UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM 10-Q~~



x	~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017~~2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨	~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

For the transition period from _____ to ______

Commission File Number: 001-36612

ReWalk Robotics Ltd.

(Exact name of registrant as specified in charter)



Israel		Not applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. ~~employer identification no.~~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

~~+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)~~

Indicate by a check mark whether the ~~Registrant~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x☒ No o☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Yes x☒ No o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth ~~company~~.company. See the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer o☐	Accelerated filer o☐
Non-accelerated filer o☒	Smaller reporting company x☒
~~(Do not check if a smaller reporting company)~~	Emerging growth company x☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o☐ No x☒

As o~~f October 31, 2017~~of August 11, 2023, the ~~Registrant~~registrant had outstanding ~~22,066,352~~ 59,937,017 ordinary shares, par value NIS ~~0.01~~0.25 per share.

REWALK ROBOTICS LTD.

FORM 10-Q

FOR THE QUARTER ENDED ~~SEPTEMBER~~June 30, ~~2017~~2023

TABLE OF CONTENTS



		Page No.
GENERAL AND WHERE YOU CAN FIND MORE INFORMATION		2
PART I	FINANCIAL INFORMATION	3 4
ITEM 1.	FINANCIAL STATEMENTS (unaudited)	3 4
	CONDENSED CONSOLIDATED BALANCE SHEETS - ~~SEPTEMBER~~JUNE 30, ~~2017~~2023 AND DECEMBER 31, ~~2016~~2022	3 4
	CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS-~~OPERATIONS - THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2023 AND ~~2016~~2022	5 6
	CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - ~~SEPTEMBER~~JUNE 30, ~~2017~~2023 AND ~~DECEMBER 31, 2016~~2022	6 7
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2023 AND ~~2016~~2022	7 8
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	8 9
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23 26
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35
ITEM 4.	CONTROLS AND PROCEDURES	35
PART II	OTHER INFORMATION	37 36
ITEM 1.	LEGAL PROCEEDINGS	37 36
ITEM 1A.	RISK FACTORS	37 36
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	42 37
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	43 38
ITEM 4.	MINE SAFETY DISCLOSURES	43 38
ITEM 5.	OTHER INFORMATION	43 38
ITEM 6.	EXHIBITS	44 39
SIGNATURES		45 40

~~General~~Introduction and Where You Can Find Other Information

As used in this quarterly report on Form 10-Q (this “quarterly report”), the terms “ReWalk,” the “Company,” “RRL,” “we,” “us” and “our” refer to ReWalk Robotics Ltd. and its subsidiaries, unless the context clearly indicates otherwise. Our website is www.rewalk.com. Information contained in, or that can be accessed through, our website does not constitute a part of this quarterly report ~~on Form 10-Q~~ and is not incorporated by reference herein. We have included our website address in this quarterly report solely for informational purposes. Information that we furnish to or file with the Securities and Exchange Commission (the “SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to, or exhibits included in, these reports are available for download, free of charge, on our website as soon as reasonably practicable after such materials are filed with or furnished to the SEC. Our SEC filings, including exhibits filed or furnished therewith, are also available on the SEC’s website at http://www.sec.gov. ~~You~~

Special Note Regarding Forward-Looking Statements

In addition to historical information, this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements may ~~obtain~~include projections regarding our future performance and, ~~copy any document we file~~in some cases, can be identified by words like “anticipate,” “assume,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “should,” “will,” “would” or similar expressions that convey uncertainty of future events or outcomes and the negatives of those terms. These statements may be found in the section of this quarterly report titled “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this quarterly report. These statements include, but are not limited to, statements regarding:

•	our expectations regarding future growth, including our ability to increase sales in our existing geographic markets and expand to new markets;
•	our ability to maintain and grow our reputation and the market acceptance of our products;
•	our ability to achieve reimbursement from third-party payors or advance Centers for Medicare & Medicaid Services (“CMS”) coverage for our products, including our ability to successfully submit 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 complete our announced acquisition of AlterG, Inc. (“AlterG”), successfully integrate AlterG’s operations into our organization following closing, and realize the anticipated benefits therefrom;
•	the adverse effect that the COVID-19 pandemic has had and continues to have on our business and results of operations;
•	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;
•	market and other conditions, including the extent to which inflation or global instability may disrupt our business operations or our financial condition or the financial condition of our customers and suppliers; and
	other factors discussed in the “Risk Factors” section of our 2022 annual report on Form 10-K and in our subsequent reports filed with the SEC.

The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. The statements are based on our beliefs, assumptions, and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance, or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the statements. In particular, you should consider the risks provided under “Part I, Item 1A. Risk Factors” of our 2022 annual report on Form 10-K, and in other reports subsequently filed by us with, or ~~furnish~~furnished to, the ~~SEC at~~SEC.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the ~~SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549. You may obtain information on~~expectations reflected in the ~~operation~~forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur.

Any forward-looking statement in this quarterly report speaks only as of the ~~SEC’s public reference facilities~~date hereof. Except as required by ~~calling the SEC at 1-800-SEC-0330. You may request copies~~law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of ~~these documents, upon payment of a duplicating fee, by writing to the SEC at its principal office at 100 F Street, NE, Room 1580, Washington, D.C. 20549.~~new information, future developments or otherwise.

~~Table of Contents~~3

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

REWALK ROBOTICS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(Unaudited)~~

(In thousands, except share and per share data)


					June 30,		December 31,
	September 30,		December 31,		2023		2022
	2017		2016		(unaudited)
ASSETS

CURRENT ASSETS

Cash and cash equivalents	$	12,928	$	23,678	$	58,184	$	67,896
Trade receivable, net	1,265		1,254			774		1,036
Prepaid expenses and other current assets	1,703		1,291			1,846		649
Inventory	3,500		3,264
Inventories						3,038		2,929
Total current assets	19,396		29,487			63,842		72,510

LONG-TERM ASSETS

Other long term assets	1,182		1,018
Restricted cash and other long-term assets						689		694
Operating lease right-of-use assets						1,151		836
Property and equipment, net	906		1,258			129		196
Total long-term assets	2,088		2,276			1,969		1,726

Total assets	$	21,484	$	31,763	$	65,811	$	74,236

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~Table of Contents~~

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(Unaudited)~~

~~(In thousands, except share and per share data)~~

September 30, December 31,
2017 2016
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Current maturities of long term loan $ 5,663
$ 7,495
Trade payables 2,426
3,424
Employees and payroll accruals 858
1,019
Deferred revenues and customers advances 133
54
Other current liabilities 537
406
Total current liabilities 9,617
12,398

LONG-TERM LIABILITIES

Long term loan, net of current maturities 10,003
10,518
Deferred revenues 250
284
Other long-term liabilities 274
303
Total long-term liabilities 10,527
11,105

Total liabilities 20,144
23,503

COMMITMENTS AND CONTINGENT LIABILITIES

Shareholders’ equity:

Share capital

Ordinary shares, par value NIS 0.01 per share-Authorized: 250,000,000 shares at September 30, 2017 and December 31, 2016; Issued and outstanding: 21,823,771 and 16,338,257 shares at September 30, 2017 and December 31, 2016, respectively 60
45
Additional paid-in capital 126,338
114,707
Accumulated deficit (125,058 ) (106,492 )
Total shareholders’ equity 1,340
8,260
Total liabilities and shareholders’ equity $ 21,484
$ 31,763

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~Table of Contents~~

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

~~(In thousands, except share and per share data)~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Revenues $ 1,732
$ 1,400
$ 6,238
$ 4,278
Cost of revenues 1,024
1,110
3,740
3,410

Gross profit 708
290
2,498
868

Operating expenses:
Research and development, net 1,618
1,968
4,433
6,737
Sales and marketing 2,637
3,774
8,643
10,577
General and administrative 1,805
1,951
5,796
5,960

Total operating expenses 6,060
7,693
18,872
23,274

Operating loss (5,352 ) (7,403 ) (16,374 ) (22,406 )
Loss on extinguishment of debt —
—
313
—
Financial expenses, net 479
508
1,843
1,514

Loss before income taxes (5,831 ) (7,911 ) (18,530 ) (23,920 )
Income taxes 15
9
25
39

Net loss $ (5,846 ) $ (7,920 ) $ (18,555 ) $ (23,959 )

Net loss per ordinary share, basic and diluted $ (0.27 ) $ (0.62 ) $ (1.00 ) $ (1.92 )

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted 21,660,757
12,759,887
18,463,444
12,495,433

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~Table of Contents~~4

;

REWALK ROBOTICS LTD. AND SUBSIDIARIES

CONDENSED ~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY~~

~~(Unaudited)~~

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	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

Ordinary Share Additional
paid-in
capital Accumulated
deficit Total
shareholders’
equity
Number Amount
Balance as of January 1, 2016 12,222,583
33
94,876
(73,989 ) 20,920
Share-based compensation to employees and non-employees —
—
3,398
—
3,398
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees 128,496
1
17
—
18
Issuance of ordinary shares in at-the-market offering, net of issuance expenses in the amount of $468 692,062
2
4,097
—
4,099
Issuance of warrants to purchase ordinary shares —
—
1,239
—
1,239
Cashless exercise of warrants into ordinary shares 45,116
*)
*)
—
—
Issuance of ordinary shares and warrants to purchase ordinary shares in follow-on public offering, net of issuance expenses
in an amount of $1,099 3,250,000
9
11,080
—
11,089
Net loss —
—
—
(32,503 ) (32,503 )

Balance as of December 31, 2016 16,338,257
45
114,707
(106,492 ) 8,260
Cumulative effect to stock based compensation from adoption of a new accounting standard —
—
11
(11 ) —
Share-based compensation to employees and non-employees —
—
2,597
—
2,597
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees (1) 105,606
*)
28
—
28
Issuance of ordinary shares in at-the-market offering, net of issuance expenses in the amount of $439 (2) 5,379,908
15
8,995
—
9,010
Net loss —
—
—
(18,555 ) (18,555 )
Balance as of September 30, 2017 21,823,771
60
126,338
(125,058 ) 1,340



*)	~~Represents an amount lower than $1.~~
~~(1)~~	~~See Note 8b to the condensed consolidated financial statements~~
~~(2)~~	~~See Note 8e to the condensed consolidated financial statements~~

The accompanying notes are an integral part of these condensed consolidated financial statements.

~~Table of Contents~~5

REWALK ROBOTICS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~OPERATIONS

(Unaudited)

(In ~~thousands)~~

thousands, except share and per share data)

Nine Months Ended September 30,
2017 2016
Cash flows from operating activities:
Net loss $ (18,555 ) $ (23,959 )
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation 516
503
Share-based compensation to employees and non- employees 2,597
2,458
Deferred taxes (20 ) (64 )
Loss on extinguishment of debt 313
—
Financial expenses related to long term loan 87
495

Changes in assets and liabilities:

Trade receivables, net (11 ) 1,202
Prepaid expenses and other current and long term assets (556 ) (804 )
Inventories (381 ) (1,004 )
Trade payables (1,048 ) 960
Employees and payroll accruals (161 ) (285 )
Deferred revenues and advances from customers 45
116
Other current and long term liabilities 102
182
Net cash used in operating activities (17,072 ) (20,200 )

Cash flows from investing activities:
Purchase of property and equipment (19 ) (408 )
Net cash used in investing activities (19 ) (408 )

Cash flows from financing activities:
Issuance of ordinary shares upon exercise of options to purchase ordinary shares by employees and non-employees 28
23
Proceeds from long term loan —
12,000
Debt issuance cost —
(441 )
Repayment of long term loan (2,747 ) (554 )
Issuance of ordinary shares in at-the-market offering, net of issuance expenses paid in the amount of $389 (1) 9,060
4,110
Net cash provided by financing activities 6,341
15,138

Decrease in cash and cash equivalents (10,750 ) (5,470 )
Cash and cash equivalents at beginning of period 23,678
17,869
Cash and cash equivalents at end of period $ 12,928
$ 12,399

Supplemental disclosures of non-cash flow information
At-the-market offering expenses not yet paid $ 50
$ 11
Classification of inventory to property and equipment, net $ 145
$ 113

	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

~~(1) See Note 8e to the condensed consolidated financial statements~~.

The accompanying notes are an integral part of these condensed consolidated financial statements.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

(In thousands, except share data)

	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

	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		-			-			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

The accompanying notes are an integral part of these condensed consolidated financial statements.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	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

The accompanying notes are an integral part of these condensed consolidated financial statements.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1:GENERAL



	a.

~~NOTE 1:- GENERAL~~


a.	ReWalk Robotics Ltd. (“RRL”, and together with its subsidiaries, the “Company”) was incorporated under the laws of the State of Israel on June 20, 2001 and commenced operations on the same date.


b.	RRL has two wholly-owned subsidiaries: (i) ReWalk Robotics, Inc., (“RRI”) incorporated under the laws of Delaware on February 15, ~~2012;~~2012 and (ii) ReWalk Robotics ~~GMBH.~~GMBH (“RRG”) incorporated under the laws of Germany on January 14, 2013.

During the nine months ended September 30, 2017, the Company issued and sold 5,379,908 ordinary shares at an average price of $1.76 per share under its ATM Offering Program (as defined in Note 8e). The gross proceeds to the Company were $9.4 million, and the net aggregate proceeds after deducting commissions, fees and offering expenses in the amount of $439 thousand were $9.0 million. As a result, from the inception of the ATM Offering Program in May 2016 until September 30, 2017, the Company has issued and sold 6,071,970ordinary shares at an average price of $2.31 per share under its ATM Offering Program, with gross proceeds of $14.0 million, and net aggregate proceeds of $13.1 million after deducting commissions, fees and offering expenses in the amount of $907 thousand. The Company may raise up to $25 million under its ATM Offering Program pursuant to the terms of its agreement with the sales agent. However, due to limitations under the rules of Form S-3, which have applied to the Company since it filed its annual report on Form 10-K for the fiscal year ended December 31, 2016 on February 17, 2017, taking into account ordinary shares issuedand settled under the Company’s ATM Offering Program since February 17, 2017, as of September 30, 2017, the Company may issue up to $4.3 million in primary offerings under its effective shelf registration statement on Form S-3 (File No. 333- 209833) (the “Form S-3”), including its ATM Offering Program, during the 12 months following February 17, 2017, unless and until it is no longer subject to such limitations. See Note 8e for more information about the Company’s ATM Offering Program and the related limitations under its Form S-3.

d.c.

The Company ~~depends on one contract manufacturer. Reliance on this vendor makes~~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 neurological conditions. The Company’s initial product offerings were the ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury (“SCI Products”). These devices are robotic exoskeletons that are designed for individuals with paraplegia that use our patented tilt-sensor technology and an on-board computer and motion sensors to drive motorized legs that power movement. These SCI Products allow individuals with spinal cord injury the ability to stand and walk again during everyday activities at home or in the community.

The Company has sought to expand its product offerings beyond the SCI Products through internal development and distribution agreements. The Company has developed its ReStore Exo-Suit device, which it began commercializing in June 2019. The ReStore is a powered, lightweight soft exo-suit intended for use during the rehabilitation of individuals with lower limb disability due to stroke. During the second quarter of 2020, the Company signed two separate agreements to distribute additional product lines in the United States. The Company is the exclusive distributor of the MYOLYN MyoCycle FES Pro cycles to U.S. rehabilitation clinics and for the MyoCycle Home cycles available to US veterans through VA hospitals. In the second quarter of 2020, the Company also became the exclusive distributor of the MediTouch Tutor movement biofeedback systems in the United States; however, due to unsatisfactory sales performance of the MediTouch product lines, the Company terminated this agreement as of January 31, 2023. The Company will continue to evaluate other products for distribution or acquisition that can broaden its product offerings further to help individuals with neurological injury and disability.

The Company markets and sells its products directly to institutions and individuals and through third-party distributors. The Company sells its products directly primarily in Germany and the United States, and primarily through distributors in other markets. In its direct markets, the Company has established relationships with rehabilitation centers and the spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships. RRI markets and sells products mainly in the United States. RRG markets and sells the Company’s products mainly in Germany and Europe.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of June 30, 2023, the Company ~~vulnerable to possible capacity constraints~~incurred a consolidated net loss of $9.0 million 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 September 30, 2017 and December 31, 2016, respectively.

~~On January 9, 2017, the Company announced its plan to reduce total operating expenses in 2017 by up to 30% as compared to 2016. The Company~~ has been working toward such reductions through a combination of targeted savings, including by establishing quality improvement initiatives and lowering overall product cost, realigning the Company’s staffing priorities and reducing the size of its staff, including its reimbursement personnel, reducing spending on external appeals, and lowering other corporate spending.

~~The Company had~~ an accumulated deficit in the total amount of ~~$125.1 million~~$222.7 million. The Company’s cash and cash equivalent as of ~~September~~June 30, ~~2017~~2023 totaled $58.2 million and ~~further losses are anticipated in~~ the ~~development~~Company’s negative operating cash flow for the six months ended June 30, 2023 was $8.7 million. The Company has sufficient funds to support its operations for more than 12 months following the issuance date of its ~~business. Those factors raise substantial doubt about~~unaudited condensed consolidated financial statements for 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.six months ended June 30, 2023.

The Company expects to incur future net losses and its transition to profitability is dependent upon, among other things, the successful development and commercialization of its products and product candidates, the establishment of contracts for the distribution of new product lines, or the acquisition of additional product lines, any of which, or in combination, would contribute to the achievement of a level of revenues adequate to support its cost structure. Until the Company achieves profitability or generates positive cash flows, it will continue to need to raise additional cash. The Company intends to ~~finance operating costs over the next twelve months with existing~~fund future operations through cash on hand, ~~reductions in operating spend, issuances under the Company's ATM Offering Program~~ additional private and/or ~~other future issuances~~public offerings of debt or equity ~~and debt~~ securities, cash exercises of outstanding warrants or ~~through~~ a combination of the foregoing. ~~However,~~In addition, the Company may seek additional capital through arrangements with strategic partners or from other sources and will continue to address its cost structure. Notwithstanding, there can be no assurance that the Company will ~~need~~be able to ~~seek~~raise additional ~~sources of financing if the Company require more~~ funds ~~than anticipated during the next 12 months~~ or ~~in later periods.~~

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business.

The condensed consolidated financial statements for the three and nine months ended September 30, 2017 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assetsachieve or ~~the amounts and classification of liabilities that may result~~sustain profitability or positive cash flows from ~~uncertainty related to the Company’s ability to continue as a going concern.~~operations.

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

NOTE 2:- UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting ~~principles and standards of the Public Company Accounting Oversight Board for interim financial information.~~principles. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles in the United States for complete financial statements. In ~~the~~management’s opinion, ~~of management,~~ the accompanying financial statements ~~include~~reflect all adjustments ~~(consisting~~ of a normal recurring ~~accruals) considered~~nature that are necessary for a fair presentation of the Company's (i) consolidated financial position as of September 30, 2017, (ii) consolidated results of operations for the three and nine months ended September 30, 2017 and (iii) consolidated cash flows for the nine months ended September 30, 2017. The results for the ~~three and nine months~~interim periods ~~ended September 30, 2017, as applicable, are~~presented. The Company’s interim period results do not necessarily ~~indicative of~~indicate the results that may be expected for any other interim period or for the full fiscal year.

These unaudited interim condensed consolidated financial statements and accompanying notes should be read in conjunction with the 2022 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for its fiscal year ~~ending~~ended December 31, ~~2017.~~

~~NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES~~

~~The significant accounting policies applied~~2022 (the “2022 Form 10-K”). There have been no changes in the significant accounting policies from those that were disclosed 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:~~

~~Recently Implemented Accounting Pronouncements~~

~~Inventory~~ - In July 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2015-11, “Simplifying the Measurement of Inventory.” The standard changes the inventory valuation method from the lower of cost or market to the lower of cost or net realizable value for inventory valued under the first-in, first-out or average cost methods. This standard is effective for fiscal years beginning after December 15, 2016, including interim periods and requires prospective adoption with early adoption permitted. The update was effective for the ~~Company beginning January 1, 2017. The adoption of this standard did not materially impact the Company's financial statements.~~

~~Deferred Taxes~~ - In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes", which simplifies the presentation of deferred income taxes. ASU 2015-17 provides presentation requirements to classify deferred tax assets and liabilities, along with any related valuation allowance, as noncurrent on the balance sheet. The standard is effective for fiscal ~~years beginning after~~year ended December 15, 2016, including interim periods within that reporting period. The Company elected to implement this ASU-2015-17 prospectively. The update was effective for the Company beginning January 1, 2017. The adoption of this standard did not materially impact the Company's financial statements.

~~Recent Accounting Pronouncements Not Yet Adopted~~

~~Revenues~~ - In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which provides a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and will supersede most current revenue recognition guidance, including industry-specific guidance. The core principle is that an entity will recognize revenue to depict the transfer of goods or services to customers in an amount that the entity expects to be entitled to in exchange for those goods or services. The standard provides a five-step model to determine when and how revenue is recognized. Other major provisions of the standard include capitalization of certain contract costs, consideration of time value of money31, 2022 included in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The standard also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers.2022 Form 10-K, unless otherwise stated.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES



	a.	Revenue Recognition

The guidance permits two methods of adoption: the full retrospective method, in which case the standard would be applied to each prior reporting period presented and the cumulative effect of applying the standard would be recognized at the earliest period shown, or the modified retrospective transition method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application.

The Company ~~has substantially completed its evaluation~~generates revenues from sales of significant contracts and the review of its current accounting policies and practices to identify potential differences that would result from applying the requirements of the new standard to the Company’s revenue contracts. In addition, the Company is in the process of identifying the appropriate changes to business processes, systems and controls to support recognition and disclosure under the new standard.

~~While a final decision has not been made, the Company expects to adopt the new revenue standard in the first quarter of 2018 applying the modified retrospective transition method.~~products. The Company ~~does not expect the adoption of the new revenue standard~~sells its products directly to ~~have a material impact on the amount~~end customers and ~~timing of revenue recognized in the Company's consolidated financial statements.~~

~~Leases~~ - In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). Under the new guidance, a lessee will be required to recognize assets and liabilities for all leases with lease terms of more than 12 months. Consistent with current generally accepted accounting principles, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. This ASU requires additional disclosures. The standard is effective for annual periods beginning after December 15, 2018 and interim periods within those fiscal years. The ASU requires adoption based upon a modified retrospective transition approach. Early adoption is permitted.through distributors. The Company ~~has not yet determined whether it will elect early adoption~~sells its products to private individuals (who finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), rehabilitation facilities and ~~is currently evaluating the impact of the pending adoption of this ASU on the Company's consolidated financial statements and related disclosures.~~distributors.

~~Statement~~Disaggregation of ~~Cash Flows - In August 2016,~~Revenues (in thousands)

	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

Units placed

During the ~~FASB issued ASU 2016-15, “Classification of Certain Cash Receipts~~periods for the six months ended June 30, 2023 and ~~Cash Payments.” The standard addresses several matters of diversity in practice in how certain cash receipts~~2022, the Company offered five products: (1) ReWalk Personal; (2) ReWalk Rehabilitation; (3) ReStore; (4) MyoCycle; and cash payments are presented and classified in the statement of cash flows including the presentation of debt extinguishment costs and distributions received from equity method investments. The standard is effective for fiscal years beginning after December 15, 2017, including interim periods and allows for retrospective adoption with early adoption permitted. The Company has chosen not(5) MediTouch. Due to ~~adopt this standard early, and does not expect the adoption~~unsatisfactory sales performance of the ~~standard to have a material impact on the Company's consolidated financial statements.~~

~~Statement of Cash Flows~~ - On November 17, 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force).” This ASU requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents are to be included with cash and cash equivalents when reconciling the beginning of period and end of period amounts shown on the statement of cash flows. ASU No. 2016-18 will be effective for the CompanyMediTouch product lines, we terminated this agreement as of January ~~1, 2018.~~ 31, 2023.

ReWalk Personal and ReWalk Rehabilitation are SCI Products, which are currently designed for everyday use by paraplegic individuals at home and in their communities. The SCI Products are custom fitted for each user, as well as for use by paraplegic patients in the clinical rehabilitation environment, where they provide individuals access to valuable exercise and therapy. ReWalk Rehabilitation which is a ReWalk Personal 6.0 product sold with multiple sizes of our adjustable parts to allow different users the ability to train within a clinic.

ReStore is a powered, lightweight soft exo-suit intended for use in the rehabilitation of individuals with lower limb disability due to stroke in the clinical rehabilitation environment.

The Company ~~does not expect~~also sells Distributed Products that include the ~~adoption~~MyoCycle, which uses Functional Electrical Stimulation (“FES”) technology, and previously MediTouch tutor movement biofeedback devices. The Company markets the Distributed Products in the United States for use at home or in clinic. On January 31, 2023, the Company terminated the distribution agreement with MediTouch.

Units placed includes revenue from sales of ~~this ASU~~SCI Products, ReStore and the Distributed Products.

For units placed, the Company recognizes revenue when it transfers control and title has passed to ~~have~~the customer. Each unit placed is considered an independent, unbundled performance obligation. The Company also offers a ~~material impact on~~rent-to-purchase model in which the ~~Company's consolidated financial statements.~~Company recognizes revenue ratably according to the agreed rental monthly fee.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Spare parts and warranties

~~Share Based Compensation~~ ~~- On May 10, 2017,~~

Spare parts are sold to private individuals, rehabilitation facilities and distributors. Revenue is recognized when the ~~FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting.” This ASU clarifies when changes~~Company satisfies a performance obligation by transferring control over promised goods or services to the ~~terms~~customer. Each part sold is considered an independent, unbundled performance obligation.

Warranties are classified as either an assurance type or ~~conditions~~a service type warranty. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended for a limited period of ~~a share-based payment award must be~~time. An assurance type warranty is not accounted for as ~~modifications. Entities will apply~~a separate performance obligation under the ~~modification accounting guidance if~~revenue model.

SCI Products include a five-year warranty. The first two years are considered as an assurance type warranty and the ~~value, vesting conditions~~additional period is considered an extended service arrangement, which is a service type warranty. A service type warranty is either sold with a unit or ~~classification~~separately for a unit for which the warranty has expired. A service type warranty is accounted as a separate performance obligation and revenue is recognized ratably over the life of the ~~award changes. They will have~~warranty.

The ReStore device is offered with a two-year warranty which is considered as assurance type warranty.

The Distributed Products are sold with an assurance-type warranty ranging from one year to ~~make all~~ten years depending on the specific product and part.

Contract balances (in thousands)

	June 30,		December 31,
	2023		2022
Trade receivable, net of credit losses (1)	$	774	$	1,036
Deferred revenues (1) (2)	$	1,276	$	1,191

(1)

Balance presented net of unrecognized revenues that were not yet collected.

(2)

During the six months ended June 30, 2023, $205 thousand of the December 31, 2022 deferred revenues balance was recognized as revenues.

Deferred revenue is composed primarily of unearned revenue related to service type warranty obligations as well as other advances and payments which the ~~disclosures about modifications that are required today, in addition~~Company received from customers prior to ~~disclosing that compensation expense has not changed, to~~satisfying the extent applicable. The ASU also clarifies that a modification to an award could be significant and therefore require disclosure, even if modification accounting is not required. ASU No. 2017-09 will be effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including in any interim periodperformance obligation, for which ~~financial statements have~~revenue has not yet been ~~issued or made available for issuance.~~ recognized.

The ~~ASU~~Company’s unearned performance obligations as of June 30, 2023 and the estimated revenue expected to be recognized in the future related to the service type warranty amounts to $1.2 million, which will be ~~applied prospectively~~fulfilled over one to ~~awards modified on or after the adoption date. The Company is currently evaluating the impact of the pending adoption of this ASU on its consolidated financial statements and related disclosures.~~five years.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


c.b.	Concentrations of Credit Risks:

~~Concentration~~The below table reflects the concentration of credit risk ~~with respect to trade receivable is primarily limited to a customer~~for the Company’s current customers as of June 30, 2023, to which substantial sales were made:

	June 30,			December 31,
	2023			2022
Customer A		20	%		27	%
Customer B		21	%		*	)
Customer C		*	)		13	%
Customer D		*	)		13	%
Customer E		*	)		11	%

*) Less than 10%

The allowance for credit losses is based on the ~~Company makes substantial sales. One customer represented 12.7% and 0%~~Company’s assessment of the ~~Company's trade receivable, net~~collectability of accounts. The Company regularly assessed collectability based on a combination of factors, including an assessment of the current customer’s aging balance, asthe nature and size of ~~September~~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 June 30, ~~2017~~2023 and December 31, ~~2016, respectively. A second customer represented 12.3% and 4.9% of the Company's~~2022, trade ~~receivable, net balance as of September 30, 2017 and December 31, 2016, respectively. Trade~~ receivables are presented net of allowance for ~~doubtful accounts~~credit losses in the amount of ~~$125 thousand and $333 thousand, respectively and net of sales return reserve of $105 thousand as of September 30, 2017 and December 31, 2016.~~$26 thousand.


d. c.	Warranty provision

~~The Company provides a two-year standard~~

For assurance-type warranty, ~~for its products. The~~the Company records a provision for the estimated cost to repair or replace products under warranty at the time of sale. Factors that affect the Company’s warranty reserve include the number of units sold, historical and anticipated rates of warranty repairs and the cost per repair.

	US Dollars in thousands
Balance at December 31, 2022	$	92
Provision		139
Usage		(156	)
Balance at June 30, 2023	$	75

US Dollars in thousands
Balance at December 31, 2016 $ 498
Provision 311
Usage (275 )
Balance at September 30, 2017 $ 534

~~NOTE 4:- INVENTORY~~

~~The components of inventory are as follows (in thousands):~~

September 30, December 31,
2017 2016
Finished products 3,500
3,264
$ 3,500
$ 3,264

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	d.	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 six months ended June 30, 2023 and 2022, the total number of ordinary shares related to the outstanding warrants and share option plans aggregated to 19,464,000 and 19,420,894, respectively, was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect.

New Accounting Pronouncements

Recently Implemented Accounting Pronouncements

Financial Instruments

In June 2016, FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses. The Company adopted ASU 2016-13 as of January 1, 2023. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.


a.	Purchase commitments:

The Company has contractual obligations to purchasegoods from its contract manufacturer ~~Sanmina Corporation.~~as well as raw materials from different vendors. Purchase obligations do not include contracts that may be canceled without penalty. As of ~~September~~June 30, ~~2017,~~2023, non-cancelable outstanding obligations amounted to approximately ~~$806 thousand.~~$1.8 million.


b.	~~Royalties:~~ Operating lease commitment:

(i)

The Company operates from leased facilities in Israel, the United States and Germany. These leases expire in 2025. A portion of the Company’s facilities leases is generally subject to annual changes in the Consumer Price Index (the “CPI”). The changes to the CPI are treated as variable lease payments and recognized in the period in which the obligation for those payments was incurred.

(ii)

RRL and RRG lease cars for their employees under cancelable operating lease agreements expiring at various dates between 2023 and 2026. A subset of the Company’s car leases is considered variable. The variable lease payments for such cars leases are based on actual mileage incurred at the stated contractual rate. RRL and RRG have an option to be released from these agreements, which may result in penalties in a maximum amount of approximately $23 thousand as of June 30, 2023.

The Company’s future lease payments for its facilities and cars, which are presented as current maturities of operating leases and non-current operating leases liabilities on the Company's condensed consolidated balance sheets as of June 30, 2023 are as follows (in thousands):

2023	$	334
2024		641
2025		306
2026		4
Total lease payments		1,285
Less: imputed interest		(128	)
Present value of future lease payments		1,157
Less: current maturities of operating leases		(616	)
Non-current operating leases	$	541
Weighted-average remaining lease term (in years)		2.19
Weighted-average discount rate		9.9	%

Lease expense under the Company’s operating leases was $196 thousand and $184 thousand for the three months ended June 30, 2023 and 2022, respectively. For the six months ended June 30, 2023, and 2022, the lease expense was $388 thousand and $363 thousand, respectively.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Royalties:

The Company’s research and development efforts are financed, in part, through funding from the Israel Innovation Authority ~~(the “IIA”~~(“IIA”) ~~(formerly known as the Israeli Office of the Chief Scientist in the Israel Ministry of Economy)~~. ~~During the nine months ended September 30, 2017 the Company received $828 thousand from the IIA to fund its research and development efforts.~~

Since the Company’s inception through ~~September~~June 30, ~~2017,~~2023, the Company received funding from the IIA in the total amount of ~~$1.6~~$2.4 million. Out of the ~~$1.6~~$2.4 million in funding from the IIA, a total amount of ~~$1.2~~$1.6 million were ~~royalty bearing~~royalty-bearing grants, ~~(as of September 30, 2017, the Company paid royalties to the IIA in the total amount of $50 thousand), while a total amount of~~ $400 thousand was received in consideration of ~~5,237~~209 convertible preferred A shares, which converted after ~~our~~the Company’s initial public offering in September 2014 into ordinary shares in a conversion ratio of 1 to 1.1, while $430 thousand was received without future obligation. The Company is obligated to pay royalties to the IIA, amounting to 3%~~-3.5%~~ 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.

As of ~~September~~June 30, ~~2017,~~2023, the Company paid royalties to the IIA in the total amount of $110 thousand.

There were no royalties payments for three and six months ended June 30, 2023 and $1 thousand for the three months ended June 30, 2022. For the six months ended June 30, 2022, the royalties expenses were $4 thousand.

As of June 30, 2023, the contingent liability to the IIA amounted to ~~$1.1~~$1.6 million. The Israeli Research and Development Law provides that know-how developed under an approved research and development program may not be transferred to third parties without the approval of the IIA. Such approval is not required for the sale or export of any products resulting from such research or development. The IIA, under special circumstances, may approve the transfer of IIA-funded know-how outside Israel, in the following cases:

(a) the grant recipient pays to the IIA a portion of the sale price paid in consideration for such IIA-funded know-how or in consideration for the sale of the grant recipient itself, as the case may be, which portion will not exceed six times the amount of the grants received plus interest (or three times the amount of the grant received plus interest, in the event that the recipient of the know-how has committed to retain the R&D activities of the grant recipient in Israel after the transfer); (b) the grant recipient receives know-how from a third party in exchange for its IIA-funded know-how; (c) such transfer of IIA-funded know-how arises in connection with certain types of cooperation in research and development activities; or (d) If such transfer of know-how arises in connection with a liquidation by reason of insolvency or receivership of the grant recipient.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



	d.

Liens:


c.	~~Liens:~~

As ~~discussed in Note 6 to our audited consolidated financial statements included in~~part of the Company's annual report on Form 10-K for the fiscal 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”), the Company is party to the Loan Agreement with Kreos pursuant to which Kreos extended a $20 million line of credit to the Company. In connection with the Loan Agreement, the Company granted Kreos a first priority security interest over all of its assets, including intellectual property and equity interests in its subsidiaries, subject to certain permitted security interests.

~~The Company's~~Company’s other long-term assets ~~which were in the~~and restricted cash, an amount of ~~$850~~$652 thousand ~~as of September 30, 2017, have~~has been pledged as security in respect of a guarantee granted to a third ~~party~~.party. Such deposit cannot be pledged to others or withdrawn without the consent of such third party.


d.e.	Legal Claims:

Occasionally, the Company is involved in various claims such as product liability claims, lawsuits, regulatory examinations, investigations, and other legal matters arising, for the most part, in the ordinary course of business. The outcome of any pending or threatened litigation and other legal matters is inherently uncertain. In making a determination regarding accruals, using available information, the Company evaluates the likelihood of an unfavorable outcome in legal or regulatory proceedings to which the Company is a partyuncertain, and ~~records a loss contingency when~~ it is probable a liability has been incurred and the amount of the loss can be reasonably estimated. Where the Company determines an unfavorable outcome is not probable or reasonably estimable, the Company does not accrue for any potential litigation loss. These subjective determinations are based on the status of such legal or regulatory proceedings, the merits of our defenses, and consultation with legal counsel. Actual outcomes of these legal and regulatory proceedings may materially differ from the Company’s current estimates. It is possible that resolution of ~~one or more of the legal~~any such matters ~~currently pending or threatened~~ could result in losses material to the Company’s consolidated results of operations, liquidity, or financial condition.

As set forth below, between September 2016 and January 2017, eight substantially similar putative securities class actions were filed against the Company. Four of these actions have been dismissed on procedural grounds, one was voluntarily dismissed and three are pending, including two actions which have been consolidated and one action brought by the plaintiffs whose actions were dismissed.

~~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 Court Actions.” The complaints in the California State Court Actions asserted various claims under the Securities Act. Each of the California State Court 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 Court Actions plus certain additional 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 Court 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.

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

◦

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 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”. The plaintiffs in the Consolidated Massachusetts State Court Actions filed a consolidated amended complaint on March 20, 2017. The Company moved to dismiss the Consolidated Massachusetts State Court Actions on June 2, 2017. ~~For more information, see Note 11~~.

◦

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 Sections 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.” On July 6, 2017, the Company moved to stay the Massachusetts Federal Court Action. The plaintiffs in the Massachusetts Federal Court Action filed a consolidated amended complaint on August 9, 2017. ~~For more information, see Note 11.~~

The complaints in all of the actions listed above allege that the Company's registration statement used in connection with its IPO failed to disclose that the Company was unprepared or unable to comply with certain regulatory special controls and to provide the FDA with a postmarket surveillance study on the Company's ReWalk Personal device, and that, Except as a result of such alleged omission, the plaintiffs suffered damages. The Massachusetts Federal Court Action also alleges that certain statements issued by the Company after its IPO are materially misleading because they omitted certain information. The Company believes that the allegations made in the complaints are without merit and intends to defend itself vigorously against the complaints relating to the three pending actions.

~~Based on information currently available and the early stage of the litigation,~~otherwise disclosed herein, the Company is ~~unable~~not currently party to ~~reasonably estimate a possible loss or range of possible losses, if~~ any with regard to these lawsuits; therefore, no litigation reserve has been recorded in the Company's consolidated balance sheet as of September 30, 2017. The Company will continue to evaluate information as it becomes known and will record an estimate for losses at the time or times when it is probable that a loss will be incurred and the amount of the loss is reasonably estimable.material litigation.

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

NOTE 6:~~- LOAN AGREEMENT WITH KREOS AND RELATED WARRANT TO PURCHASE ORDINARY SHARES~~

On December 30, 2015, the Company entered into the loan agreement (the "Loan Agreement") with Kreos Capital V (Expert Fund) Limited ("Kreos"), pursuant to which Kreos extended a line of credit to the Company in the amount of $20 million. For more information, see Note 6 to our audited consolidated financial statements included in our 2016 Form 10-K.

On June 9, 2017, the Company and Kreos entered into the First Amendment of the Loan Agreement (the "Loan Amendment"). As of that date the outstanding principal amount under the Loan Agreement (the "Outstanding Principal Amount") was $17.2 million. Under the Loan Amendment $3 million of the Outstanding Principal Amount was extended by an additional 3 years with the same interest rate and became subject to repayment in accordance with, and subject to the terms of, a secured convertible promissory note (the "Kreos Convertible Note"). The Kreos Convertible Note may be converted into up to 2,523,660 ordinary shares of the Company at a fixed conversion price of $1.268 per share (subject to customary antidilution adjustments in connection with a share split, reverse share split, share dividend, combination, reclassification or otherwise), thus reducing the Outstanding Principal Amount by $3 million to $14.2 million. Kreos may convert the then-outstanding principal under the Kreos Convertible Note in whole or in part, in one or more occasions, at any time until the earlier of (i) the maturity date of June 9, 2020 or (ii) a "Change of Control", as defined in the Loan Agreement. In addition, at any time until the maturity date of June 9, 2020, Kreos has the right to convert the “end of loan payments” under the Loan Agreement, in whole or in part, into ordinary shares at a conversion price of $1.268 per share. Because the aggregate amount the Company drew down under the Loan Agreement equals $20 million and the total “end of loan payments” equal $200 thousand, Kreos has the right to convert up to 157,729 additional ordinary shares (subject to customary anti-dilution adjustments), making the total number of ordinary shares issuable upon conversion of the Kreos Convertible Note 2,523,660 (subject to customary anti-dilution adjustments).

The Outstanding Principal Amount under the Loan Agreement is not convertible and remains subject to repayment in accordance with the terms and conditions of the Loan Agreement, provided that such amount shall be repaid by the Company in accordance with an amended repayment schedule. The Company concluded that the exchange of the $3 million for the convertible promissory note is not a troubled debt restructuring under applicable accounting guidance because the lenders did not grant a concession. The modification was analyzed under ASC 470 ~~Debt~~ to determine if extinguishment accounting was applicable. Under ASC 470-50-40-10 a modification or an exchange that adds or eliminates a substantive conversion option as of the conversion date is always considered substantial and requires extinguishment accounting. Since this modification added a substantive conversion option, extinguishment accounting is applicable. The difference between the fair value of the new debt with the pre-modification carrying amount of the old debt represented a loss on extinguishment in the amount of $313 thousand.

According to the Loan Agreement the repayment period will be extended to 36 months if the Company raises $20 million or more in connection with the issuance of shares of its capital stock (including debt securities convertible into shares of the Company’s capital stock). As of June 30, 2017 the Company had raised more than $20 million and therefore the repayment period was extended by an additional 12 months to 36 months.

~~NOTE 7:-~~ RESEARCH COLLABORATION AGREEMENT AND LICENSE AGREEMENT

On May 16, 2016, the Company entered into a ~~Research~~ Collaboration Agreement ~~(“Collaboration~~(as amended, the “Collaboration Agreement”) and an Exclusive License Agreement ~~(“License~~(as amended, the “License Agreement”) with Harvard.

Under the Collaboration Agreement, Harvard and the Company have agreed to collaborate on research regarding the development of lightweight “soft suit” exoskeleton system technologies for lower limb disabilities, which are intended to treat stroke, multiple sclerosis, mobility limitations for the elderly and other medical applications. The Company has committed to pay in quarterly installments for the funding of this research, subject to a minimum funding commitment under applicable circumstances. The Collaboration Agreement ~~will expire~~concluded on ~~May 16, 2021.~~March 31, 2022.

Under the License Agreement, Harvard has granted the Company an exclusive, worldwide royalty-bearing license under certain patents of Harvard relating to lightweight “soft suit” exoskeleton system technologies for lower limb disabilities, a royalty-free license under certain related know-how and the option to obtain a license under certain inventions conceived under the joint research collaboration.

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

The License Agreement ~~requires~~required the Company to pay Harvard an upfront fee, reimbursements for expenses that Harvard incurred in connection with the licensed patents, royalties on net sales and several milestone payments contingent upon the achievement of certain product development and commercialization milestones. The Harvard License Agreement will continue in full force and effect until the expiration of the last-to-expire valid claim of the licensed patents. As of ~~September~~June 30, ~~2017,~~2023, the Company ~~did not achieve any~~achieved three of ~~these~~the milestones ~~and is evaluating~~which represent all development milestones under the License Agreement. The Company continues to evaluate the likelihood that the other milestones will be achieved on a quarterly basis. ~~Moreover, since such royalties are dependent on future product sales which are neither determinable nor reasonably estimable, these royalty payments are not recorded on~~ ~~the Company's~~ ~~condensed consolidated balance sheet as of September 30, 2017.~~

The Company's total payment obligation under the Collaboration Agreement and the License Agreement is $6.3 million, some of which is subject to a minimum funding commitment under applicable circumstances as indicated above.

The Company has recorded expenses in the amount of ~~$465~~$10 thousand and ~~$267~~$24 thousand during the three months period ended September 30, 2017 and September 30, 2016 respectively. The Company has recorded expenses in the amount of $1.2 million and $1.3 million during the nine months period ended September 30, 2017 and September 30, 2016 respectively. Those expenses are part of the total payment obligation indicated above, as research and development expenses related to the License Agreement and to the Collaboration ~~Agreement.~~Agreement for the three months ended June 30, 2023, and 2022, respectively. For the six months ended June 30, 2023, and 2022, the expense were $21 thousand and $34 thousand, respectively. No withholding tax was deducted from the Company’s payments to Harvard in respect of the Collaboration Agreement and the License Agreement since this is not taxable income in Israel in accordance with Section 170 of the Israel Income Tax Ordinance 1961-5721.

NOTE ~~8:-~~ 7: SHAREHOLDERS’ EQUITY


	a.
	a.	Share option plans:

As of ~~September~~June 30, ~~2017,~~2023, and December 31, ~~2016,~~2022, the Company had reserved ~~602,158~~ a~~nd 380,153~~1,617,255 and 2,934,679 ordinary shares, respectively, for issuance to the Company’s and its affiliates’ respective employees, directors, officers, and consultants pursuant to equity awards granted under the Company's 2014 Incentive Compensation Plan (the “2014 Plan”).

Options to purchase ordinary shares generally vest over four years, with certain options to non-employee directors vesting quarterly over one year. Any option that is forfeited or canceled before expiration becomes available for future grants under the 2014 Plan.

~~The fair value for~~

There were no options granted during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~September 30, 2016 was estimated at the date of the grant using a Black-Scholes-Merton option pricing model with the following assumptions:~~2022.

Nine Months Ended September 30,
2017 2016
Expected volatility 56% - 58% 53% - 60%
Risk-free rate 1.78% - 2.07% 1.16%-1.60%
Dividend yield —% —%
Expected term (in years) 5.31-6.11 5.31-6.11
Share price $1.3- $2.1 $6.8- $11.88

The fair value of ~~restricted share units (“RSUs”)~~RSUs granted is determined based on the price of the Company's ordinary shares on the date of grant.

A summary of employee share options ~~to purchase ordinary shares and RSUs~~activity during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 is as follows:

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

Nine Months Ended September 30, 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 413,746
2.01

RSUs granted 230,484
—

Options exercised (2) (30,192 ) 1.39

RSUs vested (2) (59,450 ) —

RSUs forfeited (44,196 ) —

Options forfeited (169,008 ) 2.99

Options and RSUs outstanding at the end of the period 2,592,398
$ 5.39
7.45 $ 578

Options exercisable at the end of the period 1,272,727
$ 6.12
6.46 $ 64

	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	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		(888	)		36.99		-		-
Options outstanding as of June 30, 2023		43,106		$	41.35		3.96	$	-

Options exercisable as of June 30, 2023		43,106		$	41.35		3.96	$	-


~~(1)~~	~~Calculation of weighted average remaining contractual term does not include RSUs, which have an indefinite contractual term.~~


~~(2)~~	During the nine months period ended September 30, 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 87,795 ordinary shares.

The weighted average grant date fair value of options granted during the nine months ended September 30, 2017 and September 30, 2016 was $1.10 and $4.75, respectively. The weighted average grant date fair value of RSUs granted during the nine month period ended September 30, 2017 and September 30, 2016 was $2.01 and $9.28, respectively.

The aggregate intrinsic value in the table above represents the total intrinsic value that would have been received by the option holders had all option holders that hold options with positive intrinsic value exercised their options on the last date of the exercise period. ~~Total intrinsic~~No options were exercised during the six months ended June 30, 2023 and 2022.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

A summary of employees and non-employees RSUs activity during the six months ended June 30, 2023 is as follows:

	Number of shares underlying outstanding RSUs			Weighted average grant date fair value
Unvested RSUs as of December 31, 2022		2,755,057		$	1.16
Granted		1,415,000			0.60
Vested		(345,240	)		1.26
Forfeited		(96,688	)		1.19
Unvested RSUs as of June 30, 2023		3,728,129		$	0.92

The weighted average grant date fair value of ~~options exercised for each of~~RSUs granted during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023, and ~~September 30, 2016~~2022 was ~~$29 thousand~~$0.60 and ~~$844 thousand~~$1.14, respectively.

As of ~~September~~June 30, ~~2017,~~2023, there were ~~$5.1~~$2.8 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company's ~~2012 Equity Incentive Plan and its~~ 2014 Plan. This cost is expected to be recognized over a period of approximately ~~2.1~~3.3 years.

The number of options and RSUs outstanding as of ~~September~~June 30, ~~2017~~2023 is set forth below, with options separated by range of exercise price. ~~The below does not reflect the results of the Equity Exchange Program (as defined below) completed on October 5, 2017.~~

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)~~

Range of exercise price Options and RSUs outstanding as of September 30, 2017
Weighted
average
remaining
contractual
life (years) (1)
Options exercisable as of September 30, 2017
Weighted
average
remaining
contractual
life (years) (1)
RSUs only 353,437
—
—
—
$0.82 31,803
3.29
31,803
3.29
$1.32 335,095
4.75
330,095
4.67
$1.47 - $2.20 762,937
8.07
338,830
6.35
$6.80- $8.99 663,382
8.09
322,536
7.96
$9.22- $10.98 201,343
8.42
75,586
8.10
$19.62-$20.97 244,401
7.17
173,877
7.15
2,592,398
7.45
1,272,727
6.46

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)
RSUs only		3,728,129		-		-		-
$5.37		12,425		5.75		12,425		5.75
$20.42 - $33.75		13,285		4.73		13,285		4.73
$37.14 - $38.75		8,090		0.48		8,090		0.48
$50 - $52.50		6,731		3.97		6,731		3.97
$182.5 - $524		2,575		2.35		2,575		2.35
		3,771,235		3.96		43,106		3.96


(1)	Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term.

On September 6, 2017, the Company commenced a one-time equity award exchange program (the “Equity Exchange Program”), offering to certain eligible employees, executive officers and consultants the opportunity to cancel certain outstanding “underwater” stock options issued under the 2014 Plan, in exchange for the grant under such plan of a lesser number of RSUs. The Company's non-employee directors and retirees were not eligible to participate in the Equity Exchange Program. The Company conducted the Equity Exchange Program as a “value-for-value” exchange, pursuant to which the Company issued new RSUs with a value approximately equal to the value of the options that are surrendered, in accordance with the terms approved by the Company’s shareholders at the annual meeting of shareholders held on June 27, 2017. The primary purpose of the Equity Exchange Program was to restore the intended retention and incentive value of certain employee and consultant equity awards. Participation in the Equity Exchange Program was voluntary. The Company used the 52-week high closing price of its ordinary shares (as measured at the commencement of the Equity Exchange Program) as a threshold for options eligible to be exchanged. For more information on the results of the Equity Exchange Program, see Note 11.


	b.
	b.	Share-based awards to non-employee consultants:

The Company granted 3,454 options to a non-employee consultant on March 12, 2007, which were exercised during the nine months ended September 30, 2017. The Company granted 14,357 fully vested RSUs during the nine months ended September 30, 2017 to non-employee consultants. As of ~~September~~June 30, ~~2017,~~2023, there are no outstanding options or RSUs held by non-employee consultants.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Treasury shares:

On June 2, 2022, the Company’s Board of Directors approved a share repurchase program to repurchase up to $8.0 million of its Ordinary Shares, par value NIS 0.25 per share.On July 21, 2022, the Company received approval from an Israeli court for the share repurchase program. The program was scheduled to expire on the earlier of January 20, 2023, or reaching $8.0 million of repurchases. On December 22, 2022, the Company’s Board of Directors approved an extension of the repurchase program, with such extension to be in the aggregate amount of up to $5.8 million. The extension was approved by an Israeli court on February 9, 2023, and it expired on August 9, 2023.

As of June 30, 2023, pursuant to the Company’s share repurchase program, the Company had repurchased a total of 4,022,607 of its outstanding ordinary shares at a total cost of $3.5 million.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


	d.
	c.	Warrants to purchase ordinary shares:

The following table summarizes information about warrants outstanding and exercisable that were classified as equity as of ~~September~~June 30, ~~2017:~~2023:

~~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

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

(1)
~~(1)~~	Represents warrants ~~to purchase~~for ordinary shares atissuable upon an exercise price of ~~$10.08~~$7.500 per share, which were granted on ~~July 14, 2014 as part of our series E investment round.~~

~~(2)~~

~~Represents a warrant to purchase ordinary shares at an exercise price of $9.64 per share, which was issued on~~ December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to ~~us. The warrant is~~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 usthe Company with or into, or the sale or license of all or substantially all the assets or shares of usthe Company to, any other entity or person, other than a ~~wholly-owned~~wholly owned subsidiary of ~~us,~~the Company, excluding any transaction in which ~~our~~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 ~~September~~June 30, ~~2017.~~2023.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operation should be read in conjunction with the unaudited condensed consolidated financial statements and the related notes included elsewhere in this quarterly report and with our audited consolidated financial statements included in our ~~2016~~ Form 10-K for the year ended December 31, 2022 as filed with the ~~SEC.~~Securities and Exchange Commission (“SEC”) on February 23, 2023 and amended on May 1, 2023 (the “2022 Form 10-K”). In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. For a discussion of factors that could cause or contribute to these differences, see “Special Note Regarding Forward-Looking Statements” ~~below.~~above.

~~Special Note Regarding Forward-Looking Statements~~Overview

In addition to historical information, this quarterly report on Form 10-Q (this “quarterly report”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, that are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, financing plans, competitive position, industry environment, potential growth opportunities, potential market opportunities and the effects of competition. Forward-looking statements may include projections regarding our future performance and, in some cases, can be identified by words like “anticipate,” “assume,” “believe,” “could,” “seek,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “should,” “will,” “would” or similar expressions that convey uncertainty of future events or outcomes and the negatives of those terms. These statements may be found in this section of this quarterly report titled “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this quarterly report. These statements include, but are not limited to, statements regarding:

~~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 thereWe are a ~~substantial doubts 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 (the "FDA") potential~~

~~regulatory developments with respect to our mandatory 522 postmarket surveillance study;~~

~~the outcome of ongoing shareholder class action litigation relating to our IPO;~~

~~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 equity and debt financings in light of limitations under our Form S-3,~~

~~the price range of our ordinary shares and conditions in the financial markets, and that risk that such financings may dilute our shareholders or restrict our business;~~

~~Table of Contents~~

~~our ability to use effectively the proceeds of any offerings of our securities;~~

~~the impact of the market price of our ordinary shares on the determination of whether we are a passive foreign investment company;~~

~~our ability to maintain relationships with existing customers and develop relationships with new customers.~~

~~our ability to comply with the continued listing requirements of the NASDAQ Capital Market and the risk that our ordinary shares will be delisted if we cannot do so; and~~

~~our compliance with medical device reporting regulations to report adverse events involving our products and the potential impact of such adverse events on our ability to market and sell its products.~~

The preceding list is not intended to be an exhaustive list of all of our statements. The statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information currently available to us. These statements are only predictions based upon our current expectations and projections about future events. There are important factors that could cause our actual results, levels of activity, performance or achievements to differ materially from the results, levels of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks provided under “Part 1, Item 1A. Risk Factors” of our 2016 Form 10-K, and in other reports filed by us with the SEC.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur.

Any forward looking statement in this quarterly report speaks only as of the date hereof. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future developments or otherwise.

~~Overview~~

~~We are an innovative~~ medical device company that is designing, developing, and commercializing innovative technologies that enable mobility and wellness in rehabilitation and daily life for individuals with neurological conditions. Our initial product offerings were the SCI Products. These devices are robotic exoskeletons that ~~allow~~are designed for individuals with ~~mobility impairments or other medical conditions the ability to stand and walk once again. We have developed and are continuing to commercialize ReWalk, an exoskeleton~~paraplegia that ~~uses~~use our patented tilt-sensor technology and an onboard computer and motion sensors to drive motorized legs that power movement.

~~We currently derive revenue from selling the ReWalk Personal and ReWalk Rehabilitation exoskeleton devices that~~ These SCI Products allow individuals with ~~paraplegia~~spinal cord injury the ability to stand and walk ~~once again.~~again during everyday activities at home or in the community. In March 2023, we received 510(k) clearance from the U.S. Food and Drug Administration (“FDA”) for the ReWalk Personal 6.0 to enable the stairs functionality and add uses on stairs and curbs to the indication for use for the device in the U.S. The clearance permits U.S. customers to participate in more walking activities in their daily lives where stairs or curbs may have previously limited them. This feature has been available in Europe since initial CE Clearance, and real-world data from a cohort of 47 European users throughout a period of over seven years and consisting of over 18,000 stair steps was collected to demonstrate the safety and efficacy of this feature and support the FDA submission.

We have sought to expand our product offerings beyond the SCI Products through internal development and distribution agreements. We have developed our ReStore Exo-Suit device, which we began commercializing in June 2019. The ReStore is ~~currently designed~~a powered, lightweight soft exo-suit intended for ~~everyday~~use during the rehabilitation of individuals with lower limb disabilities due to stroke. During the second quarter of 2020, we finalized and moved to implement two separate agreements to distribute additional product lines in the United States. We are the exclusive distributor of the MYOLYN MyoCycle FES Pro cycles to U.S. rehabilitation clinics and for the MyoCycle Home cycles available to US veterans through the U.S. Department of Veterans Affairs (“VA”) hospitals. In the second quarter of 2020, we also became the exclusive distributor of the MediTouch Tutor movement biofeedback systems in the United States; however, due to unsatisfactory sales performance of the MediTouch product lines, we terminated this agreement as of January 31, 2023. We refer to the MediTouch and MyoCycle devices as our “Distributed Products.” We will continue to evaluate other products for distribution or acquisition that can broaden our product offerings further to help individuals with neurological injury and disability.

We are in the research stage of ReBoot, a personal soft exo-suit for home and community use by individuals atpost-stroke, and we are currently evaluating the reimbursement landscape and the potential clinical impact of this device. This product would be a complementary product to ReStore as it provides active assistance to the ankle during plantar flexion and dorsiflexion for gait and mobility improvement in the home environment, and it received Breakthrough Device Designation from the FDA in ~~their communities, and is custom-fitted for each user. ReWalk Rehabilitation is designed for~~November 2021. Further investment in the development path of the ReBoot has been temporarily paused in 2023 pending further determination about the clinical ~~rehabilitation environment where it provides valuable exercise~~ and ~~therapy. It also enables individuals to evaluate their capacity for using ReWalk Personal in~~commercial opportunity of this device.

Our principal markets are the ~~future.~~

~~Since obtaining CE mark clearance at the end of 2012~~United States and ~~FDA clearance in June 2014~~Europe. In Europe, we have ~~continued to increase our focus on selling the Personal device through third party payors~~a direct sales operation in ~~the U.S. and~~ Germany and ~~through distributors~~work with distribution partners in certain other ~~parts of the world. Additionally, we~~major countries. We have ~~received regulatory approval to sell the ReWalk deice~~offices in ~~other countries. In the future, we intend to seek approval~~Marlborough, Massachusetts, Berlin, Germany and Yokneam, Israel, from ~~the applicable regulatory agencies in other jurisdictions~~ where we ~~seek to market ReWalk.~~operate our business.

We have in the past generated and expect to generate in the future ~~expect to generate revenues~~revenue from a combination of third-party payors ~~self-payors, including~~(including private and government ~~employers,~~payors) and ~~institutions.~~self-pay individuals. While a broad uniform policy of coverage and reimbursement by third-party commercial payors currently does not exist in the United States for ~~electronic~~ exoskeleton technologies such as the ReWalk Personal Exoskeleton, we are pursuing various paths of reimbursement and support fundraising efforts by institutions and ~~clinics. In~~clinics, such as the VA policy that was issued in December 2015 ~~the Veterans' Administration (the “VA”) issued a national policy~~ for the evaluation, training, and procurement of ReWalk Personal exoskeleton systems for all qualifying veterans suffering from SCI across the United States. ~~The VA policy~~

We have also been pursuing updates with the Centers for Medicare and Medicaid Services (“CMS”), to clarify the Medicare coverage category (i.e., benefit category) applicable for personal exoskeletons. In 2021, the National Spinal Cord Injury Statistical Center (“NSCISC”) reported the Medicare and Medicaid are the primary payors for approximately 56% of the spinal cord injury population which are at least five years post their injury date. In July 2020, following a successful submission and hearing process, a code was issued for ReWalk Personal Exoskeleton (effective October 1, 2020), which may be used for purposes of claim submission to Medicare, Medicaid, and other payors. We are currently seeking a nationwide Medicare benefit category determination from CMS to designate the relevant Medicare benefit category. CMS has stated that, until a nationwide benefit category determination is issued, coverage and payment can be adjudicated on a case-by-case basis by the ~~first national coverage policy~~Medicare Administrative contractors (“MACs”).

CMS proposed to include personal exoskeletons in the ~~United States~~Medicare benefit category for ~~qualifying individuals who have suffered spinal cord injury. As of September 30, 2017, we had placed 16 units~~braces. CMS issued the proposal as part of the ~~VA policy. We also regularly assist in litigation efforts by individuals bringing claims against national~~Calendar Year 2024 Home Health Prospective Payment System Proposed Rule, CMS-1780 (Proposed Rule), released on June 30, 2023. The Proposed Rule would establish a new regulatory definition of “brace” and ~~regional insurers for reimbursement of~~include exoskeletons like the ReWalk ~~device,~~Personal Exoskeleton (i.e., exoskeletons described by Healthcare Common Procedure Coding System code K1007) in this definition. Once finalized, the Medicare benefit category for personal exoskeletons would be clear – i.e., the Medicare benefit category for “leg, arm, back, and ~~have received~~neck braces” – and ~~expect~~payment would be on a lump sum basis.

In Germany, we continue to ~~receive revenues~~make progress toward achieving coverage from ~~settlements or judgments paid~~the various government, private and worker’s compensation payors for our SCI products. In September 2017, each of German insurer BARMER GEK (“BARMER”) and national social accident insurance provider Deutsche Gesetzliche Unfallversicherung (“DGUV”), indicated that they will provide coverage to users who meet certain inclusion and exclusion criteria. In February 2018, the head office of German Statutory Health Insurance (“SHI”) Spitzenverband (“GKV”) confirmed their decision to list the ReWalk Personal Exoskeleton system in the German Medical Device Directory. This decision means that ReWalk is listed among all medical devices for compensation, which SHI providers can procure for any approved beneficiary on a case-by-case basis. During the year 2020 and 2021, we announced several new agreements with German SHIs, including TK and DAK Gesundheit, as well as the first German Private Health Insurer (“PHI”), which outline the process of obtaining our devices for eligible insured ~~users.~~patients. We are also currently working with several additional SHIs on securing a formal operating contract that will establish the process of obtaining a ReWalk Personal Exoskeleton for their beneficiaries within their system. Additionally, to date, several private insurers in the United States and Europe ~~have provided~~are providing reimbursement for ReWalk in certain ~~cases,~~cases.

Second Quarter 2023 and ~~in September 2017, each of German insurer BARMER GEK ("Barmer") and national social accident insurance provider~~ ~~Deutsche Gesetzliche Unfallversicherung~~ ~~(“DGUV”), signed a confirmation and letter of agreement, respectively, regarding the provision of ReWalk systems for all qualifying beneficiaries.~~Subsequent Period Business Highlights

~~Table of Contents~~

•	Total revenue for the second quarter of 2023 was $1.3 million, compared to $1.6 million in the second quarter of 2022;

•	Total revenue for the six months ended June 30, 2023 was $2.6 million, compared to $2.4 million in the six months ended June 30, 2022;

•	Gross margin was 43.1% in Q2’23, compared to 47.5% in Q2’22, a 4.4 percentage point decrease;

•	Operating expenses were $5.7 million in the second quarter of 2023, compared to $5.1 million in the second quarter of 2022, and $10.7 million for the six months ended June 30, 2023, compared to $9.7 million for the six months ended June 30, 2022.

We continue to engage with U.S. and European national and regional insurance providers, including European workers’ compensation groups, to secure potential coverage policies based on supportive data and appeal rulings that have deemed exoskeleton devices a “medically necessary” standard of care for individuals with SCI. As part of this ongoing initiative, a large national insurance provider has requested additional information from us in order to continue to evaluate a change from its current non-coverage policy. We are also submitting data to two additional U.S. commercial groups for policy reviews.

In the future, we intend to pursue reimbursement coverage through the Centers for Medicare and Medicaid Services (“CMS”). While we believe that a positive response from CMS may broaden coverage by private insurers, we cannot currently predict how long it would take for us to receive a decision from CMS. For more information, see “Part I. Item 1A. Risk Factors-Risks Related to Our Business and Our Industry-We may fail to secure or maintain adequate insurance coverage or reimbursement for ReWalk by third-party payors, including the VA, which risk may be heightened if insurers find ReWalk to be investigational or experimental or if new government regulations change existing reimbursement policies. Additionally, such coverage or reimbursement, even if maintained, may not produce revenues that are high enough to allow us to sell our products profitably” in our 2016 Form 10-K.

In early January 2017, we announced our plans to reduce our operating expenses in 2017 by up to 30% as compared to 2016. We have been working toward such reductions through a combination of targeted savings, including by establishing quality improvement initiatives and lowering overall product cost, realigning our staffing priorities and reducing the size of our staff, including our reimbursement personnel, reducing spending on external appeals and lowering other corporate spending. In the near future, we intend to continue focusing on our reimbursement efforts with our streamlined staffing by pursuing insurance claims on a case-by-case basis, managing claims through the review process and external appeals, and investing in efforts to expand coverage.

In June 2017, we unveiled our lightweight “soft suit” exoskeleton prototype, in anticipation of later clinical studies and commercialization of an initial indication designed for strokes, and in October 2017, we announced the start of pre-clinical testing on the Restore “soft suit” system for stroke patients. A prospective clinical trial with the Restore system is targeted to begin in early 2018, and we aim to commercialize the system for use by stroke patients in Europe in late 2018, followed by the United States in late 2018 or early 2019, subject to the timing and receipt of CE mark and FDA clearance, respectively. We have not yet applied for these clearances and intend to apply in mid-2018. Obtaining clearance could involve an extensive and time-consuming process and delay commercialization beyond our planned timetable, and we cannot make any assurances regarding the ultimate timing of FDA or CE mark clearance or commercialization of the products. For more information on the clearance processes, see “Part I, Item 1. Business-Government Regulation” in our 2016 Form 10-K. For more information on the Restore system, see our Current Report on Form 8-K filed with the SEC on October 23, 2017.

We intend to focus our research and development efforts in the near term primarily on the Restore system for stroke patients and in the longer term on “soft suit” exoskeletons for additional indications affecting the ability to walk, including multiple sclerosis, cerebral palsy, Parkinson’s disease and elderly assistance, and the next generation of our current ReWalk device. We anticipate that the next generation of the ReWalk will be a structural exoskeleton similar to our existing ReWalk devices, but with a slimmer profile, lighter body and improved drive mechanism.

We have incurred net losses and negative cash flows from operations since inception. We anticipate that this will continue in the near term as we plan to focus our resources mainly on reimbursement efforts, and efforts to expand coverage for the ReWalk system, clinical studies, including our FDA postmarket study, the development and commercialization efforts for the lightweight “soft suit” exoskeleton to treat stroke patients and development efforts for similar “soft suit” exoskeleton technology for other indications affecting the ability to walk. We are committed to maintaining optionality to ensure that we can operate our business without interruptions, enhance our product portfolio and pursue new markets. As such, from time to time, we have engaged and may in the future engage in strategic transactions designed to enhance shareholder value including, but not limited to, alliances, such as our strategic alliance with Yaskawa Electric Corporation, divestitures, private placements, sales of our assets or business and joint ventures.

~~Table of Contents~~

~~Third Quarter 2017 Business Highlights~~

Revenues grew 24% to $1.7 million and 46% to $6.2 million for the three and nine months ended September 30, 2017, respectively, compared to revenues of $1.4 million and $4.3 million for the three and nine months ended September 30, 2016, respectively.

~~We placed 16 ReWalk devices during the quarter ended September 30, 2017, of which 10 were placed in the Unites States, 3 were in our direct markets in Europe, and 3 were in other markets.~~

~~We secured 7 favorable case by case insurance reimbursement decisions.~~

~~We increased pending insurance claims to 218 in the U.S. and Germany, as of September 30, 2017, compared to 149 as of the end of the prior year period.~~

Barmer confirmed it will provide ReWalk systems to all qualifying beneficiaries. Barmer provides insurance coverage for nearly ten million people in Germany, as a member of the German Statutory Health Insurance network and one of the most significant national insurers in the country. Exoskeletons will be provided to users that meet certain inclusion criteria and assessment by the German Health Insurance Medical Service (~~Medizinischer Dienst der Krankenversicherungen) before and after training. Barmer has already begun processing claims with users entering training for in-home use of an exoskeleton.~~

~~Germany’s national social accident insurance provider, DGUV, signed a confirmation letter with ReWalk, stipulating that the DGUV's member payers, including the health insurance association~~ ~~Berufsgenossenschaft~~ (also known as BG) and state insurers, will approve the supply of exoskeleton systems for qualifying beneficiaries on a case-by-case basis. DGUV is comprised of 35 different insurers, which provide coverage for more than 70 million individuals in Germany. Per the agreement, eligible individuals will go to BG clinics for evaluation as a part of the procurement.

Completed critical design review processes and began the pre-clinical testing of the Restore lightweight soft-exosuit base design in preparation for the clinical study and commercialization of an initial indication designed for stroke patients.

Total operating expenses in the third quarter of 2017 were $6.1 million, compared with $7.7 million in the prior year period. The reduction in operating expenses reflected our initiatives to reduce spending, as announced earlier in 2017.

During the quarter ended September 30, 2017, we sold 1,678,288 shares generating total net proceeds to the Company of $2.9 million (after commissions, fees and expenses) under our ATM Offering Program. For more information, see Note 8e to our unaudited condensed consolidated financial statements set forth in “Part I, Item 1. Financial Statements” above and “Liquidity and Capital Resources” below.

~~Table of Contents~~

Results of Operations for the Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 and ~~September~~June 30, ~~2016~~2022

Our operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, as compared to the same ~~periods~~period in ~~2016,~~2022, are presented below. TheThe results set forth below are not necessarily indicative of the results to be expected in future periods.

	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 September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Revenues $ 1,732
$ 1,400
$ 6,238
$ 4,278
Cost of revenues 1,024
1,110
3,740
3,410

Gross profit 708
290
2,498
868

Operating expenses:

Research and development, net 1,618
1,968
4,433
6,737
Sales and marketing 2,637
3,774
8,643
10,577
General and administrative 1,805
1,951
5,796
5,960

Total operating expenses 6,060
7,693
18,872
23,274

Operating loss (5,352 ) (7,403 ) (16,374 ) (22,406 )

Loss on extinguishment of debt —
—
313
—
Financial expenses, net 479
508
1,843
1,514

Loss before income taxes (5,831 ) (7,911 ) (18,530 ) (23,920 )
Income taxes 15
9
25
39
Net loss $ (5,846 ) $ (7,920 ) $ (18,555 ) $ (23,959 )

Net loss per ordinary share, basic and diluted $ (0.27 ) $ (0.62 ) $ (1.00 ) $ (1.92 )

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted 21,660,757
12,759,887
18,463,444
12,495,433

~~Table of Contents~~

Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2023 Compared to Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2022

~~Revenues~~

Revenues

Our revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 were as follows:

	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

Personal unit revenues consist of ReWalk Personal 6.0 and Distributed Products sale, rental, service and warranty revenue for home use.

Rehabilitation unit revenues consist of ReStore, Distributed Products and SCI Products sale, rental, service and warranty revenue to clinics, hospitals for treating patients with relevant medical conditions or medical academic centers.

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
(in thousands, except unit amounts) (in thousands, except unit amounts)
Personal units placed 15
20
81
75
Rehabilitation units placed 1
3
3
5
Total units placed 16
23
84
80
Personal unit revenues $ 1,707
$ 1,250
$ 6,033
$ 3,929
Rehabilitation unit revenues $ 25
$ 150
$ 205
$ 349
Revenues $ 1,732
$ 1,400
$ 6,238
$ 4,278

Revenues ~~increased~~decreased by ~~$332~~$233 thousand, or ~~24%~~15%, for the three months ended ~~September~~June 30, ~~2017~~2023 compared to the three months ended ~~September~~June 30, ~~2016.~~ 2022, due to a lower number of ReWalk Personal 6.0 units sold in the United States and Europe.

Revenues increased ~~by $2.0 million,~~$121 thousand, or ~~46%,~~5% for the ~~nine~~six months ended ~~September~~June 30, ~~2017 compared to the nine months ended September 30, 2016. The increase in revenue was primarily~~2023 mainly due to ~~sales mix, including~~ higher sales ~~to the VA for use in an ongoing clinical study, reaching, as~~volume of ~~September 30, 2017, 60 units placed as part of the study since its inception~~ReWalk Personal 6.0 and MyoCycle devices in the ~~fourth quarter of 2015, and an increase in the conversion of rental units into purchases.~~United States.

In the future, we expect our growth to be driven by sales of our ReWalk Personal device tothrough expansion of coverage and reimbursement by commercial and government third-party payors, as ~~we continue~~well as sales of Distributed Products and the ReStore device to ~~focus our resources on broader commercial coverage policies with third-party payors.~~rehabilitation clinics and personal users.

Gross Profit

Our gross profit for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016 were~~2022 was as follows (in thousands):

	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,
2017 2016 2017 2016
Gross profit $ 708
$ 290
$ 2,498
$ 868

Gross profit was ~~41%~~43% of revenue for the three months ended ~~September~~June 30, ~~2017,~~2023 compared to ~~21% of revenue~~48% for the three months ended ~~September~~June 30, ~~2016.~~2023. Gross profit was ~~40%~~45% of revenue for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, compared to ~~20% of revenue~~41% for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. The decrease in gross profit for the three months ended June 30, 2023 was primarily driven by the lower volume of units sold and a decrease in our average selling price due to a change in sales mix. The increase in gross profit for the six months ended June 30, 2023, was mainly driven by a higher volume of units sold and an increase in average selling price due to a change in sales mix primarily during the first quarter of 2023 compared to the first quarter of 2022.

We expect gross profit and gross margin will increase in the ~~conversion of rental units into purchases and lower product costs.~~

~~We expect our gross profit to gradually improve~~future as we increase our revenue volumes and ~~lower our unit manufacturing costs through implementation of certain cost reduction projects and economies of~~realize operating efficiencies associated with greater scale which will reduce the cost of revenue as a percentage of revenue. Improvements may be partially offset by ~~potential price increase.~~the lower margins we currently expect from ReStore and our Distributed Products as well as due to an increase in material costs.

Research and Development Expenses, net

Our research and development expenses, net, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 were as follows (in thousands):

	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,
2017 2016 2017 2016
Research and development expenses, net $ 1,618
$ 1,968
$ 4,433
$ 6,737

~~Table of Contents~~

Research and development expenses, ~~net,~~ decreased by ~~$350~~$140 thousand, or ~~18%~~15%, for the three months ended ~~September~~June 30, ~~2017~~2023 compared to the three months ended ~~September~~June 30, ~~2016. The decrease in expenses is primarily attributable to a grant received from the IIA, which were credited to research and development expenses,~~2022 and a decrease ~~in personnel costs and personnel-related costs, partially offset by an increase in costs related to development~~ of ~~the Restore device. Additionally, Research and development expenses, net, decreased $2.3 million, or 34%,~~$295 thousand for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. The decrease ~~in expenses~~ is ~~primarily~~ attributable to ~~a one-time charge of $1.1 million recorded in 2016 related to the Collaboration Agreement~~decreased consulting, subcontractors and ~~License Agreement with Harvard, grants~~other expenses from lower product development activity since we received clearance from the ~~IIA which were credited to research~~FDA for the stairs and ~~development expenses, net during~~curbs in the ~~nine months ended September 30, 2016 and a decrease in personnel costs and personnel-related costs.~~United States.

We intend to focus our research and development expenses mainly on our current products maintenance and improvement as well as in support of the ~~near term primarily on~~FDA submission for clearance of the Restore system for stroke patients and in the longer term on a “soft suit” exoskeleton for additional indications affecting the ability to walk, including multiple sclerosis, cerebral palsy, Parkinson’s disease and elderly assistance and theReWalk 7 next generation ~~of our current ReWalk device.~~model.

Sales and Marketing Expenses

Our sales and marketing expenses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 were as follows (in thousands):

	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,
2017 2016 2017 2016
Sales and marketing expenses $ 2,637
$ 3,774
$ 8,643
$ 10,577

Sales and marketing expenses ~~decreased $1.1 million,~~increased by $157 thousand, or ~~30%~~7%, for the three months ended ~~September~~June 30, ~~2017~~2023 compared to the three months ended ~~September~~June 30, ~~2016. Sales~~2022 and ~~marketing expenses decreased $1.9 million,~~$457 thousand, or ~~18%,~~10% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. The ~~decrease is~~increase was primarily driven by ~~lower personnel and personnel-related costs and~~higher consulting expenses ~~as result~~related to the CMS reimbursement process and other marketing expenses, partially offset by the Employee Retention Credit (ERC) payroll tax refund of ~~our recent cost reduction efforts.~~$186 thousand we received in the United States.

In the near term our sales and marketing expenses are expected to be driven by our ~~commercialization and~~efforts to expand the reimbursement ~~efforts for the~~coverage of our ReWalk Personal device ~~as we continue~~and to ~~pursue insurance claims on a case by case basis, manage claims through the review process and external appeals and invest in efforts to expand coverage.~~support our current commercial product activities.

General and Administrative Expenses

Our general and administrative expenses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 were as follows (in thousands):

	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,
2017 2016 2017 2016
General and administrative $ 1,805
$ 1,951
$ 5,796
$ 5,960

General and administrative expenses ~~decreased $146~~increased by $595 thousand, or 7%33%, for the three months ended ~~September~~June 30, ~~2017~~2023 compared to the three months ended ~~September~~June 30, ~~2016. General~~2022 and ~~administrative expenses decreased $164~~$843 thousand, or 26% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the ~~nine~~six months ended ~~September 30, 2016.~~June, 2022. The ~~decrease in~~increase was primarily driven by increased payroll and related expenses ~~is primarily attributable~~as well as professional services related to ~~lower professional expenses and personnel-related costs.~~acquisition activity.

~~Loss on Extinguishment of Debt~~

Loss on extinguishment of debt of $313 thousand for the nine months ended September 30, 2017 is due to amending of our debt under the Loan Agreement with Kreos, such that $3.0 million in principal is now subject to the Kreos Convertible Note. The entry into the Kreos Convertible Note, which decreased the outstanding principal amount under the Loan Agreement from $17.2 million to $14.2 million, resulted in extinguishment of debt accounting treatment.

~~Table of Contents~~31

Financial Expenses (Income), Net

Our financial expenses (income), net, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Financial expenses, net $ 479
$ 508
$ 1,843
$ 1,514

	Three Months Ended June 30,					Six Months Ended June 30,
	2023		2022			2023		2022
Financial (expenses) income, net	$	558	$	(44	)	$	636	$	(68	)

Financial ~~expenses,~~income, net, ~~decreased $29~~increased by $602 thousand ~~or 6%~~ for the three months ended ~~September~~June 30, ~~2017~~2023 compared to the three months ended ~~September~~June 30, ~~2016. Financial expenses, net, increased $329~~2022 and $704 thousand ~~or 22%~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. This increase ~~with respect to the nine-month period is attributable mainly~~was primarily due to interest ~~expenses related~~income received from a change in cash management to ~~our Loan Agreement with Kreos.~~cash accounts that pay a higher interest rate and exchange rate fluctuations.

Use of ~~various forms of capital-raising transactions. Future equity or debt financings may dilute our shareholders, disrupt our business or place us under restrictive covenants, while limitations under our~~ Form S-3 ~~may make it more difficult for us to raise money in the public markets” in “Part II, Item 1. Risk Factors” of this quarterly report.~~

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~~Loan Agreement with Kreos and Related Warrant to Purchase Ordinary Shares~~

On December 30, 2015, we entered into the Loan Agreement with Kreos pursuant to which Kreos extended a line of credit to us in the amount of $20.0 million. On January 4, 2016, we drew down $12.0 million under the Loan Agreement. Under the terms of the Loan Agreement we were entitled to draw down up to an additional $8.0 million until December 31, 2016, if we raised $10.0 million or more in the issuance of shares of our capital stock (including debt convertible into shares of our capital stock) by December 31, 2016. On December 28, 2016, we drew down the remaining $8.0 million available under the Loan Agreement. Interest is payable monthly in arrears on any amounts drawn down at a rate of 10.75% per year from the applicable drawdown date through the date on which all principal is repaid. As of June 30, 2017, the Company raised more than $20 million in connectionBeginning with the ~~issuance~~filing of its share capital and therefore, in accordance with the terms of the Loan Agreement, the repayment period was extended from 24 months to 36 months. The principal was also reduced in connection with the issuance of the Kreos Convertible Note on June 9, 2017. Pursuant to the Loan Agreement, we paid Kreos a transaction fee equal to 1.0% of the total available amount of the line of credit upon the execution of the agreement and we will be required to pay Kreos an end of loan payment equal to 1.0% of the amount of each tranche drawn down upon the expiration of each such tranche. During the nine months ended September 30, 2017 the Company paid $23 thousand of fees in connection with the Loan Agreement, compared to $501 thousand during the fiscal year ended December 31, 2016. Pursuant to the Loan Agreement, we granted Kreos a first priority security interest over all of our ~~assets, including intellectual property and equity interests in its subsidiaries, subject to certain permitted security interests.~~

In connection with the $12.0 million drawdown under the Loan Agreement, we issued to Kreos the warrant to purchase up to 119,295 of our ordinary shares at an exercise price of $9.64 per share, which represented the average of the closing prices of our ordinary shares for the 30-day calendar period prior to the date of the issuance of the warrant, subject to adjustment as set forth in the warrant. In connection with the $8.0 million drawdown under the Loan Agreement on December 28, 2016, we increased the amount of the warrant from $1.15 million to $1.61 million, or by $460 thousand, such that the warrant represents the right to purchase up to 167,012 of our ordinary shares. The increase was based on the terms of the warrant, which provide that the amount of the warrant will be increased by 5.75% of any additional drawdowns. Subject to the terms of the warrant, the warrant is exercisable, in whole or in part, at any time prior to the earlier of (i) December 30, 2025, or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of us with or into, or the sale or license of all or substantially all our assets or shares to, any other entity or person, other than a wholly- owned subsidiary of us, excluding any transaction in which our shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction.

On June 9, 2017, the Company and Kreos entered into the First Amendment. As of that date the outstanding principal amount under the Loan Agreement was $17.2 million, Under the First Amendment, $3.0 million of the outstanding principal under the Loan Agreement is subject to repayment pursuant to the senior secured Kreos Convertible Note issued on June 9, 2017, thus reducing the outstanding principal amount under the Loan Agreement to $14.2 million as of June 9, 2017. This amended outstanding principal amount remains subject to repayment in accordance with the terms and conditions of the Loan Agreement and an amended repayment schedule. Interest on the Kreos Convertible Note is payable monthly in arrears at a rate of 10.75% per year.

Kreos may convert the then-outstanding principal and “end of loan payments” under the Kreos Convertible Note, in whole or in part, on one or more occasions, into up to 2,523,660 ordinary shares, at a conversion price per share equal to $1.268 per share (subject to customary anti-dilution adjustments) at any time until the earlier of (i) the maturity date of June 9, 2020 or (ii) a “Change of Control,” as defined in the Loan Agreement. ~~For more information, see Note 6 to our condensed consolidated financial statements~~ ~~included in “Part I, Item 1” of this quarterly report.~~

~~Equity Raises~~

Our initial public offering in September 2014 generated $36.3 million in net proceeds. Additionally, on May 9, 2016, the SEC declared effective our Form S-3, pursuant to which we registered up to $100 million of ordinary shares, warrants and/or debt securities and up to 4,388,143 ordinary shares offered by selling shareholders named therein. On May 10, 2016, we entered into our Equity Distribution Agreement with Piper Jaffray, pursuant to which we may offer and sell, from time to time, ordinary shares having an aggregate offering price of up to $25.0 million through Piper Jaffray acting as our agent. The ordinary shares issued under the Equity Distribution Agreement may be registered under the Securities Act using our Form S-3. Additionally, on November 1, 2016, we closed our follow-on public offering of 3,250,000 units, each consisting of one ordinary share and 0.75 of a warrant to purchase one ordinary share. The ordinary shares and the warrants underlying the units and the ordinary shares issuable upon exercise of the warrants are registered under the Securities Act on our Form S-3.

~~Table of Contents~~

~~Since we filed our 2016~~ Form 10-K on February 17, 2017, we ~~have been~~were subject to limitations under the applicable rules of Form S-3, which ~~constrain~~constrained our ability to secure capital ~~pursuant~~with respect to ~~our ATM Offering Program or other~~ public offerings pursuant to our effective Form S-3. These rules limit the size of primary securities offerings conducted by issuers with ~~an aggregate market value of common stock held by nonaffiliated persons and entities (known as our “public float”)~~a public float of less than $75 million to no more than one-third of their public float in any 12-month period. AsAt the time of filing our 2022 Form 10-K, on February ~~17, 2017,~~23, 2023, we were subject to these limitations, because our public float ~~was approximately $41.2~~did not reach at least $75 million ~~restricting~~in the ~~size~~60 days preceding the filing of ~~primary offerings under~~ our 2022 Form ~~S-3 to approximately $13.7 million for the following 12 months, unless and until we are no longer subject to these limitations.~~10-K. We will ~~cease~~continue to be subject to these limitations ~~once~~for the remainder of the 2023 fiscal year and until the earlier of such time as our public float ~~exceeds~~reaches at least $75 million ~~in which case we would reassess the application of these rules in 2018,~~or when we file our next annual report for the year ended December 31, 2023, at which time we will be required to re-test our status under these rules. If our public float is below $75 million as of the filing of our next annual report on Form 10-K, ~~for~~or at the ~~fiscal year ending December 31, 2017. Additionally,~~time we file a new Form S-3, we will continue to be subject to these limitations, until the date that our public float again reaches $75 million. These limitations do not apply to secondary offerings for the resale of our ordinary shares or other securities by selling shareholders or to the issuance of ordinary shares upon conversion by holders of convertible securities, such as warrants. ~~Taking into account~~We have registered up to $100 million of ordinary shares ~~issued~~warrants and/or debt securities and ~~settled under~~certain other outstanding securities with registration rights on our ATM since February 17, 2017, as of September 30, 2017, our remaining capacity for primary offerings under our Form S-3 during the 12 months after February 17, 2017 was $4.3 million, assuming we remain subject to such limitations throughout that 12-month period.

~~To raise additional capital in securities offerings above that limitation, we may be required to seek other methods of completing primary offerings, including, for example, under a~~ registration statement on Form ~~S-1 (which has no such size limitations),~~S-3, which was declared effective by the ~~preparation of which would be more time-consuming and costly, including due~~SEC in May 2022.

Share Repurchase Program

In June 2022, we announced that our Board had approved a program to ~~potential SEC review. We may also conduct such offerings in the form of private placements, potentially with registration rights or priced at a discount~~repurchase up to ~~the market value~~$8.0 million of our ordinary shares, ~~which could require shareholder~~par value NIS 0.25 per share, subject to receipt of Israeli court approval. In July 2022, we announced that we had received approval ~~under~~from an Israeli court for the ~~rules~~share repurchase program, valid through January 20, 2023.

On December 19, 2022, our board of directors approved the ~~NASDAQ. Any~~extension of our on-going share repurchase program, with such ~~transactions could result~~extension to be in ~~substantial dilution~~the aggregate amount of ~~shareholders’ interests.~~up to $5.8 million. The extension was approved by an Israeli court on February 9, 2023 for a six-month period expiring on August 9, 2023.

~~ATM Offering Program~~

~~On May 10, 2016, we entered into our Equity Distribution Agreement with Piper Jaffray, pursuant to which we may offer and sell,~~Under the program, share repurchases were made from time to time ~~ordinary shares having an aggregate offering~~using a variety of methods, in accordance with all applicable securities laws and regulations, including restrictions relating to volume, price ~~of up to $25.0 million through Piper Jaffray acting as our agent. Subject to the terms~~ and conditions of the Equity Distribution Agreement, Piper Jaffray will use its commercially reasonable efforts to sell on our behalf all of the ordinary shares requested to be sold by us, consistent with its normal trading and sales practices. Piper Jaffray may also act as principal in the sale of ordinary sharestiming under applicable law, including Rule 10b-18 under the ~~Equity Distribution Agreement. Such sales may be made under our Form S-3 in what may be deemed “at-the-market” equity offerings~~United States Securities Exchange Act of 1934, as defined in Rule 415 promulgated under the Securities Act, directly on or through the NASDAQ Capital Market, to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the timeamended (the “Exchange Act”).

As of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions. Taking into account ordinary shares issued and settled under our ATM since February 17, 2017, as of SeptemberJune 30, ~~2017, our remaining capacity for primary offerings under our Form S-3 during the 12 months after February 17, 2017 was $4.3~~2023, we had repurchased approximately 4.0 million ~~assuming we remain subject to such limitations throughout that 12-month period.~~

Piper Jaffray is entitled to compensation at a fixed commission rate of 3.0% of the gross sales price per share sold through it as agent under the Equity Distribution Agreement. Where Piper Jaffray acts as principal in the sale of ordinary shares under the Equity Distribution Agreement, such rate of compensation will not apply, but in no event will the total compensation of Piper Jaffray, when combined with the reimbursement of Piper Jaffray for the out-of-pocket fees and disbursements of its legal counsel, exceed 8.0% of the gross proceeds received from the sale of the ordinary shares.

We may instruct Piper Jaffray not to sell ordinary shares if the sales cannot be effected at or above the price designated by us in any instruction. We or Piper Jaffray may suspend an offering of ordinary shares under the ATM Offering Program upon proper notice and subject to other conditions, as further described in the Equity Distribution Agreement. Additionally, the ATM Offering Program will terminate on the earlier of (i) the sale of all ordinary shares subject to the Equity Distribution Agreement or (ii) the termination of the Equity Distribution Agreement. The Equity Distribution Agreement may be terminated by Piper Jaffray or us at any time on the close of business on the date of receipt of written notice, and by Piper Jaffray at any time in certain circumstances, including any suspension or limitation on the trading of our ordinary shares ~~on the NASDAQ Capital Market, as further described in the Equity Distribution Agreement. During the nine months ended September 30, 2017, the Company issued and sold 5,379,908 ordinary shares at~~for an ~~average~~aggregate purchase price of $1.76 per share under its ATM Offering Program (as defined in Note 8e below). The gross proceeds to the Company were $9,448 thousand, and the net aggregate proceeds after deducting commissions, fees and offering expenses in the amount of $439 thousand were $9.0 million. As a result, from the inception of the ATM Offering Program in May 2016 until September 30, 2017, we had sold 6,071,970 ordinary sharesapproximately $3.5 million under the ~~ATM Offering Program for net proceeds to us of $13.1 million (after commissions, fees and expenses). Additionally,~~repurchase program. The repurchase program, as of that date, we had paid Piper Jaffray compensation of $420 thousand and had incurred total expenses of approximately $907 thousand in connection with the ATM Offering Program. We intend to continue using this program opportunistically to raise additional funds.

~~Table of Contents~~

~~Follow-on Offering of Units~~

On November 1, 2016, we closed our follow-on public offering of 3,250,000 units, each consisting of one ordinary share and 0.75 of a warrant to purchase one ordinary share. The units were not issued or certificated, and the ordinary shares and warrants underlying the units were immediately separable and issued separately. The warrants are not listedextended, expired on the NASDAQ Capital Market, any other national securities exchange or any other nationally recognized trading system. The ordinary shares and the warrants underlying the units and the ordinary shares issuable upon exercise of the warrants are registered under the Securities Act on our Form S-3. Our estimated net aggregate proceeds, after deducting underwriting discounts and commissions and estimated expenses, were $11.1 million. We also granted Oppenheimer, as underwriter under the underwriting agreement, an option to purchase up to 487,500 additional units at the public offering price, less the underwriting discount, for 30 days after October 27, 2016, which Oppenheimer did not exercise.

The warrants became exercisable during the period commencing from the date of original issuance and ending on November 1, 2021, the expiration date of the warrants, at an initial exercise price of $4.75 per ordinary share. The exercise price and the numberAugust 9, 2023. No repurchases of ordinary shares ~~into which the warrants may be exercised are subject~~were made by us subsequent to adjustment upon certain corporate events, including stock splits, reverse stock splits, combinations, stock dividends, recapitalizations, reorganizations and certain other events. Our board of directors may also determine to make such adjustments to the exercise price and number of ordinary shares to be issued upon exercise based on similar events, including the granting of stock appreciation rights, phantom stock rights or other rights with equity features. At any time, the board of directors may reduce the exercise price of the warrants to any amount and for any period of time it deems appropriate. As of SeptemberJune 30, ~~2017, none of the warrants issued in the follow-on offering had been exercised.~~2023.

The announcement and ~~further losses are anticipated in the development~~pendency of our business. Those factors raise substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern depends upon our obtaining the necessary financing to meet our obligations and timely repay our liabilities arising from normal business operations.

~~We intend to finance operating costs over the next 12 months with existing cash on hand, issuances~~acquisition of equity and/or debt securities, including issuances under our ATM Offering Program, or through a combination of the foregoing. However, we will need to seek additional sources of financing to the extent that we require more funds than anticipated during the next 12 months or in later periods, including if we cannot make our loan repayments under our Loan Agreement with Kreos or if we cannot raise sufficient funds from equity issuances, such as the ATM Offering Program. Due to limitations under the rules of Form S-3, whichAlterG may have applied to us since we filed our 2016 Form 10-K, and taking into account ordinary shares issued and settled under our ATM Offering Program, as of September 30, 2017, we could only issue up to $4.3 million in primary offerings under our effective Form S-3, including our ATM Offering Program, during the 12 months following February 17, 2017, until and unless we cease to be subject to these limitations. For more information on these limitations, see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources-Equity Raises.” This limitation makes it more difficult for us to raise money in the public markets.

To raise additional capital in the public markets, including taking into account the limitation above, we may be required to seek other more costly or time-consuming methods, such as registration statements on Form S-1. We may also conduct fundraising transactions in the form of private placements, potentially with registration rights or priced at a discount to the market value of our ordinary shares, which could require shareholder approval under the rules of The NASDAQ Stock Market LLC (“NASDAQ”), or other equity raise transactions. In addition to increased capital costs, any such transactions could result in substantial dilution of our shareholders’ interests, transfer control to a new investor and diminish the value of an investment in our ordinary shares. We may also need to pursue strategic transactions, such as joint ventures, in-licensing transactions or the sale of our business or all or substantially all of our assets. These private financings and strategic transactions could require significant management attention, disrupt our business, adversely affect our financial results, be unsuccessful or fail to achieve the desired results. We are in discussions routinely with such possible sources of additional funding, including during the pendency of sales under our ATM Offering Program. We have not entered into any agreement or understanding regarding any such transaction.

As another alternative, we may in the future choose to refinance up to a substantial portion of our remaining indebtedness under the Loan Agreement, including by tying our repayment obligations and amortization schedule to the achievement of certain business milestones, which we have considered with Kreos from time to time. Agreements governing any borrowing arrangement may contain covenants that could restrict our operations. In sum, if we are unable to obtain additional funds on reasonable terms, it could impair our efforts to develop and commercialize existing and new products and to repay our liabilities as they become due, materially harming our results of operations and financial condition.

If we are unable to leverage and expand our sales, marketing, training and reimbursement infrastructure, including in light of our announced plan to reduce corporate spending, we may fail to increase our revenues.

A key element of our long-term business strategy is the continued enhancement of our sales, marketing, training and reimbursement infrastructure, through the training, retaining and motivating of skilled sales and marketing representatives and reimbursement personnel with industry experience and knowledge. Our ability to derive revenue from sales of our products depends largely on our ability to market the products and obtain reimbursements for them. In order to continue growing our business efficiently, we must therefore coordinate the development of our sales, marketing, training and reimbursement infrastructure with the timing of regulatory approvals, decisions regarding reimbursements and other factors in various geographies. Managing and maintaining this infrastructure is expensive and time-consuming, and an inability to leverage such an organization effectively, or in coordination with regulatory or other developments, could inhibit potential sales and the penetration and adoption of ReWalk into both existing and new markets. In addition, as previously announced, we have set a goal to reduce total operating expenses in 2017 by up to 30% as compared to 2016, in part through a realignment of and reduction in staffing to match our 2017 business goals. As we move forward with these plans, we intend to continue funding field sales, service and training efforts for our ReWalk products. However, certain decisions we make regarding staffing in these areas in our efforts to decrease expenses could have unintended negative effects on our revenues, such as by weakening our sales infrastructure, impairing our reimbursement efforts and/or harming the quality of our customer service. For instance, the number of our staff focused on reimbursement has decreased, and we recently consolidated the functions of two employees that previously focused on reimbursement into the roles of certain executive officers and employees in other departments. Additionally, our Chief Commercial Officer recently passed away.

We also expect to face significant challenges as we manage and continue to improve our sales and marketing infrastructure and work to retain the individuals who make up those networks. Newly hired sales representatives require training and take time to achieve full productivity. If we fail to train new hires adequately, or if we experience high turnover in our sales force in the future, we cannot be certain that new hires will become as productive as may be necessary to maintain or increase our sales. In addition, if we are not able to retain, subject to our plans to cut operating expenses, and continue to recruit our network of internal trainers, we may not be able to successfully train customers on the use of ReWalk, which could inhibit new sales and harm our reputation. If we are unable to expand our sales, marketing and training capabilities, we may not be able to effectively commercialize ReWalk, or enhance the strength of our brand, which could have a material adverse effect on our business, financial condition, operating ~~results.~~results and cash flows.

~~We are~~

On August 8, 2023, we entered into a definitive agreement to acquire AlterG. The Acquisition is expected to close on August 11, 2023, subject to ~~securities class action lawsuits against us~~customary closing conditions. We have devoted, and will continue to devote, significant management and other internal resources towards the completion of the Acquisition and planning for integration. Completion of the Acquisition is subject to conditions beyond our control that may ~~result in an adverse outcome.~~

Between September 2016 and January 2017, eight putative class actions on behalf of alleged shareholders that purchased or acquired our ordinary shares pursuant and/or traceable to our registration statement on Form F-1 (File No. 333-197344) used in connection with our IPO, were commenced in the following courts: (i) the Superior Court of the State of California, County of San Mateo; (ii) the Superior Court of the Commonwealth of Massachusetts, Suffolk County; (iii) the United States District Court for the Northern District of California; and (iv) the United States District Court for the District of Massachusetts. The actions involve claims under various sections of the Securities Act against us, certain of our current and former directors and officers, the underwriters of our IPO and certain other defendants. The four actions commenced in the Superior Court of the State of California, County of San Mateo have been dismissed for lack of personal jurisdiction, and the action commenced in the United States District Court for the Northern District of California has been voluntarily dismissed. As of November 1, 2017, three actions remain pending, including (i) the two actions commenced in the Superior Court of the Commonwealth of Massachusetts, which have been consolidated, and (ii) the action commenced in the United States District Court for the District of Massachusetts, or Massachusetts Federal Court, which was brought in part by certain of the plaintiffs whose actions were dismissed in the Superior Court of the State of California, County of San Mateo (referred to in this quarterly report as the “Massachusetts Federal Court Action”). The parties in the consolidated Massachusetts State Court Actions have completed briefing on the Company’s motion to dismiss. The plaintiffs in the Massachusetts Federal Court Action filed a consolidated amended complaint in August 2017 adding claims that certain statements we made after our IPO were materially misleading. The court denied the Company’s motion to stay the Massachusetts Federal Court Action, and the Company intends to move to dismiss the action. For more information, see Notes 5d and 11 to our unaudited condensed consolidated financial statements included in “Part I, Item 1” of this quarterly report.

We are generally required, to the extent permitted by Israeli law, to indemnify our current and former directors and officers who are named as defendants in these types of lawsuits. We also have certain contractual indemnification obligations to the underwriters of our IPO regarding the securities class action lawsuits. While a certain amount of insurance coverage is available for expenses or losses associated with these lawsuits, this coverage may not be sufficient. Based on information currently available, we are unable to reasonably estimate a possible loss or range of possible losses, if any, with regard to these lawsuits; therefore, no litigation reserve has been recorded in our consolidated balance sheets. Although we plan to defend against these lawsuits vigorously, there can be no assurance that a favorable final outcome will be obtained. These lawsuits or future litigation may require significant attention from management and could result in significant legal expenses, settlement costs or damage awards that could have a materially adverse impact on our financial position, results of operations and cash flows.

We have initiated a mandatory postmarket surveillance study on our ReWalk Personal 6.0 with a revised FDA-approved protocol, addressing certain violations and deficiencies cited by the FDA that had previously led the FDA to warn us of potential regulatory action. Going forward, if we cannot meet certain FDA requirements for the studyprevent, delay or otherwise ~~satisfy FDA requests promptly, or if our study produces unfavorable results, we could receive additional FDA warnings, which could materially and~~ adversely affect ~~our labeling or marketing efforts.~~

~~We are currently conducting an ongoing mandatory FDA postmarket surveillance study on our ReWalk Personal 6.0, which began~~its completion in ~~June 2016. Before we began the current study, the FDA sent us~~ a ~~letter on September 30, 2015 (the "September 2015 Letter"), warning of potential regulatory action against us for violations of Section 522 of the Federal Food, Drug, and Cosmetic Act, based on our~~material way. The failure to ~~initiate a postmarket surveillance study by~~complete the September 28, 2015 deadline and our allegedly deficient protocol for that study. Between June 2014 and our receipt of the September 2015 Letter, we had responded late to certain of the FDA’s requests related to our study protocol. In February 2016, the FDA sent us an additional information request ("the February 2016 Letter"), requesting additional changes to our study protocol and asking that we comply within 30 days. This letter also discussed the FDA’s request, as modified in our later discussions with the FDA, for a new premarket notification for our ReWalk device(the "special 510(k)"), linked to what the FDA viewed as changes to a computer included with the device. In late March 2016, following multiple discussions with the FDA, including an in-person meeting, the FDA confirmed that the agency would apply enforcement discretion to continued marketing of the ReWalk device conditioned upon our timely submitting a special 510(k) and initiating our postmarket surveillance study by June 1, 2016. The special 510(k) was timely submitted on April 8, 2016, and the FDA’s substantial equivalence determination was received by us on July 22, 2016, granting us permission to continue marketing the ReWalk device. Additionally, we submitted a protocol to the FDA for the postmarket surveillance study that was approved by the FDA on May 5, 2016.

We began the study on June 13, 2016, with Stanford University as the lead investigational site. In August 2016, the FDA sent us a letter stating that, based on its evaluation of our corrective and preventive actions in response to the September 2015 Letter, we had adequately addressed the violations cited in the September 2015 Letter. As part of our study, we have provided the FDA with the required periodic reports on the study’s progress,Acquisition in a ~~few cases with delay. We intend to continue providing the FDA with such reports on a~~ timely ~~basis going forward.~~

We expect we will be able to respond promptly to the FDA’s further requests associated with the postmarket surveillance study with the assistance of our outside clinical and regulatory services provider. However, we may ultimately be unable to timely satisfy the FDA's requests with respect to the study. Additionally, as of November 1, 2017, we had three active centers enrolling patients in the study, with a total of seven enrolled patients and four active patients, and two others were completing the process to enroll patients by the second half of 2017. This is substantially below the estimated number of patients included in our study protocol, currently leading the FDA to label our progress as “inadequate.” We may seek to modify our study protocol to expand the pool of patients and/or decrease the total number of patients, which change will require approval from the FDA. However, there can be no assurance that the FDA will agree to modify our study or that we will manage to attract the required number of patients under the current requirements or with the revised requirements. If we cannot meet FDA requirements or timely address requests from the FDA related to the study, or if the results of the study are not as favorable as we expect, the FDA may issue additional warning letters to us, impose limitations on the labeling of our device or require us to stop marketing the ReWalk Personal device in the United States. We derived approximately 64% and 68% of our revenues in the fiscal year ended December 31, 2016 and the nine months ended September 30, 2017, respectively, from sales of the ReWalk device in the United States and, if we are unable to market the ReWalk device in the United States, we expect that these sales would be adversely impacted, which could materially adversely affect our business and overall results of operations.

If our product may have caused or contributed to a death or a serious injury, or if our product malfunctioned and the malfunction’s recurrence would be likely to cause or contribute to a death or serious injury, we must comply with medical device reporting regulations, which could result in voluntary corrective actions or agency enforcement actions against us.

Under the medical device reporting (MDR) regulations of the FDA, we are required to report to the FDA any incident in which our product may have caused or contributed to a death or serious injury or in which our product malfunctioned and, if the malfunction were to recur, our product or a similar device marketed by us would be likely to cause or contribute to death or serious injury. In addition, all manufacturers placing medical devices in European Union markets are legally bound to report any serious or potentially serious incidents involving devices they produce or sell to the relevant authority in whose jurisdiction the incident occurred. We recently submitted MDRs to report incidents in which ReWalk Personal users sustained falls or fractures. The FDA has sent us letters requesting additional information relating to these MDRs. Additional events may occur in the future that may require us to report to the FDA pursuant to the MDR regulations. Any adverse event involving our products could result in future voluntary corrective actions, such as recalls or customer letters, agency action, such as inspection, mandatory recall, notification to healthcare professionals and users, or other enforcement action. Any corrective action, whether voluntary or involuntary, as well as defending ourselves in a lawsuit, will require financial resources and distract management, and may harm our reputation and financial results. In addition, failure to report such adverse events to appropriate government authorities on a timely basis,manner or at all could ~~result in enforcement action against us.~~

~~A decline in the value of our ordinary shares could result in our being characterized as a passive foreign investment company, which would cause adverse tax consequences for U.S. investors.~~

Generally, if for any taxable year 75% or more of our gross income is passive income, or at least 50% of the average quarterly value of our assets (which may be determined in part by the market value of our ordinary shares, which is subject to change) are held for the production of, or produce, passive income, we would be characterized as a passive foreign investment company (“PFIC”), for U.S. federal income tax purposes. Passive income for this purpose generally includes, among other things, certain dividends, interest, royalties, rents and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. Passive income also includes amounts derived by reason of the temporary investment of funds, including those raised in a public offering. In determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account. Based on our gross income and assets,negatively impact the market price of our ordinary shares ~~and~~as it currently reflects an assumption that the ~~nature of~~transaction will be completed. Furthermore, if the Acquisition is significantly delayed or not completed, we may suffer other consequences that could adversely affect our business, ~~we do not believe that we were a PFIC for~~results of operations and stock price, including the ~~taxable year ended December 31, 2016. However, there~~following:

	●	we would have incurred significant costs in connection with the Acquisition that we may be unable to recover;
	●	we may be subject to negative publicity or be negatively perceived by the investment or business communities;
	●	we may be subject to legal proceedings related to the Acquisition;
	●	any disruptions to our business resulting from the announcement and pendency of the Acquisition, including any adverse changes in our relationships with our customers, suppliers, other business partners and employees, may continue or intensify in the event the Acquisition is not consummated; and
	●	we may not be able to take advantage of alternative business opportunities or effectively respond to competitive pressures.

There can be no assurance that weour business, financial condition, operating results and cash flows will not be ~~considered a PFIC for 2017 or any taxable year. PFIC status is determined~~adversely affected, as compared to prior to the announcement of the ~~end~~Acquisition, if the Acquisition is not consummated.

We may fail to realize the benefits expected from our acquisition of AlterG, which could adversely affect the ~~taxable year and depends on a number of factors, including the value of a corporation’s assets and the amount and type of its gross income. Further, because the value~~price of our ~~gross assets is likely~~ordinary shares.

The anticipated benefits from our Acquisition of AlterG are based on projections and assumptions about the combined businesses of ReWalk and AlterG, which may not materialize as expected or which may prove to be ~~determined in large part by reference to our market capitalization, there is a significant risk that a decline in the~~inaccurate. The value of our ordinary shares could ~~result in our becoming a PFIC.~~

If we are characterized as a PFIC, U.S. Holders (as defined below) may suffer adverse tax consequences, including the following: (i) having gains realized on the sale of our securities treated as ordinary income, rather than as capital gains; (ii) losing the preferential rate applicable to dividends received on our ordinary shares by individuals who are U.S. Holders, and (iii) having additional taxes equal to the interest charges generally applicable to underpayments of tax apply to distributions by us and the proceeds of sales of our ordinary shares in public offerings. A “U.S. Holder” is defined as follows: a citizen or resident of the United States; a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States or any state thereof, including the District of Columbia; an estate the income of which is subject to U.S. federal income taxation regardless of its source; or a trust if such trust has validly elected to be treated as a United States person for U.S. federal income tax purposes or if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more United States persons have the authority to control all of the substantial decisions of such trust. Certain elections exist that may alleviate some of the adverse consequences of PFIC status and would result in an alternative treatment (such as mark-to-market treatment). However, we do not intend to provide the information necessary for U.S. Holders to make qualified electing fund electionsadversely affected if we are ~~classified as~~unable to realize the anticipated benefits from the Acquisition on a ~~PFIC.~~timely basis or at all. Achieving the benefits of the Acquisition will depend, in part, on our ability to integrate the business, operations and products of AlterG successfully and efficiently with ReWalk’s business. The process of integrating the operations of ReWalk and AlterG could encounter unexpected costs and delays, which include: the loss of key personnel; the loss of key customers; the loss of key suppliers; and unanticipated issues in integrating sales, marketing and administrative functions.

~~Future grants~~In addition, our failure to identify or accurately assess the magnitude of ~~ordinary shares under our equity incentive plans to our employees, non-employee directors and consultants, or sales by these individuals~~certain liabilities we assumed in the ~~public market,~~Acquisition could result in ~~substantial dilution, thus decreasing the value~~unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss of ~~your investment in our ordinary shares, and certain grants may also require shareholder approval.~~

We have historically used, and continue to use, our ordinary shares as a means of both rewarding our employees, non-employee directors and consultants and aligning their interests with those of our shareholders. As of September 30, 2017, 3,194,556 ordinary shares remained available for issuance to our and our affiliates’ respective employees, non-employee directors and consultants under our equity incentive plans, including 2,592,398 ordinary shares subject to outstanding awards (consisting of outstanding options to purchase 2,238,961 ordinary shares and 353,437 ordinary shares underlying unvested RSUs). These numbers do not reflect the ultimate results of our one-time Equity Exchange Program for the exchange of “underwater” stock options for new RSUs, which expired on October 4, 2017. For more information, see Note 8a to our unaudited condensed consolidated financial statements set forth in “Part I, Item 1. Financial Statements” above. Additionally, the number of ordinary shares available for issuance under our 2014 Plan may increase each year due to the operation of an “evergreen” provision previously approved by our shareholders. Pursuant to this provision, the 2014 Plan’s reserve increases on January 1 of each calendar year during the plan’s term by the lesser of (i) 972,000, (ii) 4% of the total number of shares outstanding on December 31 of the immediately preceding calendar year and (iii) an amount determined by our board of directors.

We previously signed an agreement with a non-employee consultant, who agreed to assist us in commercially promoting and expanding insurance coverage of our ReWalk devices. Although this agreement terminated in May 2017 and was not extended, if we may choose to compensate this consultant for services in an amount equal to those provided for in the expired agreement, the consultant may receive up to ten percent of the increase in our market capitalization following the dates when coverage becomes active under national insurance policies that the consultant secures for us, subject to certain monetary limits. For more information, see Note 8e to our audited consolidated financial statements in our 2016 Form 10-K. If we opt to pay the consultant in ordinary shares, we may need to seek shareholder approval pursuant to the rules of NASDAQ, potentially due to the size of an issuanceanticipated tax benefits or an insufficient number of ordinary shares available for issuance under our 2014 Plan. Any such issuance, or the perception that we will make issuances when we solicit shareholder approval, could substantially dilute existing shareholders and materially decrease the value of an investment in our ordinary shares. Additionally, to the extent registered on a Form S-8, ordinary shares granted or issued under our equity incentive plans will, subject to vesting provisions, lock-up restrictions and Rule 144 volume limitations applicable to our “affiliates,” be available for sale in the open market immediately upon registration. Sales of a substantial number of the above-mentioned ordinary shares in the public market could result in a significant decrease in the market price of our ordinary shares and have a materialother adverse ~~effect on an investment in our ordinary shares.~~

Sales of a substantial number of ordinary shares by us, our large shareholders and holders of our warrants and other derivative securities, several of whom have registration rights, or volatility or a reduction in the market price of our ordinary shares could have an adverse effecteffects on our ~~ordinary shares.~~business, operating results or financial condition.

	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



	Three Months Ended September 30,						Nine Months Ended September 30,
	2017			2016			2017			2016
Revenues	$	1,732		$	1,400		$	6,238		$	4,278
Cost of revenues	1,024			1,110			3,740			3,410

Gross profit	708			290			2,498			868

Operating expenses:
Research and development, net	1,618			1,968			4,433			6,737
Sales and marketing	2,637			3,774			8,643			10,577
General and administrative	1,805			1,951			5,796			5,960

Total operating expenses	6,060			7,693			18,872			23,274

Operating loss	(5,352		)	(7,403		)	(16,374		)	(22,406		)
Loss on extinguishment of debt	—			—			313			—
Financial expenses, net	479			508			1,843			1,514

Loss before income taxes	(5,831		)	(7,911		)	(18,530		)	(23,920		)
Income taxes	15			9			25			39

Net loss	$	(5,846	)	$	(7,920	)	$	(18,555	)	$	(23,959	)

Net loss per ordinary share, basic and diluted	$	(0.27	)	$	(0.62	)	$	(1.00	)	$	(1.92	)

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted	21,660,757			12,759,887			18,463,444			12,495,433



	Ordinary Share		Additional paid-in capital	Accumulated deficit		Total shareholders’ equity
	Number	Amount	Additional paid-in capital	Accumulated deficit		Total shareholders’ equity
Balance as of January 1, 2016	12,222,583	33	94,876	(73,989	)	20,920
Share-based compensation to employees and non-employees	—	—	3,398	—		3,398
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees	128,496	1	17	—		18
Issuance of ordinary shares in at-the-market offering, net of issuance expenses in the amount of $468	692,062	2	4,097	—		4,099
Issuance of warrants to purchase ordinary shares	—	—	1,239	—		1,239
Cashless exercise of warrants into ordinary shares	45,116	*)	*)	—		—
Issuance of ordinary shares and warrants to purchase ordinary shares in follow-on public offering, net of issuance expenses in an amount of $1,099	3,250,000	9	11,080	—		11,089
Net loss	—	—	—	(32,503	)	(32,503	)

Balance as of December 31, 2016	16,338,257	45	114,707	(106,492	)	8,260
Cumulative effect to stock based compensation from adoption of a new accounting standard	—	—	11	(11	)	—
Share-based compensation to employees and non-employees	—	—	2,597	—		2,597
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees (1)	105,606	*)	28	—		28
Issuance of ordinary shares in at-the-market offering, net of issuance expenses in the amount of $439 (2)	5,379,908	15	8,995	—		9,010
Net loss	—	—	—	(18,555	)	(18,555	)
Balance as of September 30, 2017	21,823,771	60	126,338	(125,058	)	1,340



	Nine Months Ended September 30,
	2017			2016
Cash flows from operating activities:
Net loss	$	(18,555	)	$	(23,959	)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation	516			503
Share-based compensation to employees and non- employees	2,597			2,458
Deferred taxes	(20		)	(64		)
Loss on extinguishment of debt	313			—
Financial expenses related to long term loan	87			495

Changes in assets and liabilities:

Trade receivables, net	(11		)	1,202
Prepaid expenses and other current and long term assets	(556		)	(804		)
Inventories	(381		)	(1,004		)
Trade payables	(1,048		)	960
Employees and payroll accruals	(161		)	(285		)
Deferred revenues and advances from customers	45			116
Other current and long term liabilities	102			182
Net cash used in operating activities	(17,072		)	(20,200		)

Cash flows from investing activities:
Purchase of property and equipment	(19		)	(408		)
Net cash used in investing activities	(19		)	(408		)

Cash flows from financing activities:
Issuance of ordinary shares upon exercise of options to purchase ordinary shares by employees and non-employees	28			23
Proceeds from long term loan	—			12,000
Debt issuance cost	—			(441		)
Repayment of long term loan	(2,747		)	(554		)
Issuance of ordinary shares in at-the-market offering, net of issuance expenses paid in the amount of $389 (1)	9,060			4,110
Net cash provided by financing activities	6,341			15,138

Decrease in cash and cash equivalents	(10,750		)	(5,470		)
Cash and cash equivalents at beginning of period	23,678			17,869
Cash and cash equivalents at end of period	$	12,928		$	12,399

Supplemental disclosures of non-cash flow information
At-the-market offering expenses not yet paid	$	50		$	11
Classification of inventory to property and equipment, net	$	145		$	113



	US Dollars in thousands
Balance at December 31, 2016	$	498
Provision	311
Usage	(275		)
Balance at September 30, 2017	$	534



	Nine Months Ended September 30, 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	413,746		2.01
RSUs granted	230,484		—
Options exercised (2)	(30,192	)	1.39
RSUs vested (2)	(59,450	)	—
RSUs forfeited	(44,196	)	—
Options forfeited	(169,008	)	2.99

Options and RSUs outstanding at the end of the period	2,592,398		$	5.39	7.45	$	578

Options exercisable at the end of the period	1,272,727		$	6.12	6.46	$	64



Range of exercise price	Options and RSUs outstanding as of September 30, 2017	Weighted average remaining contractual life (years) (1)	Options exercisable as of September 30, 2017	Weighted average remaining contractual life (years) (1)
RSUs only	353,437	—	—	—
$0.82	31,803	3.29	31,803	3.29
$1.32	335,095	4.75	330,095	4.67
$1.47 - $2.20	762,937	8.07	338,830	6.35
$6.80- $8.99	663,382	8.09	322,536	7.96
$9.22- $10.98	201,343	8.42	75,586	8.10
$19.62-$20.97	244,401	7.17	173,877	7.15
	2,592,398	7.45	1,272,727	6.46



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

(2)
~~(3)~~	Represents common warrants that were issued ~~as part of our follow-on offering in November 2016.~~


~~(4)~~	~~Represents a warrant in the amount of 47,717 ordinary shares issued to Kreos~~ as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote ~~2 above~~1 for exercisability terms.



	d.
(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.

(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 June 30, 2023, 3,598,072 warrants were exercised for total consideration of $4,821,416. During the three months that ended June 30, 2023, no warrants were exercised.

(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 June 30, 2023, 225,981 warrants were exercised for total consideration of $405,003. During the three months that ended June 30, 2023, no warrants were exercised.

(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.


	Three Months Ended September 30,						Nine Months Ended September 30,						Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016			2023			2022			2023			2022
Foreign currency transactions and other	$	(37	)	$	17		$	(113	)	$	60		$	9		$	(39	)	$	22		$	(54	)
Financial expenses related to loan agreement with Kreos	510			495			1,932			1,462
Interest Income														557			-			630			-
Bank commissions	6			5			24			28				(8	)		(5	)		(16	)		(14	)
Income related to hedging transactions	—			(9		)	—			(36		)
	$	479		$	508		$	1,843		$	1,514		$	558		$	(44	)	$	636		$	(68	)


b.	~~Share option plans: Equity Exchange Program (see Note 8a)~~

	Payments due by period (in dollars, in thousands)
Contractual obligations	Total		Less than 1 year		1-3 years

Purchase obligations (1)	$	1,748	$	1,748	$	—
Collaboration Agreement and License Agreement obligations (2)		60		60		—
Operating lease obligations (3)		1,286		654		632
Total	$	3,094	$	2,462	$	632

(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 June 30, 2023; however, there are still outstanding commercialization milestones under the License Agreement that depend on us reaching certain sales amounts, some or all of which may not occur. Our Collaboration Agreement with Harvard was concluded on March 31, 2022.
(3)	Our operating leases consist of leases for our facilities in the United States and Israel and motor vehicles.

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	)



Exhibit Number		~~Description~~
~~31.1~~		Description
2.1		Agreement and Plan of Merger, dated as of August 8, 2023, by and among ReWalk Robotics, Inc., Atlas Merger Sub, Inc., AlterG, Inc. and Shareholder Representative Services LLC(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 9, 2023).^
10.1		Amendment No. 1 to Employment Agreement by and between the Company and Almog Adar.**
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.

**	~~Furnished herewith.~~ Filed herewith

^	Schedules have been omitted from this exhibit pursuant to Item 601(b)(2) of Regulation S-K.



	ReWalk Robotics Ltd.

Date: ~~November 2, 2017~~August 11, 2023	By:	/s/ Larry Jasinski
		~~Name:~~ Larry Jasinski
		~~Title:~~ Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 2, 2017~~August 11, 2023	By:	/s/ ~~Kevin Hershberger~~Michael Lawless
		~~Name: Kevin Hershberger~~ Michael Lawless
		~~Title:~~ Chief Financial Officer
		(Principal Financial ~~Officer and Principal Accounting~~ Officer)