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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ReWalk Robotics Ltd | NASDAQ:RWLK | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.0501 | 1.02 | 1.06 | 0 | 01:00:00 |
x
|
QUARTERLY 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
|
Israel
|
|
Not applicable
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. employer identification no.)
|
|
|
|
3 Hatnufa Street, Floor 6, Yokneam Ilit, Israel
|
|
2069203
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(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
o
|
Accelerated filer
x
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
x
|
|
Page No.
|
|
|
||
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||
|
||
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||
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||
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June 30,
|
|
December 31,
|
||||
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2017
|
|
2016
|
||||
ASSETS
|
|
|
|
||||
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
|
|
|
|
||||
Cash and cash equivalents
|
$
|
16,255
|
|
|
$
|
23,678
|
|
Trade receivable, net
|
1,114
|
|
|
1,254
|
|
||
Prepaid expenses and other current assets
|
1,259
|
|
|
1,291
|
|
||
Inventory
|
3,415
|
|
|
3,264
|
|
||
Total current assets
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22,043
|
|
|
29,487
|
|
||
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|
|
|
||||
LONG-TERM ASSETS
|
|
|
|
|
|
||
|
|
|
|
||||
Other long term assets
|
1,210
|
|
|
1,018
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|
||
Property and equipment, net
|
1,068
|
|
|
1,258
|
|
||
Total long-term assets
|
2,278
|
|
|
2,276
|
|
||
Total assets
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$
|
24,321
|
|
|
$
|
31,763
|
|
|
June 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Current maturities of long term loan
|
$
|
7,441
|
|
|
$
|
7,495
|
|
Trade payables
|
2,910
|
|
|
3,424
|
|
||
Employees and payroll accruals
|
722
|
|
|
1,019
|
|
||
Deferred revenues and customers advances
|
219
|
|
|
54
|
|
||
Other current liabilities
|
521
|
|
|
406
|
|
||
Total current liabilities
|
11,813
|
|
|
12,398
|
|
||
|
|
|
|
||||
LONG-TERM LIABILITIES
|
|
|
|
|
|
||
Long term loan, net of current maturities
|
8,537
|
|
|
10,518
|
|
||
Deferred revenues
|
283
|
|
|
284
|
|
||
Other long-term liabilities
|
285
|
|
|
303
|
|
||
Total long-term liabilities
|
9,105
|
|
|
11,105
|
|
||
|
|
|
|
||||
Total liabilities
|
20,918
|
|
|
23,503
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|
||
|
|
|
|
||||
COMMITMENTS AND CONTINGENT LIABILITIES
|
|
|
|
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
|
|
|
|
||||
Share capital
|
|
|
|
|
|
||
Ordinary shares, par value NIS 0.01 per share-Authorized: 250,000,000 shares at June 30, 2017 and December 31, 2016; Issued and outstanding: 20,109,163 and 16,338,257 shares at June 30, 2017 and December 31, 2016, respectively
|
56
|
|
|
45
|
|
||
Additional paid-in capital
|
122,559
|
|
|
114,707
|
|
||
Accumulated deficit
|
(119,212
|
)
|
|
(106,492
|
)
|
||
Total shareholders’ equity
|
3,403
|
|
|
8,260
|
|
||
Total liabilities and shareholders’ equity
|
$
|
24,321
|
|
|
$
|
31,763
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues
|
$
|
2,007
|
|
|
$
|
817
|
|
|
$
|
4,506
|
|
|
$
|
2,878
|
|
Cost of revenues
|
1,266
|
|
|
732
|
|
|
2,716
|
|
|
2,300
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
741
|
|
|
85
|
|
|
1,790
|
|
|
578
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development, net
|
1,385
|
|
|
3,074
|
|
|
2,815
|
|
|
4,769
|
|
||||
Sales and marketing
|
2,873
|
|
|
3,504
|
|
|
6,006
|
|
|
6,803
|
|
||||
General and administrative
|
1,850
|
|
|
2,095
|
|
|
3,991
|
|
|
4,009
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total operating expenses
|
6,108
|
|
|
8,673
|
|
|
12,812
|
|
|
15,581
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating loss
|
(5,367
|
)
|
|
(8,588
|
)
|
|
(11,022
|
)
|
|
(15,003
|
)
|
||||
Loss on extinguishment of debt
|
313
|
|
|
—
|
|
|
313
|
|
|
—
|
|
||||
Financial expenses, net
|
633
|
|
|
517
|
|
|
1,364
|
|
|
1,006
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Loss before income taxes
|
(6,313
|
)
|
|
(9,105
|
)
|
|
(12,699
|
)
|
|
(16,009
|
)
|
||||
Income taxes (tax benefit)
|
(4
|
)
|
|
12
|
|
|
10
|
|
|
30
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(6,309
|
)
|
|
$
|
(9,117
|
)
|
|
$
|
(12,709
|
)
|
|
$
|
(16,039
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net loss per ordinary share, basic and diluted
|
$
|
(0.37
|
)
|
|
$
|
(0.74
|
)
|
|
$
|
(0.75
|
)
|
|
$
|
(1.30
|
)
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted
|
17,218,154
|
|
|
12,403,541
|
|
|
16,837,903
|
|
|
12,363,698
|
|
|
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
|
—
|
|
|
—
|
|
|
1,698
|
|
|
—
|
|
|
1,698
|
|
Issuance of ordinary shares upon exercise of options to purchase ordinary shares and RSUs by employees and non-employees
|
69,286
|
|
|
*)
|
|
|
20
|
|
|
—
|
|
|
20
|
|
Issuance of ordinary shares in at-the-market offering, net of issuance expenses in the amount of $313 (1)
|
3,701,620
|
|
|
11
|
|
|
6,123
|
|
|
|
|
6,134
|
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,709
|
)
|
|
(12,709
|
)
|
Balance as of June 30, 2017
|
20,109,163
|
|
|
56
|
|
|
122,559
|
|
|
(119,212
|
)
|
|
3,403
|
|
*)
|
Represents an amount lower than $1.
|
(1)
|
See Note 8e to the condensed consolidated financial statements
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net loss
|
$
|
(12,709
|
)
|
|
$
|
(16,039
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|||
|
|
|
|
||||
Depreciation
|
357
|
|
|
327
|
|
||
Share-based compensation to employees and non- employees
|
1,698
|
|
|
1,543
|
|
||
Deferred taxes
|
(24
|
)
|
|
(59
|
)
|
||
Loss on extinguishment of debt
|
313
|
|
|
—
|
|
||
Financial expenses related to long term loan
|
66
|
|
|
322
|
|
||
|
|
|
|
||||
Changes in assets and liabilities:
|
|
|
|
|
|||
|
|
|
|
||||
Trade receivables, net
|
140
|
|
|
959
|
|
||
Prepaid expenses and other current and long term assets
|
(136
|
)
|
|
(1,003
|
)
|
||
Inventories
|
(296
|
)
|
|
(936
|
)
|
||
Trade payables
|
(604
|
)
|
|
1,511
|
|
||
Employees and payroll accruals
|
(297
|
)
|
|
(352
|
)
|
||
Deferred revenues and advances from customers
|
164
|
|
|
108
|
|
||
Other current and long term liabilities
|
97
|
|
|
106
|
|
||
Net cash used in operating activities
|
(11,231
|
)
|
|
(13,513
|
)
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of property and equipment
|
(22
|
)
|
|
(395
|
)
|
||
Net cash used in investing activities
|
(22
|
)
|
|
(395
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|||
Issuance of ordinary shares upon exercise of options to purchase ordinary shares by employees and non employees
|
20
|
|
|
28
|
|
||
Proceeds from long term loan
|
—
|
|
|
12,000
|
|
||
Debt issuance cost
|
—
|
|
|
(441
|
)
|
||
Repayment of long term loan
|
(2,414
|
)
|
|
(553
|
)
|
||
Issuance of ordinary shares in at-the-market offering, net of issuance expenses paid in the amount of 313$ (1)
|
6,224
|
|
|
691
|
|
||
Net cash provided by financing activities
|
3,830
|
|
|
11,725
|
|
||
|
|
|
|
||||
Decrease in cash and cash equivalents
|
(7,423
|
)
|
|
(2,183
|
)
|
||
Cash and cash equivalents at beginning of period
|
23,678
|
|
|
17,869
|
|
||
Cash and cash equivalents at end of period
|
$
|
16,255
|
|
|
$
|
15,686
|
|
|
|
|
|
||||
Supplemental disclosures of non-cash flow information
|
|
|
|
||||
At-the-market offering expenses not yet paid
|
$
|
90
|
|
|
$
|
254
|
|
Classification of inventory to property and equipment, net
|
$
|
145
|
|
|
$
|
55
|
|
|
|
|
a.
|
ReWalk Robotics Ltd. (“RRL”, and together with its subsidiaries, the “Company”) was incorporated under the laws of the State of Israel on June 20, 2001 and commenced operations on the same date.
|
b.
|
RRL has
two
wholly-owned subsidiaries: (i) ReWalk Robotics Inc., incorporated under the laws of Delaware on February 15, 2012; and (ii) ReWalk Robotics GMBH. incorporated under the laws of Germany on January 14, 2013.
|
c.
|
During the
six months ended June 30, 2017
, the Company issued and sold
3,701,620
ordinary shares at an average price of
$1.74
per share under its ATM Offering Program (as defined in Note 8e). The gross proceeds to the Company were
$6,447 thousand
, and the net aggregate proceeds after deducting commissions, fees and offering expenses in the amount of
$313 thousand
were
$6,134 thousand
. As a result, from the inception of the ATM Offering Program in May 2016 until
June 30, 2017
, the Company has issued and sold
4,393,682
ordinary shares at an average price of
$2.51
per share under its ATM Offering Program, with gross proceeds of
$11.0 million
, and net aggregate proceeds of
$10.2 million
after deducting commissions, fees and offering expenses in the amount of
$781 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 issued
and settled under the Company’s ATM Offering Program since February 17, 2017, as of June 30, 2017, the Company may issue up to
$7.3 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.
|
The Company depends on
one
contract manufacturer. Reliance on this vendor makes the Company vulnerable to possible capacity constraints and reduced control over component availability, delivery schedules, manufacturing yields and costs. This vendor accounted for
0%
and
12%
of the Company's total trade payables as of
June 30, 2017
and
December 31, 2016
, respectively.
|
e.
|
On January 9, 2017, the Company announced its plan to reduce total operating expenses in 2017 by up to
30%
as compared to 2016. These reductions will be achieved through a combination of targeted savings, including the completion of specific projects focused on quality improvement initiatives and efforts to reduce overall product cost, a realignment of and reduction in staffing to match the Company’s 2017 business goals, and a reduction in other corporate spending.
|
f.
|
The Company had an accumulated deficit in the total amount of
$119.2 million
as of
June 30, 2017
and further losses are anticipated in the development of its business. Those factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.
|
|
|
|
a.
|
The significant accounting policies applied in the audited consolidated financial statements of the Company as disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 17, 2017, as amended on Form 10-K/A filed with the SEC on April 27, 2017 (the “2016 Form 10-K”), are applied consistently in these unaudited interim condensed consolidated financial statements.
|
b.
|
Recent Accounting Pronouncements:
|
|
|
|
c.
|
Concentrations of Credit Risks:
|
|
|
|
d.
|
Warranty provision
|
|
US Dollars in thousands
|
|
|
Balance at December 31, 2016
|
$
|
498
|
|
Provision
|
201
|
|
|
Usage
|
(159
|
)
|
|
Balance at June 30, 2017
|
$
|
540
|
|
|
June 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Finished products
|
3,415
|
|
|
3,264
|
|
||
|
$
|
3,415
|
|
|
$
|
3,264
|
|
a.
|
Purchase commitments:
|
b.
|
Royalties:
|
c.
|
Liens:
|
|
|
|
d.
|
Legal Claims:
|
•
|
Dismissed Actions:
|
◦
|
On September 20, November 3, November 9, and November 10, 2016, respectively,
four
putative class actions on behalf of alleged shareholders that purchased or acquired the Company's ordinary shares pursuant and/or traceable to the registration statement used in connection with the Company's IPO were commenced in the Superior Court of the State of California, County of San Mateo. The actions were filed against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO. We refer to these actions as the “California State 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.
|
◦
|
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
|
|
|
|
◦
|
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.”
|
|
|
|
|
|
|
|
a.
|
Share option plans:
|
|
|
Six Months Ended June 30,
|
||
|
|
2017
|
|
2016
|
Expected volatility
|
|
56% - 58%
|
|
53% - 60%
|
Risk-free rate
|
|
1.85% - 2.07%
|
|
1.28%-1.60%
|
Dividend yield
|
|
—%
|
|
—%
|
Expected term (in years)
|
|
5.31-6.11
|
|
5.31-6.11
|
Share price
|
|
$1.3- $2.1
|
|
$8.48- $11.88
|
|
Six Months Ended June 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
|
401,846
|
|
|
2.03
|
|
|
|
|
|
|
||
RSUs granted
|
230,484
|
|
|
—
|
|
|
|
|
|
|||
Options exercised (2)
|
(15,612
|
)
|
|
1.43
|
|
|
|
|
|
|||
RSUs vested (2)
|
(49,954
|
)
|
|
—
|
|
|
|
|
|
|||
RSUs forfeited
|
(44,196
|
)
|
|
—
|
|
|
|
|
|
|
||
Options forfeited
|
(138,373
|
)
|
|
3.65
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|||||
Options and RSUs outstanding at the end of the period
|
2,635,209
|
|
|
$
|
5.38
|
|
|
7.54
|
|
$
|
912
|
|
|
|
|
|
|
|
|
|
|||||
Options exercisable at the end of the period
|
1,217,605
|
|
|
$
|
5.92
|
|
|
6.36
|
|
$
|
262
|
|
|
|
|
(1)
|
Calculation of weighted average remaining contractual term does not include RSUs, which have an indefinite contractual term.
|
(2)
|
During the six months period ended
June 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
64,332
ordinary shares.
|
Range of exercise price
|
|
Options and RSUs outstanding as of June 30, 2017
|
|
Weighted
average
remaining
contractual
life (years) (1)
|
|
Options exercisable as of June 30, 2017
|
|
Weighted
average
remaining
contractual
life (years) (1)
|
||||
RSUs only
|
|
362,933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
$0.82
|
|
34,377
|
|
|
3.28
|
|
|
34,377
|
|
|
3.28
|
|
$1.32
|
|
336,895
|
|
|
4.97
|
|
|
331,301
|
|
|
4.90
|
|
$1.47 - $2.20
|
|
770,909
|
|
|
8.09
|
|
|
327,940
|
|
|
6.14
|
|
$6.80- $8.99
|
|
681,254
|
|
|
8.13
|
|
|
298,625
|
|
|
7.69
|
|
$9.22- $10.98
|
|
202,983
|
|
|
8.61
|
|
|
65,706
|
|
|
8.06
|
|
$19.62-$20.97
|
|
245,858
|
|
|
7.38
|
|
|
159,656
|
|
|
7.33
|
|
|
|
2,635,209
|
|
|
7.54
|
|
|
1,217,605
|
|
|
6.36
|
|
(1)
|
Calculation of weighted average remaining contractual term does not include the RSUs that were granted, which have an indefinite contractual term.
|
|
|
|
|
b.
|
Share-based awards to non-employee consultants:
|
|
c.
|
Warrants to purchase ordinary shares:
|
Issuance date
|
Warrants outstanding
|
|
Exercise
price per warrant |
|
Warrants
exercisable |
|
Contractual term
|
||||
|
(number)
|
|
|
|
(number)
|
|
|
||||
|
|
|
|
|
|
|
|
||||
July 14, 2014 (1)
|
403,804
|
|
|
$
|
10.08
|
|
|
403,804
|
|
|
July 13, 2018
|
December 30, 2015 (2)
|
119,295
|
|
|
$
|
9.64
|
|
|
119,295
|
|
|
See footnote (2)
|
November 1, 2016 (3)
|
2,437,500
|
|
|
$
|
4.75
|
|
|
2,437,500
|
|
|
November 1, 2021
|
December 28, 2016 (4)
|
47,717
|
|
|
$
|
9.64
|
|
|
47,717
|
|
|
See footnote (4)
|
|
3,008,316
|
|
|
|
|
3,008,316
|
|
|
|
|
d.
|
Share-based compensation expense for employees and non-employees:
|
|
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Cost of revenues
|
$
|
52
|
|
|
$
|
48
|
|
Research and development, net
|
232
|
|
|
249
|
|
||
Sales and marketing, net
|
375
|
|
|
376
|
|
||
General and administrative
|
1,039
|
|
|
870
|
|
||
Total
|
$
|
1,698
|
|
|
$
|
1,543
|
|
|
e.
|
At-the-market offering program:
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Foreign currency transactions and other
|
$
|
(57
|
)
|
|
$
|
24
|
|
|
$
|
(76
|
)
|
|
$
|
43
|
|
Financial expenses related to loan agreement with Kreos
|
683
|
|
|
488
|
|
|
1,422
|
|
|
967
|
|
||||
Bank commissions
|
7
|
|
|
14
|
|
|
18
|
|
|
23
|
|
||||
Income related to hedging transactions
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
(27
|
)
|
||||
|
$
|
633
|
|
|
$
|
517
|
|
|
$
|
1,364
|
|
|
$
|
1,006
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Revenues based on customer’s location :
|
|
|
|
|
|
|
|
||||||||
Israel
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
United States
|
1,342
|
|
|
527
|
|
|
3,441
|
|
|
2,266
|
|
||||
Europe
|
665
|
|
|
244
|
|
|
1,065
|
|
|
504
|
|
||||
Asia-Pacific
|
—
|
|
|
46
|
|
|
—
|
|
|
108
|
|
||||
Total revenues
|
$
|
2,007
|
|
|
$
|
817
|
|
|
$
|
4,506
|
|
|
$
|
2,878
|
|
|
June 30,
|
|
December 31,
|
||||
|
2017
|
|
2016
|
||||
Long-lived assets by geographic region (*):
|
|
|
|
||||
Israel
|
$
|
386
|
|
|
$
|
476
|
|
United States
|
444
|
|
|
565
|
|
||
Germany
|
238
|
|
|
217
|
|
||
|
$
|
1,068
|
|
|
$
|
1,258
|
|
|
June 30,
|
|
December 31,
|
||
|
2017
|
|
2016
|
||
Customer A
|
51.7
|
%
|
|
33.3
|
%
|
|
|
|
•
|
Consolidated Massachusetts State Court Actions: The plaintiffs are required to file an opposition to the Company’s motion to dismiss on August 4, 2017.
|
•
|
Massachusetts Federal Court Action: On July 6, 2017, the Company moved to stay the Massachusetts Federal Court Action. The plaintiffs are required to file a consolidated amended complaint on August 9, 2017.
|
•
|
our expectations regarding future growth, including our ability to increase sales in our existing geographic markets expand to new markets and achieve our planned expense reductions;
|
•
|
our management’s conclusion in the notes to our unaudited condensed consolidated financial statements included in this report and to our audited consolidated financial statements for fiscal 2016, and our independent registered public accounting firm’s statement in its opinion relating to our audited consolidated financial statements for fiscal 2016, that there 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, or the FDA’s, potential regulatory developments with respect to our mandatory 522 postmarket surveillance study;
|
•
|
the outcome of ongoing shareholder class action litigation relating to our initial public offering;
|
•
|
our ability to repay our secured indebtedness;
|
•
|
our ability to improve our products and develop new products;
|
•
|
our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others;
|
•
|
our ability to gain and maintain regulatory approvals;
|
•
|
our ability to secure capital from equity and debt financings in light of limitations under our Form S-3,
|
•
|
our ability to use effectively the proceeds of our follow-on public offering of ordinary shares and warrants;
|
•
|
the impact of the market price of our ordinary shares on the determination of whether we are a passive foreign investment company; and
|
•
|
our ability to maintain relationships with existing customers and develop relationships with new customers.
|
•
|
We placed 31 ReWalk devices during the quarter ended
June 30, 2017
, of which 17 were placed in the U.S., 11 were in our direct markets in Europe, and 3 were in other markets.
|
•
|
We increased pending insurance claims to 217 in the U.S. and Germany, as of the end of the quarter.
|
•
|
We secured 11 favorable case by case insurance reimbursement decisions.
|
•
|
We signed an exclusive distribution agreement in France with Harmonie Medical Service (HMS), one of the largest medical device providers in the country.
|
•
|
Total operating expenses in the second quarter of 2017 were $6.1 million, compared with $8.7 million in the prior year period, operating expenses reduction in the second quarter of 2017 reflect initiatives to reduce spending announced earlier in 2017. Second quarter 2016 expenses include a one-time R&D charge related to the Collaboration and License agreement with Harvard.
|
•
|
We and Kreos amended the Loan Agreement, deferring
$3.0 million
of the Outstanding Principal by an additional three years with the same interest rate, and issued Kreos a secured convertible note for this amount.
|
•
|
During the quarter ended
June 30, 2017
, we sold
3,394,153
shares generating total net proceeds to the Company of
$5,522 thousand
(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.
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||
Revenues
|
2,007
|
|
|
817
|
|
|
4,506
|
|
|
2,878
|
|
Cost of revenues
|
1,266
|
|
|
732
|
|
|
2,716
|
|
|
2,300
|
|
|
|
|
|
|
|
|
|
||||
Gross profit
|
741
|
|
|
85
|
|
|
1,790
|
|
|
578
|
|
|
|
|
|
|
|
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
Research and development, net
|
1,385
|
|
|
3,074
|
|
|
2,815
|
|
|
4,769
|
|
Sales and marketing
|
2,873
|
|
|
3,504
|
|
|
6,006
|
|
|
6,803
|
|
General and administrative
|
1,850
|
|
|
2,095
|
|
|
3,991
|
|
|
4,009
|
|
|
|
|
|
|
|
|
|
||||
Total operating expenses
|
6,108
|
|
|
8,673
|
|
|
12,812
|
|
|
15,581
|
|
|
|
|
|
|
|
|
|
||||
Operating loss
|
(5,367
|
)
|
|
(8,588
|
)
|
|
(11,022
|
)
|
|
(15,003
|
)
|
|
|
|
|
|
|
|
|
||||
Loss on extinguishment of debt
|
313
|
|
|
—
|
|
|
313
|
|
|
—
|
|
Financial expenses, net
|
633
|
|
|
517
|
|
|
1,364
|
|
|
1,006
|
|
|
|
|
|
|
|
|
|
||||
Loss before income taxes
|
(6,313
|
)
|
|
(9,105
|
)
|
|
(12,699
|
)
|
|
(16,009
|
)
|
Income taxes (tax benefit)
|
(4
|
)
|
|
12
|
|
|
10
|
|
|
30
|
|
Net loss
|
(6,309
|
)
|
|
(9,117
|
)
|
|
(12,709
|
)
|
|
(16,039
|
)
|
|
|
|
|
|
|
|
|
||||
Net loss per ordinary share, basic and diluted
|
(0.37
|
)
|
|
(0.74
|
)
|
|
(0.75
|
)
|
|
(1.30
|
)
|
|
|
|
|
|
|
|
|
||||
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted
|
17,218,154
|
|
|
12,403,541
|
|
|
16,837,903
|
|
|
12,363,698
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended
June 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
|
(in thousands, except unit amounts)
|
|
(in thousands, except unit amounts)
|
||||||||||||
Personal units placed
|
30
|
|
|
24
|
|
|
66
|
|
|
55
|
|
||||
Rehabilitation units placed
|
1
|
|
|
1
|
|
|
2
|
|
|
2
|
|
||||
Total units placed
|
31
|
|
|
25
|
|
|
68
|
|
|
57
|
|
||||
Personal unit revenues
|
$
|
1,903
|
|
|
$
|
708
|
|
|
$
|
4,326
|
|
|
$
|
2,679
|
|
Rehabilitation unit revenues
|
$
|
104
|
|
|
$
|
109
|
|
|
$
|
180
|
|
|
$
|
199
|
|
Revenues
|
$
|
2,007
|
|
|
$
|
817
|
|
|
$
|
4,506
|
|
|
$
|
2,878
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30, 2017
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Gross profit
|
$
|
741
|
|
|
$
|
85
|
|
|
$
|
1,790
|
|
|
$
|
578
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Research and development expenses, net
|
$
|
1,385
|
|
|
$
|
3,074
|
|
|
$
|
2,815
|
|
|
$
|
4,769
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Sales and marketing expenses
|
$
|
2,873
|
|
|
$
|
3,504
|
|
|
$
|
6,006
|
|
|
$
|
6,803
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
General and administrative
|
$
|
1,850
|
|
|
$
|
2,095
|
|
|
$
|
3,991
|
|
|
$
|
4,009
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Financial expenses, net
|
$
|
633
|
|
|
$
|
517
|
|
|
$
|
1,364
|
|
|
$
|
1,006
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Income tax (tax benefit)
|
$
|
(4
|
)
|
|
$
|
12
|
|
|
$
|
10
|
|
|
$
|
30
|
|
|
Six Months Ended June 30,
|
||||||
|
2017
|
|
2016
|
||||
Net cash used in operating activities
|
$
|
(11,231
|
)
|
|
$
|
(13,513
|
)
|
Net cash used in investing activities
|
(22
|
)
|
|
(395
|
)
|
||
Net cash provided by financing activities
|
3,830
|
|
|
11,725
|
|
||
Net cash flow
|
$
|
(7,423
|
)
|
|
$
|
(2,183
|
)
|
|
Payments due by period (in dollars, in thousands)
|
||||||||||||||||||
Contractual obligations
|
Total
|
|
Less than 1 year
|
1-3 years
|
3-5 years
|
More than 5 years
|
|||||||||||||
|
|
|
|
|
|
|
|||||||||||||
Purchase obligations (1)
|
$
|
1,169
|
|
|
$
|
1,169
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collaboration Agreement and License Agreement obligations (2)
|
4,921
|
|
|
1,720
|
|
|
2,175
|
|
|
1,026
|
|
|
—
|
|
|||||
Operating lease obligations (3)
|
4,470
|
|
|
617
|
|
|
1,138
|
|
|
1,160
|
|
|
1,555
|
|
|||||
Long-term debt obligations (4)
|
19,210
|
|
|
7,441
|
|
|
11,769
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
29,770
|
|
|
$
|
10,947
|
|
|
$
|
15,082
|
|
|
$
|
2,186
|
|
|
$
|
1,555
|
|
•
|
determining the composition of our board of directors, which has the authority to direct our business and to appoint and remove our officers;
|
•
|
approving or rejecting a merger, consolidation or other business combination;
|
•
|
raising future capital; and
|
•
|
amending our Second Amended and Restated Articles of Association, as amended by the First Amendment thereto, which govern the rights attached to our ordinary shares.
|
Exhibit Number
|
|
Description
|
4.1
|
|
Secured Convertible Promissory Note, dated June 9, 2017, issued to Kreos Capital V (Expert Fund) Limited.
|
10.1
|
|
First Amendment, dated June 9, 2017 to the Loan Agreement, dated December 30, 2015, between ReWalk Robotics, Ltd. and Kreos Capital V (Expert Fund) Limited.
|
10.2
|
|
ReWalk Robotics Ltd. Compensation Policy for Executive Officers and Non-Executive Directors, as amended.**
|
31.1
|
|
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
|
31.2
|
|
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 2002.
|
32.1
|
|
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
32.2
|
|
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
Furnished herewith.
|
**
|
Management contract or compensatory plan, contract or arrangement.
|
|
ReWalk Robotics Ltd.
|
|
|
|
|
Date: August 3, 2017
|
By:
|
/s/ Larry Jasinski
|
|
|
Name: Larry Jasinski
|
|
|
Title: Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: August 3, 2017
|
By:
|
/s/ Kevin Hershberger
|
|
|
Name: Kevin Hershberger
|
|
|
Title: Chief Financial Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
1 Year ReWalk Robotics Chart |
1 Month ReWalk Robotics Chart |
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