x
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QUARTERLY 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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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
x
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Page No.
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March 31,
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December 31,
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||||
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2017
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2016
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||||
ASSETS
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||||
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CURRENT ASSETS
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|
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||||
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||||
Cash and cash equivalents
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$
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17,128
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$
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23,678
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Trade receivable, net
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1,401
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|
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1,254
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||
Prepaid expenses and other current assets
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1,361
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1,291
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Inventory
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3,047
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3,264
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Total current assets
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22,937
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29,487
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||||
LONG-TERM ASSETS
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||||
Other long term assets
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1,220
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1,018
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Property and equipment, net
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1,117
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1,258
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Total long-term assets
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2,337
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|
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2,276
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Total assets
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$
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25,274
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$
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31,763
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March 31,
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December 31,
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||||
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2017
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2016
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||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
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|
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||||
CURRENT LIABILITIES
|
|
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||||
Current maturities of long term loan
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$
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8,386
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|
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$
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7,495
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Trade payables
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2,986
|
|
|
3,424
|
|
||
Employees and payroll accruals
|
706
|
|
|
1,019
|
|
||
Deferred revenues and customers advances
|
132
|
|
|
54
|
|
||
Other current liabilities
|
625
|
|
|
406
|
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Total current liabilities
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12,835
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|
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12,398
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||||
LONG-TERM LIABILITIES
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|
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Long term loan, net of current maturities
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8,492
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|
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10,518
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Deferred revenues
|
333
|
|
|
284
|
|
||
Other long-term liabilities
|
272
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|
|
303
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Total long-term liabilities
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9,097
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|
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11,105
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||
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||||
Total liabilities
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21,932
|
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23,503
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||||
COMMITMENTS AND CONTINGENT LIABILITIES
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Shareholders’ equity:
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||||
Share capital
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|
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Ordinary shares, par value NIS 0.01 per share-Authorized: 250,000,000 shares at March 31, 2017 and December 31, 2016; Issued and outstanding: 16,672,531 and 16,338,257 shares at March 31, 2017 and December 31, 2016, respectively
|
46
|
|
|
45
|
|
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Additional paid-in capital
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116,199
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|
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114,707
|
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Accumulated deficit
|
(112,903
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)
|
|
(106,492
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)
|
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Total shareholders’ equity
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3,342
|
|
|
8,260
|
|
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Total liabilities and shareholders’ equity
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$
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25,274
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|
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$
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31,763
|
|
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Three Months Ended March 31,
|
||||||
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2017
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2016
|
||||
Revenues
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$
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2,499
|
|
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$
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2,061
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Cost of revenues
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1,450
|
|
|
1,568
|
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||
|
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||||
Gross profit
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1,049
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|
493
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||||
Operating expenses:
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|
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|
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Research and development, net
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1,430
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|
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1,695
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Sales and marketing
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3,133
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3,299
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General and administrative
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2,141
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1,914
|
|
||
|
|
|
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||||
Total operating expenses
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6,704
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|
|
6,908
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||
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|
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||||
Operating loss
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(5,655
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)
|
|
(6,415
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)
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Financial expenses, net
|
731
|
|
|
489
|
|
||
|
|
|
|
||||
Loss before income taxes
|
(6,386
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)
|
|
(6,904
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)
|
||
Income taxes
|
14
|
|
|
18
|
|
||
|
|
|
|
||||
Net loss
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$
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(6,400
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)
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$
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(6,922
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)
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|
|
|
|
||||
Net loss per ordinary share, basic and diluted
|
$
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(0.39
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)
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$
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(0.56
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)
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|
|
|
|
||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted
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16,455,257
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|
|
12,323,794
|
|
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Ordinary Share
|
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Additional
paid-in capital |
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Accumulated
deficit |
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Total
shareholders’ equity |
|||||||
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Number
|
|
Amount
|
|
||||||||||
Balance as of January 1, 2016
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12,222,583
|
|
|
33
|
|
|
94,876
|
|
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(73,989
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)
|
|
20,920
|
|
Share-based compensation to employees and non-employees
|
—
|
|
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—
|
|
|
3,398
|
|
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—
|
|
|
3,398
|
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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
|
692,062
|
|
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2
|
|
|
4,097
|
|
|
—
|
|
|
4,099
|
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Issuance of warrants to purchase ordinary shares
|
—
|
|
|
—
|
|
|
1,239
|
|
|
—
|
|
|
1,239
|
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Cashless exercise of warrants into ordinary shares
|
45,116
|
|
|
*)
|
|
|
*)
|
|
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—
|
|
|
—
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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 |
3,250,000
|
|
|
9
|
|
|
11,080
|
|
|
—
|
|
|
11,089
|
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Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,503
|
)
|
|
(32,503
|
)
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance as of December 31, 2016
|
16,338,257
|
|
|
45
|
|
|
114,707
|
|
|
(106,492
|
)
|
|
8,260
|
|
Cumulative effect to stock based compensation from adoption of a new accounting standard
|
—
|
|
|
—
|
|
|
11
|
|
|
(11
|
)
|
|
—
|
|
Share-based compensation to employees and non-employees
|
—
|
|
|
—
|
|
|
851
|
|
|
—
|
|
|
851
|
|
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees
|
26,807
|
|
|
*)
|
|
|
20
|
|
|
—
|
|
|
20
|
|
Issuance of ordinary shares in at-the-market offering, net of issuance expenses in the amount of $88 (1)
|
307,467
|
|
|
1
|
|
|
610
|
|
|
|
|
611
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,400
|
)
|
|
(6,400
|
)
|
Balance as of March 31, 2017
|
16,672,531
|
|
|
46
|
|
|
116,199
|
|
|
(112,903
|
)
|
|
3,342
|
|
*)
|
Represents an amount lower than $1.
|
(1)
|
See Note 7e to the condensed consolidated financial statements
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(6,400
|
)
|
|
$
|
(6,922
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|||
|
|
|
|
||||
Depreciation
|
180
|
|
|
163
|
|
||
Share-based compensation to employees and non- employees
|
851
|
|
|
717
|
|
||
Deferred taxes
|
(47
|
)
|
|
(13
|
)
|
||
Financial expenses related to long term loan
|
33
|
|
|
156
|
|
||
|
|
|
|
||||
Changes in assets and liabilities:
|
|
|
|
|
|||
|
|
|
|
||||
Trade receivables, net
|
(147
|
)
|
|
(295
|
)
|
||
Prepaid expenses and other current and long term assets
|
(225
|
)
|
|
(607
|
)
|
||
Inventories
|
188
|
|
|
(526
|
)
|
||
Trade payables
|
(438
|
)
|
|
378
|
|
||
Employees and payroll accruals
|
(313
|
)
|
|
(82
|
)
|
||
Deferred revenues and advances from customers
|
127
|
|
|
44
|
|
||
Other current and long term liabilities
|
141
|
|
|
50
|
|
||
Net cash used in operating activities
|
(6,050
|
)
|
|
(6,937
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(10
|
)
|
|
(129
|
)
|
||
Net cash used in investing activities
|
(10
|
)
|
|
(129
|
)
|
||
Cash flows from financing activities:
|
|
|
|
|
|||
|
|
|
|
||||
Issuance of ordinary shares upon exercise of options to purchase ordinary shares by employees and non employees
|
20
|
|
|
—
|
|
||
Proceeds from long term loan
|
—
|
|
|
12,000
|
|
||
Debt issuance cost
|
—
|
|
|
(441
|
)
|
||
Repayment of long term loan
|
(1,168
|
)
|
|
(553
|
)
|
||
Issuance of ordinary shares in at-the-market offering, net of issuance expenses paid in the amount of $41 (1)
|
658
|
|
|
—
|
|
||
Net cash provided by (used in) financing activities
|
(490
|
)
|
|
11,006
|
|
||
|
|
|
|
||||
Increase (decrease) in cash and cash equivalents
|
(6,550
|
)
|
|
3,940
|
|
||
Cash and cash equivalents at beginning of period
|
23,678
|
|
|
17,869
|
|
||
Cash and cash equivalents at end of period
|
$
|
17,128
|
|
|
$
|
21,809
|
|
|
|
|
|
||||
Supplemental disclosures of non-cash flow information
|
|
|
|
||||
At-the-market offering expenses not yet paid
|
$
|
47
|
|
|
$
|
—
|
|
Issuance of ordinary shares upon exercise of stock options by employees and non-employees
|
$
|
—
|
|
|
$
|
38
|
|
Classification of inventory to property and equipment, net
|
$
|
29
|
|
|
$
|
—
|
|
|
|
|
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., incorporated under the laws of Delaware on February 15, 2012, and (ii) ReWalk Robotics GMBH. incorporated under the laws of Germany on January 14, 2013.
|
c.
|
During the
three months ended March 31, 2017
, the Company issued and sold
307,467
ordinary shares at an average price of $
2.27
per share under its ATM Offering Program (as defined in Note 7e below). The gross proceeds to the Company were
$699 thousand
, and the net aggregate proceeds after deducting commissions, fees and offering expenses in the amount of $
88 thousand
were $
611 thousand
. As a result, from the inception of the ATM Offering Program in May 2016 until March 31, 2017, the Company has issued and sold
999,529
ordinary shares at an average price of
$5.27
per share under its ATM Offering Program, with gross proceeds of
$5.3 million
, and net aggregate proceeds of
$4.7 million
after deducting commissions, fees and offering expenses in the amount of
$556 thousand
. The Company could raise up to
$25 million
under its ATM Offering Program. See Note 7e below for more information about the Company’s ATM Offering Program.
|
d.
|
The Company depends on
one
contract manufacturer. 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
0%
and
12%
of the Company's total trade payables as of
March 31, 2017
and
December 31, 2016
, respectively.
|
e.
|
On January 9, 2017, the Company announced its plan to reduce total operating expenses in 2017 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.
|
f.
|
The Company has an accumulated deficit in the total amount of
$113 million
as of
March 31, 2017
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.
|
The significant accounting policies applied in the audited consolidated financial statements of the Company as disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 17, 2017, as amended on Form 10-K/A filed with the SEC on April 27, 2017 (the “2016 Form 10-K”), are applied consistently in these unaudited interim condensed consolidated financial statements.
|
b.
|
Recent Accounting Pronouncements:
|
|
|
|
c.
|
Concentrations of Credit Risks:
|
d.
|
Warranty provision
|
|
US Dollars in thousands
|
|
|
Balance at December 31, 2016
|
$
|
498
|
|
Provision
|
117
|
|
|
Usage
|
(88
|
)
|
|
Balance at March 31, 2017
|
$
|
527
|
|
|
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Finished products
|
3,047
|
|
|
3,264
|
|
||
|
$
|
3,047
|
|
|
$
|
3,264
|
|
a.
|
Purchase commitments:
|
b.
|
Royalties:
|
c.
|
Liens:
|
|
|
|
d.
|
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.
|
◦
|
On January 24, 2017, a substantially similar class action was commenced in the United States District Court for the Northern District of California (Case No. 4:17-cv-362) against the same defendants as in the California State Actions plus two “Secondary Offering Defendants” and four “Venture Capital Defendants,” entities that the complaint alleged to have beneficially owned, directly or indirectly, approximately
51%
of the Company’s stock upon the closing of the IPO. This action alleged claims under Section 11 of the Securities Act against all defendants, Section 12 of the Securities Act against all defendants except the Venture Capital Defendants, and Section 15 of the Securities Act against all defendants except the Underwriter Defendants. This action is referred to as the California Federal Court Action. On March 23, 2017, this case was voluntarily dismissed.
|
•
|
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 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.”
|
|
|
|
◦
|
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 four of the same plaintiffs who commenced the California State Court Actions, and two additional plaintiffs, 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.
|
Share option plans:
|
|
|
|
|
|
Three Months Ended March 31,
|
|
|
2016
|
Expected volatility
|
|
60%
|
Risk-free rate
|
|
1.43%-1.60%
|
Dividend yield
|
|
—%
|
Expected term (in years)
|
|
5.31-6.11
|
Share price
|
|
$8.48- $11.88
|
|
Three Months Ended March 31, 2017
|
|||||||||||
|
Number
|
|
Average
exercise
price
|
|
Average
remaining
contractual
life (in years) (1)
|
|
Aggregate
intrinsic
value (in
thousands)
|
|||||
Options and RSUs outstanding at the beginning of the period
|
2,251,014
|
|
|
$
|
6.47
|
|
|
7.80
|
|
$
|
1,740
|
|
Options granted
|
—
|
|
|
—
|
|
|
|
|
|
|
||
RSUs granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options exercised (2)
|
(15,112
|
)
|
|
1.43
|
|
|
|
|
|
|||
RSUs vested (2)
|
(7,363
|
)
|
|
—
|
|
|
|
|
|
|||
RSUs forfeited
|
(24,534
|
)
|
|
—
|
|
|
|
|
|
|
||
Options forfeited
|
(58,894
|
)
|
|
8.52
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||||
Options and RSUs outstanding at the end of the period
|
2,145,111
|
|
|
$
|
6.54
|
|
|
7.36
|
|
$
|
953
|
|
|
|
|
|
|
|
|
|
|||||
Options exercisable at the end of the period
|
1,081,735
|
|
|
$
|
5.57
|
|
|
6.47
|
|
$
|
495
|
|
(1)
|
Calculation of weighted average remaining contractual term does not include RSUs, which have an indefinite contractual term.
|
(2)
|
During the three month period ended
March 31, 2017
, 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
22,475
ordinary shares.
|
|
|
|
Range of exercise price
|
|
Options and RSUs outstanding as of March 31, 2017
|
|
Weighted
average
remaining
contractual
life (years) (1)
|
|
Options exercisable as of March 31, 2017
|
|
Weighted
average
remaining
contractual
life (years) (1)
|
||||
RSUs only
|
|
194,702
|
|
|
—
|
|
|
—
|
|
|
—
|
|
$0.82
|
|
34,377
|
|
|
3.79
|
|
|
34,377
|
|
|
3.79
|
|
$1.32
|
|
336,905
|
|
|
5.10
|
|
|
334,997
|
|
|
5.09
|
|
$1.48
|
|
384,323
|
|
|
6.42
|
|
|
307,132
|
|
|
6.46
|
|
$6.80- $8.99
|
|
720,618
|
|
|
8.49
|
|
|
240,800
|
|
|
8.03
|
|
$9.22- $10.98
|
|
220,056
|
|
|
9.11
|
|
|
14,558
|
|
|
9.03
|
|
$19.62-$20.97
|
|
254,130
|
|
|
7.54
|
|
|
149,871
|
|
|
7.41
|
|
|
|
2,145,111
|
|
|
7.36
|
|
|
1,081,735
|
|
|
6.47
|
|
(1)
|
Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term.
|
|
b.
|
Share-based awards to non-employee consultants:
|
|
c.
|
Warrants to purchase ordinary shares:
|
Issuance date
|
Warrants outstanding
|
|
Exercise
price per warrant |
|
Warrants
exercisable |
|
Contractual term
|
||||
|
(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 (4)
|
|
3,008,316
|
|
|
|
|
3,008,316
|
|
|
|
|
|
|
|
d.
|
Share-based compensation expense for employees and non-employees:
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Cost of revenues
|
$
|
28
|
|
|
$
|
22
|
|
Research and development, net
|
113
|
|
|
113
|
|
||
Sales and marketing, net
|
185
|
|
|
174
|
|
||
General and administrative
|
525
|
|
|
408
|
|
||
Total
|
$
|
851
|
|
|
$
|
717
|
|
|
e.
|
At-the-market offering program:
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Foreign currency transactions and other
|
$
|
(19
|
)
|
|
$
|
19
|
|
Financial expenses related to loan agreement with Kreos
|
739
|
|
|
479
|
|
||
Bank commissions
|
11
|
|
|
9
|
|
||
Income related to hedging transactions
|
—
|
|
|
(18
|
)
|
||
|
$
|
731
|
|
|
$
|
489
|
|
|
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Revenues based on customer’s location :
|
|
|
|
||||
Israel
|
$
|
—
|
|
|
$
|
—
|
|
United States
|
2,099
|
|
|
1,739
|
|
||
Europe
|
400
|
|
|
260
|
|
||
Asia-Pacific
|
—
|
|
|
62
|
|
||
Total revenues
|
$
|
2,499
|
|
|
$
|
2,061
|
|
|
March 31,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Long-lived assets by geographic region (*):
|
|
|
|
||||
Israel
|
$
|
426
|
|
|
$
|
476
|
|
United States
|
498
|
|
|
565
|
|
||
Germany
|
193
|
|
|
217
|
|
||
|
$
|
1,117
|
|
|
$
|
1,258
|
|
|
March 31,
|
|
December 31,
|
||
|
2017
|
|
2016
|
||
Customer A
|
61
|
%
|
|
33
|
%
|
•
|
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;
|
•
|
our management’s conclusion in the notes to our unaudited condensed consolidated financial statements included in this report and to our audited consolidated financial statements for fiscal 2016, and our independent registered public accounting firm’s statement in its opinion relating to our audited consolidated financial statements for fiscal 2016, that there is a substantial doubt as to our ability to continue as a going concern;
|
•
|
our ability to maintain and grow our reputation and the market acceptance of our products;
|
•
|
our ability to achieve reimbursement from third-party payors for our products;
|
•
|
our expectations as to our clinical research program and clinical results;
|
•
|
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 522 post-market surveillance study;
|
•
|
the outcome of ongoing shareholder class action litigation relating to our initial public offering;
|
•
|
our ability to repay our secured indebtedness;
|
•
|
our ability to improve our products and develop new products;
|
•
|
our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others;
|
•
|
our ability to gain and maintain regulatory approvals;
|
•
|
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;
|
•
|
our ability to use effectively the proceeds of our follow-on public offering of ordinary shares and warrants; and,
|
•
|
our ability to maintain relationships with existing customers and develop relationships with new customers.
|
•
|
We placed 37 ReWalk devices during the quarter ended March 31, 2017, of which 26 were placed in the U.S. and 11 in Germany.
|
•
|
14 favorable case by case insurance reimbursement decisions were made.
|
•
|
28 units were ordered by the VA to support its national multi-center trial at VA facilities.
|
•
|
We have set a target to reduce total operating expenses in 2017 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.
|
•
|
During the quarter ended
March 31, 2017
, we sold
307,467
shares generating total net proceeds to the Company of $
611 thousand
(after commissions, fees and expenses) under our ATM Offering Program. For more information, see Note 7e to our unaudited condensed consolidated financial statements set forth in “Part I, Item 1. Financial Statements” above and “Liquidity and Capital Resources” below.
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands, except per share data)
|
||||||
Statements of Operations Data:
|
|
|
|
||||
Revenues
|
$
|
2,499
|
|
|
$
|
2,061
|
|
Cost of revenues
|
1,450
|
|
|
1,568
|
|
||
|
|
|
|
||||
Gross profit
|
1,049
|
|
|
493
|
|
||
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
||
Research and development, net
|
1,430
|
|
|
1,695
|
|
||
Sales and marketing
|
3,133
|
|
|
3,299
|
|
||
General and administrative
|
2,141
|
|
|
1,914
|
|
||
|
|
|
|
||||
Total operating expenses
|
6,704
|
|
|
6,908
|
|
||
|
|
|
|
||||
Operating loss
|
(5,655
|
)
|
|
(6,415
|
)
|
||
Financial expenses, net
|
731
|
|
|
489
|
|
||
Loss before income taxes
|
(6,386
|
)
|
|
(6,904
|
)
|
||
Income taxes
|
14
|
|
|
18
|
|
||
|
|
|
|
||||
Net loss
|
$
|
(6,400
|
)
|
|
$
|
(6,922
|
)
|
|
|
|
|
||||
Net loss per ordinary share, basic and diluted
|
$
|
(0.39
|
)
|
|
$
|
(0.56
|
)
|
|
|
|
|
||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted
|
16,455,257
|
|
|
12,323,794
|
|
|
Three Months Ended March 31,
|
||
|
2017
|
|
2016
|
|
(in thousands, except unit amounts)
|
||
Personal units placed
|
36
|
|
31
|
Rehabilitation units placed
|
1
|
|
1
|
Total units placed
|
37
|
|
32
|
Personal unit revenues
|
$2,423
|
|
$1,971
|
Rehabilitation unit revenues
|
$76
|
|
$90
|
Revenues
|
$2,499
|
|
$2,061
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Gross profit
|
$
|
1,049
|
|
|
$
|
493
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Research and development expenses, net
|
$
|
1,430
|
|
|
$
|
1,695
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Sales and marketing expenses
|
$
|
3,133
|
|
|
$
|
3,299
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
General and administrative
|
$
|
2,141
|
|
|
$
|
1,914
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Financial expenses, net
|
$
|
731
|
|
|
$
|
489
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Income tax
|
$
|
14
|
|
|
$
|
18
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Net cash used in operating activities
|
$
|
(6,050
|
)
|
|
$
|
(6,937
|
)
|
Net cash used in investing activities
|
(10
|
)
|
|
(129
|
)
|
||
Net cash provided by (used in) financing activities
|
(490
|
)
|
|
11,006
|
|
||
Net cash flow
|
$
|
(6,550
|
)
|
|
$
|
3,940
|
|
|
Payments due by period (in dollars, in thousands)
|
||||||||||||||||||
Contractual obligations
|
Total
|
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||||
Purchase obligations (1)
|
$
|
1,464
|
|
|
$
|
1,464
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collaboration Agreement and License Agreement obligations (2)
|
5,442
|
|
|
1,929
|
|
|
2,250
|
|
|
1,263
|
|
|
—
|
|
|||||
Operating lease obligations (3)
|
4,490
|
|
|
609
|
|
|
1,124
|
|
|
1,148
|
|
|
1,609
|
|
|||||
Long-term debt obligations (4)
|
20,382
|
|
|
8,386
|
|
|
11,996
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
31,778
|
|
|
$
|
12,388
|
|
|
$
|
15,370
|
|
|
$
|
2,411
|
|
|
$
|
1,609
|
|
Exhibit Number
|
|
Description
|
10.1
|
|
Agreement and Release between ReWalk Robotics, Inc. and John Hamilton, dated as of January 24, 2017**
|
10.2
|
|
Consultant Agreement between ReWalk Robotics, Inc. and John Hamilton, dated as of January 30, 2017**
|
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 Extension Presentation Linkbase Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Furnished herewith.
|
**
|
Management contract or compensatory plan, contract or arrangement.
|
|
ReWalk Robotics Ltd.
|
|
|
|
|
Date: May 4, 2017
|
By:
|
/s/ Larry Jasinski
|
|
|
Larry Jasinski
|
|
|
Chief Executive Officer
|
|
|
|
Date: May 4, 2017
|
By:
|
/s/ Kevin Hershberger
|
|
|
Kevin Hershberger
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
(b)
|
Employee has the option to elect to continue health and dental insurance coverage in accordance with the provisions of COBRA, or he may elect to enroll in health insurance coverage through an “Exchange” under the Affordable Care Act.
Should Employee elect continuation of coverage either under COBRA or an Exchange, ReWalk will reimburse him in an amount equal to 100% of his health and dental insurance premium payment covering the period from January 27, 2017 through December 31, 2017 or the termination of his Consultant Agreement, whichever comes first. After such period, if Employee has elected COBRA coverage, such medical and dental insurance coverage shall be continued only to the extent required by COBRA and provided that he timely pays the full amount of each COBRA premium payment. If he has elected coverage via the Exchange, his coverage shall continue only to the extent he complies with the requirements set forth by the Exchange with respect to payment of premiums.
|
/s/ Judy Kula
|
1/24/2017
|
|
/s/ John V. Hamilton
|
1/24/2017
|
Witness
|
Date
|
|
John V. Hamilton
|
Date
|
/s/ Judy Kula
|
1/24/2017
|
|
/s/ Larry J. Jasinski
|
1/24/2017
|
Witness
|
Date
|
|
By: Lawrence J. Jasinski
|
Date
|
/s/ Judy Kula
|
|
By: /s/ Larry J. Jasinski
|
|
Witness
|
|
Larry J. Jasinski, CEO
|
|
/s/ Judy Kula
|
|
/s/ John V. Hamilton
|
|
Witness
|
|
John V. Hamilton
|
|
|
/s/ Larry Jasinski
|
|
Larry Jasinski
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
ReWalk Robotics Ltd.
|
|
/s/ Kevin Hershberger
|
|
Kevin Hershberger
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
ReWalk Robotics Ltd.
|
•
|
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)
|
|
ReWalk Robotics Ltd.
|
•
|
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)
|
|
ReWalk Robotics Ltd.
|