Israel | Not applicable | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
3 Hatnufa Street, Floor 6, Yokneam Ilit, Israel | 2069203 | |
(Address of principal executive offices) | (Zip Code) | |
+972.4.959.0123 Registrant's telephone number, including area code Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act |
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Ordinary shares, par value NIS 0.25 | RWLK | Nasdaq Capital Market |
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☐ |
Page No. | ||
2 | ||
4 | ||
4 | ||
4 | ||
6 | ||
7 | ||
8 | ||
9 | ||
• | our expectations regarding future growth, including our ability to increase sales in our existing geographic markets and expand to new markets; |
• | our ability to maintain and grow our reputation and the market acceptance of our |
• | our ability to achieve reimbursement from third-party payors or advance Centers for Medicare & Medicaid Services (“CMS”) coverage for our products, including our ability to successfully submit cases for Medicare coverage through Medicare Administrative Contractors; |
• | our ability to regain and maintain compliance with the continued requirements of the Nasdaq Capital Market and the risk that our ordinary shares will be delisted if we do not comply with such requirements; |
• | our ability to, |
• | |
our ability to have sufficient funds to meet certain future capital requirements, which could impair our efforts to develop and commercialize existing and new products; | |
• | our limited operating history and our ability to leverage our sales, marketing and training infrastructure; |
• | our ability to grow our business through acquisitions of businesses, products or technologies, and the failure to manage acquisitions, or the failure to integrate them with our existing business, which could have a material adverse effect on our business, financial condition, and operating results; |
• | our expectations as to our clinical research program and clinical results; |
• | our ability to obtain certain components of our products from third-party suppliers and our continued access to our product manufacturers; |
• | our ability to improve our products and develop new products; |
• | our compliance with medical device reporting regulations to report adverse events involving our products, which could result in voluntary corrective actions or enforcement actions such as mandatory recalls, and the potential impact of such adverse events on our ability to market and sell our products; |
• | our ability to gain and maintain regulatory approvals and to comply with any post-marketing requests |
• | the risk of a cybersecurity attack or breach of our information technology systems significantly disrupting our business operations; |
• | our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others; |
• | the impact of substantial sales of our shares by certain shareholders on the market price of our ordinary shares; |
• | our ability to use effectively the proceeds of our offerings of securities; |
• | the impact of the market price of our ordinary shares on the determination of whether we are a passive foreign investment company; |
• | the adverse effect that the recent COVID-19 pandemic has had and continues to have on our business and results of operations; |
• | market and other conditions, including the extent to which inflation or global instability may disrupt our business operations or our financial condition or the financial condition of our customers and |
• | other factors discussed in the |
September 30, | December 31, | |||||||
2023 | 2022 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 32,590 | $ | 67,896 | ||||
Trade receivable, net (Net from credit losses of $352 and $26 as of September 30, 2023 and December 31, 2022, respectively) | 3,529 | 1,036 | ||||||
Prepaid expenses and other current assets | 2,254 | 649 | ||||||
Inventories | 6,043 | 2,929 | ||||||
Total current assets | 44,416 | 72,510 | ||||||
LONG-TERM ASSETS | ||||||||
Restricted cash and other long-term assets | 772 | 694 | ||||||
Operating lease right-of-use assets | 2,077 | 836 | ||||||
Property and equipment, net | 1,047 | 196 | ||||||
Intangible assets | 13,369 | - | ||||||
Goodwill | 7,538 | - | ||||||
Total long-term assets | 24,803 | 1,726 | ||||||
Total assets | $ | 69,219 | $ | 74,236 |
June 30, | December 31, | |||||||
2023 | 2022 | |||||||
(unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash and cash equivalents | $ | 58,184 | $ | 67,896 | ||||
Trade receivable, net | 774 | 1,036 | ||||||
Prepaid expenses and other current assets | 1,846 | 649 | ||||||
Inventories | 3,038 | 2,929 | ||||||
Total current assets | 63,842 | 72,510 | ||||||
LONG-TERM ASSETS | ||||||||
Restricted cash and other long-term assets | 689 | 694 | ||||||
Operating lease right-of-use assets | 1,151 | 836 | ||||||
Property and equipment, net | 129 | 196 | ||||||
Total long-term assets | 1,969 | 1,726 | ||||||
Total assets | $ | 65,811 | $ | 74,236 |
September 30, | December 31, | |||||||
2023 | 2022 | |||||||
(unaudited) | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Current maturities of operating leases liability | $ | 1,245 | $ | 564 | ||||
Trade payables | 5,658 | 1,950 | ||||||
Employees and payroll accruals | 1,701 | 1,282 | ||||||
Deferred revenues | 1,611 | 301 | ||||||
Earnout liability | 1,906 | - | ||||||
Other current liabilities | 693 | 685 | ||||||
Total current liabilities | 12,814 | 4,782 | ||||||
LONG-TERM LIABILITIES | ||||||||
Earnout liability | 1,741 | - | ||||||
Deferred revenues | 1,645 | 890 | ||||||
Non-current operating leases liability | 856 | 333 | ||||||
Other long-term liabilities | 387 | 66 | ||||||
Total long-term liabilities | 4,629 | 1,289 | ||||||
Total liabilities | 17,443 | 6,071 | ||||||
COMMITMENTS AND CONTINGENT LIABILITIES | ||||||||
Shareholders’ equity: | ||||||||
Share capital | ||||||||
Ordinary share of NIS 0.25 par value-Authorized: 120,000,000 shares at September 30, 2023 (unaudited) and December 31, 2022; Issued: 64,047,124 and 63,023,506 shares at September 30, 2023 (unaudited) and December 31, 2022, respectively; Outstanding: 60,024,517 and 60,090,298 shares as of September 30, 2023 (unaudited) and December 31, 2022 respectively | 4,481 | 4,489 | ||||||
Additional paid-in capital | 280,742 | 279,857 | ||||||
Treasury Shares at cost, 4,022,607 and 2,933,208 ordinary shares at September 30, 2023 and December 31, 2022 respectively | (3,203 | ) | (2,431 | ) | ||||
Accumulated deficit | (230,244 | ) | (213,750 | ) | ||||
Total shareholders’ equity | 51,776 | 68,165 | ||||||
Total liabilities and shareholders’ equity | $ | 69,219 | $ | 74,236 |
June 30, | December 31, | |||||||
2023 | 2022 | |||||||
(unaudited) | ||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Current maturities of operating leases liability | $ | 616 | $ | 564 | ||||
Trade payables | 2,846 | 1,950 | ||||||
Employees and payroll accruals | 936 | 1,282 | ||||||
Deferred revenues | 435 | 301 | ||||||
Other current liabilities | 609 | 685 | ||||||
Total current liabilities | 5,442 | 4,782 | ||||||
LONG-TERM LIABILITIES | ||||||||
Deferred revenues | 841 | 890 | ||||||
Non-current operating leases liability | 541 | 333 | ||||||
Other long-term liabilities | 13 | 66 | ||||||
Total long-term liabilities | 1,395 | 1,289 | ||||||
Total liabilities | 6,837 | 6,071 | ||||||
COMMITMENTS AND CONTINGENT LIABILITIES | ||||||||
Shareholders’ equity: | ||||||||
Share capital | ||||||||
Ordinary share of NIS 0.25 par value-Authorized: 120,000,000 shares at June 30, 2023 and December 31, 2022; Issued: 63,368,746 and 63,023,506 shares at June 30, 2023 and December 31, 2022, respectively; Outstanding: 59,346,139 and 60,090,298 shares as of June 30, 2023 and December 31, 2022 respectively | 4,435 | 4,489 | ||||||
Additional paid-in capital | 280,455 | 279,857 | ||||||
Treasury Shares at cost, 4,022,607 and 2,933,208 ordinary shares at June 30, 2023 and December 31, 2022 respectively | (3,203 | ) | (2,431 | ) | ||||
Accumulated deficit | (222,713 | ) | (213,750 | ) | ||||
Total shareholders’ equity | 58,974 | 68,165 | ||||||
Total liabilities and shareholders’ equity | $ | 65,811 | $ | 74,236 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues | $ | 4,403 | $ | 886 | $ | 6,970 | $ | 3,332 | ||||||||
Cost of revenues | 3,540 | 665 | 4,960 | 2,100 | ||||||||||||
Gross profit | 863 | 221 | 2,010 | 1,232 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development, net | 1,262 | 1,065 | 2,830 | 2,928 | ||||||||||||
Sales and marketing | 4,088 | 2,588 | 9,076 | 7,119 | ||||||||||||
General and administrative | 3,455 | 2,001 | 7,579 | 5,282 | ||||||||||||
Total operating expenses | 8,805 | 5,654 | 19,485 | 15,329 | ||||||||||||
Operating loss | (7,942 | ) | (5,433 | ) | (17,475 | ) | (14,097 | ) | ||||||||
Financial (expenses) income, net | 411 | (1 | ) | 1,047 | (69 | ) | ||||||||||
Loss before income taxes | (7,531 | ) | (5,434 | ) | (16,428 | ) | (14,166 | ) | ||||||||
Taxes on income | - | 26 | 66 | 90 | ||||||||||||
Net loss | $ | (7,531 | ) | $ | (5,460 | ) | $ | (16,494 | ) | $ | (14,256 | ) | ||||
Net loss per ordinary share, basic and diluted | $ | (0.13 | ) | $ | (0.09 | ) | $ | (0.28 | ) | $ | (0.23 | ) | ||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted | 59,798,413 | 62,793,847 | 59,509,781 | 62,611,580 |
Ordinary Shares | Additional paid-in | Treasury | Accumulated | Total shareholders’ | ||||||||||||||||||||
Number | Amount | capital | Shares | deficit | equity | |||||||||||||||||||
Balance as of June 30, 2022 | 62,678,308 | 4,675 | 279,215 | - | (202,977 | ) | 80,913 | |||||||||||||||||
Share-based compensation to employees and non-employees | - | - | 320 | - | - | 320 | ||||||||||||||||||
Issuance of ordinary shares upon vesting of employees and non-employees RSUs | 223,637 | 16 | (16 | ) | - | - | - | |||||||||||||||||
Treasury Shares at cost | (184,629 | ) | (13 | ) | - | (170 | ) | (183 | ) | |||||||||||||||
Net loss | - | - | - | - | (5,460 | ) | (5,460 | ) | ||||||||||||||||
Balance as of September 30, 2022 | 62,717,316 | 4,678 | 279,519 | (170 | ) | (208,437 | ) | 75,590 | ||||||||||||||||
Balance as of June 30, 2023 | 59,346,139 | 4,435 | 280,455 | (3,203 | ) | (222,713 | ) | 58,974 | ||||||||||||||||
Share-based compensation to employees and non-employees | - | - | 333 | - | - | 333 | ||||||||||||||||||
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees | 678,378 | 46 | (46 | ) | - | - | - | |||||||||||||||||
Net loss | - | - | - | - | (7,531 | ) | (7,531 | ) | ||||||||||||||||
Balance as of September 30, 2023 | 60,024,517 | 4,481 | 280,742 | (3,203 | ) | (230,244 | ) | 51,776 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues | $ | 1,337 | $ | 1,570 | $ | 2,567 | $ | 2,446 | ||||||||
Cost of revenues | 761 | 824 | 1,420 | 1,435 | ||||||||||||
Gross profit | 576 | 746 | 1,147 | 1,011 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development, net | 816 | 956 | 1,568 | 1,863 | ||||||||||||
Sales and marketing | 2,504 | 2,347 | 4,988 | 4,531 | ||||||||||||
General and administrative | 2,414 | 1,819 | 4,124 | 3,281 | ||||||||||||
Total operating expenses | 5,734 | 5,122 | 10,680 | 9,675 | ||||||||||||
Operating loss | (5,158 | ) | (4,376 | ) | (9,533 | ) | (8,664 | ) | ||||||||
Financial (expenses) income, net | 558 | (44 | ) | 636 | (68 | ) | ||||||||||
Loss before income taxes | (4,600 | ) | (4,420 | ) | (8,897 | ) | (8,732 | ) | ||||||||
Taxes on income | 42 | 26 | 66 | 64 | ||||||||||||
Net loss | $ | (4,642 | ) | $ | (4,446 | ) | $ | (8,963 | ) | $ | (8,796 | ) | ||||
Net loss per ordinary share, basic and diluted | $ | (0.08 | ) | $ | (0.07 | ) | $ | (0.15 | $ | (0.14 | ) | |||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted | 59,515,410 | 62,544,467 | 59,515,289 | 62,519,063 |
Ordinary Shares | Additional paid-in | Treasury | Accumulated | Total shareholders’ | ||||||||||||||||||||
Number | Amount | capital | Shares | deficit | equity | |||||||||||||||||||
Balance as of December 31, 2021 | 62,480,163 | 4,661 | 278,903 | - | (194,181 | ) | 89,383 | |||||||||||||||||
Share-based compensation to employees and non-employees | - | - | 646 | - | - | 646 | ||||||||||||||||||
Issuance of ordinary shares upon vesting of employees and non-employees RSUs | 421,782 | 30 | (30 | ) | - | - | - | |||||||||||||||||
Treasury Shares at cost | (184,629 | ) | (13 | ) | - | (170 | ) | - | (183 | ) | ||||||||||||||
Net loss | - | - | - | - | (14,256 | ) | (14,256 | ) | ||||||||||||||||
Balance as of September 30, 2022 | 62,717,316 | 4,678 | 279,519 | (170 | ) | (208,437 | ) | 75,590 | ||||||||||||||||
Balance as of December 31, 2022 | 60,090,298 | 4,489 | 279,857 | (2,431 | ) | (213,750 | ) | 68,165 | ||||||||||||||||
Share-based compensation to employees and non-employees | - | - | 955 | - | - | 955 | ||||||||||||||||||
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees | 1,023,618 | 70 | (70 | ) | - | - | - | |||||||||||||||||
Treasury shares at cost | (1,089,399 | ) | (78 | ) | - | (772 | ) | - | (850 | ) | ||||||||||||||
Net loss | - | - | - | - | (16,494 | ) | (16,494 | ) | ||||||||||||||||
Balance as of September 30, 2023 | 60,024,517 | 4,481 | 280,742 | (3,203 | ) | (230,244 | ) | 51,776 |
Ordinary Shares | Additional paid-in | Treasury | Accumulated | Total shareholders’ | ||||||||||||||||||||
Number | Amount | capital | Shares | deficit | equity | |||||||||||||||||||
Balance as of March 31, 2022 | 62,508,517 | $ | 4,663 | $ | 279,054 | $ | - | $ | (198,531 | ) | $ | 85,186 | ||||||||||||
Share-based compensation to employees and non-employees | - | - | 173 | - | - | 173 | ||||||||||||||||||
Issuance of ordinary shares upon vesting of employees and non-employees RSUs | 169,791 | 12 | (12 | ) | - | - | - | |||||||||||||||||
Net loss | - | - | - | - | (4,446 | ) | (4,446 | ) | ||||||||||||||||
Balance as of June 30, 2022 | 62,678,308 | $ | 4,675 | $ | 279,215 | $ | - | $ | (202,977 | ) | $ | 80,913 | ||||||||||||
Balance as of March 31, 2023 | 59,482,004 | $ | 4,445 | $ | 280,152 | $ | (3,007 | ) | $ | (218,071 | ) | $ | 63,519 | |||||||||||
Treasury shares at cost | (359,049 | ) | (25 | ) | - | (196 | ) | - | (221 | ) | ||||||||||||||
Share-based compensation to employees and non-employees | - | - | 318 | - | - | 318 | ||||||||||||||||||
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees | 223,184 | 15 | (15 | ) | - | - | - | |||||||||||||||||
Net loss | (4,642 | ) | (4,642 | ) | ||||||||||||||||||||
Balance as of June 30, 2023 | 59,346,139 | $ | 4,435 | $ | 280,455 | $ | (3,203 | ) | $ | (222,713 | ) | $ | 58,974 |
Nine Months Ended September 30, | ||||||||
2023 | 2022 | |||||||
Cash flows used in operating activities: | ||||||||
Net loss | $ | (16,494 | ) | $ | (14,256 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 898 | 161 | ||||||
Share-based compensation | 955 | 646 | ||||||
Remeasurement of earn out liability | 40 | - | ||||||
Deferred taxes | - | 2 | ||||||
Interest income | (13) | - | ||||||
Exchange rate fluctuations | 24 | 182 | ||||||
Changes in assets and liabilities: | ||||||||
Trade receivables, net | (720 | ) | 138 | |||||
Prepaid expenses, operating lease right-of-use assets and other assets | (849 | ) | (115 | ) | ||||
Inventories | (480 | ) | (550 | ) | ||||
Trade payables | 1,895 | 524 | ||||||
Employees and payroll accruals | (347 | ) | (153 | ) | ||||
Deferred revenues | (23 | ) | (5 | ) | ||||
Operating lease liabilities and other liabilities | (1,069 | ) | (552 | ) | ||||
Net cash used in operating activities | (16,183 | ) | (13,978 | ) | ||||
Cash flows used in investing activities: | ||||||||
Purchase of property and equipment | (2 | ) | (25 | ) | ||||
Acquisition of a business, net of cash acquired | (18,068 | ) | - | |||||
Net cash used in investing activities | (18,070 | ) | (25 | ) | ||||
Cash flows from financing activities: | ||||||||
Purchase of treasury shares | (992 | ) | (183 | ) | ||||
Net cash used in financing activities | (992 | ) | (183 | ) | ||||
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash | (24 | ) | (182 | ) | ||||
Decrease in cash, cash equivalents, and restricted cash | (35,269 | ) | (14,368 | ) | ||||
Cash, cash equivalents, and restricted cash at beginning of period | 68,555 | 89,050 | ||||||
Cash, cash equivalents, and restricted cash at end of period | $ | 33,286 | $ | 74,682 | ||||
Supplemental disclosures of non-cash flow information | ||||||||
Classification of other current assets to property and equipment, net | $ | - | $ | 22 | ||||
Classification of inventory to property and equipment, net | $ | 194 | $ | 67 | ||||
Classification of property and equipment, net to inventory | $ | 39 | $ | - | ||||
ROU assets obtained from new lease liabilities | $ | 513 | $ | - | ||||
Supplemental cash flow information: | ||||||||
Cash and cash equivalents | $ | 32,590 | $ | 74,027 | ||||
Restricted cash included in other long-term assets | 696 | 655 | ||||||
Total Cash, cash equivalents, and restricted cash | $ | 33,286 | $ | 74,682 |
Ordinary Shares | Additional | Treasury | Accumulated | Total shareholders’ | ||||||||||||||||||||
Number | Amount | capital | Shares | deficit | equity | |||||||||||||||||||
Balance as of December 31, 2021 | 62,480,163 | $ | 4,661 | $ | 278,903 | $ | - | $ | (194,181 | ) | $ | 89,383 | ||||||||||||
Share-based compensation to employees and non-employees | - | - | 326 | - | - | 326 | ||||||||||||||||||
Issuance of ordinary shares upon vesting of employees and non-employees RSUs | 198,145 | 14 | (14 | ) | - | - | - | |||||||||||||||||
Net loss | - | - | - | - | (8,796 | ) | (8,796 | ) | ||||||||||||||||
Balance as of June 30, 2022 | 62,678,308 | $ | 4,675 | $ | 279,215 | $ | - | $ | (202,977 | ) | $ | 80,913 | ||||||||||||
| ||||||||||||||||||||||||
Balance as of December 31, 2022 | 60,090,298 | $ | 4,489 | $ | 279,857 | $ | (2,431 | ) | $ | (213,750 | ) | $ | 68,165 | |||||||||||
Treasury shares at cost | (1,089,399 | ) | (78 | ) | - | (772 | ) | - | (850 | ) | ||||||||||||||
Share-based compensation to employees and non-employees | - | - | 622 | - | - | 622 | ||||||||||||||||||
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees | 345,240 | 24 | (24 | ) | - | - | - | |||||||||||||||||
Net loss | - | - | - | - | (8,963 | ) | (8,963 | ) | ||||||||||||||||
Balance as of June 30, 2023 | 59,346,139 | $ | 4,435 | $ | 280,455 | $ | (3,203 | ) | $ | (222,713 | ) | $ | 58,974 |
REWALK ROBOTICS LTD. AND SUBSIDIARIES
Six Months Ended June 30, | ||||||||
2023 | 2022 | |||||||
Cash flows used in operating activities: | ||||||||
Net loss | $ | (8,963 | ) | $ | (8,796 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation | 67 | 110 | ||||||
Share-based compensation | 622 | 326 | ||||||
Deferred taxes | - | (7 | ) | |||||
Exchange rate fluctuations | (5 | ) | 164 | |||||
Interest income | (10 | ) | - | |||||
Changes in assets and liabilities: | ||||||||
Trade receivables, net | 262 | (281 | ) | |||||
Prepaid expenses, operating lease right-of-use assets and other assets | (875 | ) | (183 | ) | ||||
Inventories | (421 | ) | (228 | ) | ||||
Trade payables | 890 | 168 | ||||||
Employees and payroll accruals | (346 | ) | (177 | ) | ||||
Deferred revenues | 85 | (37 | ) | |||||
Operating lease liabilities and other liabilities | (45 | ) | (436 | ) | ||||
Net cash used in operating activities | (8,739 | ) | (9,377 | ) | ||||
Cash flows used in investing activities: | ||||||||
Purchase of property and equipment | - | (18 | ) | |||||
Net cash used in investing activities | - | (18 | ) | |||||
Cash flows from financing activities: | ||||||||
Purchase of treasury shares | (986 | ) | - | |||||
Net cash used in financing activities | (986 | ) | - | |||||
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash | 5 | (164 | ) | |||||
Decrease in cash, cash equivalents, and restricted cash | (9,720 | ) | (9,559 | ) | ||||
Cash, cash equivalents, and restricted cash at beginning of period | 68,555 | 89,050 | ||||||
Cash, cash equivalents, and restricted cash at end of period | $ | 58,835 | $ | 79,491 | ||||
Supplemental disclosures of non-cash flow information | ||||||||
Classification of inventory to property and equipment, net | $ | - | $ | 67 | ||||
Classification of other current assets to property and equipment, net | $ | - | $ | 22 | ||||
Other payables related to shares re-purchase | $ | 6 | $ | - | ||||
ROU assets obtained from new lease liabilities | $ | 513 | $ | - | ||||
Supplemental cash flow information: | ||||||||
Cash and cash equivalents | $ | 58,184 | $ | 78,832 | ||||
Restricted cash included in other long-term assets | 651 | 659 | ||||||
Total Cash, cash equivalents, and restricted cash | $ | 58,835 | $ | 79,491 |
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
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 |
c. | The Company is a medical device company that is designing, developing, and commercializing innovative technologies that enable mobility and wellness in rehabilitation and daily life for individuals with physical and neurological conditions. The Company’s initial product offerings were the ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury |
9
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
9
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
d. | As of |
10
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
a. | Business Combinations |
b. | Goodwill and Other Intangibles |
11
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
c. | Fair Value Measurements |
Fair value measurements as of | ||||||||||
Description | Fair Value Hierarchy | September 30, 2023 | December 31, 2022 | |||||||
Financial assets: | ||||||||||
Money market funds included in cash and cash equivalent | Level 1 | $ | 2,507 | $ | - | |||||
Treasury bills included in cash and cash equivalent | Level 1 | 2,507 | - | |||||||
Total Assets Measured at Fair Value | $ | 5,014 | $ | - | ||||||
Financial Liabilities: | ||||||||||
Earnout | Level 3 | $ | 3,647 | $ | - | |||||
Total liabilities measured at fair value | $ | 3,647 | $ | - |
12
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Earnout | ||||
Initial Measurement (August 11, 2023) | $ | 3,607 | ||
Change in fair value | 40 | |||
Balance September 30, 2023 | $ | 3,647 |
d. | Revenue Recognition |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Units placed | $ | 1,187 | $ | 1,457 | $ | 2,313 | $ | 2,235 | ||||||||
Spare parts and warranties | 150 | 113 | 254 | 211 | ||||||||||||
Total Revenues | $ | 1,337 | $ | 1,570 | $ | 2,567 | $ | 2,446 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Product | $ | 3,632 | $ | 484 | $ | 5,563 | $ | 2,377 | ||||||||
Rental | 303 | 267 | 685 | 609 | ||||||||||||
Service and warranty | 468 | 135 | 722 | 346 | ||||||||||||
Total Revenues | $ | 4,403 | $ | 886 | $ | 6,970 | $ | 3,332 |
13
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
11
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
14
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, | December 31, | September 30, | December 31, | |||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Trade receivable, net of credit losses (1) | $ | 774 | $ | 1,036 | $ | 3,529 | $ | 1,036 | ||||||||
Deferred revenues (1) (2) | $ | 1,276 | $ | 1,191 | $ | 3,256 | $ | 1,191 |
(1) | Balance presented net of unrecognized revenues that were not yet collected. |
(2) | During the |
1215
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Concentrations of Credit Risks: The below table reflects the concentration of credit risk for the Company’s current customers as of September 30, 2023, to which substantial sales were made: |
September 30, | December 31, | |||||||
2023 | 2022 | |||||||
Customer A | * | ) | 27 | % | ||||
Customer B | * | ) | 13 | % | ||||
Customer C | - | 13 | % | |||||
Customer D | - | 11 | % |
*) Less than 10% |
The allowance for credit losses is based on the Company’s assessment of the collectability of accounts. The Company regularly assessed collectability based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and future expected economic conditions. Trade receivables deemed uncollectable are charged against the allowance for credit losses when identified. As of September 30, 2023, and December 31, 2022, trade receivables are presented net of allowance for credit losses in the amount of $352 thousand and $26 thousand, respectively. |
Warranty provision |
US Dollars in | ||||
Balance at December 31, 2022 | $ | 92 | ||
Provision | 139 | |||
Usage | (156 | ) | ||
Balance at June 30, 2023 | $ | 75 |
US Dollars in thousands | ||||
Balance at December 31, 2022 | $ | 92 | ||
AGI acquisition – see note 5 | 535 | |||
Provision | 271 | |||
Usage | (285 | ) | ||
Balance at September 30, 2023 | $ | 613 |
g. | Basic and diluted net loss per ordinary share: Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of ordinary shares and warrants outstanding would have been anti-dilutive. For the nine months ended September 30, 2023 and 2022, the total number of ordinary shares related to the outstanding warrants and share option plans aggregated to 19,463,658 and 19,464,888, respectively, was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect. |
1316
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
New Accounting Pronouncements |
i. | Financial Instruments |
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 4:INVENTORIES
June 30, | December 31, | September 30, | December 31, | |||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Finished products | $ | 2,511 | $ | 2,421 | $ | 3,805 | $ | 2,421 | ||||||||
Raw materials | 527 | 508 | 2,238 | 508 | ||||||||||||
$ | 3,038 | $ | 2,929 | $ | 6,043 | $ | 2,929 |
NOTE 5:BUSINESS COMBINATION
Cash | $ | 18,493 | ||
Earnout payments | $ | 3,607 | ||
Total consideration | $ | 22,100 |
17
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Cash and cash equivalent | $ | 478 | ||
Restricted cash | 51 | |||
Accounts receivable | 1,773 | |||
Inventory | 3,330 | |||
Prepaid expenses and other current assets | 470 | |||
Right of use asset | 1,151 | |||
Property and equipment, net | 827 | |||
Other non-current assets | 30 | |||
Goodwill | 7,538 | |||
Intangible assets | 14,133 | |||
Accounts payable | (2,082 | ) | ||
Accrued compensation | (766 | ) | ||
Other accrued liabilities | (1,059 | ) | ||
Deferred revenue | (2,088 | ) | ||
Warranty Obligations | (535 | ) | ||
Leases Liability | (1,151 | ) | ||
Total purchase consideration | $ | 22,100 |
Estimated Fair Value | Estimated Useful Life (Years) | |||||||
Trademark | $ | 795 | 3 | |||||
Technology | 6,161 | 4 | ||||||
Customer relationship - Warranty | 201 | 2 | ||||||
Customer relationship - Rental | 2,102 | 4 | ||||||
Customer relationship - Distribution | 4,578 | 5 | ||||||
Backlog | 296 | 1 |
18
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues | $ | 5,920 | $ | 6,403 | $ | 18,041 | $ | 18,146 | ||||||||
Net loss | $ | (6,422 | ) | $ | (5,785 | ) | $ | (16,042 | ) | $ | (20,729 | ) |
19
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
September 30, 2023 | ||||||||||||
Cost | Accumulated Amortization | Intangible Assets, Net | ||||||||||
Trademark | 795 | (37 | ) | 758 | ||||||||
Technology | 6,161 | (215 | ) | 5,946 | ||||||||
Customer relationship - Warranty | 201 | (14 | ) | 187 | ||||||||
Customer relationship - Rental | 2,102 | (74 | ) | 2,028 | ||||||||
Customer relationship - Distribution | 4,578 | (128 | ) | 4,450 | ||||||||
Backlog | 296 | (296 | ) | - | ||||||||
Total Amortized Intangible Assets | 14,133 | (764 | ) | 13,369 |
Fiscal 2023 (period remaining) | $ | 844 | ||
Fiscal 2024 | 3,347 | |||
Fiscal 2025 | 3,307 | |||
Fiscal 2026 | 3,143 | |||
Fiscal 2027 | 2,172 | |||
Fiscal 2028 | 556 | |||
Total | 13,369 |
20 REWALK ROBOTICS LTD. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) 21 REWALK ROBOTICS LTD. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)5: 7:COMMITMENTS AND CONTINGENT LIABILITIES a. JuneSeptember 30, 2023, non-cancelable outstanding obligations amounted to approximately $1.8$2.2 million. b. (i) (ii) $23$26 thousand as of JuneSeptember 30, 2023.Company'sCompany’s condensed consolidated balance sheets as of JuneSeptember 30, 2023 are as follows (in thousands): $196$269 thousand and $184$175 thousand for the three months ended JuneSeptember 30, 2023, and 2022, respectively. For the sixnine months ended JuneSeptember 30, 2023, and 2022, the lease expense was $388$657 thousand and $363$538 thousand, respectively.15REWALK ROBOTICS LTD. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) c. Royalties:RoyaltiesJuneSeptember 30, 2023, the Company received funding from the IIA in the total amount of $2.4 million. Out of the $2.4 million in funding from the IIA, a total amount of $1.6 million were royalty-bearing grants, $400 thousand was received in consideration of 209 convertible preferred A shares, which converted after the Company’s initial public offering in September 2014 into ordinary shares in a conversion ratio of 1 to 1, while $430$450 thousand was received without future obligation. The Company is obligated to pay royalties to the IIA, amounting to 3% of the sales of the products and other related revenues generated from such projects, up to 100% of the grants received. The royalty payment obligations also bear interest at the LIBOR rate. The obligation to pay these royalties is contingent on actual sales of the applicable products and in the absence of such sales, no payment is required.Additionally, the License Agreement requires the Company to pay Harvard royalties on net sales, see Note 6 below for more information about the Collaboration Agreement and the License Agreement.JuneSeptember 30, 2023, the Company paid royalties to the IIA in the total amount of $110 thousand.royaltiesroyalty payments for the three and sixnine months ended JuneSeptember 30, 2023 and $1$3 thousand for the three months ended JuneSeptember 30, 2022. For the sixnine months ended JuneSeptember 30, 2022, the royaltiesroyalty expenses were $4$7 thousand.JuneSeptember 30, 2023, the contingent liability to the IIA amounted to $1.6 million. The Israeli Research and Development Law provides that know-how developed under an approved research and development program may not be transferred to third parties without the approval of the IIA.16AGI earns royalties under a license agreement with a third party and are recognized as earned. Royalty revenues totaled $31 thousand for the period ended September 30, 2023.REWALK ROBOTICS LTD. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) d. $652$696 thousand has been pledged as security in respect of a guarantee granted to a third party. Such deposit cannot be pledged to others or withdrawn without the consent of such third party. e.
22
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
17
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
a. | Share option plans: |
Number | Average exercise price | Average remaining contractual life (in years) | Aggregate intrinsic value (in thousands) | Number | Average exercise price | Average remaining contractual life (in years) | Aggregate intrinsic value (in thousands) | |||||||||||||||||||||||||
Options outstanding as of December 31, 2022 | 43,994 | $ | 41.27 | 4.39 | $ | - | 43,994 | $ | 41.27 | 4.39 | $ | - | ||||||||||||||||||||
Granted | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Exercised | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Forfeited | (888 | ) | 36.99 | - | - | (1,230 | ) | 35.86 | - | - | ||||||||||||||||||||||
Options outstanding as of June 30, 2023 | 43,106 | $ | 41.35 | 3.96 | $ | - | ||||||||||||||||||||||||||
Options outstanding as of September 30, 2023 | 42,764 | $ | 41.42 | 3.74 | $ | - | ||||||||||||||||||||||||||
Options exercisable as of June 30, 2023 | 43,106 | $ | 41.35 | 3.96 | $ | - | ||||||||||||||||||||||||||
Options exercisable as of September 30, 2023 | 42,764 | $ | 41.42 | 3.74 | $ | - |
1823
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Number of shares underlying outstanding RSUs | Weighted average grant date fair value | Number of shares underlying outstanding RSUs | Weighted average grant date fair value | |||||||||||||
Unvested RSUs as of December 31, 2022 | 2,755,057 | $ | 1.16 | 2,755,057 | $ | 1.16 | ||||||||||
Granted | 1,415,000 | 0.60 | 2,225,475 | 0.67 | ||||||||||||
Vested | (345,240 | ) | 1.26 | (1,023,618 | ) | 1.14 | ||||||||||
Forfeited | (96,688 | ) | 1.19 | (110,438 | ) | 1.16 | ||||||||||
Unvested RSUs as of June 30, 2023 | 3,728,129 | $ | 0.92 | |||||||||||||
Unvested RSUs as of September 30, 2023 | 3,846,476 | $ | 0.87 |
Range of exercise price | Options and RSUs outstanding as of June 30, 2023 | Weighted average remaining contractual life (years) (1) | Options outstanding and exercisable as of June 30, 2023 | Weighted average remaining contractual life (years) (1) | Options and RSUs outstanding as of September 30, 2023 | Weighted average remaining contractual life (years) (1) | Options outstanding and exercisable as of September 30, 2023 | Weighted average remaining contractual life (years) (1) | |||||||||||||||||||||
RSUs only | 3,728,129 | - | - | - | 3,846,476 | - | - | - | |||||||||||||||||||||
$5.37 | 12,425 | 5.75 | 12,425 | 5.75 | 12,425 | 5.49 | 12,425 | 5.49 | |||||||||||||||||||||
$20.42 - $33.75 | 13,285 | 4.73 | 13,285 | 4.73 | 12,943 | 4.6 | 12,943 | 4.6 | |||||||||||||||||||||
$37.14 - $38.75 | 8,090 | 0.48 | 8,090 | 0.48 | 8,090 | 0.23 | 8,090 | 0.23 | |||||||||||||||||||||
$50 - $52.50 | 6,731 | 3.97 | 6,731 | 3.97 | 6,731 | 3.72 | 6,731 | 3.72 | |||||||||||||||||||||
$182.5 - $524 | 2,575 | 2.35 | 2,575 | 2.35 | 2,575 | 2.1 | 2,575 | 2.1 | |||||||||||||||||||||
3,771,235 | 3.96 | 43,106 | 3.96 | 3,889,240 | 3.74 | 42,764 | 3.74 |
(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: |
1924
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
c. | Treasury shares: |
d. | Warrants to purchase ordinary shares: The following table summarizes information about warrants outstanding and exercisable that were classified as equity as of September 30, 2023: |
Issuance date | Warrants outstanding | Exercise price per warrant | Warrants outstanding and exercisable | Contractual term | |||||||||
(number) | (number) | ||||||||||||
December 31, 2015 (1) | 4,771 | $ | 7.500 | 4,771 | See footnote (1) | ||||||||
December 28, 2016 (2) | 1,908 | $ | 7.500 | 1,908 | See footnote (1) | ||||||||
November 20, 2018 (3) | 126,839 | $ | 7.500 | 126,839 | November 20, 2023 | ||||||||
November 20, 2018 (4) | 106,680 | $ | 9.375 | 106,680 | November 15, 2023 | ||||||||
February 25, 2019 (5) | 45,600 | $ | 7.187 | 45,600 | February 21, 2024 | ||||||||
April 5, 2019 (6) | 408,457 | $ | 5.140 | 408,457 | October 7, 2024 | ||||||||
April 5, 2019 (7) | 49,015 | $ | 6.503 | 49,015 | April 3, 2024 | ||||||||
June 5, 2019, and June 6, 2019 (8) | 1,464,665 | $ | 7.500 | 1,464,665 | June 5, 2024 | ||||||||
June 5, 2019 (9) | 87,880 | $ | 9.375 | 87,880 | June 5, 2024 | ||||||||
June 12, 2019 (10) | 416,667 | $ | 6.000 | 416,667 | December 12, 2024 | ||||||||
June 10, 2019 (11) | 50,000 | $ | 7.500 | 50,000 | June 10, 2024 | ||||||||
February 10, 2020 (12) | 28,400 | $ | 1.250 | 28,400 | February 10, 2025 | ||||||||
February 10, 2020 (13) | 105,840 | $ | 1.563 | 105,840 | February 10, 2025 | ||||||||
July 6, 2020 (14) | 448,698 | $ | 1.760 | 448,698 | January 2, 2026 | ||||||||
July 6, 2020 (15) | 296,297 | $ | 2.278 | 296,297 | January 2, 2026 | ||||||||
December 8, 2020 (16) | 586,760 | $ | 1.340 | 586,760 | June 8, 2026 | ||||||||
December 8, 2020 (17) | 108,806 | $ | 1.792 | 108,806 | June 8, 2026 | ||||||||
February 26, 2021 (18) | 5,460,751 | $ | 3.600 | 5,460,751 | August 26, 2026 | ||||||||
February 26, 2021 (19) | 655,290 | $ | 4.578 | 655,290 | August 26, 2026 | ||||||||
September 29, 2021 (20) | 8,006,759 | $ | 2.000 | 8,006,759 | March 29, 2027 | ||||||||
September 29, 2021 (21) | 960,811 | $ | 2.544 | 960,811 | September 27, 2026 | ||||||||
19,420,894 | 19,420,894 |
2025
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Issuance date | Warrants outstanding | Exercise price per warrant | Warrants outstanding and exercisable | Contractual term | |||||||||
(number) | (number) | ||||||||||||
December 31, 2015 (1) | 4,771 | $ | 7.500 | 4,771 | See footnote (1) | ||||||||
December 28, 2016 (2) | 1,908 | $ | 7.500 | 1,908 | See footnote (1) | ||||||||
November 20, 2018 (3) | 126,839 | $ | 7.500 | 126,839 | November 20, 2023 | ||||||||
November 20, 2018 (4) | 106,680 | $ | 9.375 | 106,680 | November 15, 2023 | ||||||||
February 25, 2019 (5) | 45,600 | $ | 7.187 | 45,600 | February 21, 2024 | ||||||||
April 5, 2019 (6) | 408,457 | $ | 5.140 | 408,457 | October 7, 2024 | ||||||||
April 5, 2019 (7) | 49,015 | $ | 6.503 | 49,015 | April 3, 2024 | ||||||||
June 5, 2019, and June 6, 2019 (8) | 1,464,665 | $ | 7.500 | 1,464,665 | June 5, 2024 | ||||||||
June 5, 2019 (9) | 87,880 | $ | 9.375 | 87,880 | June 5, 2024 | ||||||||
June 12, 2019 (10) | 416,667 | $ | 6.000 | 416,667 | December 12, 2024 | ||||||||
June 10, 2019 (11) | 50,000 | $ | 7.500 | 50,000 | June 10, 2024 | ||||||||
February 10, 2020 (12) | 28,400 | $ | 1.250 | 28,400 | February 10, 2025 | ||||||||
February 10, 2020 (13) | 105,840 | $ | 1.563 | 105,840 | February 10, 2025 | ||||||||
July 6, 2020 (14) | 448,698 | $ | 1.760 | 448,698 | January 2, 2026 | ||||||||
July 6, 2020 (15) | 296,297 | $ | 2.278 | 296,297 | January 2, 2026 | ||||||||
December 8, 2020 (16) | 586,760 | $ | 1.340 | 586,760 | June 8, 2026 | ||||||||
December 8, 2020 (17) | 108,806 | $ | 1.792 | 108,806 | June 8, 2026 | ||||||||
February 26, 2021 (18) | 5,460,751 | $ | 3.600 | 5,460,751 | August 26, 2026 | ||||||||
February 26, 2021 (19) | 655,290 | $ | 4.578 | 655,290 | August 26, 2026 | ||||||||
September 29, 2021 (20) | 8,006,759 | $ | 2.000 | 8,006,759 | March 29, 2027 | ||||||||
September 29, 2021 (21) | 960,811 | $ | 2.544 | 960,811 | September 27, 2026 | ||||||||
19,420,894 | 19,420,894 |
(1) | Represents warrants for ordinary shares issuable upon an exercise price of $7.500 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to the Company and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of the Company with or into, or the sale or license of all or substantially all the assets or shares of the Company to, any other entity or person, other than a wholly owned subsidiary of the Company, excluding any transaction in which the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of |
21
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(2) | Represents common warrants that were issued as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 1 for exercisability terms. |
(3) | Represents common warrants that were issued as part of the Company’s follow-on public offering in November 2018. |
(4) | Represents common warrants that were issued to the underwriters as compensation for their role in the Company’s follow-on public offering in November 2018. |
(5) | Represents warrants that were issued to the exclusive placement agent as compensation for its role in the Company’s follow-on public offering in February 2019. |
(6) | Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019. |
(7) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s April 2019 registered direct offering. |
(8) | Represents warrants that were issued to certain institutional investors in a warrant exercise agreement on June 5, 2019, and June 6, 2019, respectively. |
(9) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 warrant exercise agreement and concurrent private placement of warrants. |
(10) | Represents warrants that were issued to certain institutional investors in a warrant exercise agreement in June 2019. |
(11) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 registered direct offering and concurrent private placement of warrants. |
(12) | Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020. As of |
(13) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. As of |
26
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(14) | Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020. As of |
(15) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s July 2020 registered direct offering. |
22
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
(16) | Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in December 2020. As of |
(17) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement. As of |
(18) | Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in February 2021. |
(19) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2021 private placement. |
(20) | Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in September 2021. |
(21) | Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering. |
e. | Share-based compensation expense for employees and non-employees: The Company recognized non-cash share-based compensation expense for both employees and non-employees in the condensed consolidated statements of operations as follows (in thousands): |
Six Months Ended June 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Cost of revenues | $ | 1 | $ | 6 | $ | 5 | $ | 10 | ||||||||
Research and development, net | 66 | 33 | 112 | 60 | ||||||||||||
Sales and marketing | 164 | 96 | 270 | 167 | ||||||||||||
General and administrative | 391 | 191 | 568 | 409 | ||||||||||||
Total | $ | 622 | $ | 326 | $ | 955 | $ | 646 |
2327
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Three Months Ended June 30, | Six Months Ended June 30, | Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||||||||||||||||
2023 | 2022 | 2023 | 2022 | 2023 | 2022 | 2023 | 2022 | |||||||||||||||||||||||||
Foreign currency transactions and other | $ | 9 | $ | (39 | ) | $ | 22 | $ | (54 | ) | $ | 17 | $ | (1 | ) | $ | 39 | $ | (50 | ) | ||||||||||||
Interest Income | 557 | - | 630 | - | ||||||||||||||||||||||||||||
Interest income | 394 | - | 1,024 | - | ||||||||||||||||||||||||||||
Bank commissions | (8 | ) | (5 | ) | (16 | ) | (14 | ) | - | - | (16 | ) | (19 | ) | ||||||||||||||||||
$ | 558 | $ | (44 | ) | $ | 636 | $ | (68 | ) | $ | 411 | $ | (1 | ) | $ | 1,047 | $ | (69 | ) |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues based on customer’s location: | ||||||||||||||||
United States | $ | 2,497 | $ | 395 | $ | 4,298 | $ | 1,193 | ||||||||
Europe | 1,466 | 488 | 2,201 | 2,023 | ||||||||||||
Asia-Pacific | 94 | 2 | 123 | 113 | ||||||||||||
Rest of the world | 346 | 1 | 348 | 3 | ||||||||||||
Total revenues | $ | 4,403 | $ | 886 | $ | 6,970 | $ | 3,332 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues based on customer’s location: | ||||||||||||||||
United States | $ | 924 | $ | 578 | $ | 1,801 | $ | 798 | ||||||||
Europe | 411 | 888 | 735 | 1,535 | ||||||||||||
Asia-Pacific | 1 | 103 | 29 | 111 | ||||||||||||
Africa | 1 | 1 | 2 | 2 | ||||||||||||
Total revenues | $ | 1,337 | $ | 1,570 | $ | 2,567 | $ | 2,446 |
June 30, | December 31, | September 30, | December 31, | |||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Long-lived assets by geographic region (*): | ||||||||||||||||
Israel | $ | 644 | $ | 757 | $ | 552 | $ | 757 | ||||||||
United States | 615 | 231 | 2,438 | 231 | ||||||||||||
Germany | 21 | 44 | 134 | 44 | ||||||||||||
$ | 1,280 | $ | 1,032 | $ | 3,124 | $ | 1,032 |
(*) | Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets. |
24
REWALK ROBOTICS LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Six Months Ended June 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Major customer data as a percentage of total revenues: | ||||||||||||||||
Customer A | 27 | % | 20 | % | 15.9 | % | 21.8 | % | ||||||||
Customer B | * | ) | 12 | % |
2528
• |
• | Active pace of Medicare claim submission activity during Q3’23, better positioning ReWalk for |
• |
• |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues | $ | 4,403 | $ | 886 | $ | 6,970 | $ | 3,332 | ||||||||
Cost of revenues | 3,540 | 665 | 4,960 | 2,100 | ||||||||||||
Gross profit | 863 | 221 | 2,010 | 1,232 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development, net | 1,262 | 1,065 | 2,830 | 2,928 | ||||||||||||
Sales and marketing | 4,088 | 2,588 | 9,076 | 7,119 | ||||||||||||
General and administrative | 3,455 | 2,001 | 7,579 | 5,282 | ||||||||||||
Total operating expenses | 8,805 | 5,654 | 19,485 | 15,329 | ||||||||||||
Operating loss | (7,942 | ) | (5,433 | ) | (17,475 | ) | (14,097 | ) | ||||||||
Financial (expenses) income, net | 411 | (1 | ) | 1,047 | (69 | ) | ||||||||||
Loss before income taxes | (7,531 | ) | (5,434 | ) | (16,428 | ) | (14,166 | ) | ||||||||
Taxes on income | — | 26 | 66 | 90 | ||||||||||||
Net loss | $ | (7,531 | ) | $ | (5,460 | ) | $ | (16,494 | ) | $ | (14,256 | ) | ||||
Net loss per ordinary share, basic and diluted | $ | (0.13 | ) | $ | (0.09 | ) | $ | (0.28 | ) | $ | (0.23 | ) | ||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted | 59,798,413 | 62,793,847 | 59,509,781 | 62,611,580 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues | $ | 1,337 | $ | 1,570 | $ | 2,567 | $ | 2,446 | ||||||||
Cost of revenues | 761 | 824 | 1,420 | 1,435 | ||||||||||||
Gross profit | 576 | 746 | 1,147 | 1,011 | ||||||||||||
Operating expenses: | ||||||||||||||||
Research and development, net | 816 | 956 | 1,568 | 1,863 | ||||||||||||
Sales and marketing | 2,504 | 2,347 | 4,988 | 4,531 | ||||||||||||
General and administrative | 2,414 | 1,819 | 4,124 | 3,281 | ||||||||||||
Total operating expenses | 5,734 | 5,122 | 10,680 | 9,675 | ||||||||||||
Operating loss | (5,158 | ) | (4,376 | ) | (9,533 | ) | (8,664 | ) | ||||||||
Financial (expenses) income, net | 558 | (44 | ) | 636 | (68 | ) | ||||||||||
Loss before income taxes | (4,600 | ) | (4,420 | ) | (8,897 | ) | (8,732 | ) | ||||||||
Taxes on income | 42 | 26 | 66 | 64 | ||||||||||||
Net loss | $ | (4,642 | ) | $ | (4,446 | ) | $ | (8,963 | ) | $ | (8,796 | ) | ||||
Net loss per ordinary share, basic and diluted | $ | (0.08 | ) | $ | (0.07 | ) | $ | (0.15 | ) | $ | (0.14 | ) | ||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted | 59,515,410 | 62,544,467 | 59,515,289 | 62,519,063 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
(in thousands, except unit amounts) | (in thousands, except unit amounts) | |||||||||||||||
Personal unit revenues | $ | 1,007 | $ | 1,245 | $ | 2,113 | $ | 2,015 | ||||||||
Rehabilitation unit revenues | 330 | 325 | 454 | 431 | ||||||||||||
Revenues | $ | 1,337 | $ | 1,570 | $ | 2,567 | $ | 2,446 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Revenues | $ | 4,403 | $ | 886 | $ | 6,970 | $ | 3,332 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Gross profit | $ | 576 | $ | 746 | $ | 1,147 | $ | 1,011 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Gross profit | $ | 863 | $ | 221 | $ | 2,010 | $ | 1,232 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Research and development expenses, net | $ | 816 | $ | 956 | $ | 1,568 | $ | 1,863 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Research and development expenses, net | $ | 1,262 | $ | 1,065 | $ | 2,830 | $ | 2,928 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Sales and marketing expenses | $ | 2,504 | $ | 2,347 | $ | 4,988 | $ | 4,531 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Sales and marketing expenses | $ | 4,088 | $ | 2,588 | $ | 9,076 | $ | 7,119 |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
General and administrative expenses | $ | 2,414 | $ | 1,819 | $ | 4,124 | $ | 3,281 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
General and administrative expenses | $ | 3,455 | $ | 2,001 | $ | 7,579 | $ | 5,282 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Financial (expenses) income, net | $ | 411 | $ | (1 | ) | $ | 1,047 | $ | (69 | ) |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Financial (expenses) income, net | $ | 558 | $ | (44 | ) | $ | 636 | $ | (68 | ) |
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Taxes on income | $ | 42 | $ | 26 | $ | 66 | $ | 64 |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
(in thousands) | (in thousands) | |||||||||||||||
Taxes on income | $ | — | $ | 26 | $ | 66 | $ | 90 |
Six Months Ended June 30, | Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
Net cash used in operating activities | $ | (8,739 | ) | $ | (9,377 | ) | $ | (16,183 | ) | $ | (13,978 | ) | ||||
Net cash used in investing activities | — | (18 | ) | (18,070 | ) | (25 | ) | |||||||||
Net cash provided by financing activities | (986 | ) | — | (992 | ) | (183 | ) | |||||||||
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash | 5 | (164 | ) | (24 | ) | (182 | ) | |||||||||
Net cash flow | $ | (9,720 | ) | $ | (9,559 | ) | $ | (35,269 | ) | $ | (14,368 | ) |
Payments due by period (in dollars, in thousands) | Payments due by period (in dollars, in thousands) | |||||||||||||||||||||||
Contractual obligations | Total | Less than 1 year | 1-3 years | Total | Less than 1 year | 1-3 years | ||||||||||||||||||
Purchase obligations (1) | $ | 1,748 | $ | 1,748 | $ | — | $ | 2,196 | $ | 2,196 | $ | — | ||||||||||||
Collaboration Agreement and License Agreement obligations (2) | 60 | 60 | — | 56 | 56 | — | ||||||||||||||||||
Operating lease obligations (3) | 1,286 | 654 | 632 | 2,282 | 1,308 | 974 | ||||||||||||||||||
Earnout liability | 3,647 | 1,906 | 1,741 | |||||||||||||||||||||
Total | $ | 3,094 | $ | 2,462 | $ | 632 | $ | 8,181 | $ | 5,466 | $ | 2,715 |
(1) | We depend on one contract manufacturer, Sanmina Corporation, for both the ReStore products and the SCI Products. We place our manufacturing orders with Sanmina pursuant to purchase orders or by providing forecasts for future requirements. |
(2) | Under the Collaboration Agreement, we were required to pay in quarterly installments the funding of our joint research collaboration with Harvard, subject to a minimum funding commitment under applicable circumstances. Our License Agreement with Harvard consists of patent reimbursement expenses payments and a license upfront fee payment. There are also several milestone payments contingent upon the achievement of certain product development and commercialization milestones and royalty payments on net sales from certain patents licensed to Harvard. All product development milestones contemplated by the License Agreement have been met as of |
(3) | Our operating leases consist of leases for our facilities in the United States and Israel and motor vehicles. |
(4) | Earnout payments based on AlterG’s revenue growth during the two consecutive trailing twelve-month periods following Closing of the transaction. |
Period | Total Number of Shares Purchased | Average Price Paid Per Share | Total Number of Shares Purchased as Part of a Publicly Announced Plan | (In Thousands) Maximum Value of Shares That May Yet Be Purchased Under the Plan | ||||||||||||
April 1 - April 30, 2023 | ||||||||||||||||
Share repurchase program (1) | — | $ | — | — | $ | 4,730 | ||||||||||
May 1 - May 31, 2023 | ||||||||||||||||
Share repurchase program (1) | 67,551 | $ | 0.59 | 67,551 | $ | 4,688 | ||||||||||
June 1 - June 30, 2023 | ||||||||||||||||
Share repurchase program (1) | 291,498 | $ | 0.59 | 291,498 | $ | 4,509 | ||||||||||
Quarter Total | ||||||||||||||||
Share repurchase program (1) | 359,049 | $ | 0.59 | 359,049 | $ | 4,509(2 | ) |
* | Furnished herewith. |
** | Filed herewith |
^ |
ReWalk Robotics Ltd. | ||
Date: | By: | /s/ Larry Jasinski |
Larry Jasinski | ||
Chief Executive Officer (Principal Executive Officer) | ||
Date: | By: | /s/ Michael Lawless |
Michael Lawless | ||
Chief Financial Officer | ||
(Principal Financial Officer) |