
2024 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,
2023, and 2024.
|
Name and Principal Position |
Year |
Salary ($) |
Stock Awards
($)(1) |
Non-Equity
Incentive Plan Compensation($)(2)
|
Total ($) |
|||||||||||||
|
Larry Jasinski, |
||||||||||||||||||
|
Chief Executive |
2024 |
442,312 |
— |
30,962 |
473,274 |
|||||||||||||
|
Officer and Director |
2023 |
442,312 |
167,714 |
278,657 |
888,683 |
|||||||||||||
|
Charles Remsberg, Vice President of International Sales |
2024 |
375,000 |
— |
— |
375,000 |
|||||||||||||
|
2023 |
125,000 |
140,857 |
— |
265,857 |
||||||||||||||
|
Jeannine Lynch, |
||||||||||||||||||
|
Vice President of Market |
2024 |
359,004 |
— |
10,000 |
369,004 |
|||||||||||||
|
Access and Strategy |
2023 |
351,104 |
82,500 |
113,058 |
546,662 |
|||||||||||||
| (1) |
Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The fair value of restricted stock units (“RSUs”)
granted is determined based on the price of the Company’s ordinary shares on the date of grant. This amount does not correspond
to the actual value that may be recognized by the Named Executive Officer upon the vesting and subsequent settlement of the restricted
stock units. |
| (2) |
Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives
on account of fiscal year 2024. |
89
Pursuant to regulations promulgated under the Israel Companies Law, we are required
to disclose the total compensation earned during 2024 by our five most highly-compensated office holders (as defined in the Israel Companies
Law). Three of such individuals are our Named Executive Officers, as defined above, and their respective total compensation for 2024 is
set forth in the Summary Compensation Table. The other two individuals, and their respective total compensation for 2024, is as follows:
|
Name and Principal Position |
Salary ($) |
Stock Awards
($)(1) |
Non-Equity Incentive Plan Compensation($)(2)
|
All Other Compensation ($) |
Total ($) |
|||||||||||||||
|
Michael Lawless, |
||||||||||||||||||||
|
Chief Financial Officer |
||||||||||||||||||||
|
Regulatory and Quality |
323,621 |
— |
11,410 |
— |
335,031 |
|||||||||||||||
|
Miri Pariente, |
||||||||||||||||||||
|
Vice President of Operations, |
||||||||||||||||||||
|
Regulatory and Quality(3)
|
191,048 |
— |
10,000 |
94,303 |
(4)
|
295,351 |
||||||||||||||
| (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 individuals listed in the table above upon the vesting and subsequent settlement of the restricted stock units.
|
| (2) |
Amounts represent the annual bonuses paid with respect to achievement of the Company and, if applicable, individual performance objectives
on account of fiscal year 2024. |
| (3) |
The amounts set forth for each of Ms. Pariente and Mr. Adar in the columns “Salary,” “Non-Equity Incentive Plan,”
and “All Other Compensation” represent payments, contributions and/or allocations that were made in New Israel Shekels (“NIS”)
and have been translated to U.S. dollars according to the average exchange rate on the applicable period. |
| (4) |
Consists of $55,929 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the
Company of $38,374 with respect to Ms. Pariente’s personal use of a Company-leased car. |
Narrative Disclosure to the 2024 Summary Compensation Table
Our compensation committee reviews and approves the compensation
of our executive officers and is primarily responsible for determining the compensation for the Named Executive Officers and office holders
(within the meaning of the Israeli Companies Law) consistent with our overall executive compensation philosophy. Our compensation committee
reviews and discusses the compensation of other officers with the chief executive officer and considers overall Company performance against
goals, individual executive performance, and internal and external equity as key factors in those decisions. We develop our compensation
programs after reviewing publicly available compensation data. Aon advises the compensation committee on all of the principal aspects
of executive compensation. Aon attends meetings of the compensation committee when requested to do so. Aon reports directly to the compensation
committee and not to management, although it meets with management for purposes of gathering information for its analyses and recommendations.
The compensation committee has assessed the independence of Aon consistent with SEC regulations and Nasdaq listing standards and has concluded
that the engagement of Aon does not raise any conflict of interest.
90
Base Salaries
At the beginning of 2024, our compensation committee reviewed and approved the base
salaries of the Named Executive Officers based on an analysis of external market conditions and individual performance against goals.
The table below sets forth the base salaries for each of the Named Executive Officers for 2024:
|
Name |
2024 Base Salary ($) |
|||
|
Larry Jasinski |
442,312 |
|||
|
Charles Remsberg |
375,000 |
|||
|
Jeannine Lynch |
359,004 |
|||
2024 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 2024, pursuant to
which employees were eligible to receive a bonus with respect to their performance in such year. Each Named Executive Officer’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 2024 fiscal year. Not all goals were required to be satisfied for a Named Executive
Officer to receive a portion of the bonus. The principal business performance objective under the non-equity incentive plan for 2024 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 30% for revenue targets, 15% for market development targets and 30% for net loss targets. A personal performance
objective, which is subjective in nature, made up the remaining 25%.
If the target was met in all categories of the business performance
objective, 100% of the Named Executive Officer’s bonus was to be paid. The percentage of the bonus to be paid varied depending on
the specific target and the level of achievement.
In February 2025, the compensation committee completed an evaluation
of the Company’s overall performance for 2024 and the Named Executive Officers’ respective contributions in achieving this
performance. The compensation committee’s review was based on Company performance against business objectives, as well as personal
performance against individual goals established by the compensation committee. Following such review, our Board (following the recommendation
of the compensation committee) approved the bonuses for the Named Executive Officers.
Equity Compensation
Our equity grant program is intended to align the interests of our Named Executive Officers
with those of our shareholders and to motivate them to make important contributions to our performance. Our 2014 Plan expired on August
19, 2024 and our shareholders have not approved a new equity incentive compensation plan. As a result, we did not grant any equity awards
in 2024.
Employee Benefits and Perquisites
We currently maintain the Lifeward, 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 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.
91
Equity Grant Timing
Our policies and practices regarding the granting of equity awards are carefully designed
to ensure compliance with applicable securities laws and to maintain the integrity of our executive compensation program. The compensation
committee of our board of directors is responsible for the timing and terms of equity awards to executives and other eligible employees.
The timing of equity award grants is determined with consideration to a variety of factors,
including but not limited to, the achievement of pre-established performance goals and market conditions. We do not follow a predetermined
schedule for the granting of equity awards. In determining the timing and terms of an equity award, the board of directors or the compensation
committee may consider material nonpublic information to ensure that such grants are made in compliance with applicable laws
and regulations. The board’s or the compensation committee’s procedures to prevent the improper use of material nonpublic information
in connection with the granting of equity awards include oversight by legal counsel and, where appropriate, delaying the grant of equity
awards until the public disclosure of such material nonpublic information.
We are committed to maintaining transparency in our executive compensation practices
and to making equity awards in a manner that is not influenced by the timing of the disclosure of material nonpublic information
for the purpose of affecting the value of executive compensation. We regularly review our policies and practices related to equity awards
to ensure they meet the evolving standards of corporate governance.
Employment Agreements of Named Executive Officers
Each of Larry Jasinski, our CEO, Charles Remsberg, our Vice President
of International Sales, 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.
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, and effective as of January
1, 2024, the annual base salary was $442,312. The annual performance bonus was originally set at up to 35% of annual base salary. 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.
92
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.
Charles Remsberg
We entered into an employment agreement with Mr. Remsberg,
pursuant to which he has served as our Chief Sales Officer since August 11, 2023 (as amended from time to time, the “Remsberg Employment
Agreement”). The Remsberg Employment Agreement provides for an annual base salary of $375,000 and is subject to increases as may
be determined from time to time by the compensation committee of the Board, and 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 Remsberg Employment Agreement also
provides that Mr. Remsberg would receive, as an inducement grant, a restricted stock unit award covering 28,571 ordinary shares, as adjusted
to reflect the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024 (the “Remsberg Inducement
Award”), which award vests in four equal annual instalments commencing as of the grant date. The terms of the Remsberg Inducement
Award are generally consistent with the terms applicable to restricted stock unit awards set forth in our 2014 Equity Incentive Plan (as
amended from time to time, the “2014 Plan”); provided, however, that in the event Mr. Remsberg’s ’s employment
with the Company is terminated by the Company (or its successor) not for “Cause”, or if Mr. Remsberg terminates his employment
for “Good Reason” within 90 days prior to a Change of Control (as all such terms are defined in the Remsberg Employment Agreement)
or one year following a Change of Control, the Remsberg Inducement Award will vest upon the later to occur of (i) the effective date of
termination of employment, (ii) the release Effective Date (as defined in the Remsberg Employment Agreement) and (iii) the date such Change
of Control is consummated. .
The Remsberg Employment Agreement is for an initial term through August 11, 2025,
and automatically renews for additional terms of twelve-months each, provided, however, that either party may terminate the Remsberg Employment
Agreement, effective as of the last date of any renewal term by providing at least 90 days prior written notice. The Remsberg Employment
Agreement also provides that the Company may terminate the Agreement immediately without providing prior notice in the event of death
or disability, or for cause. In the event that Mr. Remsberg’s employment is terminated by the Company without cause or if Mr. Remsberg
resigns for Good Reason not in connection with a Change of Control Event (as defined below), Mr. Remsberg will be entitled to a severance
payment equal to (i) 50% of the sum of (a)his then-current base salary, plus (b) 50% of his annual Target Bonus (as defined in the Remsburg
Employment Agreement), that Mr. Remsberg would have received had he not been terminated prior to the applicable payment date of the Target
Bonus representing a pro-rated six-month payment of the annual target bonus, payable in equal instalments over a period of six months
following such termination, and (iii) the replacement cost of his benefits for six months following such termination.
The Remsberg Employment Agreement provides that if a Change of Control occurs,
and within 90 days prior or one year following such Change of Control Mr. Remsberg is terminated without Cause or he resigns for Good
Reason (a “Change of Control Event”), Mr. Remsberg will be entitled to severance of 12 months of base salary, an amount
equal to Mr. Remsberg’s annual target bonus (assuming achievement of 100% of milestones and targets set by the board of directors),
payable promptly following such termination, and payment of the portion of COBRA premiums equal to the amount that we would have paid
to provide health insurance to Mr. Remsberg had Mr. Remsberg remained employed with us for twelve months following such termination.
In addition, as stated above, in the case of a Change of Control Event, the Remsberg Inducement Award will vest upon the effective date
of termination of employment. The Remsberg 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.
93
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 $361,637 effective April 1, 2024, 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 awards 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.
94
Outstanding Equity Awards at 2024 Fiscal Year-End
The following table sets forth information concerning outstanding equity awards as of
December 31, 2024, 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 |
6/27/2017 |
(3) |
713 |
— |
367.50 |
6/27/2027 |
||||||||||||||||
|
5/3/2018 |
(4) |
1,249 |
— |
188.13 |
5/3/2028 |
|||||||||||||||||
|
3/27/2019 |
(5) |
1,774 |
— |
37.56 |
3/27/2029 |
|||||||||||||||||
|
5/21/2021 |
(6) |
5,357 |
9,268 |
|||||||||||||||||||
|
8/2/2022 |
(7) |
14,288 |
24,718 |
|||||||||||||||||||
|
9/13/2023 |
(8) |
21,429 |
37,072 |
|||||||||||||||||||
|
Charles Remsberg |
8/11/2023 |
(9) |
21,429 |
37,072 |
||||||||||||||||||
|
Jeannine Lynch |
8/31/2021 |
(10) |
4,465 |
7,724 |
||||||||||||||||||
|
8/2/2022 |
(11) |
9,823 |
16,994 |
|||||||||||||||||||
|
6/30/2023 |
(12) |
17,732 |
25,486 |
|||||||||||||||||||
| (1) |
Represents grant dates of the stock option and RSU awards. |
| (2) |
The amount listed in this column represents the product of $1.73, which was the closing market price of the Company’s ordinary
shares as of December 31, 2024, multiplied by the number of shares subject to the award. |
| (3) |
This award is fully vested. |
| (4) |
This award is fully vested. |
| (5) |
This award is full vested. |
| (6) |
¼th of the RSU award vests on an annual
basis commencing on May 21, 2022, and ending on May 21, 2025. |
| (7) |
¼th of the RSU award vests on an annual
basis commencing on August 2, 2023, and ending on August 2, 2026. |
| (8) |
¼th of the RSU award vests on an annual
basis commencing on September 13, 2024, and ending on September 13, 2027. |
| (9) |
¼th of the RSU award vests on an annual
basis commencing on August 11, 2024, and ending on August 11, 2027. |
| (10) |
¼th of the RSU award vests on an annual
basis commencing on August 31, 2022, and ending on August 31, 2025. |
| (11) |
¼th of the RSU award vests on an annual
basis commencing on August 2, 2023, and ending on August 2, 2026. |
| (12) |
¼th of the RSU award vests on an annual
basis commencing on June 30, 2024, and ending on June 30, 2027. |
95
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 to retain key management.
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 of Named Executive Officers.”
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.
Policy for Recoupment of Incentive Compensation (Clawback Policy)
On September 13, 2023, we adopted an amended and restated policy
for recoupment of incentive compensation (the “Clawback Policy”) in compliance with the requirements of the Dodd-Frank Act,
final SEC rules and applicable Nasdaq listing standards (the “final clawback rules”), which covers our current and former
executive officers, including all of our named executive officers. Under the Clawback Policy, in the event that we are required to prepare
a restatement of our previously issued financial statements due to our material noncompliance with any financial reporting requirement
under securities laws, we are required to recover (subject to certain limited exceptions described in the Clawback Policy and permitted
under the final clawback rules) any cash or equity incentive-based compensation received by any current or former executive officer after
the effective date of the Clawback Policy and in the three years prior to the date we are required to restate our financial statements
that is in excess of the amount that would have been received based on the restated financial statements.
96
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, 2024, 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 Summary Compensation Table found elsewhere in this registration statement.
|
Name |
Fees Earned in Cash ($) |
Stock Awards
($)(1) |
Total ($) |
|||||||
|
Jeff Dykan |
25,455 |
(2) |
— |
25,455 |
||||||
|
Dr. John William Poduska |
44,426 |
(3) |
— |
44,426 |
||||||
|
Randel Richner |
39,332 |
(4) |
— |
39,332 |
||||||
|
Joseph Turk |
39,417 |
(5) |
— |
39,417 |
||||||
|
Hadar Levy |
34,447 |
(6) |
— |
34,447 |
||||||
|
Michael Swinford |
25,598 |
(7) |
50,000 |
75,598 |
||||||
|
Robert Marshall |
8,164 |
(8) |
— |
8,164 |
||||||
| (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 represents an award of 50,000 RSUs. These amounts
reflect the number of ordinary shares of the Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company
on March 15, 2024. 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 instalments starting three months following the grant date.
|
| (2) |
Represents $15,796 earned by Mr. Dykan as a portion of the annual retainer for serving as our Chairman of the Board of Directors,
$7,065 for attending meetings of the Board of Directors, $2,594 for serving as a chairman of the audit committee. Mr. Dykan resigned from
his positions as a member of the Board and as Chairman of the Board of Directors effective September 4, 2024. |
| (3) |
Represents $22,570 earned by Dr. Poduska as an annual retainer for serving as a non-employee director on the Board of Directors,
$12,823 for attending meetings of the Board of Directors, $4,519 for serving as a member of the audit committee, $4,514 for serving as
the chairman of the compensation committee. |
| (4) |
Represents $22,570 earned by Ms. Richner as an annual retainer for serving as a non-employee director on the Board of Directors,
$12,949 for attending meetings of the Board of Directors, $3,813 for serving as a member of the compensation committee. |
| (5) |
Represents $11,348 earned by Mr. Turk as a portion of the annual retainer for serving as our Chairman of the Board of Directors,
$11,222 as an annual retainer for serving as a non-employee director on the Board of Directors, $13,056 for attending meetings of the
Board of Directors and $3,791 for serving as a member of the compensation committee. Mr. Turk was appointed Chairman of the Board of Directors
effective September 4, 2024. |
| (6) |
Represents $22,570 earned by Mr. Levy as an annual retainer for serving as a non-employee director on the Board of Directors, $7,825
for attending meetings of the Board of Directors and $4,052 for serving as a member of the audit committee. |
| (7) |
Represents $15,851 earned by Mr. Swinford as a portion of the annual retainer for serving as a non-employee director on the Board
of Directors, $9,747 for attending meetings of the Board of Directors. Mr. Swinford joined our Board of Directors on April 18, 2024 and
as a result, his annual retainer was prorated. |
| (8) |
Represents $3,710 earned by Mr. Marshall as a portion of the annual retainer for serving as a non-employee director on the Board
of Directors, $2,528 for attending meetings of the Board of Directors and $1,926 for serving as a member of the audit committee. Mr. Marshall
joined our Board of Directors on November 2, 2024 and as a result, his annual retainer was prorated. |
The aggregate number of ordinary shares subject to outstanding options and RSU awards
for each of our non-employee directors as of December 31, 2024, is shown below. These amounts reflect the number of ordinary shares
of the Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024. Information regarding
Mr. Jasinski’s outstanding equity awards as of December 31, 2024, is set forth in the Outstanding Equity Awards Table found elsewhere
in this registration statement.
|
Name |
Number of Shares |
|||
|
Dr. John William Poduska |
69 |
|||
|
Randel Richner |
— |
|||
|
Joseph Turk |
— |
|||
|
Hadar Levy |
— |
|||
|
Hadar Levy |
— |
|||
|
Michael Swinford |
5,020 |
|||
|
Robert Marshall |
— |
|||
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 instalments 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 then-current 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.
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. 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.
97
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Relationships and Related Transactions
See “Item 11. Executive Compensation —Employment Agreements
of Named Executive Officers” above 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, 2023, 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, 2023, we did not enter into any transactions with the 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.
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.
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 and Supplement Agreement with Randel E. Richner
At our 2022 annual meeting of shareholders, our shareholders approved
the terms of a 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 CMS, 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.
98
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 could
not exceed 282 hours.
The initial term of the Consulting Agreement commenced January
1, 2022, and expired December 31, 2022. Approximately $119,850 was owed and paid to the Consultant for the initial term of the Consulting
Agreement.
At our 2023 annual meeting of shareholders, our shareholders approved
an extension of the Consulting Agreement until the earlier of December 31, 2023 or such time as we receive approval from CMS. The
extension term of the Consulting Agreement commenced January 1, 2023, and expired December 31, 2023. Approximately $119,999 was owed and
paid to the Consultant for the extension term of the Consulting Agreement.
However, because the process of receiving reimbursement approval from CMS was far more
complex and time-consuming than was initially contemplated, Ms. Richner was required to invest far more time during each of 2022 and 2023
than the maximum number of 282 consulting hours for each of 2022 and 2023 provided by the Consulting Agreement, as amended. Ms. Richner
also provided services during the first four months of 2024. In addition, as a result of expending so much time in providing her consulting
services to us, Ms. Richner was not able to take on other, higher-paying consulting assignments. The actual number of additional hours
invested by Ms. Richner during 2022 and 2023 in excess of the maximum number of 282 hours per year provided in the Consulting Agreement,
at her then-hourly rate of $425, and the hours expended by Ms. Richner in 2024 (for which Ms. Richner and we agreed that the hourly rate
should be $550 per hour, which better represented Ms. Richner’s then-new standard hourly rate), came to an aggregate of $297,000.
At our 2024 annual meeting of shareholders, our shareholders approved compensating Ms. Richner for such excess hours in the form of equity
compensation pursuant to an Amendment and Supplement Agreement among the Company, the Consultant and Ms. Richner (the “Supplement
Agreement”), subject to approval by our shareholders of a new equity compensation plan. As of the date of this prospectus, our shareholders
have not yet approved a new equity compensation plan. The Supplement Agreement provided for a grant of equity compensation to Ms. Richner
(rather than to the Consultant) in the form of stock options to purchase our ordinary shares, to be issued in three tranches as follows
(these dates, assumed that our shareholders would approve a new equity compensation plan at our 2024 annual meeting):
| • |
On November 10, 2024, options will be issued having an aggregate value of $120,000, calculated utilizing a Black-Scholes valuation
model based on the closing price of our ordinary shares on such date, but in no event will we issue such options in 2024 to purchase more
than 45,614 ordinary shares; |
| • |
On November 11, 2025, options will be issued having an aggregate value of $120,000, calculated utilizing a Black-Scholes valuation
model based on the closing price of our ordinary shares on such date, but in no event will we issue such options in 2025 to purchase more
than 45,614 ordinary shares; and |
| • |
On November 12, 2026, options will be issued having an aggregate amount of $57,000, calculated utilizing a Black-Scholes valuation
model based on the closing price of our ordinary shares on such date, but in no event will we issue such options in 2026 to purchase more
than 21,662 ordinary shares. |
By way of example only, utilizing a Black-Scholes valuation of
$2.35 per share underlying the options based on the closing price of our ordinary shares of $3.90 on July 15, 2024, the number of shares
underlying the three grants of options to be made to Ms. Richner described above would have been 51,111, 51,111 and 10,668, respectively,
but due to the caps described above on the number of shares that can underlie grants of options to Ms. Richner, the number of shares would
be 45,614, 45,614 and 10,66 respectively.
99
The grant provided that each of the stock options will vest immediately
upon issuance and will be exercisable for a term of seven years, whether or not Ms. Richner continues to serve as a member of the Board,
the exercise price per share of the options will be the closing price of our ordinary shares used for purposes of the respective Black-Scholes
valuation, and the stock options can be exercised on a net exercise basis. Finally, as long as Ms. Richner remains engaged by us as a
member of the Board, her ability to engage in any transactions in relation to the ordinary shares underlying the stock options will be
subject to our Insider Trading Policy.
As described above, as of the date of this registration statement our shareholders have
not approved a new equity incentive compensation plan and therefore no options have been issued to Ms. Richner.
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.
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.
100
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.
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.
101
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED
STOCKHOLDER MATTERS
As of February 7, 2025,
there were 10,629,301 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 February 7, 2025, concerning the number of ordinary shares beneficially owned, directly or indirectly,
by:
(1) each person, or group of affiliated
persons, known to us to beneficially own more than 5% of our outstanding ordinary shares;
(2) each of our directors and director nominees;
(3) each of our Named Executive Officers
(as defined under “Summary Compensation Table” above); and
(4) 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 February 7, 2025 and shares subject to RSUs that were vested as of or will vest within 60 days of February 7, 2025 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 Lifeward Ltd., 200 Donald Lynch Blvd., Marlborough, MA 01752.
102
|
Ordinary Shares Beneficially Owned |
|||||||
|
Name |
Number of Shares |
Percentage |
|||||
|
5%-or-More Beneficial Owners: |
|||||||
|
Lind Global Funds(1)
|
857,996 |
8.1 |
% | ||||
|
Named Executive Officers and Directors:
|
|||||||
|
Larry Jasinski(2)
|
61,705 |
* |
|||||
|
Randel Richner(3)
|
21,567 |
* |
|||||
|
Dr. John William Poduska(4)
|
20,102 |
* |
|||||
|
Joseph Turk(5)
|
33,134 |
* |
|||||
|
Hadar Levy(6)
|
15,656 |
* |
|||||
|
Michael Swinford(7)
|
62,530 |
* |
|||||
|
Robert Marshall(8)
|
— |
* |
|||||
|
Jeannine Lynch(9)
|
18,641 |
* |
|||||
|
Michael A. Lawless(10)
|
26,112 |
* |
|||||
|
Charles Remsberg (11)
|
7,142 |
* |
|||||
|
Almog Adar(12)
|
16,515 |
* |
|||||
|
All directors and executive officers as a group (eleven persons) (13)
|
283,104 |
2.7 |
% | ||||
| * |
Ownership of less than 1%. |
| (1) |
Based on a Schedule 13D/A filed on January 8, 2025, by Lind
Global Fund II LP (“Global Fund II”), 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”). The foregoing
excludes warrants to purchase 247,334 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 57,969 ordinary shares, including exercisable options to purchase 3,736 ordinary shares. |
| (3) |
Consists of 21,567 ordinary shares. |
| (4) |
Consists of 20,033 ordinary shares, including exercisable options to purchase 69 ordinary shares. |
| (5) |
Consists of 33,134 ordinary shares. |
| (6) |
Consists of 16,656 ordinary shares. |
| (7) |
Consists of 62,530 ordinary shares. |
| (8) |
Mr. Marshall was appointed to our Board effective November 2, 2024. |
| (9) |
Consists of 18,641 ordinary shares. |
| (10) |
Consists of 26,112 ordinary shares. |
| (11) |
Consists of 7,142 ordinary shares. |
| (12) |
Consists of 16,515 ordinary shares. |
| (13) |
Consists of (i) 279,299 ordinary shares directly or beneficially owned by our executive officers and our six directors other than
Mr. Jasinski and (ii) 3,805 ordinary shares constituting the cumulative aggregate number of options granted to the executive officers
and directors. |
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 as of December 31, 2024. On August 19, 2014, we adopted the 2014 Plan. Pursuant
to Section 1.3 of the 2014 Plan, no awards can be granted under the plan on or after ten years from the date of adoption of the 2014 Plan.
As a result, since August 19, 2024, we cannot grant any additional equity awards under the 2014 Plan. In addition, as of the date of this
registration statement our shareholders have not approved a new equity incentive compensation plan. Accordingly, at this time we cannot
grant equity awards under an equity compensation plan approved by our shareholders.
The information below reflects a number of ordinary shares of the
Company after the 1-for-7 reverse share split of the ordinary shares effected by the Company on March 15, 2024.
103
|
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
|
331,816 |
(1) |
$ |
187.94 |
(2) |
— |
(3) | |||
|
Equity compensation plans not approved by security holders
|
— |
— |
— |
|||||||
|
Total
|
331,716 |
$ |
187.94 |
— |
||||||
| (1) |
Represents shares issuable under our 2014 Plan upon exercise of options outstanding to purchase 4,573 shares and upon the settlement
of outstanding RSUs with respect to 327,243 shares. |
| (2) |
The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options to purchase ordinary
shares. It does not reflect the ordinary shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise
price. |
| (3) |
As described above, since August 19, 2024, we cannot grant any additional equity awards under the 2014 Plan, and as of the date of
this registration statement our shareholders have not approved a new equity incentive compensation plan. Accordingly, at this time we
cannot grant any equity awards under an equity compensation plan approved by our shareholders. |
104
DESCRIPTION
OF ORDINARY SHARES
General
Our authorized share capital currently consists solely of 25,000,000 ordinary shares,
par value NIS 1.75 per share. 10,629,301 ordinary shares were issued and outstanding as of February 7, 2025.
All of our issued and outstanding ordinary shares are validly issued, fully paid and
non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.
For information about deduction of the withholding tax or other duties from dividend
payments, see “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities”
and “Item 1A. Risk Factors. Risks Related to Our Incorporation and Location in Israel” of our 2023 Annual Report.
Ordinary Shares
Quorum Requirements
The quorum required for our general meetings of shareholders consists of at least two
holders of our ordinary shares present in person or by proxy and holding among them at least 33 1/3% of the total outstanding voting rights.
Vote Requirements
Pursuant to our Articles of Association, holders of our ordinary shares have one vote
for each ordinary share held on all matters submitted to a vote before the shareholders at a general meeting. Shareholders may vote at
a general meeting either in person, by proxy or by written ballot.
Our Articles of Association provide that all resolutions of our shareholders require
a simple majority vote, unless otherwise required by the Israel Companies Law, 5799-1999 (the “Israel Companies Law”) or by
our Articles of Association. Under the Israel Companies Law, each of (i) the approval of an extraordinary transaction with a controlling
shareholder and (ii) the terms of employment or other engagement of the controlling shareholder of the company or such controlling shareholder’s
relative (even if not extraordinary) requires special approval. For more information, see our Registration Statement on Form 8-A as filed
with the SEC on September 2, 2014 under the heading “Item 1. Description of Registrant’s Securities to be Registered.”
Under our Articles of Association, the alteration of the rights, privileges, preferences or obligations of any class of our shares requires
a simple majority vote of all classes of shares voting together as a single class at a shareholder meeting. Our Articles of Association
also require that the removal of any director from office (other than our external directors) or the amendment of the provisions of our
amended articles relating to our staggered board requires the vote of 65% of the total voting power of our shareholders. In addition,
the voluntary winding up, or approval of a scheme of arrangement or reorganization, of the Company pursuant to Section 350 of the Israel
Companies Law, requires the approval of holders of 75% of the voting rights represented at the meeting, in person, by proxy or by voting
deed and voting on the resolution.
Preferred Shares
The Company may, from time to time, by shareholders resolution, provide for shares with
such preferred or deferred rights or rights of redemption or other special rights and/or such restrictions, whether in regard to dividends,
voting, repayment of share capital or otherwise, as may be stipulated in such resolution (subject to the provisions of the Israel Companies
Law). The rights of the holders of ordinary shares will be subject to, and may be adversely affected by, the rights of holders of any
preferred shares that may be issued in the future. As of the date of the filing of this registration statement, we had no preferred shares
outstanding.
105
Transfer of Shares; Share Ownership Restrictions
Our fully paid ordinary shares are issued in registered form and may be freely transferred
under our Articles of Association, unless the transfer is restricted or prohibited by another instrument, applicable law or the rules
of a stock exchange on which the shares are listed for trade. The ownership or voting of our ordinary shares by non-residents of Israel
is not restricted in any way by our Articles of Association or the laws of the State of Israel, except for ownership by nationals of some
countries that are, or have been, in a state of war with Israel.
Election of Directors
Our ordinary shares do not have cumulative voting rights for the election of directors.
As a result, the holders of a majority of the voting power represented at a shareholders meeting have the power to elect all of our directors,
subject to the special approval requirements for external directors.
Under our Articles of Association, our board of directors must consist of not less than
five but no more than thirteen directors, including two external directors as and if required by the Israel Companies Law. Pursuant to
our Articles of Association, other than the external directors, for whom special election requirements apply under the Israel Companies
Law, the vote required to appoint a director is a simple majority vote of holders of our voting shares, participating and voting at the
relevant meeting. In addition, our directors, other than the external directors, are divided into three classes that are each elected
at a general meeting of our shareholders every three years, in a staggered fashion (such that one class is elected each year), and serve
on our board of directors unless they are removed by a vote of 65% of the total voting power of our shareholders at a general or special
meeting of our shareholders or upon the occurrence of certain events, in accordance with the Israel Companies Law and our Articles of
Association. In addition, our Articles of Association allow our board of directors to appoint new directors and appoint directors to fill
vacancies on the board of directors to serve for a term of office equal to the remaining period of the term of office of the directors(s)
whose office(s) have been vacated.
External directors are elected for an initial term of three years, may be elected for
additional terms of three years each under certain circumstances and may be removed from office pursuant to the terms of the Israel Companies
Law. Pursuant to regulations promulgated under the Israel Companies Law, as a company that does not have a controlling shareholder and
that complies with the United States securities laws and the corporate governance rules of the Nasdaq Stock Market, we are permitted to
“opt out” of the requirement to appoint external directors. In February 2018, we opted out of the requirement to have external
directors.
Dividend and Liquidation Rights
Subject to the Israel Companies Law, we may declare a dividend to be paid to the holders
of our ordinary shares in proportion to their respective shareholdings. Under the Israel Companies Law, dividend distributions are determined
by the board of directors and do not require the approval of the shareholders of a company unless the company’s articles of association
provide otherwise. Our Articles of Association do not require shareholder approval of a dividend distribution and provide that dividend
distributions may be determined by our board of directors.
Pursuant to the Israel Companies Law, a company may make a distribution of dividends
out of its profits on the condition that there is no reasonable concern that the distribution may prevent the company from meeting its
existing and expected obligations when they fall due. The Israel Companies Law defines such profit as retained earnings or profits accrued
in the last two years, whichever is greater, according to the last reviewed or audited financial statements of the company, provided that
the date of the financial statements is not more than six months before the distribution.
In the event of our liquidation, after satisfaction of liabilities to creditors, our
assets will be distributed to the holders of our ordinary shares in proportion to their shareholdings. This right, as well as the right
to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares
with preferential rights that may be authorized in the future.
106
Exchange Controls
There are currently no Israeli currency control restrictions on payments of dividends
or other distributions with respect to our ordinary shares or the proceeds from the sale of the shares, except for the obligation of Israeli
residents to file reports with the Bank of Israel regarding certain transactions. However, legislation remains in effect pursuant to which
currency controls can be imposed by administrative action at any time.
Shareholder Meetings
Under Israeli law, we are required to hold an annual general meeting of our shareholders
once every calendar year and no later than 15 months after the date of the previous annual general meeting. All meetings other than the
annual general meeting of shareholders are referred to in our Articles of Association as extraordinary general meetings. Our board of
directors may call extraordinary general meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may
determine. In addition, the Israel Companies Law provides that our board of directors is required to convene an extraordinary general
meeting upon the written request of (i) any two of our directors or one-quarter of the members of our board of directors or (ii) one or
more shareholders holding, in the aggregate, either (a) ten percent or more of our outstanding issued shares and one percent of our outstanding
voting power or (b) ten percent or more of our outstanding voting power.
Subject to the provisions of the Israel Companies Law and the regulations promulgated
thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record on a date to be decided by
the board of directors, which may be between four and 60 days prior to the date of the meeting. Furthermore, the Israel Companies Law
requires that resolutions regarding the following matters be passed at a general meeting of our shareholders:
| • |
amendments to our Articles of Association; |
| • |
appointment or termination of our auditors; |
| • |
appointment of external directors; |
| • |
approval of certain related party transactions; |
| • |
increases or reductions of our authorized share capital; |
| • |
a merger; and |
| • |
the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers
and the exercise of any of its powers is required for our proper management |
The Israel Companies Law and our Articles of Association require that notice of any
annual general meeting or extraordinary general meeting be provided to shareholders at least 21 days prior to the meeting and if the agenda
of the meeting includes the appointment or removal of directors, the approval of transactions with office holders or interested or related
parties, or an approval of a merger, notice must be provided at least 35 days prior to the meeting.
Under the Israel Companies Law and under our Articles of Association, our shareholders
are not permitted to take action via written consent in lieu of a meeting.
Access to Corporate Records
Under the Israel Companies Law, shareholders generally have the right to review: minutes
of our general meetings; our shareholders register and principal shareholders register; our Articles of Association; our
annual financial statements; and any document that we are required by law to file publicly with the Israel Companies Registrar or
the Israel Securities Authority. In addition, shareholders may request to be provided with any document related to an action or transaction
with a related party that requires shareholder approval under the related party transaction provisions of the Israel Companies Law. We
may deny a request to review a document if we believe it has not been made in good faith, that the document contains a trade secret or
patent or that the document’s disclosure may otherwise impair our interests.
107
Acquisitions Under Israeli Law
Full Tender Offer. A person wishing to acquire
shares of an Israeli public company and who would as a result hold over 90% of the target company’s issued and outstanding share
capital (or of a class thereof) is required by the Israel Companies Law to make a tender offer to all of the company’s shareholders
for the purchase of all of the issued and outstanding shares of the company (or the applicable class). If as a result of a full tender
offer the purchaser would own more than 95% of the issued and outstanding share capital of the company or of the applicable class, and
more than half of the shareholders who do not have a personal interest in the offer accept the offer, all of the shares that the purchaser
offered to purchase will be transferred to the acquirer by operation of law. The law provides for appraisal rights if any shareholder
files a request in court within six months following the consummation of a full tender offer, provided that the purchaser is entitled
to stipulate that tendering shareholders forfeit their appraisal rights. If as a result of a full tender offer the purchaser would own
95% or less of the issued and outstanding share capital of the company or of the applicable class, the purchaser may not acquire shares
that will cause its shareholding to exceed 90% of the issued and outstanding share capital of the company or of the applicable class.
Special Tender Offer. The Israel Companies Law
provides that an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of
the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company, unless there is already another
holder of at least 25% of the voting rights in the company. Similarly, the Israel Companies Law provides that an acquisition of shares
in a public company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder
of more than 45% of the voting rights in the company, if there is no other shareholder of the company who holds more than 45% of the voting
rights in the company, subject to certain exceptions.
A special tender offer must be extended to all shareholders of a company but the offeror
is not required to purchase shares representing more than 5% of the voting power attached to the company’s outstanding shares, regardless
of how many shares are tendered by shareholders. A special tender offer may be consummated only if (i) at least 5% of the voting power
attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer
exceeds the number of shares whose holders objected to the offer (excluding the purchaser, controlling shareholders, holders of 25% or
more of the voting rights in the company or any person having a personal interest in the acceptance of the tender offer). If a special
tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such
controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter
into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity
undertook to effect such an offer or merger in the initial special tender offer.
Merger. The Israel Companies Law permits merger
transactions if approved by each party’s board of directors and, unless certain requirements described under the Israel Companies
Law are met, by a majority vote of each party’s shares, and, in the case of the target company, a majority vote of each class of
its shares, voted on the proposed merger at a shareholders meeting.
For purposes of the shareholder vote, unless a court rules otherwise, the merger will
not be deemed approved if a majority of the votes of shares represented at the shareholders meeting that are held by parties other than
the other party to the merger, or by any person (or group of persons acting in concert) who holds (or hold, as the case may be) 25% or
more of the voting rights or the right to appoint directors of the other party, vote against the merger. If, however, the merger involves
a merger with a company’s own controlling shareholder or if the controlling shareholder has a personal interest in the merger, then
the merger is instead subject to the same special majority approval that governs all extraordinary transactions with controlling shareholders.
If the transaction would have been approved by the shareholders of a merging company
but for the separate approval of each class or the exclusion of the votes of certain shareholders as provided above, a court may still
approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is
fair and reasonable, taking into account the value of the parties to the merger and the consideration offered to the shareholders of the
company.
108
Upon the request of a creditor of either party to the proposed merger, the court may
delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company
will be unable to satisfy the obligations of the merging entities, and may further give instructions to secure the rights of creditors.
In addition, a merger may not be consummated unless at least 50 days have passed from
the date on which a proposal for approval of the merger was filed by each party with the Israeli Companies Registrar and at least 30 days
have passed from the date on which the merger was approved by the shareholders of each party.
Anti-takeover Measures Under Israeli Law
The Israel Companies Law allows us to create and issue shares having rights different
from those attached to our ordinary shares, including shares providing certain preferred rights with respect to voting, distributions
or other matters and shares having preemptive rights. Upon the closing of our initial public offering, our Articles of Association were
amended to provide that no preferred shares are authorized. In the future, if we do authorize, create and issue a specific class of preferred
shares, such class of shares, depending on the specific rights that may be attached to it, may have the ability to frustrate or prevent
a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The
authorization and designation of a class of preferred shares will require an amendment to our Articles of Association, which requires
the prior approval of the holders of a majority of the voting power attaching to our issued and outstanding shares at a general meeting.
The convening of the meeting, the shareholders entitled to participate and the majority vote required to be obtained at such a meeting
will be subject to the requirements set forth in the Israel Companies Law as described above in “- Vote Requirements.”
Transfer Agent and Registrar
The transfer agent and registrar for our ordinary shares is Equiniti Trust Company,
LLC. Its address is 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is (800) 937-5449.
109
MATERIAL
TAX CONSIDERATIONS
The following
description is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition
of our Ordinary Shares. You should consult your own tax advisor concerning the tax consequences of your particular situation, as well
as any tax consequences that may arise under the laws of any state, local, foreign or other taxing jurisdiction.
Israeli Tax Considerations
The following is a discussion of the material
Israeli tax consequences concerning the ownership and disposition of our securities. This summary does not discuss all the aspects of
Israeli tax law that may be relevant to a particular investor in light of his or her personal investment circumstances or to some types
of investors subject to special treatment under Israeli law. Examples of such investors include residents of Israel or traders in securities
who are subject to special tax regimes not covered in this discussion. Because parts of this discussion are based on new tax legislation
that has not yet been subject to judicial or administrative interpretation, we cannot assure you that the appropriate tax authorities
or the courts will accept the views expressed in this discussion. The discussion below is subject to change, including due to amendments
under Israeli law or changes to the applicable judicial or administrative interpretations of Israeli law, which change could affect the
tax consequences described below. The discussion should not be construed as legal or professional tax advice and does not cover all possible
tax considerations.
Sale, Exchange or Other
Taxable Disposition of Ordinary Shares
A non-Israeli resident who derives capital
gains from the sale of shares or warrants in an Israeli resident company that were purchased after the company was listed for trading
on a stock exchange outside of Israel will be exempt from Israeli tax so long as the securities were not held through a permanent establishment
that the non-resident maintains in Israel. A partial exemption may be available for non-Israeli resident holders who acquired their securities
prior to the issuer’s initial public offering.
However, a non-Israeli “body of persons”
(as defined in the Israeli Income Tax Ordinance (New Version), 5721-1961), which includes corporate entities, partnerships and other entities,
will not be entitled to the foregoing exemption if Israeli residents: (i) have a controlling interest of more than 25% in any of the means
of control of such non-Israeli body of persons or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits
of such non-Israeli body of persons, whether directly or indirectly. Such exemption is not applicable to a person whose gains from selling
or otherwise disposing of the securities are deemed to be a business income.
Additionally, a sale of securities by a non-Israeli
resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example, under the United
States-Israel Tax Treaty, the disposition of shares by a shareholder who (i) is a U.S. resident (for purposes of the treaty), (ii) holds
the shares as a capital asset, and (iii) is entitled to claim the benefits afforded to such person by the treaty, is generally exempt
from Israeli capital gains tax. Such exemption will not apply if: (i) the capital gain arising from such sale, exchange, or disposition
is attributed to real estate located in Israel; (ii) the capital gain arising from such sale, exchange, or disposition is attributed to
royalties; (iii) the capital gain arising from the disposition can be attributed to a permanent establishment in Israel; (iv) the shareholder
holds, directly or indirectly, shares representing 10% or more of the voting capital during any part of the 12-month period preceding
the disposition, subject to certain conditions; or (v) such U.S. resident is an individual and was present in Israel for 183 days or more
during the relevant taxable year. In such case, the sale, exchange or disposition of our Ordinary Shares should be subject to Israeli
tax, to the extent applicable; however, under the United States-Israel Tax Treaty, the taxpayer would be permitted to claim a credit for
such taxes against the U.S. federal income tax imposed with respect to such sale, exchange or disposition, subject to the limitations
under U.S. law applicable to foreign tax credits. The United States-Israel Tax Treaty does not relate to U.S. state or local taxes.
In some instances where our holders may be
liable for Israeli tax on the sale of their securities, the payment of the consideration may be subject to the withholding of Israeli
tax at source and sellers may be required to demonstrate that they are exempt from tax on their capital gains in order to avoid withholding
at source at the time of sale. Specifically, the Israel Tax Authority may require shareholders who are not liable for Israeli capital
gains tax on such a sale to sign declarations on forms specified by the Israel Tax Authority, provide documents (including, for example,
a certificate of residency) or obtain a specific exemption from the Israel Tax Authority to confirm their status as non-Israeli residents
(and, in the absence of such declarations or exemptions, the Israel Tax Authority may require the purchaser of the shares to withhold
tax at source).
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If the above exemptions from capital gains
tax are not available, individuals will be subject to a 25% tax rate on capital gains derived from the sale of securities, as long as
the individual is not a “substantial shareholder” of the corporation issuing the shares (in which case the individual will
be subject to a 30% tax rate), and corporations will be subject to a corporate tax rate (currently 23%). A “substantial shareholder”
is generally a person who alone or together with such person’s relative or another person who collaborates with such person on a
permanent basis, holds, directly or indirectly, at least 10% of any of the “means of control” of the corporation. “Means
of control” generally include the right to vote, receive profits, nominate a director or an executive officer, receive assets upon
liquidation, or instruct someone who holds any of the aforesaid rights how to act, regardless of the source of such right (which source
may include shares and rights to shares such as warrants). The determination of whether the individual is a substantial shareholder will
be made on the date on which the securities are sold. In addition, the individual will be deemed to be a substantial shareholder if at
any time during the 12 months preceding the date of sale he or she was a substantial shareholder.
Taxation of Non-Israeli
Shareholders on Receipt of Dividends
Dividends paid on publicly traded shares,
like our Ordinary Shares, to non-Israeli residents are generally subject to Israeli withholding tax at a rate of 25%, unless a lower rate
is provided under an applicable tax treaty and a certificate from the Israeli Tax Authority allowing for a reduced withholding tax rate
is obtained in advance. However, if the shareholder is a “substantial shareholder” at the time of receiving the dividend or
at any time during the preceding 12-month period, the applicable tax rate will be 30%; nevertheless, such dividends are generally subject
to Israeli withholding tax at a rate of 25% rather than 30%, even if the recipient is a substantial shareholder, if the shares are registered
with a nominee company (i.e. held in street name).
Under the United States-Israel Tax Treaty,
the maximum rate of tax withheld at source in Israel on dividends paid to a holder of our Ordinary Shares who is a U.S. resident (for
purposes of the United States-Israel Tax Treaty) is 25%. The United States Israel Tax Treaty provides for reduced tax rates on dividends
if (a) the shareholder is a U.S. corporation holding at least 10% of our issued voting power during the part of the tax year that precedes
the date of payment of the dividend and held such minimal percentage during the whole of its prior tax year, and (b) not more than 25%
of the Israeli company’s gross income consists of interest or dividends, other than dividends or interest received from subsidiary
corporations or corporations 50% or more of the outstanding voting shares of which is owned by the Israeli company. The reduced treaty
rate, if applicable, is 15% in the case of dividends paid from income derived from an Approved Enterprise, a Beneficiary Enterprise, a
Preferred Enterprise, a Preferred Technology Enterprise or a Special Preferred Technology Enterprise (certain Israeli tax-benefit programs
that may apply to us) or 12.5% otherwise. The aforementioned rates under the United States Israel Tax Treaty will not apply if the dividend
income was derived through or attributed to a permanent establishment of the Treaty U.S. Resident in Israel. We cannot assure you that
in the event we declare a dividend we will designate the income out of which the dividend is paid in a manner that will reduce shareholders’
tax liability.
If the dividend is attributable partly to
income derived from an Approved Enterprise, a Beneficiary Enterprise, a Preferred Enterprise, a Preferred Technology Enterprise or a Special
Preferred Technology Enterprise and partly to other sources of income, the withholding rate will be a blended rate reflecting the relative
portions of the two types of income. U.S. residents who are subject to Israeli withholding tax on a dividend may be entitled to a credit
or deduction for United States federal income tax purposes in the amount of the taxes withheld, subject to detailed rules contained in
U.S. tax legislation.
Surtax
Individuals who are subject to income tax
in Israel (whether any such individual is an Israeli resident or non-Israeli resident) are also subject to an additional surtax at a rate
of 3% on annual income (including, but not limited to, income derived from dividends, interest and capital gains) exceeding NIS 721,560
for 2025. This amount is generally linked to the annual change in the Israeli consumer price index, but it will not be so adjusted during
2025-27. In addition, an individual whose taxable income from Capital Sources in the tax year exceeds such amount shall be subject to
an additional tax on the portion of their taxable income from Capital Sources that exceeds such amount, at a rate of 2%. For this purpose,
“Capital Source” means any source of income (including capital gains, dividends and interest) other than income from business,
employment and personal exertion.
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Israel Innovation Authority
We have received grants from the Israel Innovation
Authority, or the IIA, for research and development programs in the aggregate amount of approximately $2.8 million as of September 30,
2024. We may in the future apply to receive additional grants from the IIA to support our research and development activities. With respect
to such grants we are committed to pay royalties at a rate of 3.0% on sales proceeds up to the total amount of grants received, linked
to the dollar and bearing interest at an annual rate of LIBOR applicable to dollar deposits. As of September 30, 2024, the amount of royalties
that we paid to the IIA was $114,000 and the remaining aggregate amount to be returned to the IIA through royalties on future sales was
about $1.6 million. If we transfer our manufacturing outside of Israel the rate of royalties and the aggregate amount to be repaid can
be increased significantly. Even after payment in full of these amounts, we will still be required to comply with the requirements of
the Israeli Encouragement of Industrial Research, Development and Technological Innovation Law, 5744-1984, or the R&D Law, and related
regulations and IIA guidelines, with respect to those past grants. When a company develops know-how, technology or products using IIA
grants, the terms of these grants and the R&D Law restrict the transfer of such know-how to third parties or outside of Israel, and
of the manufacturing or manufacturing rights of such products, technologies or know-how, without the prior approval of the IIA. Therefore,
if aspects of our technology are deemed to have been developed with IIA funding, the discretionary approval of an IIA committee would
be required for any transfer to third parties of know-how or manufacturing or manufacturing rights related to those aspects of such technologies.
Furthermore, the IIA may impose certain conditions on any arrangement under which it permits us to transfer technology or development
out of Israel or may not grant such approvals at all.
Furthermore, the consideration available to
our shareholders in a future transaction involving the transfer outside of Israel of technology or know-how developed with IIA funding
(such as a merger or similar transaction) may be reduced by any amounts that we are required to pay to the IIA.
In addition to the above, we are required
to notify the IIA of any change in our means of control (e.g. equity or the right to nominate board members) and if any non-Israeli entity
becomes an interested party in us (e.g. (i) becomes a holder of 5% or more of our share capital or voting rights, (ii) is entitled to
appoint one or more of our directors or our chief executive officer or (iii) serves as one of our directors or as our chief executive
officer) or if an existing foreign interested party purchases or is issued any means of control in us, we will be required to have such
foreign interested party to sign an undertaking to comply with the rules and regulations applicable to the grant programs of the IIA and
the R&D Law.
U.S. Federal Income Tax Considerations
The following is a description of the material
U.S. federal income tax consequences relating to the acquisition, ownership and disposition of our Ordinary Shares by a U.S. Holder (as
defined below). This description addresses only the U.S. federal income tax consequences to U.S. Holders that will hold such Ordinary
Shares as capital assets. This description does not address tax considerations applicable to U.S. Holders that may be subject to special
tax rules, including, without limitation:
| • |
banks, financial institutions or insurance companies; |
| • |
real estate investment trusts, regulated investment companies or grantor trusts; |
| • |
brokers, dealers or traders in securities, commodities or currencies; |
| • |
tax-exempt entities or organizations, including an “individual retirement account” or “Roth IRA” as defined
in Section 408 or 408A of the Code (as defined below), respectively; |
| • |
certain former citizens or long-term residents of the United States; |
| • |
persons that received our shares as compensation for the performance of services; |
| • |
persons that will hold our shares as part of a “hedging,” “integrated” or “conversion” transaction
or as a position in a “straddle” for U.S. federal income tax purposes; |
| • |
partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other pass-through entities,
or holders that will hold our shares through such an entity; |
| • |
S corporations; |
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| • |
holders that acquire Ordinary Shares as a result of holding or owning our preferred shares; |
| • |
holders whose “functional currency” is not the U.S. Dollar; |
| • |
persons subject to special tax accounting rules as a result of any item of gross income with respect to the Ordinary Shares being
taken into account in an applicable financial statement; or |
| • |
holders that own directly, indirectly or through attribution 10.0% or more of the voting power or value of our shares. |
Moreover, this description does not address
the U.S. federal estate, gift or alternative minimum tax consequences, or any state, local or foreign tax consequences, of the acquisition,
ownership and disposition of our Ordinary Shares.
This description is based on the U.S. Internal
Revenue Code of 1986, as amended, or the “Code”, existing, proposed and temporary United States Treasury Regulations and judicial
and administrative interpretations thereof, in each case as in effect and available on the date hereof. All of the foregoing is subject
to change, which change could apply retroactively and could affect the tax consequences described below. There can be no assurances that
the U.S. Internal Revenue Service, or the “IRS”, will not take a different position concerning the tax consequences of the
acquisition, ownership and disposition of our Ordinary Shares or that such a position would not be sustained. Holders should consult their
own tax advisors concerning the U.S. federal, state, local and foreign tax consequences of purchasing, owning and disposing of our Ordinary
Shares in their particular circumstances.
For purposes of this description, a “U.S.
Holder” is a beneficial owner of our Ordinary Shares that, for United States federal income tax purposes, is:
| • |
An individual holder that is a citizen or resident of the United States; |
| • |
a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the
laws of the United States or any state thereof, including the District of Columbia; |
| • |
an estate the income of which is subject to U.S. federal income taxation regardless of its source; or |
| • |
a trust if such trust has validly elected to be treated as a United States person for U.S. federal income tax purposes or if (1)
a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons
have the authority to control all of the substantial decisions of such trust. |
If a partnership (or any other entity treated
as a partnership for U.S. federal income tax purposes) holds our Ordinary Shares, the tax treatment of a partner in such partnership will
generally depend on the status of the partner and the activities of the partnership. Such a partner or partnership should consult its
tax advisor as to the particular U.S. federal income tax consequences of acquiring, owning and disposing of our Ordinary Shares in its
particular circumstance.
You should consult your tax advisor with respect
to the U.S. federal, state, local and foreign tax consequences of acquiring, owning and disposing of our Ordinary Shares.
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Distributions
As noted above, we do not anticipate paying
any cash dividends in the foreseeable future. Nevertheless, subject to the discussion below under “Passive Foreign Investment Company
Considerations,” the gross amount of any distribution made to you with respect to our Ordinary Shares before reduction for any Israeli
taxes withheld therefrom, other than certain distributions, if any, of our Ordinary Shares distributed pro rata to all our shareholders,
generally will be includible in your income as dividend income to the extent such distribution is paid out of our current or accumulated
earnings and profits as determined under U.S. federal income tax principles. Subject to applicable limitations (and assuming that we are
not a passive foreign investment company for our taxable year in which the dividend is paid or the preceding taxable year), dividends
paid to certain non-corporate U.S. Holders may qualify for the preferential rates of taxation with respect to dividends on Ordinary Shares
if certain requirements, including share holding period requirements, are satisfied by the recipient and either we are eligible for the
benefits of the United States-Israel Tax Treaty or our Ordinary Shares are readily tradable on an established market in the United States.
However, such dividends will not be eligible for the dividends received deduction generally allowed to corporate U.S. Holders. To the
extent that the amount of any distribution by us exceeds our current and accumulated earnings and profits as determined under U.S. federal
income tax principles, it will be treated first as a return of your adjusted tax basis in our Ordinary Shares to the extent thereof and
thereafter as either long-term or short-term capital gain depending upon whether your holding period for our Ordinary Shares exceeds one
year as of the time such distribution is received. However, we do not expect to maintain calculations of our earnings and profits under
U.S. federal income tax principles. Therefore, you should expect that the entire amount of any distribution generally will be reported
as dividend income to you.
Subject to certain conditions and limitations,
Israeli tax withheld on dividends may be deducted from your taxable income or credited against your U.S. federal income tax liability.
Dividends paid to you with respect to our Ordinary Shares will generally be treated as foreign source income, which may be relevant in
calculating your foreign tax credit limitation.
The rules relating to the determination of
the foreign tax credit are complex, and you should consult your tax advisor to determine whether and to what extent you will be entitled
to this credit.
Sale, Exchange or Other
Taxable Disposition of Ordinary Shares
Subject to the discussion below under “Passive
Foreign Investment Company Considerations,” you generally will recognize gain or loss on the sale, exchange or other taxable disposition
of our Ordinary Shares equal to the difference between the amount realized on such sale, exchange or other taxable disposition and your
adjusted tax basis in such shares (taking into account the rules discussed above). Any such gain or loss generally will be long-term capital
gain or loss if the U.S. Holder’s holding period in the Ordinary Shares is more than one year at the time of the taxable disposition.
Long-term capital gains recognized by certain non-corporate U.S. Holder may be eligible for preferential rates of taxation. The deductibility
of capital losses for U.S. federal income tax purposes is subject to limitations under the Code. Any recognized gain or loss of a U.S.
Holder generally will be treated as U.S. source income or loss for foreign tax credit limitation purposes.
Passive Foreign Investment
Company Considerations
If we were to be classified as a passive foreign
investment company, or PFIC under Section 1297 of the Code, in any taxable year, a U.S. Holder would be subject to special rules generally
intended to reduce or eliminate any benefits from the deferral of U.S. federal income tax that a U.S. Holder could derive from investing
in a non-U.S. company that does not distribute all of its earnings on a current basis.
A non-U.S. corporation will be classified
as a PFIC for federal income tax purposes in any taxable year in which, after applying certain look-through rules with respect to the
income and assets of subsidiaries, either:
| • |
at least 75% of its gross income is “passive income”; or |
| • |
at least 50% of the average quarterly value of its total gross assets (which may be measured in part by the market value of our Ordinary
Shares, which is subject to change as discussed below) is attributable to assets that produce “passive income” or are held
for the production of passive income. |
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Passive income for this purpose generally
includes dividends, interest, royalties, rents, gains from commodities and securities transactions, the excess of gains over losses from
the disposition of assets which produce passive income, and includes amounts derived by reason of the temporary investment of funds raised
in offerings of our Ordinary Shares. If a non-U.S. corporation owns directly or indirectly at least 25% by value of the stock of another
corporation, the non-U.S. corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the
other corporation and as receiving directly its proportionate share of the other corporation’s income.
Our status as a PFIC will depend on the nature
and composition of our income and the nature, composition and value of our assets from time to time. The 50% passive asset test described
above is generally based on the fair market value of each asset, with the value of goodwill and going concern value determined in large
part by reference to the market value of our Ordinary Shares, which may be volatile. If we are characterized as a “controlled foreign
corporation,” or a “CFC” under Section 957(a) of the Code and not considered publicly traded throughout the relevant
taxable year, however, the passive asset test may be applied based on the adjusted tax bases of our assets instead of the fair market
value of each asset (as described above).
Based on our gross income and assets, the
market price of our Ordinary Shares and the nature of our business, we believe that we were not a PFIC for the taxable year ended December
31, 2023. This determination, however, is subject to uncertainty. In addition, there is a significant risk that we may be a PFIC for the
current or future taxable years, depending on the market price of our Ordinary Shares and the amount of cash and other passive assets
we hold relative to the amount of non-passive assets we hold. Accordingly, no assurances can be made regarding our PFIC status in the
current or one or more subsequent years, and our U.S. counsel expresses no opinion with respect to our PFIC status in the taxable year
ended December 31, 2023, and also expresses no opinion with respect to our predictions or past determinations regarding our PFIC status
in the past or in the future.
Under certain attribution rules, if we are
a PFIC, U.S. Holders will be deemed to own their proportionate share of our PFIC subsidiaries, such subsidiaries referred to as “lower-tier
PFICs,” and will be subject to U.S. federal income tax in the manner discussed below on (1) a distribution to us on the shares of
a “lower-tier PFIC” and (2) a disposition by us of shares of a “lower-tier PFIC,” both as if the holder directly
held the shares of such “lower-tier PFIC.”
If an entity is treated as a PFIC for any
taxable year during which a U.S. Holder holds (or, as discussed in the previous paragraph, is deemed to hold) its Ordinary Shares, such
holder will be subject to adverse U.S. federal income tax rules. In general, if a U.S. Holder disposes of shares of a PFIC (including
an indirect disposition or a constructive disposition of shares of a “lower-tier PFIC”), gain recognized or deemed recognized
by such holder would be allocated ratably over such holder’s holding period for the shares. The amounts allocated to the taxable
year of disposition and to years before the entity became a PFIC, if any, would be treated as ordinary income. The amount allocated to
each other taxable year would be subject to tax at the highest rate in effect for such taxable year for individuals or corporations, as
appropriate, and an interest charge would be imposed on the tax attributable to such allocated amounts. Further, any distribution in respect
of shares of a PFIC (or a distribution by a lower-tier PFIC to its shareholders that is deemed to be received by a U.S. Holder) in excess
of 125% of the average of the annual distributions on such shares received or deemed to be received during the preceding three years or
the U.S. Holder’s holding period, whichever is shorter, would be subject to taxation in the manner described above. In addition,
dividend distributions made to you will not qualify for the preferential rates of taxation applicable to long-term capital gains discussed
above under “Distributions.”
If we are a PFIC for any year during which
a U.S. Holder holds our Ordinary Shares, we must generally continue to be treated as a PFIC by that holder for all succeeding years during
which the U.S. Holder holds the Ordinary Shares, unless we cease to meet the requirements for PFIC status and the U.S. Holder makes a
“deemed sale” election with respect to the Ordinary Shares. If such election is made, the U.S. Holder will be deemed to have
sold the Ordinary Shares it holds at their fair market value on the last day of the last taxable year in which we qualified as a PFIC,
and any gain from such deemed sale would be subject to the consequences described above. After the deemed sale election, the U.S. Holder’s
Ordinary Shares with respect to which the deemed sale election was made will not be treated as shares in a PFIC, unless we subsequently
again become a PFIC.
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Where a company that is a PFIC meets certain
reporting requirements, a U.S. Holder can avoid certain adverse PFIC consequences described above by making a “qualified electing
fund,” or QEF, election to be taxed currently on its proportionate share of the PFIC’s ordinary income and net capital gains.
However, we do not intend to comply with the necessary accounting and record keeping requirements that would allow a U.S. Holder to make
a QEF election with respect to us.
If we are a PFIC and our Ordinary Shares are
“regularly traded” on a “qualified exchange,” a U.S. Holder may make a mark-to-market election with respect to
our Ordinary Shares (but not the shares of any lower-tier PFICs), which may help to mitigate the adverse tax consequences resulting from
our PFIC status (but not that of any lower-tier PFICs). Our Ordinary Shares will be treated as “regularly traded” in any calendar
year in which more than a de minimis quantity of the Ordinary Shares are traded on a qualified exchange on at least 15 days during each
calendar quarter (subject to the rule that trades that have as one of their principal purposes the meeting of the trading requirement
are disregarded). The Nasdaq Capital Market is a qualified exchange for this purpose and, consequently, if the Ordinary Shares are regularly
traded, the mark-to-market election will be available to a U.S. Holder; however, there can be no assurance that trading volumes will be
sufficient to permit a mark-to-market election. In addition, because a mark-to-market election with respect to us does not apply to any
equity interests in “lower-tier PFICs” that we own, a U.S. Holder generally will continue to be subject to the PFIC rules
with respect to its indirect interest in any investments held by us that are treated as equity interests in a PFIC for U.S. federal income
tax purposes.
If a U.S. Holder makes the mark-to-market
election, for each year in which we are a PFIC, the holder will generally include as ordinary income the excess, if any, of the fair market
value of Ordinary Shares at the end of the taxable year over their adjusted tax basis, and will be permitted an ordinary loss in respect
of the excess, if any, of the adjusted tax basis of our Ordinary Shares over their fair market value at the end of the taxable year (but
only to the extent of the net amount of previously included income as a result of the mark-to-market election). If a U.S. Holder makes
the election, the holder’s tax basis in our Ordinary Shares will be adjusted to reflect any such income or loss amounts. Any gain
recognized on a sale or other disposition of our Ordinary Shares will be treated as ordinary income. Any losses recognized on a sale or
other disposition of our Ordinary Shares will be treated as ordinary loss to the extent of any net mark-to-market gains for prior years.
U.S. Holders should consult their tax advisors regarding the availability and consequences of making a mark-to-market election in their
particular circumstances. In particular, U.S. Holders should consider carefully the impact of a mark-to-market election with respect to
our Ordinary Shares if we have “lower-tier PFICs” for which such election is not available. Once made, the mark-to-market
election cannot be revoked without the consent of the IRS unless our Ordinary Shares cease to be “regularly traded.”
If a U.S. Holder owns Ordinary Shares during
any year in which we are a PFIC, the U.S. Holder generally will be required to file an IRS Form 8621 (Information Return by a Shareholder
of a Passive Foreign Investment Company or Qualified Electing Fund) with respect to the company, generally with the U.S. Holder’s
federal income tax return for that year. A failure to file such form may result in penalties and may suspend the running of the statute
of limitations on the tax return. If we were a PFIC for a given taxable year, then you should consult your tax advisor concerning your
annual filing requirements.
The U.S. federal income tax rules relating
to PFICs are very complex. Prospective U.S. investors are strongly urged to consult their own tax advisors with respect to the impact
of these rules on the purchase, ownership and disposition of our Ordinary Shares, the consequences to them of an investment in a PFIC,
any elections available with respect to the Ordinary Shares and the IRS information reporting obligations with respect to the purchase,
ownership and disposition of the Ordinary Shares.
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Medicare Tax
Certain U.S. Holders that are individuals,
estates or trusts are subject to a 3.8% tax on all or a portion of their “net investment income,” which may include all or
a portion of their dividend income and net gains from the disposition of Ordinary Shares. Each U.S. Holder that is an individual, estate
or trust is urged to consult its tax advisors regarding the applicability of the Medicare tax to its income and gains in respect of its
investment in our Ordinary Shares.
Backup Withholding Tax
and Information Reporting Requirements
United States backup withholding tax and information
reporting requirements may apply to certain payments to certain holders of stock. Information reporting generally will apply to payments
of dividends on, and to proceeds from the sale or redemption of, our Ordinary Shares made within the United States, or by a United States
payor or United States middleman, to a holder of our Ordinary Shares, other than an exempt recipient (including a payee that is not a
United States person that provides an appropriate certification and certain other persons). A payor will be required to withhold backup
withholding tax from any payments of dividends on, or the proceeds from the sale or redemption of, Ordinary Shares within the United States,
or by a United States payor or United States middleman, to a holder, other than an exempt recipient, if such holder fails to furnish its
correct taxpayer identification number or otherwise fails to comply with, or establish an exemption from, such backup withholding tax
requirements. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as
a credit against the beneficial owner’s U.S. federal income tax liability, if any, and any excess amounts withheld under the backup
withholding rules may be refunded, provided that the required information is timely furnished to the IRS.
Foreign Asset Reporting
Certain U.S. Holders are required to report
information relating to an interest in our Ordinary Shares, subject to certain exceptions (including an exception for shares held in accounts
maintained by U.S. financial institutions) by filing IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal
income tax return. U.S. Holders are urged to consult their tax advisors regarding their information reporting obligations, if any, with
respect to their ownership and disposition of our Ordinary Shares.
The above description is not intended to constitute
a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of our Ordinary Shares. You should
consult your tax advisor concerning the tax consequences of the acquisition, ownership and disposition of our Ordinary Shares in your
particular situation.
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SELLING
SHAREHOLDERS
The Ordinary Shares being offered by the selling
shareholders include the shares underlying the January 2025 Warrants. For additional information regarding the issuances of those Ordinary
Shares and warrants, see “Outstanding Shares and Warrants Issued in the January 2025 Private Placement” above. We are registering
the shares underlying the January 2025 Warrants in order to permit the selling shareholders to offer the shares for resale from time to
time. When we refer to the “selling shareholders” in this prospectus, we mean the persons and entities listed in the table
below, and their respective transferees, donees, pledgees, assignees and successors-in-interest who later come to hold any of the selling
shareholders’ interests in Ordinary Shares other than through a public sale.
The table below lists the selling shareholders
and other information regarding the beneficial ownership of the Ordinary Shares by each of the selling shareholders. The second column
lists the number of Ordinary Shares beneficially owned by each selling shareholder, based on its ownership of the Ordinary Shares and
warrants (including the January 2025 Warrants and other Ordinary Shares and warrants), as of January 8, 2025, assuming exercise of the
January 2025 Warrants held by the selling shareholders on that date, without regard to any limitations on exercises. The fourth column
lists the Ordinary Shares being offered by this prospectus by the selling shareholders.
This prospectus covers the resale of the maximum
number of Ordinary Shares issuable upon exercise of the January 2025 Warrants, determined as if the outstanding warrants were exercised
in full as of January 8, 2025, without regard to any limitations on the exercise of the January 2025 Warrants. The fifth column assumes
the sale of all of the shares underlying the January 2025 Warrants offered by the selling shareholders pursuant to this prospectus.
Under the terms of the January 2025 Warrants,
a selling shareholder may not exercise such warrants to the extent such exercise would cause such selling shareholder, together with its
affiliates and attribution parties, to beneficially own a number of Ordinary Shares which would exceed 4.99% (or 9.99% at the election
of the holder prior to date of issuance), of our then-outstanding Ordinary Shares following such exercise, excluding for purposes of such
determination Ordinary Shares issuable upon exercise of the warrants which have not been exercised. The number of shares in the second
column does not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan
of Distribution.”
Certain of the selling shareholders are designees
of H.C. Wainwright. We and/or our affiliates have from to time to time in the past engaged and may in the future engage in investment
banking and other commercial dealings in the ordinary course of business with H.C. Wainwright or its affiliates, for which they have received
or may receive customary fees and expenses. H.C. Wainwright acted as placement agent in our January 2025 registered direct offering and
our of January 2025 Private Placement. Otherwise, except for the ownership of the January 2025 Warrants and other Ordinary Shares and
the warrants discussed in the footnotes to the table below, the selling shareholders have not had any material relationship with us within
the past three years.
|
Selling Shareholders |
Number of Shares Beneficially Owned Prior to the Offering(9)
|
Percent(10)
|
Maximum Number Offered by Selling Shareholder(11)
|
Number of Shares Beneficially Owned After Completion of Offering(12)
|
Percent(13)(14)
|
|||||||||||||||
|
Intracoastal Capital, LLC |
|
|
1,509,616 |
(1) |
|
|
13.09 |
% |
|
|
606,061 |
|
|
|
903,555 |
|
|
|
7.03 |
% |
|
Anson Investments Master Fund LP |
|
|
1,255,094 |
(2) |
|
|
11.31 |
% |
|
|
472,727 |
|
|
|
782,367 |
|
|
|
6.23 |
% |
|
Anson East Master Fund LP. |
|
|
354,005 |
(3) |
|
|
3.29 |
% |
|
|
133,334 |
|
|
|
220,671 |
|
|
|
1.76 |
% |
|
Hudson Bay Master Fund Ltd. |
|
|
1,280,381 |
(4) |
|
|
11.33 |
% |
|
|
606,061 |
|
|
|
674,320 |
|
|
|
5.34 |
% |
|
Charles Worthman (15)
|
|
|
3,877 |
(5) |
|
|
* |
|
|
|
1,091 |
|
|
|
2,786 |
|
|
|
* |
|
|
Craig Schwabe (15)
|
|
|
11,473 |
(6) |
|
|
* |
|
|
|
3,682 |
|
|
|
7,791 |
|
|
|
* |
|
|
Michael Vasinkevich (15)
|
|
|
218,000 |
(7) |
|
|
2.01 |
% |
|
|
69,954 |
|
|
|
148,046 |
|
|
|
1.178 |
% |
|
Noam Rubinstein (15)
|
|
|
179,859 |
(8) |
|
|
1.66 |
% |
|
|
34,364 |
|
|
|
145,495 |
|
|
|
1.15% |
|
| * |
Less than 1% |
118
| (1) |
Holds (i) 606,061 Ordinary Shares and (ii) Ordinary Shares underlying currently exercisable warrants
to purchase up to an aggregate of 903,555 ordinary shares, including 606,061 ordinary shares underlying the January 2025 Institutional
Warrants, with the remaining ordinary shares underlying the July 2020 Institutional Warrants, the December 2020 Institutional Warrants,
February 2021 Institutional Warrants and September 2021 Warrants. Mitchell P. Kopin and Daniel B. Asher, each of whom are managers of
Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities held by
Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership over such shares of Intracoastal.
The principal business address of Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483. |
| (2) |
Holds (i) 782,367 Ordinary Shares and (ii) 472,727 Ordinary Shares underlying the January 2025 Institutional
Warrants. The shares are directly held by Anson Investments Master Fund LP (“Anson Investments”). Anson Advisors Inc. and
Anson Funds Management LP, the co-investment advisers of Anson Investments, hold voting and dispositive power over the Ordinary Shares
held by Anson Investments. Tony Moore is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management
LP. Moez Kassam and Amin Nathoo are directors of Anson Advisors Inc. Mr. Moore Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership
over these securities. The principal business address of Anson Investments is Maples Corporate Services Limited, PO Box 309, Ugland House,
Grand Cayman, KY1-1104, Cayman Islands. |
| (3) |
Holds (i) 220,671 Ordinary Shares and (ii) 133,334 Ordinary Shares underlying the January 2025 Institutional
Warrants. The shares are directly held by Anson East Master Fund LP (“Anson East”). Anson Advisors Inc. and Anson Funds Management
LP, the co-investment advisers of Anson East, hold voting and dispositive power over the Ordinary Shares held by Anson East. Tony Moore
is the managing member of Anson Management GP LLC, which is the general partner of Anson Funds Management LP. Moez Kassam and Amin Nathoo
are directors of Anson Advisors Inc. Mr. Moore Mr. Kassam and Mr. Nathoo each disclaim beneficial ownership over these securities. The
principal business address of Anson East is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman
Islands. |
| (4) |
Holds (i) 218,061 Ordinary Shares and (ii) Ordinary Shares underlying currently exercisable warrants to purchase up to an aggregate
of 674,320 Ordinary Shares, including 606,061 Ordinary Shares underlying the January 2025 Institutional Warrants, with the remaining ordinary
shares underlying the February 2021 Institutional Warrants. The shares are directly held by Hudson Bay Master Fund Ltd. (“Hudson
Bay”). Hudson Bay Capital Management LP, the investment manager of Hudson Bay, 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 and Sander Gerber disclaims beneficial ownership over these securities. The principal business address of Hudson Bay is
c/o Hudson Bay Capital Management LP, 290 Harbor Dr., 3rd
Floor, Stamford, CT 06902. |
| (5) |
Holds Ordinary Shares underlying currently exercisable warrants to purchase up to an aggregate of 3,877 Ordinary Shares, including
1,091 Ordinary Shares underlying the January 2025 HCW Warrants, with the remaining Ordinary Shares underlying the September 2021 HCW Warrants,
the February 2021 HCW Warrants and the December 2020 HCW Warrants issued to the selling shareholder. |
| (6) |
Holds Ordinary Shares underlying currently exercisable warrants to purchase up to an aggregate of 11,473 Ordinary Shares, including
3,682 Ordinary Shares underlying the January 2025 HCW Warrants, with the remaining Ordinary Shares underlying the September 2021 HCW Warrants
and the February 2021 HCW Warrants issued to the selling shareholder. |
| (7) |
Holds Ordinary Shares underlying currently exercisable warrants to purchase up to an aggregate of 218,000 Ordinary Shares, including
69,954 Ordinary Shares underlying the January 2025 HCW Warrants, with the remaining Ordinary Shares underlying the September 2021 HCW
Warrants and the February 2021 HCW Warrants issued to the selling shareholder. |
| (8) |
Holds Ordinary Shares underlying currently exercisable warrants to purchase up to an aggregate of 179,859 Ordinary Shares, including
34,364 Ordinary Shares underlying the January 2025 HCW Warrants, with the remaining Ordinary Shares underlying the September 2021 HCW
Warrants, the February 2021 HCW Warrants, the December 2020 HCW Warrants and the February 2020 HCW Warrants issued to the selling shareholder
. |
| (9) |
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
14 below. |
| (10) |
Each applicable percentage ownership prior to the offering is calculated based on 10,626,799 Ordinary
Shares outstanding. |
| (11) |
Represents the maximum number of Ordinary Shares that may be offered based on the assumption that all
of the outstanding January 2025 Warrants held by the selling shareholder will be exercised for cash, irrespective of limitations on exercise
discussed in footnote 14 below. |
| (12) |
Represents the number of Ordinary Shares that will be beneficially owned, irrespective of limitations
on exercise discussed in footnote 14 below, by each selling shareholder after completion of this offering. Each number is based on the
assumptions that (i) all of the Ordinary Shares registered for resale by the registration statement of which this prospectus is a part
will be sold (following exercise of the January 2025 Warrants), (ii) no other Ordinary Shares will be sold (including Ordinary Shares
held outright or underlying other outstanding warrants owned as of January 8, 2025) 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.
|
| (13) |
Each applicable percentage ownership following the offering is calculated based on
12,554,073 Ordinary Shares outstanding as of January 8, 2025, including 79626,799 Ordinary Shares outstanding as of such date prior to
the exercise of the January 2025 Warrants and assuming the exercise of all January 2025 Warrants and the resale of all Ordinary Shares
underlying the January 2025 Warrants by all selling shareholders in offerings under this prospectus. |
| (14) |
Under the terms of the January 2025 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.
|
| (15) |
Each of the selling shareholders is affiliated
with H.C. Wainwright & Co., LLC, a registered broker dealer with a registered address of c/o H.C. Wainwright & Co., 430 Park Avenue,
3rd Floor, New York, NY 10022, and has sole voting and dispositive power over the securities held. The selling shareholder acquired the
placement agent warrants in the ordinary course of business and, at the time the placement agent warrants were acquired, the selling shareholder
had no agreement or understanding, directly or indirectly, with any person to distribute such securities. |
119
PLAN
OF DISTRIBUTION
Each selling shareholder of the resale securities
and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby
on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded or in private
transactions. These sales may be at fixed or negotiated prices. A selling shareholder may use any one or more of the following methods
when selling securities:
| • |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| • |
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction; |
| • |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| • |
an exchange distribution in accordance with the rules of the applicable exchange; |
| • |
privately negotiated transactions; |
| • |
settlement of short sales; |
| • |
in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at
a stipulated price per security; |
| • |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
| • |
a combination of any such methods of sale; or |
| • |
any other method permitted pursuant to applicable law. |
The selling shareholders may also sell securities
under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling shareholders
may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholders
(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except
as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with FINRA IM-2440.
In connection with the sale of the securities
or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The selling shareholders
may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The selling shareholders may also enter into option or other transactions with broker-dealers
or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other
financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling shareholders and any broker-dealers
or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale
of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each selling shareholder
has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly, with any person
to distribute the securities. If any selling shareholder notifies us that a material arrangement has been entered into with a broker-dealer
or other agent for the sale of shares through a block trade or certain other methods, we may be required to file an amendment or supplement
to this prospectus pursuant to applicable SEC rules promulgated under the Securities Act.
The Company is required to pay certain fees
and expenses incurred by the Company incident to the registration of the resale securities. Other than in connection with indemnification,
we will bear only the costs, expenses and fees in connection with the registration of the resale securities (which do not include the
fees and expenses of any selling shareholder counsel). The Company has also agreed to indemnify the selling shareholders against certain
losses, claims, damages and liabilities, including liabilities under the Securities Act. The selling shareholders will pay any commissions,
discounts and transfer taxes attributable to the sales of the resale securities.
We agreed to keep this prospectus effective
until the earlier of (i) the date on which the securities may be resold by the selling shareholders without registration and without regard
to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the
current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have
been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under
the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities
with respect to the Ordinary Shares for the applicable restricted period, as defined in Regulation M, prior to the commencement of the
distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and sales of the Ordinary Shares by the selling shareholders
or any other person. We will make copies of this prospectus available to the selling shareholders and have informed them of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the
Securities Act).
120
LEGAL
MATTERS
Certain legal matters with respect to Israeli
law and with respect to the validity of the offered securities under Israeli law will be passed upon for us by Goldfarb Gross Seligman
& Co., Tel Aviv, Israel. Certain legal matters with respect to U.S. federal securities laws and New York law will be passed upon for
us by Goodwin Procter LLP, Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements as of December 31, 2023 and 2022 and for each of the years in the
three-year period ended December 31, 2023 have been audited by Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global,
an independent registered public accounting firm, as set forth in its report included herein, and are included in reliance upon such report
given on the authority of such firm as an expert in accounting and auditing. The offices of Kost, Forer Gabbay & Kasierer are located
at 144 Menachem Begin Road, Tel Aviv, 6492102.
WHERE YOU CAN FIND MORE
INFORMATION
We are subject to the information reporting
requirements of the Exchange Act applicable to U.S. domestic issuers and, as such, file annual, quarterly and current reports, proxy statements
and other information with the SEC. Our filings with the SEC are also available to the public through the SEC’s website at http://www.sec.gov.
We also maintain a corporate website at https://golifeward.com/.
Information that we furnish to or file with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and any amendments to, or exhibits included in, these reports, are available for download, free of charge, on our website
as soon as reasonably practicable after such materials are filed or furnished with the SEC. Information contained on, or that can be accessed
through, our website does not constitute a part of this prospectus supplement. You may also request a copy of these filings, at no cost,
by writing or telephoning us at: Lifeward Ltd., 200 Donald Lynch Blvd., Marlborough, MA 01752, Attn: Investor Relations, or ir@golifeward.com,
telephone number 508-251-1154.
121
ENFORCEABILITY
OF CIVIL LIABILITIES
We are incorporated under the laws of the
State of Israel. It may be difficult to obtain service of process within the United States upon us, upon our directors and executive officers,
a majority of whom reside outside of the United States, and upon those Israeli experts named in this prospectus who reside outside of
the United States. Furthermore, because a majority of our assets and a majority of our directors and executive officers are located outside
of the United States, any judgment obtained in the United States against us, certain of our directors and executive officers or the Israeli
experts named herein may be difficult to collect within the United States.
We have been informed by our legal counsel
in Israel, Goldfarb Gross Seligman & Co., Tel Aviv, that it may be difficult to assert U.S. securities laws claims in original actions
instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the
most appropriate forum in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine
that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law
must be proven as a fact which can be a time-consuming and costly process. Matters of procedure will also be governed by Israeli law.
In this regard, our articles of association
provide that, unless we consent in writing to the selection of an alternative forum, (i) the federal courts of the United States will
be the exclusive forum for the resolution of any claim arising under the Securities Act of 1933, as amended, and (ii) the Tel-Aviv District
Court will be the exclusive forum for (a) a derivative action or derivative proceeding that is filed in the name of the Company; (b) any
action grounded in a breach of fiduciary duty of a director, officeholder or other employee towards us or our shareholders; or (c) any
action the cause of which results from any provision of the Companies Law or the Israel Securities Law, 5728-1968. We have retained the
ability to consent to an alternative forum if we determine shareholder interests are best served by permitting a particular dispute to
proceed in a forum other than the federal district courts or State of Israel, as applicable. However, there is uncertainty as to whether
a court would enforce these provisions.
We have irrevocably appointed our subsidiary,
Lifeward Inc., which is incorporated in Delaware, as our agent to receive service of process in any action against us in any United States
federal or state court arising out of offering or any purchase or sale of securities in connection with this prospectus. Subject to specified
time limitations and legal procedures, Israeli courts may enforce a non-appealable foreign judgment in a civil matter, provided that,
among other things:
| • |
the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the foreign state in
which the judgment is given and the rules of private international law currently prevailing in Israel; |
| • |
the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of judgments of Israeli courts;
|
| • |
adequate service of process has been effected and the defendant has had a reasonable opportunity to be heard and to present his or
her evidence; |
| • |
the judgment is not contrary to the public policy of Israel, and the enforcement of the civil liabilities set forth in the judgment
is not likely to impair the security or sovereignty of Israel; |
| • |
the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
|
| • |
an action between the same parties in the same matter was not pending in any Israeli court at the time the lawsuit was instituted
in the foreign court; and |
| • |
the judgment is enforceable according to the laws of Israel and according to the law of the foreign state in which the relief was
granted. |
If a foreign judgment is enforced by an Israeli
court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of
Israel. Traditionally, in an action before an Israeli court to recover an amount in a non-Israeli currency, the Israeli court issues a
judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment
debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency
ordinarily will be linked to the Israeli consumer price index plus a per-annum statutory rate of interest set on a quarterly basis by
Israeli regulations. Judgment creditors must bear the risk of unfavorable exchange rates. The trend in recent years has increasingly been
for Israeli courts to enforce a foreign judgment in the foreign currency specified in the judgment, in which case there are also applicable
rules regarding the payment of interest.
122
PART
IV
REWALK
ROBOTICS LTD
CONSOLIDATED
FINANCIAL STATEMENTS
U.S.
DOLLARS IN THOUSANDS
INDEX
|
|
Page |
|
F
-2 | |
|
(PCAOB
ID 1281) |
|
|
F
-4 | |
|
F
-6 | |
|
F
-7 | |
|
F
-8 | |
|
F
-10 |
 |
Kost
Forer Gabbay & Kasierer
Menachem
Begin 144,
Tel-Aviv
6492102, Israel |
Tel:
+972-3-6232525
Fax:
+972-2-5622555
ey.com |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and the Board of Directors of
REWALK
ROBOTICS LTD.
Opinion
on the Financial Statements
We
have audited the accompanying consolidated balance sheets of Rewalk Robotics Ltd. and subsidiaries (the Company) as of December 31, 2023
and 2022, the related consolidated statements of operations, changes is shareholders’ equity and cash flows for each of the three
years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company
at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December
31, 2023, in conformity with U.S. generally accepted accounting principles.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide
a reasonable basis for our opinion.
Critical
Audit Matters
The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of the critical audit matters
does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the
critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they
relate.
F - 2
|
|
Revenue
recognition |
|
|
|
|
Description
of the Matter |
As
described in Note 2 to the consolidated financial statements, the Company generates revenues from sales of its medical devices. Revenue
is recognized when obligations under the terms of a contract with the Company's customers are satisfied. Revenue is measured as the amount
of consideration to which the Company expects to be entitled in exchange for transferring products or providing services. In addition,
the Company provides a service type warranty which is accounted for as a separate performance obligation. Revenue is recognized ratably
over the life of the warranty. Contracts that contain multiple performance obligations require an allocation of the transaction price
to each performance obligation based on a relative standalone selling price basis. The Company does not sell the service type warranty
of its SCI products on a standalone basis.
Auditing
the Company’s evaluation of the allocation of the transaction price to the distinct performance obligations was challenging due
to the effort and assumptions required to evaluate the standalone selling price of the SCI products service type warranty. The assumptions
used in determining the standalone selling price of the service type warranty included costs allocation, inflation rates and expected
margins. |
|
|
|
|
How
We Addressed the
Matter
in Our Audit |
To
test the management’s determination of standalone selling prices of the SCI products service type warranty, our audit procedures
included, among others, evaluating the methodology applied and testing the calculations as well as the completeness and accuracy of the
underlying data including the costs allocation, inflation rates and expected margins used by the Company in its estimates. We also evaluated
the Company’s disclosures included in notes to the consolidated financial statements.
Business
Combinations – Valuation
|
|
Description
of the Matter |
|
|
|
|
|
|
As
discussed in Notes 2 and 5 to the consolidated financial statements, the Company completed an acquisition of AlterG Inc. during 2023 for
consideration of $22.1 million. The Company accounted for this acquisition as a business combination. The acquisition resulted in the
recognition of intangible assets amounting to $14.1 million, which consisted of technology, customer relationship, trademark assets and
backlog of $6.1 million, $6.9 million, $0.8 million and $0.3 million respectively.
Auditing
the Company’s estimation of the fair value of the acquired intangible assets was complex due to the estimation and uncertainty in
the Company’s determination of the fair value of acquired identifiable intangible assets. The estimation uncertainty for the acquired
intangible assets was primarily due to the underlying assumptions about the future performance of the acquired business, which were utilized
in determining the fair value of the acquired intangible assets. The significant assumptions used by management included discount rates
and certain assumptions that form the basis of the forecasted results, including revenue growth rates. These significant assumptions were
forward-looking and could be affected by future economic and market conditions. |
|
|
|
|
How
We Addressed the
Matter
in Our Audit |
To
test the estimated fair value of the acquired intangible assets, our audit procedures included, among others, assessing the fair value
methodology used by the Company and testing the significant assumptions and the underlying data used by the Company in its analyses. We
also performed sensitivity analyses over the significant assumptions used to evaluate the change in the fair value resulting from changes
in the assumptions. Additionally, we tested the completeness and accuracy of the underlying data used in the valuation. We involved our
valuation specialists to assist us in our evaluation of the Company’s valuation model, related assumptions and output of the valuation
model. |
KOST
FORER GABBAY & KASIERER
A
Member of EY Global
We
have served as the Company’s auditor since 2014.
Tel-Aviv,
Israel
February
27, 2024
F - 3
REWALK
ROBOTICS LTD. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
U.S.
dollars in thousands
|
|
December
31, |
|||||||
|
|
2023
|
2022
|
||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS:
|
||||||||
|
Cash and cash equivalents
|
$
|
|
$
|
|
||||
|
Trade receivable, net
of credit losses of $ |
|
|
||||||
|
Prepaid expenses and
other current assets |
|
|
||||||
|
Inventories
|
|
|
||||||
|
Total current assets
|
|
|
||||||
|
|
||||||||
|
LONG-TERM ASSETS
|
||||||||
|
|
||||||||
|
Restricted cash and other
long-term assets |
|
|
||||||
|
Operating lease right-of-use
assets |
|
|
||||||
|
Property and equipment,
net |
|
|
||||||
|
Intangible assets
|
|
|
||||||
|
Goodwill
|
|
|
||||||
|
Total long-term assets
|
|
|
||||||
|
|
||||||||
|
Total assets
|
$
|
|
$
|
|
||||
The
accompanying notes are an integral part of these consolidated financial statements.
F - 4
REWALK
ROBOTICS LTD. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
U.S.
dollars in thousands (except share and per share data)
|
|
December
31, |
|||||||
|
|
2023
|
2022
|
||||||
|
LIABILITIES
AND SHAREHOLDERS’ EQUITY |
||||||||
|
CURRENT LIABILITIES:
|
||||||||
|
Trade payables
|
$
|
|
$
|
|
||||
|
Employees and payroll
accruals |
|
|
||||||
|
Deferred revenue
|
|
|
||||||
|
Current maturities of
operating leases liability |
|
|
||||||
|
Earnout liability
|
|
|
||||||
|
Other current liabilities
|
|
|
||||||
|
Total current liabilities
|
|
|
||||||
|
|
||||||||
|
LONG-TERM LIABILITIES
|
||||||||
|
|
||||||||
|
Earnout liability
|
|
|
||||||
|
Deferred revenues
|
|
|
||||||
|
Non-current operating
leases liability |
|
|
||||||
|
Other long-term liabilities
|
|
|
||||||
|
Total long-term liabilities
|
|
|
||||||
|
|
||||||||
|
Total liabilities
|
|
|
||||||
|
|
||||||||
|
COMMITMENTS AND CONTINGENT
LIABILITIES |
||||||||
|
Shareholders’
equity: |
||||||||
|
|
||||||||
|
Share
capital |
||||||||
|
Ordinary
share of NIS |
|
|
||||||
|
Additional paid-in capital
|
|
|
||||||
|
Treasury Shares at cost,
|
(
|
)
|
(
|
)
| ||||
|
Accumulated deficit
|
(
|
)
|
(
|
)
| ||||
|
|
||||||||
|
Total shareholders’
equity |
|
|
||||||
|
|
||||||||
|
Total liabilities and
shareholders’ equity |
$
|
|
$
|
|
||||
The accompanying notes
are an integral part of these consolidated financial statements.
F - 5
REWALK
ROBOTICS LTD. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF OPERATIONS
U.S.
dollars in thousands (except share and per share data)
|
|
Year
ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Revenue
|
$
|
|
$
|
|
$
|
|
||||||
|
Cost
of revenue |
|
|
|
|||||||||
|
|
||||||||||||
|
Gross
profit |
|
|
|
|||||||||
|
|
||||||||||||
|
Operating
expenses: |
||||||||||||
|
Research
and development, net |
|
|
|
|||||||||
|
Sales
and marketing |
|
|
|
|||||||||
|
General
and administrative |
|
|
|
|||||||||
|
|
||||||||||||
|
Total
operating expenses |
|
|
|
|||||||||
|
|
||||||||||||
|
Operating
loss |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
|
|
||||||||||||
|
Financial
income, net |
|
|
)
|
|
||||||||
|
|
||||||||||||
|
Loss
before income taxes |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
|
Taxes
on income (benefit) |
(
|
)
|
|
|
||||||||
|
|
||||||||||||
|
Net
loss |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
|
|
||||||||||||
|
Net
loss per ordinary share, basic and diluted |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
|
|
||||||||||||
|
Weighted
average number of shares used in computing net loss per ordinary share, basic and diluted |
|
|
|
|||||||||
The accompanying notes
are an integral part of these consolidated financial statements.
*)
Represents an amount lower than $1.
F - 6
REWALK
ROBOTICS LTD. AND SUBSIDIARIES
STATEMENTS
OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S.
dollars in thousands (except share data)
|
|
Ordinary
Share |
Additional
paid-in
|
Treasury
|
Accumulated
|
Total
shareholders’
|
|||||||||||||||||||
|
|
Number
|
Amount
|
capital
|
Shares
|
deficit
|
equity
|
||||||||||||||||||
|
Balance
as of December 31, 2020 |
|
|
|
|
(
|
)
|
|
|||||||||||||||||
|
Share-based
compensation to employees and non-employees |
-
|
|
|
|
|
|
||||||||||||||||||
|
Issuance
of ordinary shares upon vesting of RSUs by employees and non-employees |
|
|
(
|
)
|
|
|
|
|||||||||||||||||
|
Issuance
of ordinary shares in a “Best Efforts” offering, net of issuance expenses in the amount of $ |
|
|
|
|
|
|
||||||||||||||||||
|
Exercise
of pre-funded warrants and warrants (1)(2) |
|
|
|
|
|
|
||||||||||||||||||
|
Issuance
of ordinary shares in a “registered direct” offering, net of issuance expenses in the amount of $ |
|
|
|
|
|
|
||||||||||||||||||
|
Net
loss |
-
|
|
|
|
(
|
)
|
(
|
)
| ||||||||||||||||
|
Balance
as of December 31, 2021 |
|
|
|
(
|
)
|
|
||||||||||||||||||
|
Share-based
compensation to employees and non-employees |
-
|
|
|
|
|
|
||||||||||||||||||
|
Issuance
of ordinary shares upon vesting of RSUs by employees and non-employees |
|
|
(
|
)
|
|
|
|
|||||||||||||||||
|
Treasury
shares at cost |
(
|
)
|
(
|
)
|
|
(
|
)
|
|
(
|
)
| ||||||||||||||
|
Net
loss |
-
|
|
|
|
(
|
)
|
(
|
)
| ||||||||||||||||
|
Balance
as of December 31, 2022 |
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|||||||||||
|
Share-based
compensation to employees and non-employees |
-
|
|
|
|
|
|
||||||||||||||||||
|
Issuance
of ordinary shares upon vesting of RSUs by employees and non-employees |
|
|
(
|
)
|
|
|
|
|||||||||||||||||
|
Treasury
shares at cost |
(
|
)
|
(
|
)
|
|
(
|
)
|
|
(
|
)
| ||||||||||||||
|
Net
loss |
-
|
|
|
|
(
|
)
|
(
|
)
| ||||||||||||||||
|
Balance
as of December 31, 2023 |
|
|
|
(
|
)
|
(
|
)
|
|
||||||||||||||||
(1) See
Note 9a.
(2) See
Note 9f.
The accompanying notes
are an integral part of these consolidated financial statements.
F - 7
REWALK ROBOTICS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
|
Year ended December 31, |
|||||||||||
|
|
2023 |
2022 |
2021 |
|||||||||
|
Cash flows used in operating activities: |
||||||||||||
|
Net loss |
$ |
(
|
) |
$ |
(
|
) |
$ |
(
|
) | |||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
|
||||||||||||
|
Depreciation |
|
|
|
|||||||||
|
Amortization of intangible assets |
|
|||||||||||
|
Share-based compensation |
|
|
|
|||||||||
|
Deferred taxes |
|
|
(
|
) | ||||||||
|
Remeasurement of earnout liability |
(
|
) |
|
|
||||||||
|
Interest income |
(
|
) |
|
|
||||||||
|
Exchange rate fluctuations |
(
|
) |
|
|
||||||||
|
|
||||||||||||
|
Changes in assets and liabilities: |
||||||||||||
|
Trade receivables, net |
(
|
) |
(
|
) |
|
|||||||
|
Prepaid expenses, operating lease right-of-use assets and other assets
|
(
|
) |
|
|
||||||||
|
Inventories |
(
|
) |
(
|
) |
|
|||||||
|
Trade payables |
|
|
(
|
) | ||||||||
|
Employees and payroll accruals |
(
|
) |
|
|
||||||||
|
Deferred revenues |
(
|
) |
(
|
) |
|
|||||||
|
Operating lease liabilities and other liabilities |
(
|
) |
(
|
) |
(
|
) | ||||||
|
Net cash used in operating activities |
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
||||||||||||
|
Cash flows used in investing activities: |
||||||||||||
|
Acquisition of a business, net of cash acquired |
(
|
) |
|
|
||||||||
|
Purchase of property and equipment |
(
|
) |
(
|
) |
(
|
) | ||||||
|
Net cash used in investing activities |
(
|
) |
(
|
) |
(
|
) | ||||||
|
|
||||||||||||
|
Cash flows from financing activities: |
||||||||||||
|
Issuance of ordinary shares in a private placement, net of issuance
expenses paid in the amount of $ |
|
|
|
|||||||||
|
Issuance of ordinary shares in a “registered direct”
offering, net of issuance expenses in the amount of $ |
|
|
|
|||||||||
|
Exercise of pre-funded warrants and warrants (1)(2) |
|
|
|
|||||||||
|
Purchase of treasury shares |
(
|
) |
(
|
) |
|
|||||||
|
Net cash (used in) provided by financing activities |
(
|
) |
(
|
) |
|
|||||||
|
|
||||||||||||
|
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted
Cash |
|
(
|
) |
|
||||||||
|
Increase (decrease) in cash, cash equivalents, and restricted cash
|
(
|
) |
(
|
) |
|
|||||||
|
Cash, cash equivalents, and restricted cash at beginning of period
|
|
|
|
|||||||||
|
Cash, cash equivalents, and restricted cash at end of period
|
$ |
|
$ |
|
$ |
|
||||||
(1) See Note 9a.
(2) See Note 9f.
The accompanying notes are an integral part of these consolidated financial statements.
F - 8
REWALK ROBOTICS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
|
Year ended December 31, |
|||||||||||
|
|
2023 |
2022 |
2021 |
|||||||||
|
|
||||||||||||
|
Supplemental disclosures of non-cash flow information
|
||||||||||||
|
Classification of other current assets to property and equipment,
net |
$ |
|
$ |
|
$ |
|
||||||
|
Classification of inventory to property and equipment |
$ |
|
$ |
|
$ |
|
||||||
|
Amounts related to shares re-purchase not yet paid |
$ |
|
$ |
|
$ |
|
||||||
|
ROU assets obtained from new lease liabilities |
$ |
|
$ |
|
$ |
|
||||||
|
|
||||||||||||
|
Supplemental disclosures of cash flow information:
|
||||||||||||
|
Cash paid for income taxes |
$ |
|
$ |
|
$ |
|
||||||
|
Cash received from interest |
$ |
|
|
|
||||||||
|
|
||||||||||||
|
Reconciliation of cash, cash equivalents and restricted
cash as shown in the consolidated statements of cash flows |
||||||||||||
|
Cash and cash equivalents |
$ |
|
$ |
|
$ |
|
||||||
|
Restricted cash included in other long-term assets |
$ |
|
$ |
|
$ |
|
||||||
|
Total Cash, cash equivalents, and restricted cash |
$ |
|
$ |
|
$ |
|
||||||
(1) See Note 9a.
(2) See Note 9f.
The accompanying notes are an integral part of these consolidated financial statements.
F - 9
REWALK
ROBOTICS LTD. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
U.S.
dollars in thousands
| NOTE 1:- |
GENERAL
|
| a. |
ReWalk Robotics Ltd. (“RRL”,
and together with its subsidiaries, the “Company”) was incorporated under the laws of the State of Israel on June 20, 2001
and commenced operations on the same date. |
| b. |
RRL has three wholly-owned (directly
and indirectly) subsidiaries: (i) ReWalk Robotics, Inc. (“RRI”) incorporated under the laws of Delaware on February 15, 2012,
(ii) ReWalk Robotics GMBH (“RRG”) incorporated under the laws of Germany on January 14, 2013, and (iii) AlterG, Inc. (“AlterG”)
incorporated in Delaware on October 21, 2004 under the name of Gravus, Inc. On June 30, 2005, the Company re-incorporated in Delaware
and changed its name to AlterG, Inc. in September 2005. |
| c. |
The Company is a medical device company
that is designing, developing, and commercializing innovative technologies that enable mobility and wellness in rehabilitation and daily
life for individuals with physical and neurological conditions. The Company’s initial product offerings were the ReWalk Personal
and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury (collectively, the “SCI Products”).
These devices are robotic exoskeletons that are designed for individuals with paraplegia that use the Company’s patented tilt-sensor
technology and an on-board computer and motion sensors to drive motorized legs that power movement. These SCI Products allow individuals
with spinal cord injury the ability to stand and walk again during everyday activities at home or in the community.
|
The
Company has sought to expand the product offerings beyond the SCI Products through internal development and distribution agreements. The
Company has developed its ReStore Exo-Suit device, which it began commercializing in June 2019. The ReStore is a powered, lightweight
soft exo-suit intended for use during the rehabilitation of individuals with lower limb disability due to stroke. During the second quarter
of 2020, the Company signed two separate agreements to distribute additional product lines in the United States. The Company is the exclusive
distributor of the MYOLYN MyoCycle FES Pro cycles to United States (“U.S.”) rehabilitation clinics and for the MyoCycle Home
cycles available to US veterans through VA hospitals. In the second quarter of 2020, the Company also became the exclusive distributor
of the MediTouch Tutor movement biofeedback systems in the United States; however, due to unsatisfactory sales performance of the MediTouch
product lines, the Company terminated this agreement as of January 31, 2023. We refer to the MediTouch and MyoCycle devices as the Company’s
“Distributed Products.”
On
August 11, 2023, pursuant to an Agreement and Plan of Merger among RRI, AlterG, Atlas Merger Sub, Inc., a wholly owned subsidiary of RRI
(“Merger Sub”), and Shareholder Representative Services LLC, dated August 11, 2023, RRI acquired AlterG and AlterG became
a wholly owned subsidiary of the Company.
For
accounting purposes, RRI was considered the acquirer and AlterG was considered the acquiree. The acquisition was accounted for using the
acquisition method of accounting. See Note 5 for additional information.
The
Company made its first acquisition to supplement its internal growth when it acquired AlterG, a leading provider of AlterG Anti-Gravity
systems for use in physical and neurological rehabilitation. The Company paid a cash purchase price of $19.0 million at closing
and additional cash earnouts may be paid based upon a percentage of AlterG’s year-over-year revenue growth over the two years following
the closing. The AlterG Anti-Gravity systems use patented, NASA-derived Differential Air Pressure (“DAP”) technology to reduce
the effects of gravity and allow people to rehabilitate with finely calibrated support and reduced pain. The Company will continue
to evaluate other products for distribution or acquisition that can broaden its product offerings further to help individuals with physical
and neurological injury and disability.
The
Company markets and sells its products directly to institutions and individuals and through third-party distributors. The Company sells
its products directly primarily in the United States, through a combination of direct sales and distributors (depending on the product
line) in Germany, Canada, and Australia, and primarily through distributors in other markets. In its direct markets, the Company has established
relationships with clinics and rehabilitation centers, professional and college sports teams, and individuals and organizations in the
spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships. RRI and AlterG
market and sell products mainly in the United States. RRG markets and sells the Company’s products mainly in Germany and Europe.
F - 10
| d. |
The Company depends on one contract manufacturer
to manufacture the ReWalk and the ReStore products in its portfolio, Sanmina. Reliance on this vendor makes the Company vulnerable to
possible capacity constraints and reduces control over component availability, delivery schedules, manufacturing yields and costs.
|
| e. |
For the full year ended
December 31, 2023 the Company incurred a consolidated net loss of $ |
The
Company expects to incur future net losses and the transition to profitability is dependent upon, among other things, the successful development
and commercialization of the Company’s products and product candidates, the establishment of contracts for the distribution of new
product lines, or the acquisition of additional product lines, any of which, or in combination, would contribute to the achievement of
a level of revenue adequate to support the cost structure. Until the Company achieves profitability or generates positive cash flows,
it will continue to need to raise additional cash. The Company intends to fund future operations through existing cash on hand, additional
private and/or public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the foregoing.
In addition, the Company may seek additional capital through arrangements with strategic partners or from other sources and will continue
to address its cost structure. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or achieve
or sustain profitability or positive cash flows from operations.
| NOTE 2:- |
SIGNIFICANT ACCOUNTING
POLICIES |
The
consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S.
GAAP”), applied on a consistent basis, as follows:
| a. |
Use of Estimates |
The
preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates, judgments, and
assumptions. The Company’s management believes that the estimates, judgments, and assumptions used are reasonable based upon information
available at the time they are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, the Company’s management
evaluates estimates, including those related to inventories, fair values of share-based awards, contingent liabilities, provision for
warranty, allowance for credit losses and sales return reserve. Such estimates are based on historical experience and on various other
assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of
assets and liabilities.
| b. |
Financial Statements in U.S. Dollars:
|
The
functional currency is the currency that best reflects the economic environment in which the Company and its subsidiaries operate and
conduct their transactions. Most of the Company’s revenues and costs are incurred in U.S. dollar. In addition, the Company’s
financing activities are incurred in U.S. dollars. The Company’s management believes that the dollar is the primary currency of
the economic environment in which the Company and each of its subsidiaries operate. Thus, the dollar is the Company’s and its subsidiary's
functional and reporting currency.
Accordingly,
monetary accounts maintained in currencies other than the U.S. dollar are remeasured into U.S. dollars in accordance with ASC 830 “Foreign
Currency Matters.” All transaction gains and losses of the remeasured monetary balance sheet items are reflected in the consolidated
statements of operations as financing income or expenses as appropriate.
F - 11
| c. |
Principles of Consolidation:
|
The
consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany balances have been
eliminated upon consolidation.
| d. |
Cash Equivalents: |
Cash
equivalents are short-term highly liquid investments that are readily convertible to cash with original maturities of three months or
less, at the date acquired.
| e. |
Inventories: |
Inventories
are stated at the lower of cost or net realizable value. Inventory reserves are provided to cover risks arising from slow-moving items
or technological obsolescence.
The
Company periodically evaluates the quantities on hand relative to historical, current, and projected sales volume. Based on this evaluation,
an impairment charge is recorded when required to write-down inventory to its net realized value.
Cost
is determined as follows:
Finished
products - based on raw materials and manufacturing costs on an average basis.
Raw
materials - The weighted average cost method.
The
Company regularly evaluates the ability to realize the value of inventory based on a combination of factors, including historical usage
rates and forecasted sales according to outstanding backlogs. Purchasing requirements and alternative usage are explored within these
processes to mitigate inventory exposure. When recorded, the reserves are intended to reduce the carrying value of inventory to its net
realizable value. If actual demand for the Company’s products deteriorates, or market conditions are less favourable than those
projected, additional inventory reserves may be required.
| f. |
Property and Equipment: |
Property
and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the
estimated useful lives of the assets at the following annual rates:
|
|
%
|
|
Computer
equipment |
|
|
Office
furniture and equipment |
|
|
Machinery
and laboratory equipment |
|
|
Field
service units |
|
|
Leasehold
improvements |
or
estimated useful life |
| g. |
Business Combinations |
The
Company accounts for business combinations in accordance with ASC 805, “Business Combinations” (“ASC 805”). For
business combinations accounted for under the acquisition method, ASC 805 requires recognition of assets acquired, liabilities assumed,
and any non-controlling interest at the acquisition date, measured at their fair values as of that date. The Company determines the recognition
of intangible assets based on the following criteria: (i) the intangible asset arises from contractual or other rights; or (ii) the intangible
asset is separable or divisible from the acquired entity and capable of being sold, transferred, licensed, returned or exchanged.
The
excess of the fair value of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill.
Determining the fair value of the identifiable assets and liabilities requires management to use significant judgment and estimates including
the forecasted revenue and revenues growth rates, discount rates, customer contract renewal rates and customer attrition rates. The process
of estimating the fair values requires significant estimates, especially with respect to intangible assets. Management’s determination
of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances
and incorporates management’s own assumptions and involves a significant degree of judgment.
Acquisition
related costs include legal fees, consulting and success fees, and other non-recurring integration related costs. Acquisition-related
costs are expensed as incurred.
F - 12
| h. |
Goodwill and Other Intangibles
|
For
business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed
based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill.
The
Company has no indefinite-lived intangible assets other than goodwill. Acquired identifiable finite-lived intangible assets include identifiable
acquired technology, customer relationships, trademarks and backlog and are amortized on a straight-line basis over the estimated useful
lives of the assets. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets.
Goodwill
is not amortized and is tested for impairment at least annually.
The
Company operates as one reporting unit and the fair value of the reporting unit is estimated using quoted market prices of the Company’s
stock in active markets. The Company tests goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances
indicate the carrying amount of goodwill may not be recoverable.
When
testing goodwill for impairment, the Company may first perform a qualitative assessment. If the Company determines it is not more likely
than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company
determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, then the quantitative
impairment test will be performed. The Company may elect to bypass the qualitative assessment and proceed directly to performing a quantitative
analysis. Under the quantitative impairment test, if the carrying amount of the Company’s reporting unit exceeds its fair value,
the Company recognizes an impairment of goodwill for the amount of this excess.
As
of December 31, 2023, no impairments of goodwill have been recognized.
| i. |
Impairment of Long-Lived Assets
|
The
Company’s long-lived assets, including right-of-use (“ROU”) assets and identifiable intangible assets that are subject
to amortization, are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment” whenever events or
changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. Recoverability of assets
(or asset group) to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows
expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the
amount by which the carrying amount of the assets exceeds the fair value of the assets. During the years ended December 31, 2023, 2022
and 2021, no impairment losses have been recorded.
| j. |
Restricted cash and Other long-term assets:
|
Other
long-term assets include long-term prepaid expenses and restricted cash deposits for offices and cars leasing based upon the term of the
remaining restrictions.
| k. |
Treasury shares |
The
Company repurchased its ordinary shares and holds them as treasury shares. The Company presents the cost to repurchase treasury shares
as a reduction of shareholders' equity.
F - 13
| l. |
Revenue Recognition: |
The
Company generates revenues from sales of products. The Company sells its products directly to end customers and through distributors.
The Company sells its products to clinics and rehabilitation centres, professional and college sports teams, private individuals (who
finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), and distributors.
The
Company recognizes revenue in accordance with ASC 606, “Revenue Recognition” when, or as, control of the promised good or
service is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange
for those goods or services. The Company applies the following five steps:
| 1. |
Identify the contract with a customer
|
The
Company generally considers a purchase order or a signed quote to be a contract with a customer. In evaluating the contract with a customer,
the Company analyzes the customer’s intent and ability to pay the amount of promised consideration (credit risk) and considers the
probability of collecting substantially all of the consideration.
| 2. |
Identify the performance obligations in the contract
|
At
a contract’s inception, the Company assesses the goods or services promised in a contract with a customer and identifies the performance
obligations.
| 3. |
Determine the transaction price
|
The
transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring products
or services to the customer.
The
Company does not offer extended payment terms beyond one year to customers.
| 4. |
Allocate the transaction price to performance
obligations in the contract |
If
the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.
Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation
based on a relative standalone selling price basis.
| 5. |
Recognize revenue when or as the Company satisfies
a performance obligation |
Revenue
is recognized when or as performance obligations are satisfied by transferring control of a promised good or service to a customer. Control
either transfers over time or at a point in time, which affects when revenue is recorded.
The
Company has elected to apply the practical expedient for financing component for transactions in which the difference between the payment
date and the revenue recognition timing is up to 12 months.
Disaggregation
of Revenue (in thousands):
|
|
Year
Ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Product
|
$
|
|
$
|
|
$
|
|
||||||
|
Rental
|
|
|
|
|||||||||
|
Service
and warranty |
|
|
|
|||||||||
|
Total
Revenues |
$
|
|
$
|
|
$
|
|
||||||
Product
revenue
Revenue
from Products is comprised of sale of Anti-Gravity products, sale of systems products to rehabilitation facilities and sale of ReWalk
Personal Exoskeleton systems to end users. Revenues generated from the sale of Products are recognized at a point in time, once the customer
has obtained the legal title to the items purchased.
For
systems sold to rehabilitation facilities, the Company includes insignificant training and considers the elements in the arrangement to
be a single performance obligation. Therefore, the Company recognizes revenue for the system only when control is transferred after delivery
and when the training has been completed, in accordance with the agreements terms with the customer.
F - 14
For
sales of ReWalk Personal Exoskeleton systems to end users, and for sales of ReWalk Personal or ReWalk Rehabilitation Exoskeleton systems
to third party distributors, the Company does not provide training to the end user as this training is completed by the rehabilitation
center or by the distributor that have previously completed the ReWalk Training program. Therefore, the Company recognizes revenue in
such sales upon delivery.
The
Company generally does not grant a right of return for its products. In rare circumstances when the Company provides a right of return
for its products. the Company records reductions to revenue for expected future product returns based on the Company’s historical
experience and estimates.
During
2023, the Company offered six products: (1) ReWalk Personal Exoskeletons, (2) ReWalk Rehabilitation Exoskeleton, (3) ReStore, (4) AlterG
Anti-Gravity systems, (5) MyoCycle and (6) MediTouch. Due to unsatisfactory sales performance of the MediTouch product lines, the Company
terminated this agreement as of January 31, 2023.
Rental
revenue
Rental
revenue for the AlterG Anti-Gravity systems is accounted for under ASC Topic 842, Leases. The Company rents its products to customers
for a fixed monthly fee over the rental term, which typically ranges from 2 to 3 years. Rental revenues are recorded as earned on a monthly
basis. See Note 2x for additional information.
For
the SCI Products, the Company also offers a rent-to-purchase model in which the Company recognizes revenue ratably according to the agreed
rental monthly fee for a limited period prior to selling its products.
Service
and warranties
The
Company services its products after expiration of the initial warranty. Service revenue, consisting of time and materials to perform the
repairs, is recorded as services are rendered.
Determining
the transaction price requires of level judgment, which is discussed by revenue category in further detail below.
Warranties
are classified as either an assurance type or a service type warranty. A warranty is considered an assurance type warranty if it provides
the customer with assurance that the product will function as intended for a limited period of time. An assurance type warranty is not
accounted for as a separate performance obligation under the revenue model.
SCI
Products include a . The first
two years are considered as an assurance type warranty and the additional period is considered an extended service arrangement,
which is a service type warranty. A service type warranty is either sold with a unit or separately for a unit for which the warranty has
expired. A service type warranty is accounted as a separate performance obligation and revenue is recognized ratably over the life of
the warranty.
The
ReStore device is sold with a two-year warranty which is considered as assurance type warranty.
The
Distributed Products are sold with assurance type warranty ranging between three years to ten years, depending on the specific product
and part.
For
AlterG Anti-Gravity Products, the Company offers customers extended warranty contracts that extend or enhance the technical support, parts,
and labor coverage offered as part of the base warranty included with the Anti-Gravity system products. Extended warranty revenue is recognized
ratably over the extended warranty coverage period. The Company offers a one-year assurance type warranty to customers in the U.S. and
two years assurance type warranty for spare parts only to its international distributors. For these products, the Company determines standalone
selling price based on the price at which the performance obligation is sold separately.
F - 15
Contract
balances (in thousands):
|
|
December
31, |
December
31, |
||||||
|
|
2023
|
2022
|
||||||
|
Trade
receivable, net of credit losses (1) |
$
|
|
$
|
|
||||
|
Deferred
revenues (1) (2) |
$
|
|
$
|
|
||||
| (1) |
Balance presented net of unrecognized revenue
that was not yet collected. |
| (2) |
$
|
Deferred
revenue which represent a contract liability, include unearned amounts related to service type warranty obligations as well as other advances
and payments which the Company received from customers prior to satisfying the performance obligation, for which revenue has not yet been
recognized. The Company's unearned performance obligations as of December 31, 2023 and the
estimated revenue expected to be recognized in the future related to the service type warranty amounts to $3.1 million, which will be
fulfilled over one to five years.
| m. |
Accounting for Share-Based Compensation:
|
The
Company accounts for share-based compensation in accordance with ASC 718, “Compensation-Stock Compensation” (“ASC 718”).
ASC 718 requires companies to estimate the fair value of equity-based payment awards on the date of grant using an Option-Pricing Model
(“OPM”). The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite
service periods in the Company’s consolidated statements of operations.
The
Company recognizes compensation expenses for the value of its awards granted based on the straight-line method over the requisite service
period of each of the awards. The Company account for forfeitures as they occur.
The
Company selected the Black-Scholes-Merton option pricing model as the most appropriate fair value method for its share-option awards.
The option-pricing model requires a number of assumptions, of which the most significant are the fair market value of the underlying ordinary
share, expected share price volatility and the expected option term. Expected volatility is calculated based on actual historical stock
price movements over the most recent periods ending on the grant date, equal to the expected term of the options, or based on certain
peer companies that the Company considered to be comparable, in case there is no sufficient trading volume to rely on market volatility.
The expected option term is determined based on the simplified method, as adequate historical experience is not available to provide a
reasonable estimate. The simplified method will continue to apply until enough historical experience is available to provide a reasonable
estimate of the expected term. The risk-free interest rate is based on the yield from U.S. treasury bonds with an equivalent term. The
Company has historically not paid dividends and has no foreseeable plans to pay dividends.
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
Company accounts for options granted to consultants and other service providers under ASC 718. The fair value of these options was estimated
using a Black-Scholes-Merton option-pricing model.
| n. |
Warrants to Acquire Ordinary Shares:
|
During
the twelve -month ended December 31, 2021, the Company issued warrants to acquire up to 15,083,611
ordinary shares. There were no issued warrants during the twelve months ended December 31, 2023 and 2022. The Company assessed the warrants
pursuant to ASC 480 "Distinguishing Liabilities from Equity" and ASC 815 "Derivatives and Hedging" and determined that the warrants should
be accounted for as equity and not as a derivative liability. Refer to Note 9f for additional information.
| o. |
Research and Development Costs:
|
Research
and development costs are charged to the consolidated statement of operations as incurred and are presented net of the amount of any grants
the Company received for research and development in the period in which the grant was received.
F - 16
| p. |
Income Taxes |
The
Company accounts for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”), using the liability
method whereby deferred tax assets and liability account balances are determined based on the differences between financial reporting
and the tax basis for assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to the amounts that are
more likely-than-not to be realized.
ASC
740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions. The first step is to evaluate the
tax position taken or expected to be taken in a tax return by determining if the weight of available evidence indicates that it is more
likely than not that, on an evaluation of the technical merits, the tax position will be sustained on audit, including resolution of any
related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely
to be realized upon ultimate settlement. The Company accrues interest and penalties related to unrecognized tax benefits in its taxes
on income. As of December 31, 2023, and 2022, the Company did not identify any significant uncertain tax positions.
| q. |
Warranty provision: |
For
assurance-type warranty, the Company records a provision for the estimated cost to repair or replace products under warranty at the time
of sale. Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of
warranty repairs and the cost per repair.
|
|
US
Dollars
in
thousands
|
|||
|
Balance
at December 31, 2022 |
$
|
|
||
|
AlterG
acquisition – see note 5 |
|
|||
|
Provision
|
|
|||
|
Usage
|
(
|
)
| ||
|
Balance
at December 31, 2023 |
$
|
|
||
| r. |
Concentrations of Credit Risks:
|
Financial
instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and trade
receivables.
The
Company’s cash and cash equivalents are deposited in major banks in Israel, the United States and Germany. Such deposits in the
United States may be in excess of insured limits and are not insured in other jurisdictions. The Company maintains cash and cash equivalents
with diverse financial institutions and monitors the amount of credit exposure to each financial institution. The bank deposits are held
in financial institutions which management believes are institutions with high credit standing, and accordingly, minimal credit risk from
geographic or credit concentration exists with respect to these deposits.
The
below table reflects the concentration of credit risk for the Company’s current customers as of December 31, 2023, to which substantial
sales were made.
Concentration
of credit risk with respect to trade receivable is primarily limited to a customer to which the Company makes substantial sales.
|
|
December
31, |
|||||||
|
|
2023
|
2022
|
||||||
|
Customer
A |
|
)%
|
|
%
| ||||
|
Customer
B |
|
)%
|
|
%
| ||||
|
Customer
C |
|
|
%
| |||||
|
Customer
D |
|
|
%
| |||||
| *) |
Less than 10% |
F - 17
The
allowance for credit losses is based on the Company's assessments of factors that may affect a customer's ability to pay. The Company
regularly reviews the adequacy of the allowance for credit losses based on a combination of factors, including an assessment of the current
customer's aging balance, the nature and size of the customer, the financial condition of the customer, and the amount of any receivables
in dispute. The Company does not have any off-balance sheet credit exposure related to its customers. As of December 31, 2023, and 2022
trade receivables are presented net of $328
thousand and $26
thousand allowance for credit losses, respectively.
| s. |
Accrued Severance Pay: |
Pursuant
to Israel’s Severance Pay Law, Israeli employees are entitled to severance pay equal to one month’s salary for each year of
employment, or a portion thereof. All of the employees of the RRL elected to be included under section 14 of the Severance Pay Law, 1963
(“section 14”). According to this section, these employees are entitled only to monthly deposits, at a rate of 8.33 %
of their monthly salary, made in their name with insurance companies. Payments in accordance with section 14 release the Company from
any future severance payments (under the above Israeli Severance Pay Law) in respect of those employees; therefore, related assets and
liabilities are not presented in the balance sheet.
Total
Company’s expenses related to severance pay amounted to $114
thousand , $113
thousand and $104
thousand for the years ended December 31, 2023, 2022 and 2021, respectively.
| t. |
Fair Value Measurements: |
Fair
value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.
The Company uses a three -tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring
basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement.
The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs when determining
fair value. If a financial instrument uses inputs that fall in different levels of the hierarchy, the instrument will be categorized based
upon the lowest level of input that is significant to the fair value calculation. The three -tiers are defined as follows:
| ▪ |
Level 1. Observable
inputs based on unadjusted quoted prices in active markets for identical assets or liabilities; |
| ▪ |
Level 2. Inputs,
other than quoted prices in active markets, that are observable either directly or indirectly; and |
| ▪ |
Level 3. Unobservable
inputs for which there is little or no market data requiring the Company to develop its own assumptions. |
The
carrying amounts of cash and cash equivalents, short term deposits, trade receivables and trade payables approximate their fair value
due to the short-term maturity of such instruments.
The
following tables present information about the Company’s financial assets and liabilities that are measured in fair value on a recurring
basis as of December 31, 2023 and December 31, 2022 (in thousands):
|
Fair
value measurements as of |
||||||||||
|
Description
|
Fair
Value Hierarchy |
December
31,
2023
|
December
31,
2022
|
|||||||
|
Financial
assets: |
||||||||||
|
Money market funds included
in cash and cash equivalent |
Level
1 |
$
|
|
$
|
|
|||||
|
Treasury bills included
in cash and cash equivalent |
Level
1 |
$ |
|
$ |
|
|||||
|
Total Assets Measured
at Fair Value |
$
|
|
$
|
|
||||||
|
Financial
Liabilities: |
||||||||||
|
Earnout
|
Level
3 |
$
|
|
$
|
|
|||||
|
Total liabilities measured
at fair value |
$
|
|
$
|
|
||||||
F - 18
The
Company classifies cash equivalents within Level 1, because the Company uses quoted market prices or alternative pricing sources and models
utilizing market observable inputs to determine their fair values.
The
earnout was valued using a Monte Carlo simulation analysis, which is considered to be a Level 3 fair value measurement.
The
following table summarizes the earnout liability activity as of December 31, 2023 (in thousands):
|
Earnout
|
|||||
|
Initial Measurement (August
11, 2023) |
$
|
|
|||
|
Change in fair value
|
(
|
||||
|
Balance December 31,
2023 |
$
|
|
|||
u. Basic
and Diluted Net Loss Per Share:
Basic
net loss per share is computed by dividing the net loss by the weighted-average number of shares of ordinary shares outstanding during
the period.
Diluted
loss per share is computed based on the weighted average number of ordinary shares outstanding during the period, plus dilutive potential
shares considered outstanding during the period.
v. Contingent
liabilities
The
Company accounts for its contingent liabilities in accordance with ASC 450, “Contingencies.” A provision is recorded when
it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
With
respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings,
advice of legal counsel and other information and events pertaining to a particular matter.
w. Government
grants
Royalty
and non-royalty-bearing grants from the Israeli Innovation Authority (the “IIA”) of the Ministry of Economy and Industry in
Israel for funding of approved research and development projects are recognized at the time the Company is entitled to such grants, on
the basis of the costs incurred, and are presented as a reduction from research and development expenses (see Note 8c).
F - 19
x. Leases
At
the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances
present. Operating lease liabilities and their corresponding right-of-use assets are recorded at commencement date based on the present
value of lease payments over the expected lease term. The interest rate implicit in lease contracts is typically not readily determinable.
As such, the Company utilizes its incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar
term an amount equal to the lease payments in a similar economic environment. Certain adjustments to the right-of-use asset may be required
for items, such as initial direct costs paid or incentives received. The lease terms may include options to extend or terminate the lease
when it is reasonably certain that the Company will exercise such options.
Leases
with an initial term of 12 months or less are not recorded on the balance sheet.
Lessor
accounting - Operating leases
A
portion of the AlterG rental revenues for the AlterG Anti-Gravity systems are made through lease arrangements.
AlterG
products are available for lease agreements ranging from 12
to 42
months. If the customer terminates the contract during the lease period, they are required to pay a cancellation fee. The lease period
may be extended by an additional period as specified in the contract.
In
determining the leases classification as a sales type or operating lease, the Company assesses, among other criteria: (i) the lease term
to determine if it is for the major part of the economic life of the underlying equipment; and (ii) the present value of the lease payments
to determine if they are equal to or greater than substantially all of the fair market value of the equipment at the inception of the
lease AlterG Anti-Gravity systems. When these criteria are not met, the lease accounted for as operating leases and revenues are recognized
over the term of the lease.
Under
these arrangements, when the Company acts as the lessor for its product line, the Company accounted for the lease arrangements as operating
leases in accordance with ASC 842, “Lease” (“ASC 842”).
The
total rental revenue for the AlterG Anti-Gravity Products has amounted to $249
thousand from the time of acquisition through December 31, 2023.
y. New
Accounting Pronouncements
Recently
Implemented Accounting Pronouncements
|
i.
Financial Instruments |
In
June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.
ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology,
which will result in the more timely recognition of losses. The Company adopted ASU 2016-13 as of January 1, 2023. The adoption of this
standard did not have a material impact on the Company’s consolidated financial statements.
Recent
Accounting Pronouncements Not Yet Adopted
|
|
i.
|
In
December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, “Income
Taxes - Improvements to Income Tax Disclosures” requiring enhancements and further transparency to certain income tax disclosures,
most notably the tax rate reconciliation and income taxes paid. This ASU is effective for fiscal years beginning after December 15, 2024
on a prospective basis and retrospective application is permitted. The Company is currently evaluating the impact of the adoption of this
standard.
|
|
ii.
|
In November 2023,
the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their
reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single
reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation
requirements in ASC 280, “Segment Reporting” on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning
after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.
The Company is currently evaluating the impact of adopting ASU 2023-07. |
F - 20
| NOTE 3:- |
PREPAID EXPENSES
AND OTHER CURRENT ASSETS |
The
components of prepaid expenses and other current assets are as follows (in thousands):
|
|
December
31, |
|||||||
|
|
2023
|
2022
|
||||||
|
Government institutions
|
$
|
|
$
|
|
||||
|
Prepaid expenses
|
|
|
||||||
|
Advances to vendors
|
|
|
||||||
|
Other assets
|
|
|
||||||
|
|
||||||||
|
|
$
|
|
$
|
|
||||
| NOTE 4:- |
INVENTORIES
|
The
components of inventories are as follows (in thousands):
|
|
December
31, |
|||||||
|
|
2023
|
2022
|
||||||
|
Finished products
|
$
|
|
$
|
|
||||
|
Raw materials
|
|
|
||||||
|
|
||||||||
|
|
$
|
|
$
|
|
||||
During
the twelve months ended December 31, 2023, 2022, and 2021, the Company recognized, at cost of revenues, reserves for excess and obsolete
in the amount of $398
thousand, $502
thousand, and $252
thousand, respectively.
F - 21
NOTE
5:- BUSINESS COMBINATION
On
August 11, 2023, pursuant to an Agreement and Plan of Merger among RRI, AlterG, Merger Sub, and Shareholder Representative Services LLC,
RRI, August 8, 2023, the Company acquired AlterG and AlterG became a wholly owned subsidiary of the Company. AlterG develops, manufactures,
and markets Anti-Gravity systems for use in physical and neurological rehabilitation and athletic training, both in the United States
and internationally. The aggregate purchase price was a total of $19.0
million in cash, subject to working capital and other customary purchase price adjustments. Additional cash earnouts may be paid based
upon a percentage of AlterG’s year-over-year future revenue growth over the next two years subject to working capital and other
customary purchase price adjustments.
The
total consideration transferred is as follows (in thousands):
|
Cash
|
$
|
|
||
|
Earnout
payments |
$
|
|
||
|
Total
consideration |
$
|
|
Earnout
payments
The
Company has accounted for the AlterG acquisition as a business combination. The Company has preliminarily allocated the purchase price
of approximately $22.1
million fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill.
The
following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands):
|
Cash
and cash equivalent |
$
|
|
||
|
Restricted
cash |
|
|||
|
Accounts
receivable |
|
|||
|
Inventory
|
|
|||
|
Prepaid
expenses and other current assets |
|
|||
|
Right
of use asset |
|
|||
|
Property
and equipment, net |
|
|||
|
Other
non-current assets |
|
|||
|
Goodwill
|
|
|||
|
Intangible
assets |
|
|||
|
Accounts
payable |
(
|
)
| ||
|
Accrued
compensation |
(
|
)
| ||
|
Other
accrued liabilities |
(
|
)
| ||
|
Deferred
revenue |
(
|
)
| ||
|
Warranty
Obligations |
(
|
)
| ||
|
Leases
Liability |
(
|
)
| ||
|
Total
purchase consideration |
$
|
|
F - 22
The
following table presents the details of the intangible assets acquired at the date of AlterG acquisition (in thousands):
|
Estimated
|
Estimated
Useful
|
|||||||
|
Fair Value
|
Life (Years)
|
|||||||
|
Trademark
|
$
|
|
|
|||||
|
Technology
|
|
|
||||||
|
Customer
relationship - Warranty |
|
|
||||||
|
Customer
relationship - Rental |
|
|
||||||
|
Customer
relationship - Distribution |
|
|
||||||
|
Backlog
|
|
|
||||||
Under
the preliminary purchase price allocation, the Company allocates the purchase price to tangible and identified intangible assets acquired
and liabilities assumed based on the preliminary estimates of their fair values. The fair values for the intangible assets acquired were
primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement in the fair value
hierarchy. Customer relationships, distributor relationships, backlog, trademark and developed technology were valued using the income
approach, based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount
rates commensurate with perceived risk. The discounted cash flow analyses factor in assumptions on revenue and expense growth rates including
estimates of customer growth and attrition rates, distributor growth and attrition rates, technology obsolescence, and relief from royalty
projections. Additionally, these discounted cash flow analyses factor in expected amounts of working capital, fixed assets, assembled
workforce and cost of capital for each intangible asset. Such estimates are subject to change during the measurement period which is not
expected to exceed one year. Any adjustments to the preliminary purchase price allocation identified during the measurement period will
be recognized in the period in which the adjustments are determined.
The
Company incurred acquisition-related costs of $2.5
million included in General and administrative costs.
The
table below presents the pro forma revenue and earnings of the combined business as if the acquisition had occurred as of January 1, 2022
(in thousands):
|
Twelve
Months Ended
December
31, |
||||||||
|
2023
|
2022
|
|||||||
|
Revenues
|
|
|
||||||
|
Net
loss |
(
|
)
|
(
|
)
| ||||
The
total revenues and net loss of AlterG, included in the consolidated income statement, since the acquisition date through December 31,
2023, amounted to 7,658
thousand and 249
thousand, respectively.
The
pro forma financial information for all periods presented above has been calculated after adjusting the results of AlterG to reflect the
business combinations accounting effects resulting from these acquisitions.
These
proforma results reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to
property, plant, and equipment and intangible asset occurred at the beginning of the period, along with consequential tax effects. The
unaudited pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred
had the business combinations been completed on January 1, 2022, nor it is necessarily indicative of future results of operations of the
combined company. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies resulting from
the acquisition.
F - 23
NOTE
6:- GOODWILL AND OTHER INTANGIBLE
ASSETS, NET
The
Company has $7.5
million of goodwill related to its purchase of AlterG in the third quarter of fiscal year 2023, which has an indefinite life, and is not
deductible for tax purposes.
As
of December 31, 2023, the components of, and changes in, the carrying amount of intangible assets, net, were as follows (in thousands):
|
Cost
|
December 31,
2023
Accumulated
Amortization
|
Intangible
Assets,
Net |
||||||||||
|
Trademark
|
|
(
|
)
|
|
||||||||
|
Technology
|
|
(
|
)
|
|
||||||||
|
Customer
relationship - Warranty |
|
(
|
)
|
|
||||||||
|
Customer
relationship - Rental |
|
(
|
)
|
|
||||||||
|
Customer
relationship - Distribution |
|
(
|
)
|
|
||||||||
|
Backlog
|
|
(
|
)
|
|
||||||||
|
Total Amortized
Intangible Assets |
|
(
|
)
|
|
||||||||
The estimated amortization expense is shown below (in thousands):
|
Fiscal 2024
|
|
|||||||||||
|
Fiscal 2025
|
|
|||||||||||
|
Fiscal 2026
|
|
|||||||||||
|
Fiscal 2027
|
|
|||||||||||
|
Fiscal 2028
|
|
|||||||||||
|
Total
|
|
| NOTE 7:- |
PROPERTY AND EQUIPMENT,
NET |
The
components of property and equipment, net are as follows (in thousands):
|
|
December
31, |
|||||||
|
|
2023
|
2022
|
||||||
|
Cost:
|
||||||||
|
Computer equipment
|
$
|
|
$
|
|
||||
|
Office furniture and
equipment |
|
|
||||||
|
Machinery and laboratory
equipment |
|
|
||||||
|
Field service units
|
|
|
||||||
|
Leasehold improvements
|
|
|
||||||
|
|
||||||||
|
|
$
|
|
$
|
|
||||
|
|
December
31, |
|||||||
|
|
2023
|
2022
|
||||||
|
Accumulated depreciation
|
|
|
||||||
|
|
||||||||
|
Property and equipment,
net |
$
|
|
$
|
|
||||
Depreciation
expenses amounted to $239
thousand, $202
thousand, and $266
thousand for the years ended December 31, 2023, 2022 and 2021, respectively.
F - 24
| NOTE 8:- |
COMMITMENTS AND
CONTINGENT LIABILITIES |
| a. |
Purchase commitment: |
The
Company has contractual obligations to purchase goods from its contract manufacturer as well as raw materials from different vendors.
Purchase obligations do not include contracts that may be cancelled without penalty. As of December 31, 2023, non-cancellable outstanding
obligations amounted to approximately $8.6
million.
| b. |
Operating lease commitment:
|
| (i) |
The Company operates from leased facilities in
Israel, the United States and Germany. |
| (ii) |
RRL and RRG lease cars for their employees under
cancelable operating lease agreements expiring at various dates in between 2024 and 2026 A subset of the Company’s cars leases is
considered variable. The variable lease payments for such cars leases are based on actual mileage incurred at the stated contractual rate.
RRL and RRG have an option to be released from these agreements, which may result in penalties in a maximum amount of approximately $30
thousand as of December 31, 2023. |
The
Company’s future lease payments for its facilities and cars, which are presented as current maturities of operating leases and non-current
operating leases liabilities on the Company’s consolidated balance sheets as of December 31, 2023 are as follows (in thousands):
|
2024
|
$
|
|
||
|
2025
|
|
|||
|
2026
|
|
|||
|
Total lease payments
|
|
|||
|
Less: imputed interest
|
(
|
)
| ||
|
Present value of future
lease payments |
|
|||
|
Less: current maturities
of operating leases |
(
|
)
| ||
|
Non-current operating
leases |
$
|
|
||
|
Weighted-average remaining
lease term (in years) |
|
|||
|
Weighted-average discount
rate |
|
%
|
Total
lease expenses for the years ended December 31, 2023, 2022 and 2021 were $976
thousand, $739
thousand, and $730
thousand, respectively.
| c. |
Royalties: |
The
Company’s research and development efforts are financed, in part, through funding from the Israel Innovation Authority (“IIA”).
Since the Company’s inception through December 31, 2023, the Company received funding from the IIA in the total amount of $2.6
million. Out of the $2.6
million in funding from the IIA, a total amount of $1.6
million were royalty-bearing grants, $400
thousand was received in consideration of 209
convertible preferred A shares, which converted after the Company’s initial public offering in September 2014 into ordinary
shares in a conversion ratio of 1 to 1 , while $570 thousand was received without
future obligation. The Company is obligated to pay royalties to the IIA, amounting to 3 %
of the sales of the products and other related revenues generated from such projects, up to 100 %
of the grants received. The royalty payment obligations also bear interest at the LIBOR rate. The obligation to pay these royalties is
contingent on actual sales of the applicable products and in the absence of such sales, no payment is required.
As
of December 31, 2023, the Company paid royalties to the IIA in the total amount of $110
thousand.
Royalties
expenses in cost of revenue were $17
thousand, $7
thousand and $14
thousand, for the years ended December 31, 2023, 2022 and 2021, respectively.
As
of December 31, 2023, the contingent liability to the IIA amounted to $1.6
million. The Israeli Research and Development Law provides that know-how developed under an approved research and development program
may not be transferred to third parties without the approval of the IIA. Such approval is not required for the sale or export of any products
resulting from such research or development. The IIA, under special circumstances, may approve the transfer of IIA-funded know-how outside
Israel.
Additionally,
the License Agreement requires the Company to pay College (“Harvard”) royalties on net sales, see Note 10 below for more information
about the Collaboration Agreement (as defined below) and the License Agreement (as defined below).
F - 25
| d. |
Liens |
As
part of the Company’s restricted cash and other long-term assets, as of December 31, 2023, an amount of $709
thousand has been pledged as security in respect of a guarantee granted to a third party. Such deposit cannot be pledged to others or
withdrawn without the consent of such third party.
| e. |
Legal Claims: |
Occasionally,
the Company is involved in various claims such as product liability claims, lawsuits, regulatory examinations, investigations, and other
legal matters arising, for the most part, in the ordinary course of business. While the outcome of any pending or threatened litigation
and other legal matters is inherently uncertain, the Company does not believe the outcome of any of the matters will have a material adverse
effect on the Company’s consolidated results of operation, liquidity or financial condition.
| NOTE 9:- |
SHAREHOLDERS’
EQUITY |
| a. |
Equity raise: |
Follow-on
offerings
On
February 19, 2021, the Company entered into a purchase agreement with certain institutional and other accredited investors for the issuance
and sale of 10,921,502
ordinary shares, par value NIS 0.25
per share at $3.6625
per ordinary share and warrants to purchase up to an aggregate of 5,460,751
ordinary shares with an exercise price of $3.6
per share, exercisable
from February 19, 2021, until August 26, 2026 . Additionally, the Company issued warrants to purchase up to 655,290
ordinary shares, with an exercise price of $4.578125
per share, exercisable
from February 19, 2021, until August 26, 2026 , to the Company February 2021 private placement offering.
On
September 27, 2021, the Company signed a purchase agreement with certain institutional investors for the issuance and sale of 15,403,014
ordinary shares, par value NIS 0.25
per share, pre-funded warrants to purchase up to an aggregate of 610,504
ordinary shares and ordinary warrants to purchase up to an aggregate of 8,006,759
ordinary shares at an exercise price of $2.00
per share. The
Pre-Funded Warrants have an exercise price of $0.001 per Ordinary Share and are immediately exercisable and can be exercised at any time
after their original issuance until such pre-funded warrants are exercised in full. Each ordinary shares was sold at an offering price
of $2.035 and each pre-funded warrant was sold at an offering price of $2.034 (equal to the purchase price per ordinary share minus the
exercise price of the pre-funded warrant). The ordinary warrants are exercisable at any time and from time to time, in
whole or in part, following the date of issuance and ending five and one-half years from the date of issuance. All of the pre-funded warrants
were exercised in full on September 27, 2021, and the offering closed on September 29, 2021. Additionally, the Company issued warrants
to purchase up to 960,811
ordinary shares, with an exercise price of $2.5438
per share, exercisable from September 27, 2021, until September 27, 2026, to the Company September 2021 registered direct offering.
As
of December 31, 2023, a total of 9,814,754
outstanding warrants with exercise prices ranging from $1.25
to $1.79
were exercised, for total gross proceeds of approximately $13.8
million. During the twelve months that ended December 31, 2023 no warrants were exercised.
| b. |
Share option plans: |
On March
30, 2012, the Company’s board of directors adopted the ReWalk Robotics Ltd. 2012 Equity Incentive Plan.
On
August 19, 2014, the Company’s board of directors adopted the ReWalk Robotics Ltd. 2014 Incentive Compensation Plan or the “Plan”.
The Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, RSUs, cash-based awards, other stock-based
awards and dividend equivalents to the Company’s and its affiliates’ respective employees, non-employee directors and consultants.
F - 26
Starting
in 2014, the Company grants to directors and employees also RSU under this Plan. An RSU award is an agreement to issue shares of the company’s
ordinary shares at the time the award is vested.
As
of December 31, 2023 and 2022, the Company had reserved 1,018,945
and 2,934,679
shares of ordinary shares, respectively, available for issuance to employees, directors, officers, and non-employees of the Company.
The
options generally vest over four years, with certain options granted to non-employee directors vesting over one year.
Any
option or RSUs that are forfeited or cancelled before expiration becomes available for future grants under the Plan.
A summary
of employee and non-employee shares options activity during the fiscal year ended 2023 is as follows:
|
|
Number
|
Weighted
average
exercise
price
|
Weighted
average
remaining
contractual
life
(years) |
Aggregate
intrinsic
value
(in
thousands)
|
||||||||||||
|
Options outstanding at
the beginning of the year |
|
$
|
|
|
$
|
-
|
||||||||||
|
Granted
|
|
|
-
|
-
|
||||||||||||
|
Exercised
|
|
|
-
|
-
|
||||||||||||
|
Forfeited
|
(
|
)
|
|
-
|
-
|
|||||||||||
|
|
||||||||||||||||
|
Options outstanding at
the end of the year |
|
$
|
|
|
$
|
-
|
||||||||||
|
|
||||||||||||||||
|
Options exercisable at
the end of the year |
|
$
|
|
|
$
|
-
|
||||||||||
There
were no options granted during the fiscal year ended December 31, 2023, 2022 and 2021. The aggregate intrinsic value in the table above
represents the total intrinsic value that would have been received by the option holders had all option holders, which hold options with
positive intrinsic value, exercised their options on the last date of the exercise period. During the years ended December 31, 2023, 2022
and 2021, no options were exercised.
A summary
of employee and non-employee RSUs activity during the fiscal year ended 2023 is as follows:
|
|
Number
of
shares
underlying
outstanding
RSUs
|
Weighted-
average
grant
date
fair
value |
||||||
|
Unvested RSUs at the
beginning of the year |
|
|
||||||
|
Granted
|
|
|
||||||
|
Vested
|
(
|
)
|
|
|||||
|
Forfeited
|
(
|
)
|
|
|||||
|
|
||||||||
|
Unvested RSUs at the
end of the year |
|
|
||||||
The
weighted average grant date fair values of RSUs granted during the fiscal year ended December 31, 2023, 2022 and 2021, were $0.66 ,
$1.00
and $1.69 ,
respectively.
Total
fair value of shares vested during the year ended December 31, 2023, 2022 and 2021 were $1,268
thousand, $860
thousand, and $802
thousand, respectively. As of December 31, 2023, there were $2.7
million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2014 Plan.
This cost is expected to be recognized over a period of approximately 2.9
years.
F - 27
The
number of options and RSUs outstanding as of December 31, 2023 is set forth below, with options separated by range of exercise price:
|
Range
of exercise price |
|
Options
and
RSUs
Outstanding
as
of
December
31,
2023
|
|
|
Weighted
average
remaining
contractual
life
(years)
(1) |
|
|
Options
Exercisable
as
of
December
31,
2023
|
|
|
Weighted
average
remaining
contractual
life
(years)
(1) |
| ||||
|
RSUs only
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Calculation
of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term.
|
| c. |
Equity compensation issued to consultants: |
The
Company granted 32,895
RSUs during the fiscal year ended December 31, 2023, to non-employee consultants. As of December 31, 2023, there are 21,929 outstanding
RSUs held by non-employee consultants.
| d. |
Share-based compensation expense
for employees and non-employees: |
The
Company recognized share-based compensation expense in the consolidated statements of operations as follows (in thousands):
|
|
Year
Ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Cost of revenue
|
$
|
|
$
|
|
$
|
|
||||||
|
Research and development,
net |
|
|
|
|||||||||
|
Sales and marketing
|
|
|
|
|||||||||
|
General and administrative
|
|
|
|
|||||||||
|
|
||||||||||||
|
Total
|
$
|
|
$
|
|
$
|
|
||||||
| e. |
Treasury shares: |
On
June 2, 2022, the Company’s Board of Directors approved a share repurchase program to repurchase up to $8.0
million of its Ordinary Shares, par value NIS 0.25
per share. On July 21, 2022, the Company received approval from an Israeli court for the share repurchase program. The program was scheduled
to expire on the earlier of January 20, 2023, or reaching $8.0
million of repurchases. On December 22, 2022, the Company’s Board of Directors approved an extension of the repurchase program,
with such extension to be in the aggregate amount of up to $5.8
million. The extension was approved by an Israeli court on February 9, 2023, and it expired on August 9, 2023.
As
of December 31, 2023, pursuant to the Company’s share repurchase program, the Company had repurchased a total of 4,022,607
of its outstanding ordinary shares at a total cost of $3.5
million.
F - 28
| f. |
Warrants to purchase ordinary shares: |
The
following table summarizes information about warrants outstanding and exercisable as of December 31, 2023:
|
Issuance
date |
Warrants
outstanding
|
Exercise
price
per
warrant |
Warrants
outstanding
and
exercisable
|
Contractual
term
| |||||||||
|
|
(number)
|
(number)
|
| ||||||||||
|
December 31, 2015 (1)
|
|
$
|
|
|
See
footnote (1) | ||||||||
|
December 28, 2016 (2)
|
|
$
|
|
|
See
footnote (1) | ||||||||
|
February 25, 2019 (5)
|
|
$
|
|
|
| ||||||||
|
April 5, 2019 (6)
|
|
$
|
|
|
| ||||||||
|
April 5, 2019 (7)
|
|
$
|
|
|
| ||||||||
|
June 5, 2019, and June
6, 2019 (8) |
|
$
|
|
|
| ||||||||
|
June 5, 2019 (9)
|
|
$
|
|
|
| ||||||||
|
June 12, 2019 (10)
|
|
$
|
|
|
| ||||||||
|
June 10, 2019 (11)
|
|
$
|
|
|
| ||||||||
|
February 10, 2020 (12)
|
|
$
|
|
|
| ||||||||
|
February 10, 2020 (13)
|
|
$
|
|
|
| ||||||||
|
July 6, 2020 (14)
|
|
$
|
|
|
| ||||||||
|
July 6, 2020 (15)
|
|
$
|
|
|
| ||||||||
|
December 8, 2020 (16)
|
|
$
|
|
|
| ||||||||
|
December 8, 2020 (17)
|
|
$
|
|
|
| ||||||||
|
February 26, 2021 (18)
|
|
$
|
|
|
| ||||||||
|
February 26, 2021 (19)
|
|
$
|
|
|
| ||||||||
|
September 29, 2021 (20)
|
|
$
|
|
|
| ||||||||
|
September 29, 2021 (21)
|
|
$
|
|
|
| ||||||||
|
|
|
|
| ||||||||||
| (1) |
Represents warrants for ordinary shares issuable
upon an exercise price of $ |
| (2) |
Represents common warrants that were issued as
part of the $
|
| (3) |
Represents common warrants that were issued as
part of the Company’s follow-on public offering in November 2018. |
| (4) |
Represents common warrants that were issued to
the underwriters as compensation for their role in the Company’s follow-on public offering in November 2018.
|
| (5) |
Represents warrants that were issued to the exclusive
placement agent as compensation for its role in the Company’s follow-on public offering in February 2019. |
| (6) |
Represents warrants that were issued to certain
institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019.
|
| (7) |
Represents warrants that were issued to the placement
agent as compensation for its role in the Company’s April 2019 registered direct offering.
|
F - 29
| (8) |
Represents warrants that were issued to certain
institutional investors in a warrant exercise agreement on June 5, 2019, and June 6, 2019, respectively. |
| (9) |
Represents warrants that were issued to the placement
agent as compensation for its role in the Company’s June 2019 warrant exercise agreement and concurrent private placement of warrants.
|
| (10) |
Represents warrants that were issued to certain
institutional investors in a warrant exercise agreement in June 2019. |
| (11) |
Represents warrants that were issued to the placement
agent as compensation for its role in the Company’s June 2019 registered direct offering and concurrent private placement of warrants.
|
| (12) |
Represents warrants that were issued to certain
institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020. As of
December 31, 2023, |
| (13) |
Represents warrants that were issued to the placement
agent as compensation for its role in the Company’s February 2020 best efforts offering. As of December 31, 2023, |
| (14) |
Represents warrants that were issued to certain
institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in July 2020. As
of December 31, 2023, |
| (15) |
Represents warrants that were issued to the placement
agent as compensation for its role in the Company’s July 2020 registered direct offering. |
| (16) |
Represents warrants that were issued to certain
institutional purchasers in a private placement in the Company’s private placement offering of ordinary shares in December 2020.
As of December 31, 2023, |
| (17) |
Represents warrants that were issued to the placement
agent as compensation for its role in the Company’s December 2020 private placement. As of December 31, 2023, |
| (18) |
Represents warrants that were issued to certain
institutional purchasers in a private placement in the Company’s private placement offering of ordinary shares in February 2021.
|
| (19) |
Represents warrants that were issued to the placement
agent as compensation for its role in the Company’s February 2021 private placement. |
| (20) |
Represents warrants that were issued to certain
institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in September 2021.
|
| (21) |
Represents warrants that were issued to the placement
agent as compensation for its role in the Company’s September 2021 registered direct offering. |
| NOTE 10:- |
RESEARCH COLLABORATION
AGREEMENT AND LICENSE AGREEMENT |
On
May 16, 2016, the Company entered into a Collaboration Agreement (as amended, the “Collaboration Agreement”) and an Exclusive
License Agreement (as amended, the “License Agreement”) with Harvard. The Collaboration Agreement concluded on March 31, 2022.
Under
the License Agreement, Harvard has granted the Company an exclusive, worldwide royalty-bearing license under certain patents of Harvard
relating to lightweight “soft suit” exoskeleton system technologies for lower limb disabilities, a royalty-free license under
certain related know-how and the option to obtain a license under certain inventions conceived under the joint research collaboration.
F - 30
The
License Agreement required the Company to pay Harvard an upfront fee, reimbursements for expenses that Harvard incurred in connection
with the licensed patents, royalties on net sales and several milestone payments contingent upon the achievement of certain product development
and commercialization milestones. The Harvard License Agreement will continue in full force and effect until the expiration of the last-to-expire
valid claim of the licensed patents.
As
of December 31, 2023, the Company achieved three of the milestones which represent all development milestones under the License Agreement.
The Company continues to evaluate the likelihood that the other milestones will be achieved on a quarterly basis.
The
Company has recorded expenses in the amount of $29
thousand, $74
thousand, and $293
thousand as research and development expenses related to the License Agreement and to the Collaboration Agreement for the years ended
December 31, 2023, 2022 and 2021, respectively. No withholding tax was deducted from the Company’s payments to Harvard in respect
of the Collaboration Agreement and the License Agreement since this is not taxable income in Israel in accordance with Section 170 of
the Israel Income Tax Ordinance 1961-5721.
| NOTE 11:- |
INCOME TAXES
|
The
Company’s subsidiaries are separately taxed under the domestic tax laws of the jurisdiction of incorporation of each entity.
a. Corporate
tax rates in Israel:
Presented
hereunder are the tax rates relevant to the Company in the years 2021-2023:
The
Israeli statutory corporate tax rate and real capital gains were 23
b. Income
(loss) before taxes on income is comprised as follows (in thousands):
|
|
Year
Ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Domestic
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
|
Foreign
|
(
|
)
|
|
|
||||||||
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
c. Taxes
on income (benefit) are comprised as follows (in thousands):
|
|
Year
Ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Current
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
|
Deferred
|
|
|
(
|
)
| ||||||||
|
|
||||||||||||
|
$
|
(
|
)
|
$
|
|
$
|
|
||||||
|
|
Year
Ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Domestic
|
$
|
|
$
|
|
$
|
|
||||||
|
Foreign
|
(
|
)
|
|
|
||||||||
|
|
||||||||||||
|
|
$
|
(
|
)
|
$
|
|
$
|
|
|||||
F - 31
d. Deferred
income taxes (in thousands):
Deferred
income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. The Company’s deferred tax assets as of December 31, 2023 and 2022
are derived from temporary differences.
In
assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of
the deferred tax assets will not be realized. Based on the Company’s history of losses, the Company established a full valuation
allowance for RRL.
Undistributed
earnings of certain subsidiaries as of December 31, 2023 were immaterial. The Company intends to reinvest these earnings indefinitely
in the foreign subsidiaries. As a result, the Company has not provided for any deferred income taxes.
|
|
December
31, |
|||||||
|
|
2023
|
2022
|
||||||
|
Deferred
tax assets: |
||||||||
|
Carry
forward tax losses |
$
|
|
$
|
|
||||
|
Research
and development carry forward expenses-temporary differences |
|
|
||||||
|
Accrual
and reserves |
|
|
||||||
|
Share
based compensation |
|
|
||||||
|
Credit
tax carry forwards |
|
|
||||||
|
Lease
liabilities |
|
|
||||||
|
Total
deferred tax assets |
|
|
||||||
|
Deferred
tax liabilities: |
||||||||
|
Right-of-use
asset |
(
|
)
|
(
|
)
| ||||
|
Intangible
Assets |
(
|
)
|
|
|||||
|
Property
and equipment |
(
|
)
|
|
|||||
|
Net
deferred tax assets |
|
|
||||||
|
Valuation
allowance |
(
|
)
|
(
|
)
| ||||
|
|
||||||||
|
Net
deferred tax assets |
$
|
|
$
|
|
||||
The
net changes in the total valuation allowance for each of the years ended December 31, 2023, 2022 and 2021, are comprised as follows (in
thousands):
|
|
Year
Ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Balance at beginning
of year |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
|
Changes due to exchange
rate differences |
|
|
(
|
)
| ||||||||
|
Adjustment previous year
loss |
(
|
) |
(
|
)
|
|
|||||||
|
Acquisition
|
(
|
)
|
|
|
||||||||
|
Additions during the
year |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
|
|
||||||||||||
|
Balance at end of year
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
F - 32
e. Reconciliation
of the theoretical tax expenses:
A
reconciliation between the theoretical tax expense, assuming all income is taxed at the statutory tax rate applicable to income of the
Company, and the actual tax expense (benefit) as reported in the consolidated statements of operations is as follows (in thousands):
|
|
Year
Ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Loss
before taxes, as reported in the consolidated statements of operations |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
|
|
||||||||||||
|
Statutory
tax rate |
|
%
|
|
%
|
|
%
| ||||||
|
|
||||||||||||
|
Theoretical
tax benefits on the above amount at the Israeli statutory tax rate |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
|
Income
tax at rate other than the Israeli statutory tax rate |
|
(
|
)
|
|
||||||||
|
Non-deductible
expenses including equity-based compensation expenses and other |
|
|
|
|||||||||
|
Operating
losses and other temporary differences for which valuation allowance was provided |
|
|
|
|||||||||
|
Permanent
differences |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
|
Adjustment
in respect of prior years |
(
|
)
|
|
|
||||||||
|
Other
|
|
|
|
|||||||||
|
|
||||||||||||
|
Actual
tax expense (benefit) |
$
|
(
|
)
|
$
|
|
$
|
|
|||||
f. Foreign
tax rates:
Taxable
income of RRI and AlterG was subject to tax at the rate of 21
Taxable
income of RRG was subject to tax at the rate of 30
g. Tax
benefits under the Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”):
Conditions
for entitlement to the benefits:
Under
the Investment Law, in 2012 the Company elected “Beneficiary Enterprise” status which provides certain benefits, including
tax exemptions and reduced tax rates. Income not eligible for Beneficiary Enterprise benefits is taxed at a regular rate.
Income
derived from Beneficiary Enterprise from productive activity will be exempt from tax for ten
years from the year in which the Company first has taxable income, providing that 12
years have not passed from the beginning of the year of election. In the event of a dividend distribution from income that is exempt from
company tax, as aforementioned, the Company will be required to pay tax of 10 %-25 %
on that income.
In
the event of distribution of dividends from the said tax-exempt income, the amount distributed will be subject to corporate tax at the
rate ordinarily applicable to the Beneficiary Enterprise’s income. Tax-exempt income generated under the Company’s “Beneficiary
Enterprise” program will be subject to taxes upon dividend distribution or complete liquidation.
The
entitlement to the above benefits is conditional upon the Company’s fulfilling the conditions stipulated by the Law and regulations
published thereunder.
h. Tax
assessments:
RRL,
RRI and RRG has had final tax assessments up to and including the 2017 tax year.
F - 33
AlterG
files income tax returns in the United States and in various U.S. states. AlterG returns for the years ended December 31, 2020 and
later are generally subject to federal tax examination, while the AlterG returns for the years ended December 31, 2019 and later are generally
subject to state tax examination. However, the AlterG net operating losses and tax credits generally remain subject to tax examination
and adjustment until they are utilized on a future tax return and the statute of limitations closes for that year. Thus, the AlterG
tax attributes generally remain open to federal and state tax examination and adjustment.
i. Net
operating carry-forward losses for tax purposes:
As
of December 31, 2023, RRL has carry-forward losses amounting to approximately $242.6
million, which can be carried forward for an indefinite period.
As
of December 31, 2023, AlterG had approximately $31.4
million of federal net operating loss (“NOL”) carry forwards, and $47.2
million of state NOL carry forwards, which will begin to expire in 2025
and 2028 , respectively. The federal net operating losses from years beginning after January 1, 2018, of approximately
$14.7
million may be carried forward indefinitely and losses prior to January 1, 2018 of approximately $16.7
million expire beginning in 2028 under prior law.
Internal
Revenue Code Section 382 places a limitation ("Section 382 Limitation") on the amount of taxable income which can be offset by NOL carry
forwards after a change in control (generally greater than 50% change in the value of the stock owned by 5% shareholders during the testing
period) of a loss corporation. California has similar rules. On August 11, 2023, AlterG was involved in an equity transaction that constitutes
a Section 382 change in ownership. The change in ownership limits the ability to utilize net operating loss carry forwards in future years.
The 382-limitation impact on NOLs has been included in the current period provision. The Company may have had earlier Section 382 changes
in ownership. This will be assessed upon realization of tax attributes.
F - 34
| NOTE 12:- |
FINANCIAL (EXPENSES) INCOME, NET |
The
components of financial (expenses) income, net were as follows (in thousands):
|
|
Year Ended December 31,
|
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Foreign currency transactions
and other |
$
|
|
$
|
|
$
|
|
||||||
|
Interest Income
|
|
|
|
|||||||||
|
Bank commissions
|
(
|
)
|
(
|
)
|
(
|
)
| ||||||
|
|
||||||||||||
|
|
$
|
|
$
|
|
)
|
$
|
|
|||||
*)
Represent an amount lower than $1.
| NOTE 13:- |
GEOGRAPHIC INFORMATION
AND MAJOR CUSTOMER AND PRODUCT DATA |
The
Company manages its business on a basis of one
reportable segment.
Total
revenues from external customers on the basis of the Company's geographical areas are as follows (in thousands):
|
|
Year
Ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Revenue based on customer’s
location: |
||||||||||||
|
United
States |
|
|
|
|||||||||
|
Europe
|
|
|
|
|||||||||
|
Asia-Pacific
|
|
|
|
|||||||||
|
Rest
of the world |
|
|
|
|||||||||
|
|
||||||||||||
|
Total revenues
|
$
|
|
$
|
|
$
|
|
||||||
|
|
December
31, |
|||||||
|
|
2023
|
2022
|
||||||
|
Long-lived assets by
geographic region: |
||||||||
|
Israel
|
$
|
|
$
|
|
||||
|
United
States |
|
|
||||||
|
Germany
|
|
|
||||||
|
|
||||||||
|
|
$
|
|
$
|
|
||||
| (*) |
Long-lived assets are comprised of property and
equipment, net, and operating lease right-of-use assets. |
Major
customers data as a percentage of total revenue:
|
|
Year
Ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Customer A
|
|
%
|
|
%
|
|
)
| ||||||
|
Customer B
|
|
)
|
|
)
|
|
%
| ||||||
| *) |
Less than 10% |
F - 35
NOTE
14:- BASIC AND DILUTED NET LOSS PER SHARE
The
following table sets forth the computation of the Company’s basic and diluted net loss per ordinary share (in thousands, except
share and per share data):
|
|
Year
ended December 31, |
|||||||||||
|
|
2023
|
2022
|
2021
|
|||||||||
|
Net
loss |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
|
|
||||||||||||
|
Net
loss attributable to ordinary shares |
(
|
)
|
(
|
)
|
(
|
)
| ||||||
|
Shares
used in computing net loss per ordinary shares, basic and diluted |
|
|
|
|||||||||
|
|
||||||||||||
|
Net
loss per ordinary share, basic and diluted |
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
| |||
Basic
and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of ordinary shares and
warrants outstanding would have been anti-dilutive.
For
the twelve months ended December 31, 2023, the total number of ordinary shares related to the outstanding warrants and share option plans
aggregated to 19,220,546 ,
was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect.
For
the twelve months ended December 31, 2022, the total number of ordinary shares related to the outstanding warrants and share option plans
aggregated to 19,464,888 ,
was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect.
NOTE
15:- RESTRUCTURING
ACTIVITIES
On
December 12, 2023, the Board of Directors of the Company approved a re-organization plan (the “2023 Reorganization Plan”)
that included, among other things, downsizing approximately 15 %
of the Company’s workforce and adapting the Company's organizational structure, roles, and responsibilities accordingly.
During
the year ended December 31, 2023, in connection with the 2023 Reorganization Plan, the Company recorded expenses of $670
thousand, for one time employee termination benefits and legal expenses. $175
thousand attributable to research and development, net, $70
thousand to sales and marketing and $425
thousand to General and administrative expenses. However, none of these amounts were paid
in 2023. The Company does not expect to incur additional costs related to the 2023 Reorganization Plan.
F
- 36
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The following is a statement
of expenses in connection with the distribution of the securities registered. All amounts shown are estimates except the SEC registration
fee.
|
SEC
registration fee |
|
$ |
396.13 |
|
|
Legal
fees and expenses(1) |
|
70,000 |
| |
|
Accountants’
fees and expenses |
|
10,000 |
| |
|
Miscellaneous |
|
3,000 |
| |
|
TOTAL |
|
$ |
83,396.13 |
|
| (1) |
Represents estimated fees of the registrant’s
Israeli and U.S. securities counsel. |
Item
14. Indemnification of Directors and Officers.
Under
the Israeli Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli
company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the company
as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles of association.
Our Articles of Association include such a provision. An Israeli company also may not exculpate in advance a director from liability arising
out of a prohibited dividend or distribution to shareholders.
Under
the Israeli Companies Law, a company may indemnify an office holder in respect of the following liabilities and expenses incurred for
acts performed by him or her as an office holder, either pursuant to an undertaking made in advance of an event or following an event,
provided its articles of association include a provision authorizing such indemnification:
| • |
financial liability imposed on him or her in favor
of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking
to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events
which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify
is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such
undertaking shall detail the abovementioned foreseen events and amount or criteria; |
| • |
reasonable litigation expenses, including attorneys’
fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or her by an authority authorized
to conduct such investigation or proceeding, provided that (i) no indictment was filed against such office holder as a result of such
investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a substitute for the criminal proceeding
as a result of such investigation or proceeding or, if such financial liability was imposed, it was imposed with respect to an offense
that does not require proof of criminal intent; and (2) in connection with a monetary sanction; and |
| • |
reasonable litigation expenses, including attorneys’
fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf,
or by a third party, or in connection with criminal proceedings in which the office holder was acquitted, or as a result of a conviction
for an offense that does not require proof of criminal intent. |
Under
the Israeli Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him
or her as an office holder if and to the extent provided in the company’s articles of association:
| • |
a breach of the duty of loyalty to the company,
provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm the company; |
| • |
a breach of duty of care to the company or to
a third party, to the extent such a breach arises out of the negligent conduct of the office holder; and |
| • |
a financial liability imposed on the office holder
in favor of a third party. |
Under
the Israeli Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
| • |
a breach of the duty of loyalty, except for indemnification
and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable
basis to believe that the act would not prejudice the company; |
| • |
a breach of duty of care committed intentionally
or recklessly, excluding a breach arising out of the negligent conduct of the office holder; |
| • |
an act or omission committed with intent to derive
illegal personal benefit; or |
| • |
a civil or criminal fine or forfeit levied against
the office holder. |
Under
the Israeli Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation
committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.
We
have entered into indemnification agreements with our office holders to exculpate, indemnify and insure our office holders to the fullest
extent permitted by our Articles of Association, the Israeli Companies Law and the Israeli Securities Law, 5728-1968.
We
have obtained directors’ and officers’ liability insurance for the benefit of our office holders and intend to continue to
maintain such coverage and pay all premiums thereunder to the fullest extent permitted by the Israeli Companies Law.
II
- 1
Item
15. Recent Sales of Unregistered Securities.
On
January 7, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional
investors (who are the selling shareholders named herein) in connection with a registered direct offering, priced at-the-market under
Nasdaq Stock Market rules, to purchase 1,818,183 ordinary shares and, in a concurrent private placement (collectively, with the registered
direct offering, the “Offering”), warrants (the “January 2025 Warrants”) to purchase up to 1,818,183 ordinary
shares (the ordinary shares issuable upon exercise of the January 2025 Warrants, the “January 2025 Warrant Shares”). The January
2025 Warrants are immediately exercisable upon issuance, will expire three years following the issuance date and have an exercise price
of $2.75 per share. The January 2025 Warrants and the ordinary shares issuable upon the exercise of such warrants were offered pursuant
to the exemption provided in Section 4(a)(2) under the Securities Act.
Pursuant
to an engagement letter with HCW (the “HCW Engagement Agreement”), HCW acted as the Placement Agent for the Offering. Pursuant
to the HCW Engagement Agreement, the Company has (i) paid the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds
of the Offering, (ii) paid the Placement Agent a management fee of 1.0% of the aggregate gross proceeds of the Offering, and (iii) reimbursed
the Placement Agent for certain expenses and legal fees. In addition, upon the exercise of any January 2025 Warrants for cash, the Company
has agreed to (i) pay the Placement Agent a cash fee equal to 7.0% of the aggregate exercise price paid in cash, (ii) pay the Placement
Agent a management fee of 1.0% of the aggregate exercise price paid in cash and (iii) issue to the Placement Agent or its designees warrants
to purchase ordinary shares.
The
Company has also issued to the Placement Agent or its designees warrants (the “January 2025 PA Warrants”) to purchase up to
109,091 ordinary shares at an exercise price of $3.4375 per ordinary share, exercisable beginning upon issuance until three years following
the issuance date. The January 2025 PA Warrants and the ordinary shares issuable upon the exercise of the January 2025 PA Warrants were
offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.
The
gross proceeds to the Company from the Offering were approximately $5.0 million, before deducting the Placement Agent’s fees and
other offering expenses payable by the Company. The Company currently intends to use the net proceeds from the offering for continuing
commercial efforts, working capital, and general corporate purposes.
II
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Item
16. Exhibits and Financial Statement Schedules.
| (a) |
Exhibits |
|
Exhibit
No. |
Description |
| ** |
Filed herewith. |
II
- 3
Item
17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
| (1) |
To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement: |
| (i) |
To include any prospectus
required by Section 10(a)(3) of the Securities Act; |
| (ii) |
To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent
no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table
in the effective registration statement; and |
| (iii) |
To include any material information with respect
to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in this
Registration Statement; |
provided,
however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration
Statement.
| (2) |
That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) |
To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) |
That, for the purpose of determining liability
under the Securities Act to any purchaser: |
| (i) |
Each prospectus filed by the registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and
included in the registration statement; and |
| (ii) |
Each prospectus required to be filed pursuant
to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant
to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall
be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used
after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a
new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
II
- 4
| (5) |
That, for the purpose of determining liability
of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant
undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means
of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or
sell such securities to such purchaser: |
| (i) |
Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) |
Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) |
The portion of any other free writing prospectus
relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of
the undersigned registrant; and |
| (iv) |
Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser. |
| (b) |
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers and controlling persons of the registrant, pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
| (c) |
The undersigned hereby
undertakes that:
(1) For purposes
of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2) For the
purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof. |
II
- 5
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized on this 11th day of February, 2025.
|
|
LIFEWARD
LTD.
By:
/s/ Michael Lawless
Name:
Michael Lawless
Title:
Chief Financial Officer |
POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Larry Jasinski and Mike Lawless,
and each of them, his or her true and lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution
and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement and all additional registration statements pursuant to Rule 462(b)
of the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and all other documents in connection therewith,
with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person,
hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be signed in counterparts.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in
the capacities and on the dates indicated:
|
Signature |
Title
of Capacities |
Date |
|
/s/
Larry Jasinski |
Director
and Chief Executive Officer (Principal Executive Officer) |
February 11, 2025 |
|
Larry Jasinski | ||
|
/s/
Mike Lawless |
Chief
Financial Officer (Principal Financial Officer) |
February 11, 2025 |
|
Mike Lawless | ||
|
/s/
Almog Adar |
Vice
President of Finance
(Principal
Accounting Officer) |
February 11, 2025 |
|
Almog Adar | ||
|
/s/
Joseph Turk |
Chairman
of the Board |
February 11, 2025 |
|
Joseph Turk | ||
|
/s/
Dr. John William Poduska |
Director |
February 11, 2025 |
|
Dr. John William Poduska | ||
|
/s/
Hadar Levy |
Director |
February 11, 2025 |
|
Hadar Levy | ||
|
/s/
Michael Swinford |
Director |
February 11, 2025 |
|
Michael Swinford | ||
|
/s/
Robert J. Marshall |
Director |
February 11, 2025 |
|
Robert J. Marshall | ||
|
/s/
Randel Richner |
Director |
February 11, 2025 |
|
Randel Richner |
II
- 6
Exhibit 5.1
|
|
February 11, 2025
|
Lifeward Ltd.
200 Donald Lynch Blvd.
Marlborough, MA 01752
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (the “Registration Statement”) pursuant to the Securities Act of 1933, as amended (the “Act”), to be filed by Lifeward Ltd., an Israeli company
(the “Company”), on or about the date hereof with the United States Securities and Exchange Commission, as thereafter amended or supplemented, relating to the resale by the selling shareholders named in the Registration Statement (the “Selling
Shareholders”), from time to time, of up to 1,927,274 ordinary shares, par value NIS 1.75 per share, of the Company (the “Shares”), issuable upon the exercise of certain warrants to purchase Ordinary Shares, which were issued to the Selling
Shareholders (the “Warrants”).
In connection herewith, we have examined and relied without investigation as to matters of fact upon the Registration Statement and the exhibits thereto and such certificates
and statements of public officials and officers and representatives of the Company and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, corporate records, certificates and instruments as we have
deemed necessary or appropriate to enable us to render the opinions expressed herein. We have assumed the genuineness of all signatures on all documents examined by us, the legal competence and capacity of natural persons, the authenticity of
documents submitted to us as originals, and the conformity with authentic original documents of all documents submitted to us as copies.
Based upon the foregoing, in reliance thereon and subject to the assumptions, comments, qualifications, limitations and exceptions stated herein, we are of the opinion that
the Shares are duly authorized and, when issued upon exercise of the Warrants in accordance with the terms thereof, will be validly issued, fully paid and non-assessable.
We are members of the Israel Bar and we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of Israel.
The opinion set forth in this letter is effective as of the date hereof. We do not undertake to advise you of any changes in our opinion expressed herein resulting from
matters that may arise after the date of this letter or that hereafter may be brought to our attention. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, and the references to this firm in the sections
entitled “Legal Matters” and “Enforceability of Civil Liabilities” in the prospectus forming part of the Registration Statement. This consent is not to be construed as an admission that we are a party whose consent is required to be filed under
the provisions of the Act as part of the Registration Statement. We express no opinion other than as herein expressly set forth, and no opinion may be inferred or implied beyond that expressly stated herein.
|
|
Very truly yours,
/s/ Goldfarb Gross Seligman & Co.
Goldfarb Gross Seligman & Co.
|
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-1) and related Prospectus of Lifeward Ltd. for the registration of 1,927,274 Ordinary shares and to the
incorporation by reference therein of our report dated February 27, 2024, with respect to the consolidated financial statements of Lifeward Ltd. included in its Annual Report (Form 10-K) for the year ended December 31, 2023, filed with the
Securities and Exchange Commission.
|
/s/ Kost Forer Gabbay & Kasierer
|
|
|
Tel-Aviv, Israel
|
KOST FORER GABBAY & KASIERER
|
|
February 11, 2025
|
A Member of Ernst & Young Global
|