
Prospectus Supplement
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S - ii
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S - 8 |
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S - 11 |
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S - 12 |
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Prospectus | Page |
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to the extent that any statement we make in this prospectus supplement is inconsistent with statements made in the accompanying prospectus or any documents incorporated by reference therein that were
filed before the date of this prospectus supplement, the statements made in this prospectus supplement will be deemed to modify or supersede those made in the accompanying prospectus and such documents incorporated by reference therein;
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any statement contained in a document incorporated by reference in this prospectus supplement or the accompanying prospectus that is inconsistent with information in a document incorporated by reference
herein or therein that we filed on an earlier date will be deemed to modify and supersede the statement in the document filed on the earlier date; and
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any information that we file with the SEC incorporated by reference into this prospectus supplement after the date hereof will automatically update and supersede the information herein.
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our expectations regarding future growth, including our ability to increase sales in our existing geographic markets and expand to new markets;
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our ability to continue as a going concern for the next twelve months:
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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, including our ability to successfully submit and gain approval of cases for Medicare
coverage through Medicare Administrative Contractors (“MACs”);
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our ability to successfully integrate the operations of AlterG, Inc. (“AlterG”) into our organization, and realize the anticipated benefits therefrom;
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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 achieve expected operating efficiencies and sustain or improve operating expense reductions, and our ability to handle any business disruptions that may occur in connection with streamlining
operations;
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our ability to navigate any difficulties associated with moving production of our AlterG Anti-Gravity Systems to a contract manufacturer;
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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;
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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;
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our ability to gain and maintain regulatory approvals and to comply with any post-marketing requests;
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the risk of a cybersecurity attack or incident relating to our information technology systems significantly disrupting our business operations;
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our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others;
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the impact of substantial sales of our shares by certain shareholders on the market price of our Ordinary Shares;
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our ability to use effectively the proceeds of our offerings of securities, if any;
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the impact of the market price of our ordinary shares on the determination of whether we are a passive foreign investment company;
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market and other conditions, including the extent to which inflationary pressures, interest rate and currency rate fluctuations or global instability may disrupt our business operations or our financial
condition or the financial condition of our customers and suppliers, including the ongoing Russia-Ukraine conflict, ongoing conflict in the Middle East (including any escalation or expansion) and the increasing tensions between China and
Taiwan;
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our anticipated use of proceeds from this offering; and
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other risks discussed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”) and other documents subsequently filed with the SEC by us, which are incorporated
by reference into this prospectus supplement and the accompanying prospectus.
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Ordinary shares offered by us
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Shares of our ordinary shares having an aggregate offering price of up to $5,488,800.
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Ordinary shares to be outstanding after this offering
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Up to 13,821,443 ordinary shares, assuming sales of 3,191,162 ordinary shares in this offering at an offering price of $1.72 per ordinary share, which was the last reported sale price of our ordinary
shares on Nasdaq on March 5, 2025. The actual number of ordinary shares issued will vary depending on the sales price under this offering.
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Plan of Distribution
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Sales of our ordinary shares, if any, under this prospectus supplement may be made by any method permitted by law to be deemed an “at the market offering” as defined in Rule 415 of the Securities Act,
including without limitation, sales made directly on Nasdaq or on any other existing trading market for the ordinary shares in the United States. The sales agent is not required to sell any certain dollar amount or shares of our
ordinary shares, but will act as a sales agent and use commercially reasonable efforts to sell on our behalf all of the ordinary shares requested to be sold by us, consistent with its normal trading and sales practices, subject to the
terms of the Sales Agreement. See the section entitled “Plan of Distribution” on page S-12 of this prospectus supplement.
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Use of Proceeds
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We intend to use the net proceeds from this offering for continuing commercial efforts, working capital and general corporate purposes. See “Use of Proceeds” on page S-8 of this prospectus
supplement.
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Dividend Policy
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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. See “Dividend Policy” on page S-11 of this
prospectus supplement.
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Risk Factors
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You should carefully read the “Risk Factors” section of this prospectus supplement beginning on page S-5 and the other information included in, or incorporated by reference into, this prospectus
supplement and the accompanying prospectus for a discussion of factors to consider before deciding to purchase our ordinary shares.
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The Nasdaq Capital Market symbol
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Our ordinary shares are listed on Nasdaq under the symbol “LFWD.”
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324,624 ordinary shares reserved for issuance under our equity incentive plans, of which there were outstanding options to purchase 4,551 ordinary shares at a weighted average exercise price of $186.43 per share and 320,073 ordinary
shares underlying unvested RSUs;
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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;
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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 January 6, 2026, subject to the terms thereof;
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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;
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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;
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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;
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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;
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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;
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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;
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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;
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1,818,183 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $2.75 per share, which were issued to certain institutional investors in the private placement on January 8, 2025
and may be exercised until January 10, 2028, subject to the terms thereof; and
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109,091 ordinary shares issuable upon the exercise of warrants to purchase ordinary shares at an exercise price of $3.4375 per share, which were issued to the representative of the placement agent in the private placement on January
8, 2025 and may be exercised until January 10, 2028, subject to the terms thereof.
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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;
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announcements by us or our competitors of new products or services, commercial relationships, acquisitions, or expansion plans;
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announcements by us or our competitors of other material developments;
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our involvement in litigation;
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changes in government regulation applicable to us and our products;
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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;
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developments with respect to intellectual property rights;
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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
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announcements regarding business acquisitions.
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Assumed offering price per ordinary share
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$
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1.72
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Net tangible book value per ordinary share as of December 31, 2024
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$
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1.28
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Increase in net tangible book value per ordinary share attributable to the January 2025 Offering
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$
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0.19
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Pro forma net tangible book value per ordinary share as of December 31, 2024
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$
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1.47
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Increase in pro forma net tangible book value per ordinary share attributable to this offering
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$
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0.03
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As adjusted pro forma net tangible book value per ordinary share as of December 31, 2024 after giving effect to this offering
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$
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1.50
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Dilution per ordinary share to investors purchasing ordinary shares in this offering
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$
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0.22
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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;
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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;
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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;
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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;
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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 January 6, 2026, subject to the terms thereof;
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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;
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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;
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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;
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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;
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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;
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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; and
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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.
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banks, financial institutions or insurance companies;
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real estate investment trusts, regulated investment companies or grantor trusts;
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brokers, dealers or traders in securities, commodities or currencies;
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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;
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certain former citizens or long-term residents of the United States;
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persons that received our securities as compensation for the performance of services;
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persons that will hold our securities as part of a “hedging,” “integrated” or “conversion” transaction or as a position in a “straddle” for U.S. federal income tax purposes;
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partnerships (including entities classified as partnerships for U.S. federal income tax purposes) or other pass-through entities, or holders that will hold our securities through such an
entity;
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S corporations;
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holders that acquire ordinary shares as a result of holding or owning our preferred shares;
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holders whose “functional currency” is not the U.S. Dollar;
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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
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holders that own directly, indirectly or through attribution 10% or more of the voting power or value of our shares.
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An individual holder that is a citizen or resident of the United States;
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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;
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an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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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.
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at least 75% of its gross income is “passive income”; or
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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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Our Annual Reports on Form 10-K for the year ended December 31, 2024 filed with the SEC on March 7, 2025;
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Current Reports on Form 8-K filed with the SEC on January 8, 2025, January 8, 2025, January 13, 2025
and February 20, 2025 (in each case other than any portions thereof deemed furnished and not filed); and
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the description of our ordinary shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-36612) filed with the
SEC on September 2, 2014, as updated by Exhibit 4.2 to the Annual Report on Form 10-K filed with the SEC on February 24, 2022 (Description of
the Company’s securities registered pursuant to Section 12 of the Exchange Act) and any other amendment or report filed for the purpose of updating that description. .
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and/or Debt Securities Offered by the Company

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our annual report on Form 10-K for the fiscal year ended December 31,
2021 filed with the SEC on February 24, 2022;
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our current reports on Form 8-K filed with the SEC on March 16, 2022; and
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the description of our ordinary shares contained in our registration statement on Form
8-A (File No. 001-33612) filed with the SEC on September 2, 2014, including any subsequent amendment or any report filed for the purpose of updating such description.
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amendments to our Articles of Association;
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appointment or termination of our auditors;
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appointment of external directors;
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approval of certain related party transactions;
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increases or reductions of our authorized share capital;
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a merger; and
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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.
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the title of such warrants;
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the aggregate number of such warrants;
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the price or prices at which such warrants will be issued and exercised;
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the currency or currencies in which the price of such warrants will be payable;
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the securities purchasable upon exercise of such warrants;
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the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
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if applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
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if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
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if applicable, the date on and after which such warrants and the related securities will be separately transferable;
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information with respect to book-entry procedures, if any;
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any material Israeli and United States federal income tax consequences;
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the antidilution provisions of the warrants, if any;
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in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at which, and currency in which, this
principal amount of debt securities may be purchased upon such exercise;
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in the case of warrants to purchase ordinary shares, the number of ordinary shares purchasable upon the exercise of one warrant and the price at which, and the currency in which, these
shares may be purchased upon such exercise; and
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any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
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the title of the series;
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the aggregate principal amount;
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the issue price or prices, expressed as a percentage of the aggregate principal amount of the debt securities;
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any limit on the aggregate principal amount;
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the date or dates on which principal is payable;
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the interest rate or rates (which may be fixed or variable) or, if applicable, the method used to determine such rate or rates;
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the date or dates from which interest, if any, will be payable and any regular record date for the interest payable;
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the terms and conditions upon which we may, or the holders may require us to, redeem or repurchase the debt securities;
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the denominations in which such debt securities may be issuable, if other than denomination of $1,000, or any integral multiple of that number;
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whether the debt securities are to be issuable in the form of certificated debt securities or global debt securities;
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the portion of principal amount that will be payable upon declaration of acceleration of the maturity date if other than the principal amount of the debt securities;
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the currency of denomination;
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the designation of the currency, currencies or currency units in which payment of principal and, if applicable, premium and interest, will be made;
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if payments of principal and, if applicable, premium or interest, on the debt securities are to be made in one or more currencies or currency units other than the currency of
denominations, the manner in which exchange rate with respect to such payments will be determined;
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if amounts of principal and, if applicable, premium and interest may be determined by reference to an index based on a currency or currencies, or by reference to a commodity, commodity
index, stock exchange index, or financial index, then the manner in which such amounts will be determined;
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the provisions, if any, relating to any collateral provided for such debt securities;
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any events of default;
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the terms and conditions, if any, for conversion into or exchange for ordinary shares;
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any depositaries, interest rate calculation agents, exchange rate calculation agents, or other agents; and
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the terms and conditions, if any, upon which the debt securities shall be subordinated in right of payment to other indebtedness of ReWalk Robotics Ltd.
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through agents;
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to or through one or more underwriters on a firm commitment or agency basis;
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through put or call option transactions relating to the securities;
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through broker-dealers (acting as agent or principal);
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directly to purchasers, through a specific bidding or auction process, on a negotiated basis or otherwise;
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through any other method permitted pursuant to applicable law; or
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through a combination of any such methods of sale.
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A stabilizing bid means the placing of any bid, or the effecting of any purchase, for the purpose of pegging, fixing or maintaining the price of a security.
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A syndicate covering transaction means the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in connection
with the offering.
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A penalty bid means an arrangement that permits the managing underwriter to reclaim a selling concession from a syndicate member in connection with the offering when offered securities
originally sold by the syndicate member are purchased in syndicate covering transactions.
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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;
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the prevailing law of the foreign state in which the judgment is rendered allows for the enforcement of judgments of Israeli courts;
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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;
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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;
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the judgment was not obtained by fraud and does not conflict with any other valid judgment in the same matter between the same parties;
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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
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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.
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