SHAREHOLDERS' EQUITY | NOTE 8: - SHAREHOLDERS’ EQUITY a. Equity raise: Follow-on offerings On February 10, 2020, the Company closed a “best efforts” public offering whereby the Company issued an aggregate of 5,600,000 of common units and pre-funded units at a public offering price of $1.25 per common unit and $1.249 per pre-funded unit. As part of the public offering, the Company entered into a securities purchase agreement with certain institutional purchasers. Each common unit consisted of one ordinary share, par value NIS 0.25 per share, and one common warrant to purchase one ordinary share. Each of the 1,546,828 pre-funded unit consisted of one pre-funded warrant to purchase one ordinary share and one common warrant. Additionally, the Company issued warrants to purchase up to 336,000 ordinary shares, with an exercise price of $1.5625 per share, to representatives of H.C. Wainwright as compensation for its role as the placement agent in the Company’s February 2020 offering. During the three months ended March 31, 2020, all pre-funded warrants to purchase ordinary shares were exercised. As of December 31, 2022, a total of 5,571,600 common warrants to purchase ordinary shares were exercised, additionally 230,160 common warrants to purchase ordinary shares were exercised to representatives of H.C. Wainwright. On July 6, 2020, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of (i) 4,938,278 ordinary shares, par value NIS 0.25 per share, at a price of $1.8225 per ordinary share and (ii) warrants to purchase up to 2,469,139 ordinary shares with an exercise price of $1.76 per share, exercisable from July 6, 2020, until January 6, 2026. Additionally, the Company issued warrants to purchase up to 296,297 ordinary shares, with an exercise price of $2.2781 per share, exercisable from July 6, 2020, until July 2, 2025, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in its July 2020 registered direct offering. As of December 31, 2022, a total of 2,020,441 common warrants to purchase ordinary shares were exercised. On December 3, 2020, the Company entered into a purchase agreement with certain institutional investors for the issuance and sale of (i) 5,579,776 ordinary shares, par value NIS 0.25 per share, at a price of $1.4337 per ordinary share and (ii) warrants to purchase up to 4,184,832 ordinary shares with an exercise price of $1.34 per share, exercisable from December 8, 2020, until June 8, 2026. Additionally, the Company issued warrants to purchase up to 334,787 ordinary shares, with an exercise price of $1.7922 per share, exercisable from December 8, 2020, until June 8, 2026, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in its December 2020 registered direct offering. As of December 31, 2022, a total of 3,598,072 common warrants to purchase ordinary shares were exercised, additionally 225,981 common warrants to purchase ordinary shares were exercised to representatives of H.C. Wainwright. On February 19, 2021, the Company entered into a purchase agreement with certain institutional and other accredited investors for the issuance and sale of 10,921,502 ordinary shares, par value NIS 0.25 per share at $3.6625 per ordinary share and warrants to purchase up to an aggregate of 5,460,751 ordinary shares with an exercise price of $3.6 per share, exercisable from February 19, 2021, until August 26, 2026. Additionally, the Company issued warrants to purchase up to 655,290 ordinary shares, with an exercise price of $4.578125 per share, exercisable from February 19, 2021, until August 26, 2026, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in our February 2021 private placement offering. On September 27, 2021, the Company signed a purchase agreement with certain institutional investors for the issuance and sale of 15,403,014 ordinary shares, par value NIS 0.25 per share, pre-funded warrants to purchase up to an aggregate of 610,504 ordinary shares and ordinary warrants to purchase up to an aggregate of 8,006,759 ordinary shares at an exercise price of $2.00 per share. The Pre-Funded Warrants have an exercise price of $0.001 per Ordinary Share and are immediately exercisable and can be exercised at any time after their original issuance until such pre-funded warrants are exercised in full. Each ordinary shares was sold at an offering price of $2.035 and each pre-funded warrant was sold at an offering price of $2.034 (equal to the purchase price per ordinary share minus the exercise price of the pre-funded warrant). The offering of the ordinary shares, the pre-funded warrants and the ordinary shares that are issuable from time to time upon exercise of the pre-funded warrants was made pursuant to the Company's shelf registration statement on Form S-3 initially filed with the Securities and Exchange Commission (“SEC”) on May 9, 2019, and declared effective by the SEC on May 23, 2019, and the ordinary warrants were issued in a concurrent private placement. The ordinary warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending five and one-half years from the date of issuance. All of the pre-funded warrants were exercised in full on September 27, 2021, and the offering closed on September 29, 2021. Additionally, the Company issued warrants to purchase up to 960,811 ordinary shares, with an exercise price of $2.5438 per share, exercisable from September 27, 2021, until September 27, 2026, to certain representatives of H.C. Wainwright as compensation for its role as the placement agent in our September 2021 registered direct offering. As of December 31, 2022, a total of 9,814,754 outstanding warrants with exercise prices ranging from $1.25 to $1.79 were exercised, for total gross proceeds of approximately $13.8 million. During the twelve months that ended December 31, 2022 no warrants were exercised. b. Share option plans: On March 30, 2012, the Company’s board of directors adopted the ReWalk Robotics Ltd. 2012 Equity Incentive Plan. On August 19, 2014, the Company’s board of directors adopted the ReWalk Robotics Ltd. 2014 Incentive Compensation Plan or the “Plan”. The Plan provides for the grant of stock options, stock appreciation rights, restricted stock awards, Restricted Stock Units (“RSUs’’), cash-based awards, other stock-based awards and dividend equivalents to the Company’s and its affiliates’ respective employees, non-employee directors and consultants. Starting in 2014, the Company grants to directors and employees also RSU under this Plan. An RSU award is an agreement to issue shares of the company’s ordinary shares at the time the award is vested. As of December 31, 2022 and 2021, the Company had reserved 2,934,679 and 233,957 shares of ordinary shares, respectively, available for issuance to employees, directors, officers, and non-employees of the Company. The options generally vest over four years, with certain options granted to non-employee directors vesting over one year. Any option or RSUs that are forfeited or canceled before expiration becomes available for future grants under the Plan. A summary of employee and non-employee shares options activity during the fiscal year ended 2022 is as follows: Number Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (in thousands) Options outstanding at the beginning of the year 61,832 $ 38.34 4.55 $ - Granted - - - - Exercised - - - - Forfeited (17,838 ) 31.13 - - Options outstanding at the end of the year 43,994 $ 41.27 4.39 $ - Options exercisable at the end of the year 43,217 $ 41.91 4.36 $ - There were no options granted during the fiscal year ended December 31, 2022, 2021 and 2020. 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, which hold options with positive intrinsic value, exercised their options on the last date of the exercise period. During the years ended December 31, 2022, 2021 and 2020, no op tions were exercised. A summary of employee and non-employee RSUs activity during the fiscal year ended 2022 is as follows: Number of shares underlying outstanding RSUs Weighted- average grant date fair value Unvested RSUs at the beginning of the year 1,356,284 1.61 Granted 2,152,757 1.00 Vested (543,343 ) 1.51 Forfeited (210,641 ) 1.53 Unvested RSUs at the end of the year 2,755,057 1.16 The weighted average grant date fair values of RSUs granted during the fiscal year ended December 31, 2022, 2021 and 2020, were $1.00, $1.69 and $1.44, respectively. Total fair value of shares vested during the year ended December 31, 2022, 2021 and 2020 were $860 thousand, $802 thousand, and $676 thousand , respectively. As of December 31, 2022, there were $2.7 million of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the 2014 Plan. This cost is expected to be recognized over a period of approximately 2.7 years. The number of options and RSUs outstanding as of December 31, 2022 is set forth below, with options separated by range of exercise price: Range of exercise price Options and RSUs Outstanding as of December 31, 2022 Weighted average remaining contractual life (years) (1) Options Exercisable as of December 31, 2022 Weighted average remaining contractual life (years) (1) RSUs only 2,755,057 - - - $5.37 12,425 6.24 11,648 6.24 $20.42- $33.75 13,317 5.21 13,317 5.21 $37.14-$38.75 8,946 0.98 8,946 0.98 $50-$52.5 6,731 4.46 6,731 4.46 $182.5-$524.25 2,575 2.85 2,575 2.85 2,799,051 4.39 43,217 4.36 (1) Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term. c. Equity compensation issued to consultants: The Company granted 47,522 fully vested RSUs during the fiscal year ended December 31, 2022, to non-employee consultants. As of December 31, 2022, there are no outstanding options or RSUs held by non-employee consultants. d. Share-based compensation expense for employees and non-employees: The Company recognized share-based compensation expense in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2022 2021 2020 Cost of revenue $ 16 $ 10 $ 8 Research and development, net 94 55 136 Sales and marketing, net 250 171 163 General and administrative 633 597 442 Total $ 993 $ 833 $ 749 e. Treasury shares: On June 2, 2022, the Company’s Board of Directors approved a share repurchase program to repurchase up to $8 million of its Ordinary Shares, par value NIS 0.25 per share. On July 21, 2022, the Co As of D ecember 31, 2022, pursuant to the Company’s share repurchase program, the Company had repurchased a total of 2,933,208 of its outstanding ordinary shares at a total cost of $2.6 million . As to ordinary shares repurchased after December 31, 2022, see Note 14. f. Warrants to purchase ordinary shares: The following table summarizes information about warrants outstanding and exercisable as of December 31, 2022: Issuance date Warrants outstanding Exercise price per warrant Warrants outstanding and exercisable Contractual term (number) (number) December 31, 2015 (1) 4,771 $ 7.500 4,771 See footnote (1) December 28, 2016 (2) 1,908 $ 7.500 1,908 See footnote (1) November 20, 2018 (3) 126,839 $ 7.500 126,839 November 20, 2023 November 20, 2018 (4) 106,680 $ 9.375 106,680 November 15, 2023 February 25, 2019 (5) 45,600 $ 7.187 45,600 February 21, 2024 April 5, 2019 (6) 408,457 $ 5.140 408,457 October 7, 2024 April 5, 2019 (7) 49,015 $ 6.503 49,015 April 3, 2024 June 5, 2019, and June 6, 2019 (8) 1,464,665 $ 7.500 1,464,665 June 5, 2024 June 5, 2019 (9) 87,880 $ 9.375 87,880 June 5, 2024 June 12, 2019 (10) 416,667 $ 6.000 416,667 December 12, 2024 June 10, 2019 (11) 50,000 $ 7.500 50,000 June 10, 2024 February 10, 2020 (12) 28,400 $ 1.250 28,400 February 10, 2025 February 10, 2020 (13) 105,840 $ 1.563 105,840 February 10, 2025 July 6, 2020 (14) 448,698 $ 1.760 448,698 January 2, 2026 July 6, 2020 (15) 296,297 $ 2.278 296,297 January 2, 2026 December 8, 2020 (16) 586,760 $ 1.340 586,760 June 8, 2026 December 8, 2020 (17) 108,806 $ 1.792 108,806 June 8, 2026 February 26, 2021 (18) 5,460,751 $ 3.600 5,460,751 August 26, 2026 February 26, 2021 (19) 655,290 $ 4.578 655,290 August 26, 2026 September 29, 2021 (20) 8,006,759 $ 2.000 8,006,759 March 29, 2027 September 29, 2021 (21) 960,811 $ 2.544 960,811 September 27, 2026 19,420,894 19,420,894 (1) Represents warrants for ordinary shares issuable upon an exercise price of $7.500 per share, which were granted on December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to the Company and are currently exercisable (in whole or in part) until the earlier of (i) or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of the Company with or into, or the sale or license of all or substantially all the assets or shares of the Company to, any other entity or person, other than a wholly owned subsidiary of the Company, excluding any transaction in which the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. (2) Represents common warrants that were issued as part of the $8.0 million drawdown under the Loan Agreement which occurred on December 28, 2016. See footnote 1 for exercisability terms. (3) Represents common warrants that were issued as part of the Company’s follow-on public offering in November 2018. (4) Represents common warrants that were issued to the underwriters as compensation for their role in the Company’s follow-on public offering in November 2018. (5) Represents warrants that were issued to the exclusive placement agent as compensation for its role in the Company’s follow-on public offering in February 2019. (6) Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019. (7) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s April 2019 registered direct offering. (8) Represents warrants that were issued to certain institutional investors in a warrant exercise agreement on June 5, 2019, and June 6, 2019, respectively. (9) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 warrant exercise agreement and concurrent private placement of warrants. (10) Represents warrants that were issued to certain institutional investors in a warrant exercise agreement in June 2019. (11) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 registered direct offering and concurrent private placement of warrants. (12) R (13) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. As of December 31, 2022, 230,160 warrants were exercised for total consideration of $359,625. During the twelve months that ended December 31, 2022, no warrants were exercised. (14) Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020. As of December 31, 2022, 2,020,441 warrants were exercised for total consideration of $3,555,976. During the twelve months that ended December 31, 2022, no warrants were exercised. (15) Represents warrants that were issued to the placement agent as compensation for its role in the Company’s July 2020 registered direct offering. (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 December 31, 2022, 3,598,072 warrants were exercised for total consideration of $4,821,416. During the twelve months that ended December 31, 2022, 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 December 31, 2022, 225,981 warrants were exercised for total consideration of $405,003. During the twelve months that ended December 31, 2022, 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. |