x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Israel
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Not applicable
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. employer identification no.)
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3 Hatnufa Street, Floor 6, Yokneam Ilit, Israel
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2069203
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(Address of principal executive offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Ordinary Shares, par value NIS 0.01 per share
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The Nasdaq Stock Market LLC
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a smaller reporting company)
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Smaller reporting company
o
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Page No
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PART I
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PART II
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PART III
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PART IV
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ITEM 16.
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•
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our expectations regarding future growth, including our ability to increase sales in our existing geographic markets, expand to new markets and achieve our planned expense reductions;
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our management’s conclusion, and our independent registered public accounting firm’s statement in its opinion relating to our accompanying consolidated financial statements, that there is a substantial doubt as to our ability to continue as a going concern;
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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 for our products;
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our ability to repay our secured indebtedness;
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our expectations as to our clinical research program and clinical results;
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our expectations as to the results of and Food and Drug Administration’s, or the FDA’s, potential regulatory developments with respect to our mandatory post-market surveillance study;
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the outcome of ongoing shareholder class action litigation relating to our initial public offering;
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our ability to improve our products and develop new products;
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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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our ability to gain and maintain regulatory approvals;
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our ability to use effectively the proceeds of our follow-on public offering of ordinary shares and warrants;
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our ability to secure capital from our at-the-market equity distribution program based on the price range of our ordinary shares and conditions in the financial markets;
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our ability to maintain relationships with existing customers and develop relationships with new customers; and,
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the risk that we are currently not in compliance with The Nasdaq Stock Market LLC's, or Nasdaq, continued listing requirements, which may cause us to be delisted.
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In the second quarter of 2016, we announced our collaboration with Harvard University’s Wyss Institute for Biologically Inspired Engineering, or "Harvard". Our collaboration with Harvard centers on the research, design, development and commercialization of lightweight exoskeleton system technologies for lower limb disabilities, which are intended to treat stroke, multiple sclerosis, mobility limitations for the elderly and other medical applications. For more information see, “Research and Development” below.
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On November 1, 2016, we closed our follow-on public offering of 3,250,000 units, each consisting of one ordinary share and 0.75 of a warrant to purchase one ordinary share. The Company's gross proceeds were $12.2 million. For more information see, “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations." and Note 8c(2) to our consolidated financial statements set forth in “Part II. Item 8. Financial Statements and Supplementary Data”.
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In early January 2017, we announced our plans to reduce our operating expenses by up to 30% as compared to 2016. These reductions will be achieved through a combination of targeted savings, including the completion of specific projects focused on quality improvement initiatives and efforts to reduce overall product cost, a realignment of and reduction in staffing to match the Company’s 2017 business goals, and a reduction in other corporate spending.
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Spinal Cord Injury
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Spinal cord injury is the result of a direct trauma to the nerves themselves or damage to the surrounding bones and soft tissues which ultimately impacts the spinal cord. Spinal cord damage results 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.
Upon 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.
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Image of Separated Spinal Cord of an Adult
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ReWalk Personal 6.0
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•
ReWalk Personal
: intended for everyday use at home, at work or in the community. We began marketing ReWalk Personal in Europe with CE mark clearance at the end of 2012. We received clearance to market ReWalk Personal in the United States in June 2014. ReWalk Personal 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.
•
ReWalk Rehabilitation
: designed for the clinical rehabilitation environment, ReWalk Rehabilitation has adjustable sizing enabling multiple patient use. ReWalk Rehabilitation provides a valuable means of exercise and therapy. It also enables individuals to evaluate their capacity for using ReWalk Personal in the future. We began marketing ReWalk Rehabilitation for use in hospitals, rehabilitation centers and stand-alone training centers in the United States and Europe in 2011. ReWalk Rehabilitation units are all manufactured according to the same mechanical specifications and are equipped with adjustable sizing for multi-patient use and, software which can be configured for the user’s specifications.
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ReWalk soft suit exoskeleton
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ReWalk soft suit exoskeleton
: We are also developing ReWalk soft suit exoskeleton for individuals who have suffered a stroke. We expect to complete the development of this lightweight exosuit in the near future, at which time we will begin clinical testing and apply for regulatory clearances. We plan to commercialize the ReWalk stroke product in 2018.
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reduced pain;
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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;
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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
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reduced hospitalizations.
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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; and
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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.
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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 510(k) marketing clearance or approval of pre-market approval applications relating to new products or modified products;
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reclassifying a 510(k) cleared device or withdrawing PMA approval;
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refusal to grant export approvals for our products; or
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pursuing
criminal prosecution.
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Year Ended December 31,
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2016
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2015
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2014
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Revenues based on customer’s location:
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Israel
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$
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—
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$
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—
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$
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—
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United States
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3,741
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2,439
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2,186
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Europe
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1,144
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820
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1,254
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Asia-Pacific
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984
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487
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511
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Total revenues
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$
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5,869
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$
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3,746
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$
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3,951
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•
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lack of sufficient evidence supporting the benefits of ReWalk over competitive products or other available treatment, or lifestyle management, methodologies;
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results of clinical studies relating to ReWalk or similar products;
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claims that ReWalk, or any component thereof, infringes on patent or other intellectual property rights of third-parties;
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perceived risks associated with the use of ReWalk or similar products or technologies;
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the introduction of new competitive products or greater acceptance of competitive products;
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adverse regulatory or legal actions relating to ReWalk or similar products or technologies; and
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problems arising from the outsourcing of our manufacturing capabilities, or our existing manufacturing and supply relationships.
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a market will not develop for our products;
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we will not be able to develop scalable products and services, or that, although scalable, our products and services will not be economical to market;
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we will not be able to establish brand recognition and competitive advantages for our products;
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we will not receive necessary regulatory clearances or approvals for our products; and
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our competitors market an equivalent or superior product or hold proprietary rights that preclude us from marketing our products.
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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;
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develop and introduce proposed products in sufficient quantities and in a timely manner;
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adequately protect our intellectual property and avoid infringing upon the intellectual property rights of third-parties;
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demonstrate the safety, efficacy and health benefits of proposed products; and
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obtain the necessary regulatory approvals for proposed products.
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problems assimilating the acquired products or technologies;
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issues maintaining uniform standards, procedures, controls and policies;
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unanticipated costs associated with acquisitions;
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diversion of management’s attention from our existing business;
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risks associated with entering new markets in which we have limited or no experience; and
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increased legal and accounting costs relating to the acquisitions or compliance with regulatory matters.
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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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operating restrictions or partial suspension or total shutdown of production;
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recalls, withdrawals, or administrative detention or seizure of our products;
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refusing or delaying requests for 510(k) marketing clearance or approval of pre-market approval applications relating to new products or modified products;
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reclassifying a 510(k) cleared device or withdrawing a PMA approval;
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refusing to provide Certificates for Foreign Government;
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refusing to grant export approval for our products; or
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pursuing criminal prosecution.
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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, including upon expiration of contractual lock-up agreements;
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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; and
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general economic and market conditions.
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the composition of our board of directors, which has the authority to direct our business and to appoint and remove our officers;
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approving or rejecting a merger, consolidation or other business combination;
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raising future capital; and
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amending our Second Amended and Restated Articles of Association, as amended by the First Amendment thereto, or our Articles of Association, which govern the rights attached to our ordinary shares.
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Square feet(approximate)
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Marlborough, Massachusetts
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11,850
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Yokneam, Israel
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11,500
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Berlin, Germany
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775
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Total
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24,125
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•
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Dismissed Actions:
On September 20, November 3, November 9, and November 10, 2016, respectively, four putative class actions on behalf of alleged shareholders that purchased or acquired the Company's ordinary shares pursuant and/or traceable to the registration statement used in connection with the Company's IPO were commenced in the Superior Court of the State of California, County of San Mateo. The actions were filed against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO. We refer to these actions as the California State Actions. The complaints in the California State Actions asserted various claims under the Securities Act. Each of the California State Actions was dismissed for lack of personal jurisdiction in January 2017.
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Pending Actions:
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◦
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On or about October 31, 2016, a class action with claims substantially similar to the California State Actions was commenced in the Massachusetts Superior Court, Suffolk County, by a different plaintiff (Civ. Action No. 16-3336), alleging claims under Section 11 of the Securities Act against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO, and alleging claims under Section 15 of the Securities Act against the Company and certain of the Company's current and former directors and officers.
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◦
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On or about November 30, 2016, a substantially similar class action was commenced in the Massachusetts Superior Court, Suffolk County, by a different plaintiff (Civ. Action No. 16-3670) alleging claims under Sections 11 and Section 15 of the Securities Act against the same defendants as in the action commenced on October 31, 2016, and also alleging claims under Section 12(a)(2) of the Securities Act against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO. This action was ordered consolidated in the Massachusetts Superior Court, Suffolk County on January 9, 2017 with the action commenced on October 31, 2016, and the two actions are referred to as the Consolidated Massachusetts State Court Actions.
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•
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On or about January 24, 2017, a substantially similar class action was commenced in the United States District Court for the Northern District of California (Case No. 3:17-cv-362) alleging the same claims against the same defendants as in the action commenced on November 30, 2016, except that the Section 15 claim was not asserted against the underwriters, and the Section 11 and Section 15 claims were also asserted against certain entities referred to as the "Venture Capital Defendants", who are alleged in the complaint to have beneficially owned, directly or indirectly, approximately 51% of the Company’s stock upon the closing of the IPO. This action is referred to as the California Federal Court Action.
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•
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On or about January 31, 2017, a substantially similar class action was commenced in the United States District Court for the District of Massachusetts (Case No. 1:17-cv-10169) by the same plaintiffs who commenced the California State Court Actions, and one additional plaintiff, alleging claims under Section 11 and 12(a)(2) of the Securities Act against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO, and alleging claims under Section 15 of the Securities Act against certain of the Company's current and former directors and officers. This action is referred to as the Massachusetts Federal Court Action.
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High
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Low
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||||
2016
|
|
|
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||||
Fourth quarter 2016
|
$
|
6.50
|
|
|
$
|
2.55
|
|
Third quarter 2016
|
$
|
7.85
|
|
|
$
|
5.55
|
|
Second quarter 2016
|
$
|
10.79
|
|
|
$
|
6.00
|
|
First quarter 2016
|
$
|
15.81
|
|
|
$
|
7.41
|
|
2015
|
|
|
|
||||
Fourth quarter 2015
|
$
|
17.40
|
|
|
$
|
5.55
|
|
Third quarter 2015
|
$
|
11.90
|
|
|
$
|
7.20
|
|
Second quarter 2015
|
$
|
14.65
|
|
|
$
|
10.35
|
|
First quarter 2015
|
$
|
22.74
|
|
|
$
|
12.03
|
|
2014
|
|
|
|
||||
Fourth quarter 2014
|
$
|
34.29
|
|
|
$
|
18.01
|
|
Third quarter 2014 (beginning on September 12, 2014)
|
$
|
43.71
|
|
|
$
|
11.50
|
|
|
Year ended
December 31 |
||||||||||||||||||
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(In thousands, except share and per share data)
|
||||||||||||||||||
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2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Revenues
|
$
|
5,869
|
|
|
$
|
3,746
|
|
|
$
|
3,951
|
|
|
$
|
1,588
|
|
|
$
|
972
|
|
Cost of revenues
|
5,133
|
|
|
3,532
|
|
|
4,106
|
|
|
2,017
|
|
|
983
|
|
|||||
Expense related to settlement of BIRD Foundation grants (see Note 7c)
|
|
|
—
|
|
|
466
|
|
|
—
|
|
|
—
|
|
||||||
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|
|
|
|
|
|
|
|
|
||||||||||
Gross profit (loss)
|
736
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|
|
214
|
|
|
(621
|
)
|
|
(429
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)
|
|
(11
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Research and development, net
|
9,028
|
|
|
5,937
|
|
|
8,563
|
|
|
2,463
|
|
|
1,757
|
|
|||||
Sales and marketing
|
13,961
|
|
|
13,056
|
|
|
7,389
|
|
|
4,091
|
|
|
2,334
|
|
|||||
General and administration
|
8,188
|
|
|
6,395
|
|
|
3,352
|
|
|
1,762
|
|
|
1,657
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total operating expenses
|
31,177
|
|
|
25,388
|
|
|
19,304
|
|
|
8,316
|
|
|
5,748
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating loss
|
(30,441
|
)
|
|
(25,174
|
)
|
|
(19,925
|
)
|
|
(8,745
|
)
|
|
(5,759
|
)
|
|||||
Financial expenses, net
|
2,059
|
|
|
188
|
|
|
1,698
|
|
|
3,410
|
|
|
878
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss before income taxes
|
(32,500
|
)
|
|
(25,362
|
)
|
|
(21,623
|
)
|
|
(12,155
|
)
|
|
(6,637
|
)
|
|||||
Income taxes
|
3
|
|
|
53
|
|
|
45
|
|
|
22
|
|
|
21
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss
|
$
|
(32,503
|
)
|
|
$
|
(25,415
|
)
|
|
$
|
(21,668
|
)
|
|
$
|
(12,177
|
)
|
|
$
|
(6,658
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per ordinary share, basic and diluted
|
$
|
(2.47
|
)
|
|
$
|
(2.10
|
)
|
|
$
|
(6.34
|
)
|
|
$
|
(74.53
|
)
|
|
$
|
(41.26
|
)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted
|
13,178,107
|
|
|
12,115,038
|
|
|
3,766,694
|
|
|
185,688
|
|
|
185,688
|
|
|
As of December 31,
|
||||||||||||||||||
|
(in thousands)
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
23,678
|
|
|
$
|
17,869
|
|
|
$
|
41,829
|
|
|
$
|
8,860
|
|
|
$
|
769
|
|
Total assets
|
31,763
|
|
|
25,574
|
|
|
47,665
|
|
|
11,059
|
|
|
2,094
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Accumulated deficit
|
(106,492
|
)
|
|
(73,989
|
)
|
|
(48,574
|
)
|
|
(26,906
|
)
|
|
(14,729
|
)
|
|||||
Total shareholders’ equity
|
$
|
8,260
|
|
|
$
|
20,920
|
|
|
$
|
43,853
|
|
|
$
|
5,631
|
|
|
$
|
(2,264
|
)
|
(1)
|
Net loss per ordinary share, basic and diluted, is calculated by dividing our net loss excluding dividends accrued on our convertible preferred shares outstanding during the period presented by the weighted average number of shares outstanding during the period presented. See Note 2r to our consolidated financial statements set forth in "Part II. Item 8. Financial Statements and Supplementary Data" of this annual report.
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Personal units placed
|
109
|
|
|
53
|
|
||
Rehabilitation units placed
|
10
|
|
|
20
|
|
||
Total units placed
|
119
|
|
|
73
|
|
||
Personal unit revenues
|
$
|
5,197
|
|
|
$
|
2,766
|
|
Rehabilitation unit revenues
|
$
|
672
|
|
|
$
|
980
|
|
Revenues
|
$
|
5,869
|
|
|
$
|
3,746
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Gross profit
|
$
|
736
|
|
|
$
|
214
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Research and development expenses, net
|
$
|
9,028
|
|
|
$
|
5,937
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Sales and marketing expenses
|
$
|
13,961
|
|
|
$
|
13,056
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
General and administrative
|
$
|
8,188
|
|
|
$
|
6,395
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Financial expenses, net
|
$
|
2,059
|
|
|
$
|
188
|
|
|
Years Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Income tax
|
$
|
3
|
|
|
$
|
53
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Personal units placed
|
53
|
|
|
43
|
|
||
Rehabilitation units placed
|
20
|
|
|
31
|
|
||
Total units placed
|
73
|
|
|
74
|
|
||
Personal unit revenues
|
$
|
2,766
|
|
|
$
|
2,191
|
|
Rehabilitation unit revenues
|
$
|
980
|
|
|
$
|
1,760
|
|
Revenues
|
$
|
3,746
|
|
|
$
|
3,951
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Gross profit (loss)
|
$
|
214
|
|
|
$
|
(621
|
)
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Research and development expenses, net
|
$
|
5,937
|
|
|
$
|
8,563
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Sales and marketing expenses
|
$
|
13,056
|
|
|
$
|
7,389
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
General and administrative
|
$
|
6,395
|
|
|
$
|
3,352
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Financial expenses, net
|
$
|
188
|
|
|
$
|
1,698
|
|
|
Years Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Income tax
|
$
|
53
|
|
|
$
|
45
|
|
|
Years Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash used in operating activities
|
$
|
(27,537
|
)
|
|
$
|
(25,180
|
)
|
|
$
|
(15,319
|
)
|
Net cash provided by (used in) investing activities
|
(437
|
)
|
|
1,083
|
|
|
(1,836
|
)
|
|||
Net cash provided by financing activities
|
33,783
|
|
|
137
|
|
|
50,124
|
|
|||
Net cash flow
|
$
|
5,809
|
|
|
$
|
(23,960
|
)
|
|
$
|
32,969
|
|
|
Payments due by period (in dollars, in thousands)
|
||||||||||||||||||
Contractual obligations
|
Total
|
|
Less than 1 year
|
1-3 years
|
|
3-5years
|
|
More than 5 years
|
|||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
Purchase obligations (1)
|
$
|
2,190
|
|
|
$
|
2,190
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collaboration Agreement and License Agreement obligations (2)
|
5,721
|
|
|
1,958
|
|
|
2,250
|
|
|
1,513
|
|
|
—
|
|
|||||
Operating lease obligations (3)
|
4,440
|
|
|
548
|
|
|
1,106
|
|
|
1,133
|
|
|
1,653
|
|
|||||
Long-term debt obligations (4)
|
22,256
|
|
|
7,495
|
|
|
14,761
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
34,607
|
|
|
$
|
12,191
|
|
|
$
|
18,117
|
|
|
$
|
2,646
|
|
|
$
|
1,653
|
|
•
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Larry Jasinski
|
|
59
|
|
Chief Executive Officer and Director
|
Kevin Hershberger
|
|
52
|
|
Chief Financial Officer
|
Ofir Koren
|
|
47
|
|
Vice President, Research & Development and Regulatory
|
Jodi Gricci
|
|
49
|
|
Vice President, Global Marketing, Service and Training
|
|
ReWalk Robotics Ltd.
|
|
|
|
|
|
By:
|
/s/ Larry Jasinski
|
|
|
Name: Larry Jasinski
|
|
|
Title: Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Larry Jasinski
|
|
Director and Chief Executive Officer
(Principal Executive Officer)
|
|
February 17, 2017
|
Larry Jasinski
|
|
|
|
|
|
|
|
|
|
/s/ Kevin Hershberger
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
February 17, 2017
|
Kevin Hershberger
|
|
|
|
|
|
|
|
|
|
/s/ Jeff Dykan
|
|
Chairman of the Board
|
|
February 17, 2017
|
Jeff Dykan
|
|
|
|
|
|
|
|
|
|
/s/ Dr. John William Poduska
|
|
Director
|
|
February 17, 2017
|
Dr. John William Poduska
|
|
|
|
|
|
|
|
|
|
/s/ Deborah DiSanzo
|
|
Director
|
|
February 17, 2017
|
Deborah DiSanzo
|
|
|
|
|
|
|
|
|
|
/s/ Wayne B. Weisman
|
|
Director
|
|
February 17, 2017
|
Wayne B. Weisman
|
|
|
|
|
|
|
|
|
|
/s/ Yasushi Ichiki
|
|
Director
|
|
February 17 2017
|
Yasushi Ichiki
|
|
|
|
|
|
|
|
|
|
/s/ Aryeh Dan
|
|
Director
|
|
February 17, 2017
|
Aryeh Dan
|
|
|
|
|
|
|
|
|
|
/s/ Glenn Muir
|
|
Director
|
|
February 17, 2017
|
Glenn Muir
|
|
|
|
|
|
|
|
|
|
/s/ Peter Wehrly
|
|
Director
|
|
February 17, 2017
|
Peter Wehrly
|
|
|
|
|
Number
|
|
Description
|
3.1
|
|
Second Amended and Restated Articles of Association of the Company, as amended by the First Amendment thereto (incorporated by reference to Exhibit 3.1 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).
|
4.1
|
|
Specimen share certificate (incorporated by reference to Exhibit 4.1 to the Company's registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014).
|
4.2
|
|
Amended and Restated Shareholders’ Rights Agreement, dated July 14, 2014, among the Company and the other parties named therein (incorporated by reference to Exhibit 10.9 to the Company's registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on July 16, 2014).
|
4.3
|
|
Fourth Amended and Restated Shareholders Agreement, dated July 14, 2014, among the Company and the shareholders party thereto (incorporated by reference to Exhibit 10.10 to the Company's registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on July 16, 2014).
|
4.4
|
|
Form of warrant issued in connection with the Company's follow-on offering (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 31, 2016).
|
10.1
|
|
Letter of Agreement, dated July 11, 2013, between the Company and Sanmina Corporation (incorporated by reference to Exhibit 10.1 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).*
|
10.2
|
|
Strategic Alliance Agreement, dated September 24, 2013, between the Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.2 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).
|
10.3
|
|
Exclusive Distribution Agreement, dated September 24, 2013, between the Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.3 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).*
|
10.4
|
|
Confidentiality and Non-Disclosure Agreement, dated September 24, 2013, between the Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.4 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).
|
10.5
|
|
Side Letter, dated September 30, 2013, between the Company and Yaskawa Electric Corporation (incorporated by reference to Exhibit 10.5 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).
|
10.6
|
|
Loan Agreement, dated December 30, 2015, between the Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 4, 2016).
|
10.7
|
|
Warrant, dated December 30, 2015, between the Company and Kreos Capital V (Expert Fund) Limited (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on January 4, 2016).
|
10.8
|
|
Research Collaboration Agreement, dated May 16, 2016, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 17, 2016).*
|
10.9
|
|
License Agreement, dated May 16, 2016, between the Company and the President and Fellows of Harvard College (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 17, 2016).*
|
10.10
|
|
Form of indemnification agreement between the Company and each of its directors and executive officers (incorporated by reference to Exhibit 10.11 to the Company's registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014).**
|
10.11
|
|
2012 Equity Incentive Plan (incorporated by reference to Exhibit 10.12 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014). **
|
10.12
|
|
2012 Israeli Equity Incentive Sub Plan (incorporated by reference to Exhibit 10.13 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014). **
|
10.13
|
|
2012 U.S. Equity Incentive Sub Plan (incorporated by reference to Exhibit 10.14 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014). **
|
10.14
|
|
2006 Stock Option Plan (incorporated by reference to Exhibit 10.15 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014). **
|
10.15
|
|
2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.16 to the Company's registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on August 20, 2014). **
|
10.16
|
|
Employment Agreement, dated as of December 17, 2014, between the Company and Kevin Hershberger (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**
|
10.17
|
|
Executive Employment Agreement, dated as of January 17, 2011, between the Company and Larry Jasinski (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**
|
10.18
|
|
2014 Incentive Compensation Plan Form of Option Award Agreement for employees and executives (incorporated by reference to Exhibit 10.18 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**
|
10.19
|
|
2014 Incentive Compensation Plan Form of Restricted Stock Unit Award Agreement for employees and executives (incorporated by reference to Exhibit 10.19 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**
|
10.20
|
|
2014 Incentive Compensation Plan Form of Restricted Stock Unit Award Agreement for non-Israeli non-employee directors (incorporated by reference to Exhibit 10.20 to the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**
|
10.21
|
|
2014 Incentive Compensation Plan Form of Option Award Agreement for Israeli non-employee directors.**
|
10.22
|
|
2014 Incentive Compensation Plan Form of Option Award Agreement for non-Israeli non-employee directors.**
|
10.23
|
|
ReWalk Robotics Ltd. Compensation Policy for Executive Officers and Non-Executive Directors, as amended (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on May 27, 2016). **
|
10.24
|
|
Equity Distribution Agreement, dated May 10, 2016, between the Company and Piper Jaffray & Co., as Agent(incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on May 10, 2016).
|
10.25
|
|
Underwriting Agreement, dated October 27, 2016, between the Company and Oppenheimer & Co. Inc. (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K filed with the SEC on October 31, 2016).
|
10.26
|
|
Series E Preferred Securities Purchase Agreement, dated June 26, 2014, among the Company and the parties named therein (incorporated by reference to Exhibit 10.7 to the Company's registration statement on Form F-1/A (File No. 333-197344), filed with the SEC on July 16, 2014).
|
10.27
|
|
Employment Agreement, dated as of June 18, 2012, between the Company and John Hamilton (incorporated by reference to Exhibit 10.17 of the Company's Annual Report on Form 10-K filed with the SEC on February 29, 2016, as amended on May 6, 2016).**
|
21.1
|
|
List of subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company's registration statement on Form F-1 (File No. 333-197344), filed with the SEC on July 10, 2014).
|
23.1
|
|
Consent of Kost Forer Gabbay & Kasierer.
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
|
32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
|
32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Label Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Portions of the agreement were omitted and a complete copy of the agreement has been provided separately to the Securities and Exchange Commission pursuant to the Company’s application requesting confidential treatment under, as applicable, Rule 406 of the Securities Act of 1933, as amended and/or Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
|
|
|
**
|
Management contract or compensatory plan, contract or arrangement.
|
|
|
***
|
Furnished herewith.
|
|
Kost Forer Gabbay & Kasierer
2 Pal-Yam Blvd.
Haifa 3309502, Israel
|
Tel: +972-4-8654000
Fax: +972-3-5633439
ey.com
|
Haifa, Israel
|
/s/ KOST FORER GABBAY & KASIERER
|
February 17, 2017
|
KOST FORER GABBAY & KASIERER
|
|
A Member of Ernst & Young Global
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
CURRENT ASSETS:
|
|
|
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
23,678
|
|
|
$
|
17,869
|
|
Trade receivable, net
|
1,254
|
|
|
2,146
|
|
||
Prepaid expenses and other current assets
|
1,291
|
|
|
1,227
|
|
||
Inventories
|
3,264
|
|
|
2,534
|
|
||
|
|
|
|
||||
Total current assets
|
29,487
|
|
|
23,776
|
|
||
|
|
|
|
||||
LONG-TERM ASSETS
|
|
|
|
|
|
||
|
|
|
|
||||
Other long term assets
|
1,018
|
|
|
470
|
|
||
Property and equipment, net
|
1,258
|
|
|
1,328
|
|
||
|
|
|
|
||||
Total long-term assets
|
2,276
|
|
|
1,798
|
|
||
|
|
|
|
||||
Total assets
|
$
|
31,763
|
|
|
$
|
25,574
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES:
|
|
|
|
||||
Current maturities of long term loan
|
$
|
7,495
|
|
|
$
|
—
|
|
Trade payables
|
3,424
|
|
|
2,474
|
|
||
Employees and payroll accruals
|
1,019
|
|
|
1,221
|
|
||
Deferred revenues and customers advances
|
54
|
|
|
199
|
|
||
Other current liabilities
|
406
|
|
|
449
|
|
||
|
|
|
|
||||
Total current liabilities
|
12,398
|
|
|
4,343
|
|
||
|
|
|
|
||||
LONG-TERM LIABILITIES
|
|
|
|
|
|
||
Long term loan, net of current maturities
|
10,518
|
|
|
—
|
|
||
Deferred revenues
|
284
|
|
|
171
|
|
||
Other long-term liabilities
|
303
|
|
|
140
|
|
||
|
|
|
|
||||
Total long-term liabilities
|
11,105
|
|
|
311
|
|
||
|
|
|
|
||||
Total liabilities
|
23,503
|
|
|
4,654
|
|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
|
|
|
|
||||
Share capital
|
|
|
|
|
|
||
Ordinary share of NIS 0.01 par value-Authorized: 250,000,000 shares at December 31, 2016 and 2015; Issued and outstanding: 16,338,257 and 12,222,583 shares at December 31, 2016 and 2015, respectively
|
45
|
|
|
33
|
|
||
Additional paid-in capital
|
114,707
|
|
|
94,876
|
|
||
Accumulated deficit
|
(106,492
|
)
|
|
(73,989
|
)
|
||
|
|
|
|
||||
Total shareholders’ equity
|
8,260
|
|
|
20,920
|
|
||
|
|
|
|
||||
Total liabilities and shareholders’ equity
|
$
|
31,763
|
|
|
$
|
25,574
|
|
|
Year ended
December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues
|
$
|
5,869
|
|
|
$
|
3,746
|
|
|
$
|
3,951
|
|
Cost of revenues
|
5,133
|
|
|
3,532
|
|
|
4,106
|
|
|||
Expense related to settlement of BIRD Foundation grants (see Note 7c)
|
—
|
|
|
—
|
|
|
466
|
|
|||
|
|
|
|
|
|
||||||
Gross profit (loss)
|
736
|
|
|
214
|
|
|
(621
|
)
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|||
Research and development, net
|
9,028
|
|
|
5,937
|
|
|
8,563
|
|
|||
Sales and marketing
|
13,961
|
|
|
13,056
|
|
|
7,389
|
|
|||
General and administration
|
8,188
|
|
|
6,395
|
|
|
3,352
|
|
|||
|
|
|
|
|
|
||||||
Total operating expenses
|
31,177
|
|
|
25,388
|
|
|
19,304
|
|
|||
|
|
|
|
|
|
||||||
Operating loss
|
(30,441
|
)
|
|
(25,174
|
)
|
|
(19,925
|
)
|
|||
Financial expenses, net
|
2,059
|
|
|
188
|
|
|
1,698
|
|
|||
|
|
|
|
|
|
||||||
Loss before income taxes
|
(32,500
|
)
|
|
(25,362
|
)
|
|
(21,623
|
)
|
|||
Income taxes
|
3
|
|
|
53
|
|
|
45
|
|
|||
|
|
|
|
|
|
||||||
Net loss
|
$
|
(32,503
|
)
|
|
$
|
(25,415
|
)
|
|
$
|
(21,668
|
)
|
|
|
|
|
|
|
||||||
Net loss per ordinary share, basic and diluted
|
$
|
(2.47
|
)
|
|
$
|
(2.10
|
)
|
|
$
|
(6.34
|
)
|
|
|
|
|
|
|
||||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted
|
13,178,107
|
|
|
12,115,038
|
|
|
3,766,694
|
|
|
Convertible
Preferred Shares
(2)
|
|
Ordinary
Share
(1)(2)
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Total
shareholders’
equity
|
|||||||||||
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
||||||||||||
Balance as of December 31, 2013
|
327,403
|
|
|
*)
|
|
|
185,688
|
|
|
*)
|
|
|
32,537
|
|
|
(26,906
|
)
|
|
5,631
|
|
Exercise of warrants into Series C Convertible preferred Shares
|
17,705
|
|
|
*)
|
|
|
—
|
|
|
—
|
|
|
3,825
|
|
|
—
|
|
|
3,825
|
|
Exercise of warrants into Series D Convertible preferred Shares
|
263
|
|
|
*)
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|
—
|
|
|
57
|
|
Issuance of Series D convertible preferred shares
|
4,131
|
|
|
*)
|
|
|
—
|
|
|
—
|
|
|
1,114
|
|
|
—
|
|
|
1,114
|
|
Issuance of Series E convertible preferred shares, net of issuance expense in an amount of $212
|
75,695
|
|
|
*)
|
|
|
—
|
|
|
—
|
|
|
7,895
|
|
|
—
|
|
|
7,895
|
|
Conversion of convertible preferred shares into ordinary shares
|
(425,197
|
)
|
|
*)
|
|
|
7,838,640
|
|
|
22
|
|
|
(22
|
)
|
|
—
|
|
|
—
|
|
Balance as of
Reclassification of liability warrants to equity warrants |
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,555
|
|
|
—
|
|
|
5,555
|
|
Issuance of ordinary shares in IPO, net
of issuance expenses in an amount of $5,138 |
—
|
|
|
—
|
|
|
3,450,000
|
|
|
9
|
|
|
36,254
|
|
|
—
|
|
|
36,263
|
|
Exercise of warrants into ordinary shares
|
—
|
|
|
—
|
|
|
157,618
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Share-based compensation to employees and non employees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,179
|
|
|
—
|
|
|
5,179
|
|
Issuance of ordinary share upon exercise of stock options by employees
|
—
|
|
|
—
|
|
|
346,608
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
2
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,668
|
)
|
|
(21,668
|
)
|
Balance as of December 31, 2014
|
—
|
|
|
—
|
|
|
11,978,554
|
|
|
32
|
|
|
92,395
|
|
|
(48,574
|
)
|
|
43,853
|
|
Share-based compensation to employees and non employees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,345
|
|
|
—
|
|
|
2,345
|
|
Issuance of ordinary share upon exercise of stock options and RSUs by employees and non employees
|
—
|
|
|
—
|
|
|
194,345
|
|
|
1
|
|
|
136
|
|
|
—
|
|
|
137
|
|
Cashless exercise of warrants into ordinary shares
|
—
|
|
|
—
|
|
|
49,684
|
|
|
*)
|
|
|
*)
|
|
|
—
|
|
|
—
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,415
|
)
|
|
(25,415
|
)
|
Balance as of December 31, 2015
|
—
|
|
|
—
|
|
|
12,222,583
|
|
|
33
|
|
|
94,876
|
|
|
(73,989
|
)
|
|
20,920
|
|
Share-based compensation to employees and non-employees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,398
|
|
|
—
|
|
|
3,398
|
|
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees
|
—
|
|
|
—
|
|
|
128,496
|
|
|
1
|
|
|
17
|
|
|
—
|
|
|
18
|
|
Issuance of ordinary shares in at-the-market offering, net of issuance expenses in the amount of $468 (3)
|
—
|
|
|
—
|
|
|
692,062
|
|
|
2
|
|
|
4,097
|
|
|
—
|
|
|
4,099
|
|
Issuance of warrants to purchase ordinary shares (4)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,239
|
|
|
—
|
|
|
1,239
|
|
Cashless exercise of warrants into ordinary shares
|
—
|
|
|
—
|
|
|
45,116
|
|
|
*)
|
|
|
*)
|
|
|
—
|
|
|
—
|
|
Issuance of ordinary shares and warrants to purchase ordinary shares in follow-on public offering, net of issuance expenses in an amount of $1,099 (3)
|
—
|
|
|
—
|
|
|
3,250,000
|
|
|
9
|
|
|
11,080
|
|
|
—
|
|
|
11,089
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,503
|
)
|
|
(32,503
|
)
|
Balance as of December 31, 2016
|
—
|
|
|
—
|
|
|
16,338,257
|
|
|
45
|
|
|
114,707
|
|
|
(106,492
|
)
|
|
8,260
|
|
*)
|
Represents an amount lower than $1.
|
(2)
|
All shares amount have been restated to reflect an
18
-for-1 share split split as of August 26, 2014, see Note 8b.
|
(3)
|
See note 8c.
|
(4)
|
See note 6.
|
|
Year ended
December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(32,503
|
)
|
|
$
|
(25,415
|
)
|
|
$
|
(21,668
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
||||||
Depreciation
|
696
|
|
|
438
|
|
|
111
|
|
|||
Share-based compensation to employees and non employees
|
3,398
|
|
|
2,345
|
|
|
5,179
|
|
|||
Deferred taxes
|
(5
|
)
|
|
(61
|
)
|
|
(60
|
)
|
|||
Financial expenses related to convertible loans
|
675
|
|
|
—
|
|
|
—
|
|
|||
Capital Gain
|
(8
|
)
|
|
—
|
|
|
—
|
|
|||
Revaluation of fair value of warrants to purchase convertible preferred share
|
—
|
|
|
—
|
|
|
(776
|
)
|
|||
Issuance of Warrants to venture lending
|
—
|
|
|
—
|
|
|
835
|
|
|||
Issuance of Warrants to service provider
|
—
|
|
|
—
|
|
|
73
|
|
|||
Financial expenses resulted from Issuance of Series D preferred shares to related party
|
—
|
|
|
—
|
|
|
1,114
|
|
|||
|
|
|
|
|
|
||||||
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
||||||
Trade receivables, net
|
892
|
|
|
(191
|
)
|
|
(1,651
|
)
|
|||
Prepaid expenses and other current assets
|
(607
|
)
|
|
(613
|
)
|
|
(440
|
)
|
|||
Inventories
|
(911
|
)
|
|
(2,525
|
)
|
|
196
|
|
|||
Trade payables
|
950
|
|
|
1,084
|
|
|
445
|
|
|||
Employees and payroll accruals
|
(202
|
)
|
|
349
|
|
|
308
|
|
|||
Deferred revenues and advances from customers
|
(32
|
)
|
|
121
|
|
|
(72
|
)
|
|||
Other liabilities
|
120
|
|
|
(712
|
)
|
|
1,105
|
|
|||
Severance pay, net
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Net cash used in operating activities
|
(27,537
|
)
|
|
(25,180
|
)
|
|
(15,319
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Investment in short-term deposits
|
—
|
|
|
—
|
|
|
(10,000
|
)
|
|||
Maturities of short-term deposits
|
—
|
|
|
1,667
|
|
|
8,333
|
|
|||
Purchase of property and equipment
|
(452
|
)
|
|
(584
|
)
|
|
(169
|
)
|
|||
Proceeds from sale of property and equipment
|
15
|
|
|
—
|
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
(437
|
)
|
|
1,083
|
|
|
(1,836
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from long term loan
|
20,000
|
|
|
—
|
|
|
—
|
|
|||
Debt issuance cost
|
(501
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of long term loan
|
(922
|
)
|
|
—
|
|
|
—
|
|
REWALK ROBOTICS LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
|
Year ended
December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Issuance of ordinary shares in at-the-market offering, net of issuance expenses paid in the amount of $468
|
4,099
|
|
|
—
|
|
|
—
|
|
|||
Issuance of ordinary shares and warrants in follow-on offering, net of issuance expenses in an amount of $1,099
|
11,089
|
|
|
—
|
|
|
—
|
|
|||
Issuance of ordinary share upon exercise of stock options by employees and non employees
|
18
|
|
|
137
|
|
|
2
|
|
|||
Issuance of Series E convertible preferred shares, including warrants, net
|
—
|
|
|
—
|
|
|
12,781
|
|
|||
Exercise of warrants into Series C and D to convertible preferred shares
|
—
|
|
|
—
|
|
|
1,078
|
|
|||
Issuance of ordinary shares in IPO, net of issuance expenses in an amount of $5,138
|
—
|
|
|
—
|
|
|
36,263
|
|
|||
Net cash provided by financing activities
|
33,783
|
|
|
137
|
|
|
50,124
|
|
|||
|
|
|
|
|
|
||||||
Increase (decrease) in cash and cash equivalents
|
5,809
|
|
|
(23,960
|
)
|
|
32,969
|
|
|||
Cash and cash equivalents at beginning of period
|
17,869
|
|
|
41,829
|
|
|
8,860
|
|
|||
|
|
|
|
|
|
||||||
Cash and cash equivalents at end of period
|
$
|
23,678
|
|
|
$
|
17,869
|
|
|
$
|
41,829
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of non-cash flow information
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
||||||
Classification of inventory to property and equipment, net
|
$
|
181
|
|
|
$
|
768
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||
Exercise of warrants to purchase preferred shares into Series C and D preferred shares
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,804
|
|
|
|
|
|
|
|
||||||
Reclassification of liability warrants to equity warrants
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,555
|
|
|
|
|
|
|
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for income taxes
|
$
|
45
|
|
|
$
|
163
|
|
|
$
|
—
|
|
Cash paid for interest
|
$
|
1,301
|
|
|
$
|
—
|
|
|
$
|
—
|
|
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
two
wholly-owned subsidiaries: (i) ReWalk Robotics Inc. (“RRI”) incorporated under the laws of Delaware on February 15, 2012 and (ii) ReWalk Robotics GMBH. (“RRG”) (formerly Argo Medical Technologies GmbH) incorporated under the laws of Germany on January 14, 2013.
|
c.
|
The Company is designing, developing and commercializing the ReWalk system, an innovative exoskeleton that allow wheelchair-bound persons with mobility impairments or other medical conditions to stand and walk once again. The ReWalk system consists of a light wearable brace support suit which integrates motors at the joints, rechargeable batteries, an array of sensors and a computer-based control system to power knee and hip movement. There are currently
two
types of products: ReWalk Personal and ReWalk Rehabilitation. ReWalk Personal is designed for everyday use by individuals at home and in their communities, and is custom fitted for each user. ReWalk Rehabilitation is designed for the clinical rehabilitation environment where it provides valuable exercise and therapy. It also enables individuals to evaluate their capacity for using ReWalk Personal system in the future.
|
d.
|
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 Germany and the United States, and primarily through distributors in other markets. In its direct markets, the Company has established relationships with rehabilitation centers and the spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships. RRI markets and sells products mainly in the United States and Canada. RRG sell the Company’s products mainly in Germany and Europe.
|
e.
|
During the fiscal year ended
December 31, 2016
, the Company issued and sold
692,062
ordinary shares at an average price of $
6.60
per share under its ATM Offering Program. The gross proceeds to the Company were $
4.6 million
, and the net aggregate proceeds after deducting commissions, fees and offering expenses in the amount of $
468 thousand
were $
4.1 million
. The Company could raise up to $
25 million
under its ATM Offering Program. See Note 8c(1) below for more information about the Company’s ATM Offering Program.
|
f.
|
In November 2016, the Company completed its follow-on public offering in which the Company issued and sold
3,250,000
units each consisting of
one
ordinary share and
0.75
of a warrant to purchase
one
ordinary share. Each unit was sold to the public at a price of $
3.75
per unit. The total gross proceeds received from the follow-on public offering, before deducting commissions, discounts and expenses, were $
12.2 million
. See Note 8c(2) below for more information about the Company’s follow-on public offering.
|
g.
|
The Company depends on
one
contract manufacturer, Sanmina. Reliance on this vendor makes the Company vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields and costs. This vendor accounted for
12%
and
24%
of the Company's total trade payables as of
December 31, 2016
and
2015
, respectively.
|
h.
|
The Company has an accumulated deficit in the total amount of
$106.5 million
as of
December 31, 2016
and further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.
|
|
|
|
a.
|
Use of Estimates
|
b.
|
Financial Statements in U.S. Dollars:
|
c.
|
Principles of Consolidation:
|
d.
|
Cash Equivalents:
|
e.
|
Inventories:
|
|
|
|
f.
|
Related party:
|
g.
|
Property and Equipment:
|
|
%
|
Computer equipment
|
20-33 (mainly 33)
|
Office furniture and equipment
|
6 - 10 (mainly 10)
|
Machinery and laboratory equipment
|
15
|
Field service units
|
50
|
Leasehold improvements
|
Over the shorter of the lease
term or estimated useful life |
h.
|
Impairment of Long-Lived Assets:
|
i.
|
Other long term assets:
|
j.
|
Revenue Recognition:
|
|
|
|
k
|
Accounting for Share-Based Compensation:
|
|
|
|
|
December 31,
|
||||
|
2016
|
|
2015
|
|
2014
|
Expected volatility
|
53%-60%
|
|
60%
|
|
60%-70%
|
Risk-free rate
|
1.16%-1.60%
|
|
1.60%-1.95%
|
|
1.74%-1.95%
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
Expected term (in years)
|
5.31 - 6.11
|
|
5.73 - 6.11
|
|
5.81 - 6.11
|
Share price
|
$6.80 - $11.88
|
|
$7.30 - $20.97
|
|
$1.49 - $20.77
|
l.
|
Research and Development Costs:
|
m.
|
Income Taxes
|
|
|
|
n.
|
Warranty:
|
|
US Dollars in thousands
|
|
|
Balance at December 31, 2015
|
$
|
502
|
|
Provision
|
400
|
|
|
Usage
|
(404
|
)
|
|
Balance at December 31, 2016
|
$
|
498
|
|
o.
|
Concentrations of Credit Risks:
|
p.
|
Accrued Severance Pay:
|
|
|
|
q.
|
Fair Value Measurements:
|
•
|
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.
|
r.
|
Basic and Diluted Net Loss Per Share:
|
|
Year ended
December 31
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss
|
$
|
(32,503
|
)
|
|
$
|
(25,415
|
)
|
|
$
|
(21,668
|
)
|
Convertible preferred shares dividend
|
—
|
|
|
—
|
|
|
(2,229
|
)
|
|||
|
|
|
|
|
|
||||||
Net loss attributable to ordinary shares
|
(32,503
|
)
|
|
(25,415
|
)
|
|
(23,897
|
)
|
|||
Shares used in computing net loss per ordinary shares, basic and diluted
|
13,178,107
|
|
|
12,115,038
|
|
|
3,766,694
|
|
|||
|
|
|
|
|
|
||||||
Net loss per ordinary share, basic and diluted
|
$
|
(2.47
|
)
|
|
$
|
(2.10
|
)
|
|
$
|
(6.34
|
)
|
s.
|
Contingent liabilities
|
|
|
|
t.
|
Government grants
|
u.
|
New Accounting Pronouncements
|
i.
|
Revenues:
|
ii.
|
Inventory:
|
|
|
|
iii.
|
Leases:
|
iv.
|
Share Based Compensation:
|
v.
|
Cash Flow:
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Government institutions
|
$
|
113
|
|
|
$
|
209
|
|
Prepaid expenses
|
355
|
|
|
316
|
|
||
Deposit
|
—
|
|
|
43
|
|
||
Deferred tax
|
152
|
|
|
147
|
|
||
Other assets
|
671
|
|
|
512
|
|
||
|
|
|
|
||||
|
$
|
1,291
|
|
|
$
|
1,227
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
—
|
|
|
$
|
450
|
|
Finished products
|
3,264
|
|
|
2,084
|
|
||
|
|
|
|
||||
|
$
|
3,264
|
|
|
$
|
2,534
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cost:
|
|
|
|
||||
Computer equipment
|
$
|
709
|
|
|
$
|
656
|
|
Office furniture and equipment
|
293
|
|
|
286
|
|
||
Machinery and laboratory equipment
|
573
|
|
|
471
|
|
||
Field service units
|
771
|
|
|
575
|
|
||
Leasehold improvements
|
358
|
|
|
113
|
|
||
|
|
|
|
||||
|
2,704
|
|
|
2,101
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accumulated depreciation
|
1,446
|
|
|
773
|
|
||
|
|
|
|
||||
Property and equipment, net
|
$
|
1,258
|
|
|
$
|
1,328
|
|
|
|
|
|
|
|
|
December 28, 2016
|
December 30, 2015
|
||
Expected volatility
|
53
|
%
|
60
|
%
|
Risk-free rate
|
2.51
|
%
|
2.52
|
%
|
Dividend yield
|
—
|
%
|
—
|
%
|
Expected term (in years)
|
9
|
|
10
|
|
|
|
|
a.
|
Purchase commitment:
|
b.
|
Lease commitment: the Company operates from leased facilities in Israel, the United States and Germany. These leases expire between 2017 and 2025.
|
2017
|
495
|
|
|
2018
|
547
|
|
|
2019
|
558
|
|
|
2020
|
567
|
|
|
2021 and Thereafter
|
2,219
|
|
|
Total
|
$
|
4,386
|
|
c.
|
Royalties:
|
|
|
|
e.
|
Legal Claims:
|
•
|
Dismissed Actions:
On September 20, November 3, November 9, and November 10, 2016, respectively,
four
putative class actions on behalf of alleged shareholders that purchased or acquired the Company's ordinary shares pursuant and/or traceable to the registration statement used in connection with the Company's IPO were commenced in the Superior Court of the State of California, County of San Mateo. The actions were filed against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO. We refer to these actions as the California State Actions. The complaints in the California State Actions asserted various claims under the Securities Act. Each of the California State Actions was dismissed for lack of personal jurisdiction in January 2017.
|
•
|
Pending Actions:
|
◦
|
On or about October 31, 2016, a class action with claims substantially similar to the California State Actions was commenced in the Massachusetts Superior Court, Suffolk County, by a different plaintiff (Civ. Action No. 16-3336), alleging claims under Section 11 of the Securities Act against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO, and alleging claims under Section 15 of the Securities Act against the Company and certain of the Company's current and former directors and officers.
|
◦
|
On or about November 30, 2016, a substantially similar class action was commenced in the Massachusetts Superior Court, Suffolk County, by a different plaintiff (Civ. Action No. 16-3670) alleging claims under
|
|
|
|
◦
|
On or about January 24, 2017, a substantially similar class action was commenced in the United States District Court for the Northern District of California (Case No. 3:17-cv-362) alleging the same claims against the same defendants as in the action commenced on November 30, 2016, except that the Section 15 claim was not asserted against the underwriters, and the Section 11 and Section 15 claims were also asserted against certain entities referred to as the Venture Capital Defendants, who are alleged in the complaint to have beneficially owned, directly or indirectly, approximately
51%
of the Company’s stock upon the closing of the IPO. This action is referred to as the California Federal Court Action.
|
◦
|
On or about January 31, 2017, a substantially similar class action was commenced in the United States District Court for the District of Massachusetts (Case No. 1:17-cv-10169) by the same plaintiffs who commenced the California State Court Actions, and one additional plaintiff, alleging claims under Section 11 and 12(a)(2) of the Securities Act against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO, and alleging claims under Section 15 of the Securities Act against certain of the Company's current and former directors and officers. This action is referred to as the Massachusetts Federal Court Action.
|
a.
|
Ordinary shares:
|
b.
|
All ordinary shares, options, exercise prices and loss per share amounts have been adjusted retroactively for all periods presented in these financial statements, to reflect the
17
-to-1 bonus share issuance (equivalent to an
18
-for-1 share split) effected on August 26, 2014.
|
|
|
|
c.
|
Equity raise:
|
d.
|
Share Option Plans:
|
|
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
Number
|
|
Average
exercise
price
|
|
Average
remaining
contractual
life (years) (1)
|
|
Aggregate
intrinsic
value (in
thousands)
|
||||
Options and RSUs outstanding at the beginning of the year
|
1,853,369
|
|
|
6.12
|
|
|
8.37
|
|
17,048
|
|
|
Options granted
|
391,285
|
|
|
9.25
|
|
|
|
|
|
|
|
RSUs granted
|
177,528
|
|
|
—
|
|
|
|
|
|
|
|
Options exercised (2)
|
(104,555
|
)
|
|
$
|
1.29
|
|
|
|
|
|
|
RSUs vested (2)
|
(37,704
|
)
|
|
$
|
—
|
|
|
|
|
|
|
RSUs forfeited
|
(1,487
|
)
|
|
$
|
—
|
|
|
|
|
|
|
Options forfeited
|
(27,422
|
)
|
|
$
|
9.74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options and RSUs outstanding at the end of the year
|
2,251,014
|
|
|
6.47
|
|
|
7.80
|
|
1,740
|
|
|
|
|
|
|
|
|
|
|
||||
Options and RSUs vested and expected to vest
|
2,208,737
|
|
|
6.47
|
|
|
7.79
|
|
1,700
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercisable at the end of the year
|
997,977
|
|
|
5.42
|
|
|
6.89
|
|
939
|
|
(1)
|
Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term.
|
(2)
|
During the fiscal year ended December 31, 2016, the aggregate number of ordinary shares that were issued pursuant to RSUs that became vested and options that were exercised on a net basis was
128,496
ordinary shares.
|
|
|
|
Range of exercise price
|
|
Options and RSUs Outstanding as of December 31, 2016
|
|
Weighted
average
remaining
contractual
life (years) (1)
|
|
Options and RSUs outstanding as of December 31, 2016
|
|
Weighted
average
remaining
contractual
life (years) (1)
|
RSUs only
|
|
226,598
|
|
—
|
|
—
|
|
—
|
$0.82
|
|
34,377
|
|
4.03
|
|
34,377
|
|
4.03
|
$1.32
|
|
342,390
|
|
5.45
|
|
338,145
|
|
5.43
|
$1.48
|
|
403,125
|
|
7.03
|
|
281,243
|
|
7.03
|
$6.80-$8.99
|
|
761,211
|
|
8.93
|
|
195,249
|
|
8.86
|
$9.22-$10.98
|
|
223,056
|
|
9.35
|
|
6,273
|
|
9.27
|
$19.62-$20.97
|
|
260,257
|
|
7.98
|
|
142,690
|
|
7.98
|
|
|
2,251,014
|
|
7.80
|
|
997,977
|
|
6.89
|
(1)
|
Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term.
|
e.
|
Options issued to consultants:
|
Issuance date
|
Options for
shares of
ordinary
share
|
|
Exercise
price
per share
|
|
Options
exercisable
|
|
Exercisable
through
|
||||
|
(number)
|
|
|
|
(number)
|
|
|
||||
March 12, 2007
|
3,454
|
|
|
$
|
—
|
|
|
3,454
|
|
|
March 12, 2017
|
|
|
|
f.
|
Warrants to purchase ordinary shares
|
Issuance date
|
Warrants outstanding
|
|
Exercise
price per warrant |
|
Warrants
exercisable |
|
Exercisable
through |
||||
|
(number)
|
|
|
|
(number)
|
|
|
||||
July 14, 2014 (1)
|
403,804
|
|
|
$
|
10.08
|
|
|
403,804
|
|
|
July 13, 2018
|
December 30, 2015 (2)
|
119,295
|
|
|
$
|
9.64
|
|
|
119,295
|
|
|
See footnote (2)
|
November 1, 2016 (3)
|
2,437,500
|
|
|
$
|
4.75
|
|
|
2,437,500
|
|
|
November 1, 2021
|
December 28, 2016 (4)
|
47,717
|
|
|
$
|
9.64
|
|
|
47,717
|
|
|
See footnote (2)
|
|
3,008,316
|
|
|
|
|
|
3,008,316
|
|
|
|
g.
|
Share-based compensation expense for employees and non-employees:
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of revenues
|
$
|
108
|
|
|
$
|
64
|
|
|
$
|
33
|
|
Research and development, net
|
559
|
|
|
425
|
|
|
4,364
|
|
|||
Sales and marketing, net
|
811
|
|
|
571
|
|
|
275
|
|
|||
General and administrative
|
1,920
|
|
|
1,285
|
|
|
507
|
|
|||
|
|
|
|
|
|
||||||
Total
|
$
|
3,398
|
|
|
$
|
2,345
|
|
|
$
|
5,179
|
|
|
|
|
a.
|
Corporate tax rates in Israel:
|
b.
|
Loss before taxes on income is comprised as follows:
|
c.
|
Taxes on income are comprised as follows:
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current
|
$
|
8
|
|
|
$
|
114
|
|
|
$
|
76
|
|
Deferred
|
(5
|
)
|
|
(61
|
)
|
|
(60
|
)
|
|||
Prior year taxes
|
—
|
|
|
—
|
|
|
29
|
|
|||
|
$
|
3
|
|
|
$
|
53
|
|
|
$
|
45
|
|
d.
|
Deferred income taxes:
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Carry forward tax losses
|
$
|
20,938
|
|
|
$
|
14,961
|
|
Research and development carry forward expenses-temporary differences
|
1,551
|
|
|
1,176
|
|
||
Accrual and reserves
|
223
|
|
|
206
|
|
||
|
|
|
|
||||
Deferred tax assets before valuation allowance
|
22,712
|
|
|
16,343
|
|
||
Valuation allowance
|
(22,560
|
)
|
|
(16,196
|
)
|
||
|
|
|
|
||||
Net deferred tax assets
|
$
|
152
|
|
|
$
|
147
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of year
|
$
|
(16,196
|
)
|
|
$
|
(10,089
|
)
|
|
$
|
(6,219
|
)
|
Changes due to amendments to tax laws and exchange rate differences
|
917
|
|
|
—
|
|
|
—
|
|
|||
Additions during the year
|
(7,281
|
)
|
|
(6,107
|
)
|
|
(3,870
|
)
|
|||
Balance at end of year
|
$
|
(22,560
|
)
|
|
$
|
(16,196
|
)
|
|
$
|
(10,089
|
)
|
|
|
|
e.
|
Reconciliation of the theoretical tax expenses:
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Loss before taxes, as reported in the consolidated statements of operations
|
$
|
(32,500
|
)
|
|
$
|
(25,362
|
)
|
|
$
|
(21,623
|
)
|
|
|
|
|
|
|
||||||
Statutory tax rate
|
25.0
|
%
|
|
26.5
|
%
|
|
26.5
|
%
|
|||
|
|
|
|
|
|
||||||
Theoretical tax benefits on the above amount at the Israeli statutory tax rate
|
$
|
(8,125
|
)
|
|
$
|
(6,721
|
)
|
|
$
|
(5,730
|
)
|
Income tax at rate other than the Israeli statutory tax rate
|
10
|
|
|
16
|
|
|
12
|
|
|||
Non-deductible expenses including equity based compensation expenses and other
|
857
|
|
|
651
|
|
|
1,864
|
|
|||
Operating losses and other temporary differences for which valuation allowance was provided
|
7,281
|
|
|
6,107
|
|
|
3,870
|
|
|||
Other
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||
Taxes in respect of prior years
|
—
|
|
|
—
|
|
|
29
|
|
|||
|
|
|
|
|
|
||||||
Actual tax expense
|
$
|
3
|
|
|
$
|
53
|
|
|
$
|
45
|
|
f.
|
Foreign tax rates:
|
g.
|
Tax benefits under the Law for the Encouragement of Capital Investments, 1959 (the “Investment Law”):
|
|
|
|
h.
|
Tax assessments:
|
i.
|
Net operating carry-forward losses for tax purposes:
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency transactions and other
|
$
|
85
|
|
|
$
|
170
|
|
|
$
|
200
|
|
Financial expenses related to loan agreement with Kreos
|
1,976
|
|
|
—
|
|
|
100
|
|
|||
Bank commissions
|
34
|
|
|
36
|
|
|
36
|
|
|||
Expenses (income) related to hedging transactions
|
(36
|
)
|
|
(18
|
)
|
|
61
|
|
|||
Issuance of warrants to purchase convertible preferred share
|
—
|
|
|
—
|
|
|
835
|
|
|||
Revaluation of fair value of warrants to purchase convertible preferred share
|
—
|
|
|
—
|
|
|
(776
|
)
|
|||
Issuance of convertible preferred shares
|
—
|
|
|
—
|
|
|
1,114
|
|
|||
Issuance cost related to warrants liability
|
—
|
|
|
—
|
|
|
128
|
|
|||
|
$
|
2,059
|
|
|
$
|
188
|
|
|
$
|
1,698
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues based on customer’s location:
|
|
|
|
|
|
||||||
Israel
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
United States
|
3,741
|
|
|
2,439
|
|
|
2,186
|
|
|||
Europe
|
1,144
|
|
|
820
|
|
|
1,254
|
|
|||
Asia-Pacific
|
984
|
|
|
487
|
|
|
511
|
|
|||
|
|
|
|
|
|
||||||
Total revenues
|
$
|
5,869
|
|
|
$
|
3,746
|
|
|
$
|
3,951
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Long-lived assets by geographic region:
|
|
|
|
||||
Israel
|
$
|
476
|
|
|
$
|
605
|
|
United States
|
565
|
|
|
483
|
|
||
Germany
|
217
|
|
|
240
|
|
||
|
|
|
|
||||
|
$
|
1,258
|
|
|
$
|
1,328
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Customer A
|
33.3
|
%
|
|
14.8
|
%
|
|
15.1
|
%
|
|
|
|
Participant:
|
[________]
|
Company
:
|
ReWalk Robotics Ltd.
|
Notice
:
|
You have been granted the following Capital Gain Stock Option to purchase Shares in accordance with the terms of the Plan (the "Option"), this Notice of Option Grant and the Capital Gain Stock Option Award Agreement attached hereto as Schedule A (this Notice of Option Grant, together with the Capital Gain Stock Option Award Agreement, this “Agreement”).
|
Type of Award:
|
Capital Gain Stock Option under Section 102(b)(2) of the Israeli tax Ordinance
|
Plan
:
|
ReWalk Robotics Ltd. 2014 Incentive Compensation Plan
|
Grant:
|
Date of Grant:
[_________]
|
Exercisability
:
|
Subject to the terms of the Plan and this Agreement, you may exercise your Option on and after the dates set forth below in the Vesting Schedule as to that percentage of the Total Number of Shares under the Option as set forth below opposite each such date. You may exercise your Option to purchase any Shares as to which your Option has become exercisable at any time and from time to time until your Option terminates or expires.
|
Date
|
Number
|
[_________]
|
[_________]
|
[_________]
|
[_________]
|
[_________]
|
[_________]
|
[_________]
|
[_________]
|
Total
|
[_________]
|
Expiration Date:
|
Ten years from the Date of Grant, subject to earlier termination as set forth in the Plan and this Agreement.
|
and Agreement:
|
The undersigned Participant acknowledges receipt of, and understands and agrees to, the terms and conditions of this Agreement, the Trust Deed and the Plan, and declares that he or she is familiar with the provisions of Section 102 and the Capital Gains Route. The Participant hereby undertakes not to sell or transfer the Option and /or the underlying Shares prior to the lapse of the Trust Period (as defined below), unless he or she pays all taxes, which may arise in connection with such sale and/or transfer.
|
PARTICIPANT IS ADVISED TO CONSULT WITH HIS/HER OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF RECEIVING AND EXERCISING HIS/HER OPTION OR OF DISPOSING HIS/HER OPTION OR SHARES.
|
Participant:
|
[________]
|
Company:
|
ReWalk Robotics Ltd.
|
Notice:
|
You have been granted the following Nonqualified Stock Option to purchase Shares in accordance with the terms of the Plan, this Notice of Option Grant and the Nonqualified Stock Option Award Agreement attached hereto as Schedule A (this Notice of Option Grant, together with the Nonqualified Stock Option Award Agreement, this “
Agreement
”).
|
Type of Award:
|
Nonqualified Stock Option
|
Plan:
|
ReWalk Robotics Ltd. 2014 Incentive Compensation Plan
|
Grant:
|
Date of Grant
:
[________]
|
Exercisability:
|
Subject to the terms of the Plan and this Agreement, you may exercise your Option on and after the dates set forth below in the Vesting Schedule as to that percentage of the Total Number of Shares Under Option set forth below opposite each such date. You may exercise your Option to purchase any Shares as to which your Option has become exercisable at any time and from time to time until your Option terminates or expires.
|
Date
|
Number
|
[________]
|
[________]
|
[________]
|
[________]
|
[________]
|
[________]
|
[________]
|
[________]
|
Total
|
[________]
|
1.
|
Definitions
. Capitalized terms used but not defined in this Agreement have the meanings set forth in the Plan.
|
|
/s/ Larry Jasinski
|
|
Larry Jasinski
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
/s/ Kevin Hershberger
|
|
Kevin Hershberger
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Larry Jasinski
|
|
Larry Jasinski
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
•
|
the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company
|
|
/s/ Kevin Hershberger
|
|
Kevin Hershberger
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|