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~~2022

☐ 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

~~+972.4.959.0123~~

~~Registrant's~~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 exchange on which registered
Ordinary shares, par value NIS 0.25		RWLK		Nasdaq Capital Market

Indicate by a check mark whether the 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”, “accelerated filer”, “smaller reporting 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, 9, 2022, the Registrant had outstanding ~~22,066,352~~ 62,823,243 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~~2022

TABLE OF CONTENTS



		Page No.
GENERAL AND WHERE YOU CAN FIND MORE INFORMATION		2
PART I	FINANCIAL INFORMATION	3
ITEM 1.	FINANCIAL STATEMENTS (unaudited)	3
	CONDENSED CONSOLIDATED BALANCE SHEETS - ~~SEPTEMBER~~JUNE 30, ~~2017~~2022 AND DECEMBER 31, ~~2016~~2021	33-4
	CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS-~~OPERATIONS - THREE AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2022 AND ~~2016~~2021	5
	CONDENSED STATEMENTS OF CHANGES IN ~~SHAREHOLDERS'~~SHAREHOLDERS’ EQUITY - ~~SEPTEMBER~~JUNE 30, ~~2017~~2022 AND ~~DECEMBER 31, 2016~~2021	66-7
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2022 AND ~~2016~~2021	78
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	89-26
ITEM 2.	~~MANAGEMENT'S~~MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2327
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3537
ITEM 4.	CONTROLS AND PROCEDURES	3537
PART II	OTHER INFORMATION	38
ITEM 1.	37LEGAL PROCEEDINGS	38
ITEM 1A.	RISK FACTORS	38
~~ITEM 1.~~	~~LEGAL PROCEEDINGS~~	37
~~ITEM 1A.~~	~~RISK FACTORS~~	37
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	42 38
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 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 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;
•		our ability to 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;
•		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 risk of substantial dilution resulting from the periodic issuances of our ordinary shares;
•		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; and
•		other factors discussed in the “Risk Factors” section of our 2021 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 2021 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~~

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,
	2022		2021
	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	78,832	$	88,337
Trade receivable, net		866		585
Prepaid expenses and other current assets		957		610
Inventories		3,098		2,989
Total current assets		83,753		92,521

LONG-TERM ASSETS

Restricted cash and other long-term assets		1,020		1,064
Operating lease right-of-use assets		744		881
Property and equipment, net		281		284
Total long-term assets		2,045		2,229
Total assets	$	85,798	$	94,750

September 30, December 31,
2017 2016
ASSETS

CURRENT ASSETS

Cash and cash equivalents $ 12,928
$ 23,678
Trade receivable, net 1,265
1,254
Prepaid expenses and other current assets 1,703
1,291
Inventory 3,500
3,264
Total current assets 19,396
29,487

LONG-TERM ASSETS

Other long term assets 1,182
1,018
Property and equipment, net 906
1,258
Total long-term assets 2,088
2,276

Total assets $ 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 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~~

; REWALK ROBOTICS LTD. AND SUBSIDIARIES

CONDENSED ~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY~~CONSOLIDATED BALANCE SHEETS

~~(Unaudited)~~

(In thousands, except share and per share data)

	June 30,			December 31,
	2022			2021
	(unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Current maturities of operating leases	$	610		$	641
Trade payables		1,552			1,384
Employees and payroll accruals		965			1,142
Deferred revenues		335			316
Other current liabilities		337			555
Total current liabilities		3,799			4,038

LONG-TERM LIABILITIES
Deferred revenues		810			866
Non-current operating leases		207			418
Other long-term liabilities		69			45
Total long-term liabilities		1,086			1,329

Total liabilities		4,885			5,367

COMMITMENTS AND CONTINGENT LIABILITIES
SHAREHOLDERS’ EQUITY

Share capital
Ordinary share of NIS 0.25 par value-Authorized: 120,000,000 shares at June 30, 2022 and December 31, 2021; Issued and outstanding: 62,678,308 and 62,480,163 shares at June 30, 2022 and December 31, 2021, respectively		4,675			4,661
Additional paid-in capital		279,215			278,903
Accumulated deficit		(202,977	)		(194,181	)
Total shareholders’ equity		80,913			89,383
Total liabilities and shareholders’ equity	$	85,798		$	94,750

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~~4

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,
	2022			2021			2022			2021
Revenues	$	1,570		$	1,436		$	2,446		$	2,752
Cost of revenues		824			709			1,435			1,318

Gross profit		746			727			1,011			1,434

Operating expenses:
Research and development, net		956			810			1,863			1,605
Sales and marketing		2,347			1,613			4,531			3,284
General and administrative		1,819			1,445			3,281			2,707

Total operating expenses		5,122			3,868			9,675			7,596

Operating loss		(4,376	)		(3,141	)		(8,664	)		(6,162	)
Financial expenses (income), net		44			(9	)		68			(13	)

Loss before income taxes		(4,420	)		(3,132	)		(8,732	)		(6,149	)
Taxes on income		26			9			64			54

Net loss	$	(4,446	)	$	(3,141	)	$	(8,796	)	$	(6,203	)

Net loss per ordinary share, basic and diluted	$	(0.07	)	$	(0.07	)	$	(0.14	)	$	(0.15	)

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted		62,544,467			46,123,222			62,519,063			41,210,527

~~(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			Accumulated			Total shareholders’
	Number		Amount		capital			deficit			equity
Balance as of April 1, 2021		46,092,577		3,385		250,141			(184,507	)		69,019
Share-based compensation to employees and non-employees		-		-		200			-			200
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees		108,475		9		(9	)		-			-
Net loss		-		-		-			(3,141	)		(3,141	)
Balance as of June 30, 2021		46,201,052		3,394		250,332			(187,648	)		66,078

Balance as of April 1, 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 RSUs by employees and non-employees		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

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			Accumulated			Total shareholders’
	Number		Amount		capital			deficit			equity
Balance as of January 1, 2021		25,332,225		1,827		201,392			(181,445	)		21,774
Share-based compensation to employees and non-employees		-		-		368			-			368
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees		132,571		11		(11	)		-			-
Issuance of ordinary shares in a private placement, net of issuance expenses in the amount of $3,679 (1)		10,921,502		832		35,489			-			36,321
Exercise of warrants (2)		9,814,754		724		13,094			-			13,818
Net loss		-		-		-			(6,203	)		(6,203	)
Balance as of June 30, 2021		46,201,052		3,394		250,332			(187,648	)		66,078

Balance as of January 1, 2022		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 RSUs by employees and non-employees		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

(1)	See Note 7e to the condensed consolidated financial statements.

(2)	See Note 7c 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 CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2022			2021
Cash flows used in operating activities:
Net loss	$	(8,796	)	$	(6,203	)
Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation		110			141
Share-based compensation to employees and non-employees		326			368
Deferred taxes		(7	)		(11	)
Finance expense, net		164			-
Trade receivables, net		(281	)		(95	)
Prepaid expenses, operating lease right-of-use assets and other assets		(183	)		85
Inventories		(228	)		138
Trade payables		168			(285	)
Employees and payroll accruals		(177	)		(172	)
Deferred revenues		(37	)		(51	)
Operating lease liabilities and other liabilities		(436	)		(255	)
Net cash used in operating activities		(9,377	)		(6,340	)

Cash flows used in investing activities:
Purchase of property and equipment		(18	)		(11	)
Net cash used in investing activities		(18	)		(11	)

Cash flows from financing activities:
Issuance of ordinary shares in a private placement, net of issuance expenses paid in the amount of $3,582 (1)		-			36,418
Exercise of pre-funded warrants and warrants (1) (2)		-			13,818
Net cash provided by financing activities		-			50,236

Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash		(164	)		-
Increase (decrease) in cash, cash equivalents, and restricted cash		(9,395	)		43,885
Cash, cash equivalents, and restricted cash at beginning of period		89,050			21,054
Cash, cash equivalents, and restricted cash at end of period	$	79,491		$	64,939
Supplemental disclosures of non-cash flow information
Expenses related to offerings not yet paid (1)	$	-		$	97
Classification of other current assets to property and equipment, net	$	22		$	16
Classification of inventory to property and equipment, net	$	67		$	32
Classification of inventory to other current assets	$	109		$	26
Supplemental cash flow information:
Cash and cash equivalents	$	78,832		$	64,236
Restricted cash included in other long-term assets		659			703
Total Cash, cash equivalents, and restricted cash	$	79,491		$	64,939

(1)	See Note 7e to the condensed consolidated financial statements.

(2)	See Note 7c to the condensed consolidated financial statements.

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

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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., 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.

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.	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 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 as of September 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.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 and (ii) ReWalk Robotics GMBH. (“RRG”) incorporated under the laws of Germany on January 14, 2013.

The Company ~~intends to finance operating costs over the next twelve months~~is designing, developing, and commercializing robotic exoskeletons that allow individuals with ~~existing cash on hand, reductions in operating spend, issuances under the Company's ATM Offering Program~~mobility impairments or other ~~future issuances~~medical conditions the ability to stand and walk once again. The Company has developed and is continuing to commercialize the ReWalk, an exoskeleton designed for individuals with paraplegia that uses its patented tilt-sensor technology and an on-board computer and motion sensors to drive motorized legs that power movement. The ReWalk system consists of ~~equity~~a light wearable brace support suit which integrates motors at the joints, rechargeable batteries, an array of sensors and ~~debt securities, or~~a computer-based control system to power knee and hip movement. Additionally, the Company developed and, in June 2019, started to commercialize the ReStore following receipt of European Union CE mark and United States Food and Drug Administration (“FDA”) clearance. The ReStore is a powered, lightweight soft exo-suit intended for use in the rehabilitation of individuals with lower limb disability due to stroke. The Company markets and sells its products directly to institutions and individuals and through ~~a combination~~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.

During the second quarter of 2020, the Company finalized two separate agreements to distribute additional product lines in the U.S. market. The Company is the exclusive distributor of the ~~foregoing. However,~~MediTouch Tutor movement biofeedback systems in the United States and has distribution rights for the MYOLYN MyoCycle FES cycles to U.S. rehabilitation clinics and personal sales through the U.S. Department of Veterans Affairs (“VA”) hospitals. These new products have improved the Company’s product offering to clinics as well as patients within the VA as they both have similar clinician and patient profiles.

c.The worldwide spread of COVID-19 has resulted in a global economic slowdown and is expected to continue to disrupt general business operations until the disease is contained. This has had a negative impact on the Company’s sales and results of operations since the start of the pandemic, and the Company expects that it will ~~need~~continue to ~~seek additional sources~~negatively affect its sales and results of ~~financing if~~operations; however, the Company is currently unable to predict the scale and duration of that impact. As of the date of issuance of these financial statements, the Company is not aware of any specific event or circumstance that would require an update of its accounting estimates or judgments or revision of the carrying value of its assets or liabilities. This determination may change as new events occur and additional information is obtained. Actual results could differ from management’s estimates and judgments, and any such differences may be material to the Company’s financial statements.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

d.As of June 30, 2022, the Company incurred a consolidated net loss of $8.8 million and has an accumulated deficit in the total amount of $203.0 million. The Company’s cash and cash equivalent as of June 30, 2022 totaled $78.8 million and the Company’s negative operating cash flow for the six months ended June 30, 2022 was $9.4 million. The Company has sufficient funds to support its operations for more ~~funds~~ than ~~anticipated during the next~~ 12 months ~~or in later periods.~~

~~The accompanying~~following the issuance date of its 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~~unaudited financial statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 do not include any adjustments~~2022. The Company expects to ~~reflect~~incur future net losses and its transition to profitability is dependent upon, among other things, the ~~possible~~successful development and commercialization of its products and product candidates, and 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 fund future ~~effects~~operations through cash on hand, additional private and/or public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the ~~recoverability~~foregoing. In addition, the Company may seek additional capital through arrangements with strategic partners or from other sources and ~~classification of assets~~will continue to address its cost structure. Notwithstanding, there can be no assurance that the Company will be able to raise additional funds or ~~the amounts and classification of liabilities that may result~~achieve or sustain profitability or positive cash flows from ~~uncertainty related to the Company’s ability to continue as a going concern.~~

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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

operations.

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. 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 financial statements and accompanying notes should be read in conjunction with the 2021 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~~2021 filed with the SEC on February 24, 2022, as amended on May 2, 2022 (the “2021 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~~fiscal year ended December 31, 2021 included in the ~~Company's financial statements.~~2021 Form 10-K, unless otherwise stated.

~~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 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 money 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.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3:SIGNIFICANT ACCOUNTING POLICIES



	a.	Revenue Recognition The Company generates revenues from sales of products. The Company sells its products directly to end customers and through distributors. The Company sells its products to private individuals (who finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), rehabilitation facilities and distributors.

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 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. The Company does not expect the adoption of the new revenue standard to have a material impact on the amount 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. The Company has not yet determined whether it will elect early adoption and is currently evaluating the impact of the pending adoption of this ASU on the Company's consolidated financial statements and related disclosures.

~~Statement~~Disaggregation of ~~Cash Flow~~s - In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments.” The standard addresses several matters of diversity in practice in how certain cash receipts 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 to adopt this standard early, and does not expect the adoption 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 Company as of January 1, 2018. The Company does not expect the adoption of this ASU to have a material impact on the Company's consolidated financial statements.

Revenues (in thousands)

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Units placed	$	1,457	$	1,313	$	2,235	$	2,455
Spare parts and warranties		113		123		211		297
Total Revenues	$	1,570	$	1,436	$	2,446	$	2,752

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Units placed

The Company currently offers five products: (1) ReWalk Personal; (2) ReWalk Rehabilitation; (3) ReStore; (4) MyoCycle; and (5) MediTouch.

ReWalk Personal and ReWalk Rehabilitation are units for spinal cord injuries (“SCI Products”). SCI Products are currently designed for everyday use by paraplegic individuals at home and in their communities, and are custom fitted for each user, as well as for use by paraplegia patients in the clinical rehabilitation environment, where they provide individuals access to valuable exercise and therapy.

~~Share Based Compensation~~ ~~- On May 10, 2017,~~ReStore is a powered, lightweight soft exo-suit intended for use in the ~~FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718), Scope~~rehabilitation of ~~Modification Accounting.” This ASU clarifies~~individuals with lower limb disability due to stroke in the clinical rehabilitation environment.

The MyoCycle device uses Functional Electrical Stimulation (“FES”) technology to facilitate therapeutic exercise for persons with muscle weakness or paralysis caused by disorders like spinal cord injury, multiple sclerosis, and stroke.

The MediTouch Tutor movement biofeedback product line includes the Arm, Hand, 3D and Leg Tutor devices. These devices are used by physical and occupational therapists to evaluate functional tasks during rehabilitation of neurologic disorders and can also be used by patients remotely at home.

Pursuant to two separate distribution agreements entered into during the second quarter of 2020, the Company now markets both the MediTouch and MyoCyle products (together the “Distributed Products”) in the United States for use at home or in the clinic.

Units placed includes revenue from sales or rental of SCI Products, ReStore and the Distributed Products.

For units placed, the Company recognizes revenues when ~~changes~~it transfers control and title has passed to the ~~terms~~customer. Each unit placed is considered an independent, unbundled performance obligation. The Company generally does not grant a right of return for its products besides isolated cases where the Company assesses the likelihood of such event to occur based on the Company’s historical experience and estimates. The Company also offers a rent-to-purchase model in which the Company recognizes revenue ratably according to the agreed rental monthly fee.

Spare parts and warranties

Spare parts are sold to private individuals, rehabilitation facilities and distributors. Revenue is recognized when the Company satisfies a performance obligation by transferring control over promised goods or ~~conditions~~services to the customer. Each part sold is considered an independent, unbundled performance obligation.

Warranties are classified as either assurance type or service type warranty. A warranty is considered an assurance type warranty if it provides the consumer with assurance that the product will function as intended for a limited period of time.

In the beginning of 2018, the Company updated its service policy for SCI Products to include a ~~share-based payment award must be~~five-year warranty compared to a period of two years that were included in the past for parts and services. The first two years are considered as assurance type warranty and the additional period is considered an extended service arrangement, which is a service type warranty. An assurance type warranty is not accounted for as ~~modifications. Entities will apply~~separate performance obligations under the ~~modification accounting guidance if~~revenue model. A service type warranty is either sold with a unit or separately for units for which the ~~value, vesting conditions or classification~~warranty has expired. Revenue is then 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 offered with an assurance-type warranty that is covered by the vendor ranging from one year to ~~make all~~ten years depending on the specific product and part.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Contract balances (in thousands)

	June 30,		December 31,
	2022		2021
Trade receivable, net (1)	$	866	$	585
Deferred revenues (1) (2)	$	1,145	$	1,182

(1)

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

(2)

During the six months ended June 30, 2022, $200 thousand of the December 31, 2021, deferred revenues balance was recognized as revenues.

Deferred revenue is comprised mainly of unearned revenue related to service type warranty but also includes other offerings for which the Company has been paid in advance and earns revenue when the Company transfers control of the ~~disclosures about modifications that are required today,~~product or service.

The Company’s unfilled performance obligations as of June 30, 2022, and the estimated revenue expected to be recognized in ~~addition to disclosing that compensation expense has not changed,~~the future related to the ~~extent applicable. The ASU also clarifies that a modification~~service type warranty amounts to ~~an award could be significant and therefore require disclosure, even if modification accounting~~$1.2 million, which 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 period for which financial statements have not yet been issued or made available for issuance. The ASU will be applied prospectivelyfulfilled 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 of credit risk with respect to trade receivable is primarily limited to a customer to which the Company makes substantial sales. ~~One customer represented 12.7%~~

	June 30,			December 31,
	2022			2021
Customer A		17	%		*	)
Customer B		12	%		*	)
Customer C		12	%		12	%
Customer D		*	)		20	%
Customer E		*	)		18	%
Customer F		*	)		16	%
Customer G		*	)		10	%

Less than 10%

The Company’s trade receivables are geographically diversified and 0%derived primarily from sales to customers in various countries, mainly in the United States and Europe. Concentration of ~~the Company's~~credit risk with respect to trade ~~receivable, net balance as~~receivables is limited by credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing credit evaluations of ~~September~~its distributors based upon a specific review of all significant outstanding invoices. The Company writes off receivables when they are deemed uncollectible and having exhausted all collection efforts. As of June 30, ~~2017~~2022 and December 31, ~~2016, respectively. A second customer represented 12.3% and 4.9% of the Company's~~2021, trade ~~receivable, net balance as of September 30, 2017 and December 31, 2016, respectively. Trade~~ receivables are presented net of allowance for doubtful accounts in the amount of ~~$125~~$26 thousand and ~~$333~~$42 thousand, respectively, and net of sales return reserve of ~~$105~~$52 thousand ~~as of September 30, 2017~~ and ~~December 31, 2016.~~$43 thousand, respectively.


d.c.	Warranty provision

The Company ~~provides~~provided a two-year standard warranty for its products. In the beginning of 2018, our service policy for new devices sold includes five-year warranty. The Company determined that the first two years of warranty is an assurance-type warranty and 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, 2021	$	112
Provision		162
Usage		(169	)
Balance at June 30, 2022	$	105

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 net loss per ordinary share is computed based on the weighted average number of ordinary shares outstanding during each year.

For the six months ended June 30, 2022, the total number of ordinary shares related to the outstanding warrants and share option plans aggregated to 19,420,894, 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

Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Among other changes, ASU 2020-06 removes from U.S. GAAP the liability and equity separation model for convertible instruments with a cash conversion feature and a beneficial conversion feature, and as a result, after adoption, entities will no longer separately present in equity an embedded conversion feature for such debt. Similarly, the embedded conversion feature will no longer be amortized into income as interest expense over the life of the instrument. Instead, entities will account for a convertible debt instrument wholly as debt unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC Topic 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. Additionally, ASU 2020-06 requires the application of the if-converted method to calculate the impact of convertible instruments on diluted earnings per share (“EPS”). ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020 and can be adopted on either a fully retrospective or modified retrospective basis. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

Recent Accounting Pronouncements Not Yet Adopted

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. Topic 326 will be effective for the Company beginning on January 1, 2023. The Company is currently evaluating the impact of this new standard on its consolidated financial statements.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 4:INVENTORIES

The components of inventories are as follows (in thousands):

	June 30,		December 31,
	2022		2021
Finished products	$	2,559	$	2,284
Raw materials		539		705
	$	3,098	$	2,989

During the six months ended June 30, 2022, and 2021, the Company wrote off inventory in the amount of $16 and $58 thousand, respectively. The write off inventory were recorded in cost of revenue.

NOTE 5:- COMMITMENTS AND CONTINGENT LIABILITIES


a.	~~Purchase commitments:~~

~~The~~

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,~~2022, non-cancelable outstanding obligations amounted to approximately ~~$806 thousand.~~$1.1 million.

b.Operating lease commitment:

(i)The Company operates from leased facilities in Israel, the United States and Germany. These leases expire between 2022 and 2023. 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 in between 2022 and 2025. A subset of the Company’s cars 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, 2022.

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, 2022, are as follows (in thousands):

2022	$	334
2023		514
2024		47
2025		7
Total lease payments		902
Less: imputed interest		(85	)
Present value of future lease payments		817
Less: current maturities of operating leases		(610	)
Non-current operating leases	$	207
Weighted-average remaining lease term (in years)		1.46
Weighted-average discount rate		12.5	%

Lease expense under the Company’s operating leases was $184 thousand and $178 thousand for the three months ended June 30, 2022, and 2021, respectively. For the six months ended June 30, 2022, and 2021, the lease expense was $363 thousand and $364 thousand, respectively.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


b.	~~Royalties:~~

c.Royalties:

The Company’s research and development efforts are financed, in part, through funding from the Israel Innovation Authority (the “IIA”) ~~(formerly known as~~and the ~~Israeli Office of the Chief Scientist in the Israel Ministry of Economy)~~Israel-U.S. Binational Industrial Research and Development Foundation (“BIRD”). During the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2022, the Company received ~~$828~~$184 thousand from the IIA to fund its research and development efforts.

Since the Company’s inception through ~~September~~June 30, ~~2017,~~2022, the Company received funding from the IIA and BIRD in the total amount of ~~$1.6 million.~~$2.15 million and $500 thousand, respectively. Out of the ~~$1.6~~$2.15 million in funding from the IIA, a total amount of ~~$1.2~~$1.57 million were ~~royalty bearing~~royalty-bearing grants (as of ~~September~~June 30, ~~2017,~~2022, the Company paid royalties to the IIA in the total amount of ~~$50~~$105 thousand), ~~while~~ a total amount of $400 thousand was received in consideration of ~~5,237~~209 convertible preferred A shares, which were 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 a total amount of $184 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 Exclusive License Agreement between the Company and Harvard University’s Wyss Institute for Biologically Inspired Engineering ("Harvard") 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.

Royalties expenses in cost of revenue were $1 and $6 thousand for the three months ended June 30, 2022 and 2021, respectively. For the six months ended June 30, 2022, and 2021, the royalties expenses were $4 thousand and $6 thousand, respectively.

As of ~~September~~June 30, ~~2017,~~2022, the contingent liability to the IIA amounted to ~~$1.1~~$1.6 million.

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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


c.	~~Liens:~~

~~As discussed in Note 6~~ The Israeli Research and Development Law provides that know-how developed under an approved research and development program may not be transferred to ~~our audited consolidated financial statements included~~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 ~~Company's annual report on Form 10-K~~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 ~~fiscal year ended December 31, 2016, filed with~~sale of the ~~SEC on February 17, 2017,~~grant recipient itself, as ~~amended on Form 10-K/A filed with~~ the ~~SEC on April 27, 2017 (the “2016 Form 10-K”),~~case may be, which portion will not exceed six times the ~~Company is~~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 research and development activities of the grant recipient in Israel after the transfer); (b) the grant recipient receives know-how from a third party ~~to the Loan Agreement with Kreos pursuant to which Kreos extended a $20 million line~~in exchange for its IIA-funded know-how; (c) such transfer of ~~credit to the Company. In~~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 ~~Loan Agreement,~~grant recipient.

d.Liens:

As part of 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~~$659 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.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


d.	~~Legal Claims:~~

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 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 party 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 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~~ While the outcome of any pending or threatened litigation and ~~January 2017, eight substantially similar putative securities class actions were filed against~~other legal matters is inherently uncertain, 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.Company is not currently party to any material litigation.

~~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, 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, the Company is 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 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.

~~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 Agreement”) and an Exclusive License Agreement (“License Agreement”) with Harvard.

~~Under~~ The Research Collaboration Agreement was amended on May 1, 2017, and April 1, 2018 (as amended, the “Collaboration Agreement”), and the Exclusive License Agreement was amended on April 1, 2018 (as amended, the “License Agreement”), to extend the term of the Collaboration Agreement by one year to May 16, 2022 and reallocate the Company’s quarterly installment payments to Harvard through such date, and to make certain technical changes. On April 30, 2020, the Company ~~have agreed~~and Harvard amended the Collaboration Agreement, which included certain adjustments 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~~and extended the ~~funding of this research, subject~~term an additional three quarters until February 2023. On October 14, 2021, the Company and Harvard further amended the Collaboration Agreement, to ~~a minimum funding commitment under applicable circumstances.~~make certain adjustments to the quarterly installments and technical changes. 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,~~2022, 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~~$24 thousand and ~~$267~~$162 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, 2022, and 2021, respectively. For the six months ended June 30, 2022, and 2021, the expense were $34 thousand and $320 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.

The fair value of ~~options exercised for each~~RSUs granted is determined based on the price of the ~~nine~~Company's ordinary shares on the date of grant.

RSUs generally vest over four years, with certain RSUs to non-employee directors vesting quarterly over one year. Any RSUs that is canceled before the vesting becomes available for future grants under the 2014 Plan.

A summary of employees and non-employees RSUs activity during the six months ended ~~September~~June 30, ~~2017~~2022, is as follows:

The weighted average grant date fair value of RSUs granted during the six months ended June 30, 2022, and ~~September~~2021, was $1.14 and $1.75, respectively.

As of June 30, ~~2016 was $29 thousand and $844 thousand respectively. As of September 30, 2017,~~2022, there were ~~$5.1~~$1.3 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~~2.5 years.

~~The~~

The number of options and RSUs outstanding as of ~~September~~June 30, ~~2017~~2022, 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.~~

Range of exercise price	Options and RSUs outstanding as of June 30, 2022		Weighted average remaining contractual life (years) (1)		Options outstanding and exercisable as of June 30, 2022		Weighted average remaining contractual life (years) (1)
RSUs only		1,045,233		-		-		-
$5.37		12,425		6.75		10,095		6.75
$20.42 - $33.75		13,317		5.71		13,291		5.71
$37.14 - $38.75		8,946		1.48		8,946		1.48
$50 - $52.5		6,731		4.97		6,731		4.97
$182.5 - $524.25		2,575		3.35		2,575		3.35
		1,089,227		4.89		41,638		4.79

~~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


(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.	~~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

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

As of ~~September~~June 30, ~~2017,~~2022, there are no outstanding options or RSUs held by non-employee consultants.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



	c.	~~Warrants to purchase ordinary shares:~~

c.Warrants to purchase ordinary shares:

The following table summarizes information about warrants outstanding and exercisable as of ~~September~~June 30, ~~2017:~~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

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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

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)	Represents warrants ~~to purchase~~for ordinary shares atissuable upon an exercise price of ~~$10.08~~$7.50 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, or Kreos, in connection with a loan made by Kreos to ~~us. The warrant is~~us 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 us with or into, or the sale or license of all or substantially all the assets or shares of us to, any other entity or person, other than a wholly-owned subsidiary of us, 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.~~

	2022.
~~(3)~~	~~Represents warrants issued as part of our follow-on offering in November 2016.~~


~~(4)~~	(2)	Represents ~~a warrant in the amount of 47,717 ordinary shares~~common warrants that were 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.	~~Share-based compensation expense for employees and non-employees:~~
	(3)	Represents common warrants that were issued as part of the Company’s follow-on public offering in November 2018.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	(4)	Represents common warrants that were issued to the underwriters as compensation for their role in the Company’s follow-on public offering in November 2018.

	(5)	Represents warrants that were issued to the exclusive placement agent as compensation for its role in the Company’s follow-on public offering in February 2019.

	(6)	Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s registered direct offering of ordinary shares in April 2019.

	(7)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s April 2019 registered direct offering.

	(8)	Represents warrants that were issued to certain institutional investors in a warrant exercise agreement on June 5, 2019, and June 6, 2019, respectively.

	(9)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 warrant exercise agreement and concurrent private placement of warrants.

	(10)	Represents warrants that were issued to certain institutional investors in a warrant exercise agreement in June 2019.

	(11)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s June 2019 registered direct offering and concurrent private placement of warrants.

	(12)	Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020. During the year ended December 31, 2021, 3,740,100 warrants were exercised for total consideration of $4,675,125.

	(13)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. During the year ended December 31, 2021, 230,160 warrants were exercised for total consideration of $359,625.

	(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. During the year ended December 31, 2021, 2,020,441 warrants were exercised for total consideration of $3,555,976.

	(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. During the year ended December 31, 2021, 3,598,072 warrants were exercised for total consideration of $4,821,416.

	(17)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement. During the year ended December 31, 2021, 225,981 warrants were exercised for total consideration of $405,003.

	(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.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	(19)	Represents warrants that were issued to the placement agent as compensation for its role in Company’s private placement offering in February 2021.

	(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.

d.Share-based compensation expense for employees and non-employees:

The Company recognized non-cash share-based compensation expense for ~~both~~ employees and non-employees in the condensed consolidated statements of operations ~~for the periods shown below~~ as follows (in thousands):

	Six Months Ended June 30,
	2022		2021
Cost of revenues	$	6	$	4
Research and development		33		14
Sales and marketing		96		77
General and administrative		191		273
Total	$	326	$	368

e.Equity raise:

1. Follow-on offerings and warrants exercise:

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 & Co., LLC (“H.C. Wainwright”) as compensation for its role as the placement agent in our February 2021 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 share 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.

Nine Months Ended September 30,
2017 2016
Cost of revenues $ 57
$ 78
Research and development, net 344
398
Sales and marketing, net 585
606
General and administrative 1,611
1,376
Total $ 2,597
$ 2,458

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



	e.	~~At-the-market offering program:~~

~~On May 10, 2016, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”)~~

As of June 30, 2022, a total of 9,814,754 previously issued warrants with ~~Piper Jaffray, pursuant~~exercise prices ranging from $1.25 to which it may offer and sell, from time to time, ordinary shares having an aggregate offering price of up to $25 million, through Piper Jaffray acting as its agent. Subject to the terms and conditions of the Equity Distribution Agreement, Piper Jaffray will use its commercially reasonable efforts to sell on the Company’s behalf all of the ordinary shares requested to be sold by the Company, consistent with its normal trading and sales practices. Piper Jaffray may also act as principal in the sale of ordinary shares under the Equity Distribution Agreement. Sales may be made under the Company's Form S-3, in what may be deemed “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “ATM Offering Program”). Sales may be made directly on or through the NASDAQ Capital Market, the existing trading market$1.79 have been exercised for the Company's ordinary shares, to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or any other method permitted by law, including in privately negotiated transactions. 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. The Company is not required to sell any of its ordinary shares at any time.

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 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), including its ATM Offering Program, during the 12 months following February 17, 2017, unless and until it is no longer subject to such limitations.

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. 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 had sold 6,071,970 ordinary shares under the ATM Offering Program for gross proceeds of $14.0 million and net proceeds to the Company of $13.1 million (after commissions, fees and expenses). Additionally, as of that date, the Company had paid Piper Jaffray compensation of $420 thousand and had incurred total expenses of approximately ~~$907 thousand in connection with the ATM Offering Program.~~$13.8 million.

NOTE ~~9:-~~ 8:FINANCIAL EXPENSES (INCOME), NET

The components of financial expenses (income), net were as follows (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021			2022		2021
Foreign currency transactions and other	$	39	$	(14	)	$	54	$	(28	)
Bank commissions		5		5			14		15
	$	44	$	(9	)	$	68	$	(13	)

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Foreign currency transactions and other $ (37 ) $ 17
$ (113 ) $ 60
Financial expenses related to loan agreement with Kreos 510
495
1,932
1,462
Bank commissions 6
5
24
28
Income related to hedging transactions —
(9 ) —
(36 )
$ 479
$ 508
$ 1,843
$ 1,514

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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

NOTE ~~10:-~~ 9:GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA

Summary information about geographic ~~areas~~:

~~ASC~~areas:

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing ~~the enterprise’s~~ performance. The Company manages its business on the basis of ~~one~~1 reportable segment and derives revenues from selling ~~systems~~units and services (see Note 1 for a brief description of the Company’s business). The ~~below~~following is a summary of revenues within geographic areas (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016		2022		2021		2022		2021
Revenues based on customer’s location:
Israel	$	—	$	—	$	—	$	—
United States	801		710		4,242		2,976		$	578	$	654	$	798	$	1,130
Europe	931		404		1,996		908			888		726		1,535		1,563
Asia-Pacific	—		286		—		394			103		55		111		57
Africa										1		1		2		2
Total revenues	$	1,732	$	1,400	$	6,238	$	4,278	$	1,570	$	1,436	$	2,446	$	2,752

September 30, December 31,
2017 2016
Long-lived assets by geographic region (*):
Israel $ 330
$ 476
United States 361
565
Germany 215
217
$ 906
$ 1,258

~~(*) Long-lived assets are comprised of property and equipment, net.~~

~~Major customer data as a percentage of total revenues (in thousands):~~

September 30, December 31,
2017 2016
Customer A 42.6 % 33.3 %

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	June 30,		December 31,
	2022		2021
Long-lived assets by geographic region (*):
Israel	$	580	$	629
United States		375		493
Germany		70		43
	$	1,025	$	1,165

*)	Long-lived assets are comprised of property and equipment, net, and operating lease right-of-use assets.



	Six Months Ended June 30,
	2022			2021
Major customer data as a percentage of total revenues:
Customer A		20.4	%		*	)
Customer B		11.7	%		-

*)	Less than 10%.

~~NOTE 11:- SUBSEQUENT EVENTS~~


a.	~~Legal claims: class action litigation (see Note 5d)~~ NOTE 10: SUBSEQUENT EVENTS

~~As of November 1, 2017, there were three pending class action lawsuits against~~In June 2022, the Company ~~and certain other defendants alleging claims under the Securities Act in connection with~~announced that its Board of Directors (the “Board”) had approved a program to repurchase up to $8.0 million of the Company’s ~~registration statement used in its IPO, including~~ordinary shares, par value NIS 0.25 per share, subject to receipt of Israeli court approval. In July 2022, the ~~Consolidated Massachusetts State Court Actions and the Massachusetts Federal Court Action. These actions are further described above in Note 5d.~~

~~Consolidated Massachusetts State Court Actions: The~~Company announced that it had received approval from an Israeli court ~~heard oral argument on the Company's’ motion to dismiss on October 16, 2017.~~

~~Massachusetts Federal Court Action: The court denied the Company's motion to stay and has set the time~~ for the ~~Company's motion to dismiss to November 10, 2017.~~


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

On the Equity Exchange Program’s expiration date of October 4, 2017, 46 holders tendered options to purchase an aggregate of 945,416 ordinary shares, representing 96.4% of all options eligible for exchange, and on October 5, 2017, the Company granted to these holders an aggregate of 251,872 new RSUs. 180,167 of these new RSUs were granted to the Company’s executive officers and “named executive officers” (as defined in Item 402 of Regulation S-K of the SEC). Unless the Company’s compensation committee accelerates their vesting, the new RSUs vest over a three-year period, with one-third vesting on the first anniversary of the date of grant and one-third vesting on each of the next two successive anniversaries. Additionally, the forfeiture terms of the new RSUs are substantially the same as those that apply generally to previously-granted RSUs granted under the 2014 Plan. The Equity Exchange Program is further described above in Note 8a.

~~The stock options exchanged pursuant to the Exchange Program were canceled and the ordinary shares underlying such options became available for issuance under the 2014 Plan.~~

~~Table of Contents~~share repurchase program, valid through January 20, 2023.

ITEM 2. ~~MANAGEMENT'S~~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, 2021 as filed with the ~~SEC.~~SEC on February 24, 2022 and amended on May 2, 2022 (the “2021 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~~

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 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 (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;~~

Overview

~~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 robotic exoskeletons that allow individuals with mobility impairments or other medical conditions the ability to stand and walk once again. We have developed and are continuing to commercialize our ReWalk ~~an exoskeleton~~Personal and ReWalk Rehabilitation devices for individuals with spinal cord injury (“SCI Products”), which are exoskeletons designed for individuals with paraplegia that ~~uses~~use our patented tilt-sensor technology and an ~~onboard~~on-board computer and motion sensors to drive motorized legs that power movement.

~~We currently derive revenue from selling~~

In May 2021, the FDA granted breakthrough design designation to the ReWalk Personal stairs feature. In June 2022, we submitted a 510(k) application to the FDA for our ReWalk Personal exoskeleton system seeking clearance for the use of ReWalk Personal units on stairs and ~~ReWalk Rehabilitation exoskeleton devices that allow~~curbs in the United States, which is currently under review.

We have also developed and began commercializing our ReStore device in June 2019. ReStore is a powered, lightweight soft exo-suit intended for use in the rehabilitation of individuals with ~~paraplegia~~lower limb disability due to stroke. During the ~~ability~~second quarter of 2020 we finalized and moved to stand and walk once again. ReWalk Personal is currently designed for everyday use by individuals at home and in their communities, and is custom-fitted for each user. ReWalk Rehabilitation is designed for the clinical rehabilitation environment where it provides valuable exercise and therapy. It also enables individualsimplement two separate agreements to ~~evaluate their capacity for using ReWalk Personal in the future.~~

~~Since obtaining CE mark clearance at the end of 2012 and FDA clearance in June 2014 we have continued to increase our focus on selling the Personal device through third party payors~~distribute additional product lines in the U.S. market. We will be the exclusive distributor of the MediTouch Tutor movement biofeedback systems in the United States and will also have distribution rights for the MYOLYN MyoCycle FES cycles to U.S. rehabilitation clinics and personal sales through U.S. Department of Veteran Affairs (“VA”) hospitals. These new products will improve our product offering to clinics as well as patients within the VA as they both have similar clinician and patient profile.

Our principal markets are the United States and Europe. In Europe, we have a direct sales operation in Germany and ~~through distributors~~the United Kingdom and 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 from the applicable regulatory agencies in other jurisdictions~~Marlborough, Massachusetts, Berlin, Germany and Yokneam, Israel, where we ~~seek to market ReWalk.~~

operate our business from.

We have in the past generated and expect to generate in the future ~~expect to generate~~ revenues from a combination of third-party payors, self-payors, including private and government employers, and institutions. 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, we are pursuing various paths of reimbursement and support fundraising efforts by institutions and clinics. In December 2015, the ~~Veterans' Administration (the “VA”)~~VA issued a national policy for the evaluation, training and procurement of ReWalk Personal exoskeleton systems for all qualifying veterans across the United States. The VA policy is the first national coverage policy in the United States for qualifying individuals who have suffered spinal cord injury. As of ~~September~~June 30, ~~2017,~~2022, we had placed 1630 units as part of the VA policy. ~~We also regularly assist in litigation efforts~~

According to a 2017 report published by ~~individuals bringing claims against national~~the Centers for Medicare and ~~regional insurers for reimbursement~~Medicaid Services (“CMS”), approximately 55% of the spinal cord injury population which are at least five years post their injury date are covered by CMS. In July 2020, a code was issued for ReWalk ~~device,~~Personal 6.0 (effective October 1, 2020), which might later be followed by coverage policy of CMS. On June 8, 2022, CMS held its First Biannual Healthcare Common Procedure Coding System (HCPCS) public meeting to discuss several preliminary benefit and ~~have received~~payment decisions under the new Durable Medical Equipment, Prosthetics, Orthotics and Supplies (DMEPOS) rules. Included on the agenda was a discussion of the Medicare benefit category and payment determination for the ReWalk Personal 6.0. No preliminary determination was made during the meeting, and we are currently awaiting further feedback from CMS, which we expect to receive ~~revenues from settlements or judgments paid to~~during the ~~insured users.~~ second half of 2022.

Additionally, to date, several private insurers in the United States and Europe have provided reimbursement for ReWalk in certain ~~cases,~~cases. In Germany, we continue to make progress toward achieving ReWalk coverage from the various government, private and inworker’s compensation payors. In September 2017, each of German insurer BARMER GEK ~~("Barmer"~~(“Barmer”) and national social accident insurance provider Deutsche Gesetzliche Unfallversicherung (“DGUV”), ~~signed~~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 6.0 exoskeleton system in the German Medical Device Directory. This decision means that ReWalk will be listed among all medical devices for compensation, which SHI providers can procure for any approved beneficiary on a ~~confirmation~~case-by-case basis. During the year 2020 we announced several new agreements with German SHIs such as TK and ~~letter~~DAK Gesundheit and others as well as the first German Private Health Insurer (“PHI”) that have chosen to enter into an agreement that outlines the process of ~~agreement, respectively, regarding~~obtaining a device for eligible insured patient. We are currently working with several additional SHIs and PHIs on securing a formal operating contract that will establish the ~~provision~~process of obtaining a ReWalk ~~systems~~Personal 6.0 device for ~~all qualifying beneficiaries.~~their beneficiaries within their system.

~~Table~~27

Second Quarter 2022 and Subsequent Period Business Highlights

●

Total revenue for the second quarter of 2022 was $1.6 million, compared to $1.4 million in the second quarter of 2021;

●

Strong cash position with $78.8 million as of June 30, 2022;

●

The Company’s operating expenses were $5.1 million in the second quarter of 2022, compared to $3.9 million in the second quarter of 2021;

	●	In June 2022, the Company announced that its Board of Directors (the “Board”) had approved a program to repurchase up to $8.0 million of the Company’s ordinary shares, par value NIS 0.25 per share, subject to receipt of Israeli court approval. In July 2022, the Company announced that it had received approval from an Israeli court for the share repurchase program, valid through January 20, 2023. The process to begin repurchasing shares is underway;
	●	On June 8th, the Company presented before CMS at its Healthcare Common Procedure Coding System (HCPCS) meeting, detailing why CMS should promptly assign the ReWalk Personal Prosthetic Exoskeleton to the “artificial leg” prosthetic benefit category. No preliminary determination was made during the meeting, and ReWalk is currently awaiting further feedback from CMS, which it expects to receive during the second half of 2022.

Evolving COVID-19 Pandemic

The impact of ~~Contents~~

the COVID-19 pandemic has resulted in, and will likely continue to result in, significant disruptions to the global economy and the capital markets, as well as our business. A significant number of our global suppliers, vendors, distributors and manufacturing facilities are located in regions that have been affected by the pandemic. Those operations have been materially adversely affected by restrictive government and private enterprise measures implemented in response to the pandemic, which in turn, has negatively impacted our operations. Despite the distribution of COVID-19 vaccines, new and occasionally more virulent variants (including the BA.4 and BA.5 subvariants) of the virus that causes COVID-19, including the Delta and Omicron variants, have emerged, and there is significant uncertainty as to how the countries in which we do business will continue to respond to such outbreaks, including whether there will be future partial or total shutdowns, which would adversely affect our business.

Although we have seen the U.S. and German markets start to fully open for the first time since the pandemic started in early 2020, allowing us to restart market development and access programs, the COVID-19 pandemic has continued to affect our ability to engage with our SCI Products, ReStore and Distributed Products existing customers, conduct trials of product candidates, deliver ordered units or repair existing systems and provide training for our products to new patients, who have largely remained at home due to local movement restrictions, and to rehabilitation centers, which have temporarily shifted priorities and responses to pandemic-related medical equipment. In addition, staffing shortages within the healthcare system itself has resulted in a diminished demand for our SCI Products as the attention of healthcare workers and potential patients has turned elsewhere. As a result, our sales and results of operations have been adversely impacted. We believe that these adverse impacts may continue as long as the pandemic continues to impact our key markets, which are Germany and the United States, especially as long as our ability to conduct trials of product candidates is limited or if our existing customers can’t train with our SCI Products and as long as capital budgets for rehabilitation devices such as the ReStore remain reduced or on-hold. Additionally, some clinics, such as VA clinics, and many other healthcare facilities, have historically been enforcing in-clinic restrictions, which have to date affected our ability to demonstrate our devices to patients or start training for qualified potential customers; although we are starting to see this trend revert back to pre-pandemic levels. 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~~monitor our sales pipeline 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~~day-to-day basis in order to ~~continue to evaluate~~assess the effect of these limitations as some have short term effects and others affect our future pipeline development. While our sole manufacturer, Sanmina Corporation, has not shut down its facilities during the COVID-19 pandemic, supply chain delays, component shortages have had a ~~change from its current non-coverage policy. We~~limited impact on our manufacturing and are also ~~submitting data~~leading to ~~two additional U.S. commercial groups~~price increases of specific parts. Other adverse impacts on our production capacity as a result of government directives or health protocols can occur. Moreover, the current limitations on our sales activities has made it difficult to effectively forecast our future requirements 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.systems. For more information, see “Part I.I, Item 1A. Risk ~~Factors-Risks Related~~Factors.” of our 2021 Form 10-K in addition to ~~Our Business~~the “Risk Factors” section included below.

In addition, our future results of operations and ~~Our Industry-We may fail~~liquidity could be adversely impacted by delays in payments of outstanding receivable amounts beyond normal payment terms, supply chain disruptions and operational challenges faced by our customers. The occurrence of new outbreaks of COVID-19 could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn or a global recession that could cause significant volatility or decline in the trading price of our securities, affect our ability to ~~secure or maintain adequate insurance coverage or reimbursement~~execute strategic business activities such as business combination, affect demand 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~~and likely impact our ~~2016 Form 10-K.~~

~~In early January 2017, we announced~~operating results. These may further limit or restrict our ~~plans~~ability to access capital on favorable terms, or at all, lead to consolidation that negatively impacts our business, weaken demand, increase competition, cause us to reduce our ~~operating expenses~~capital spend further, or otherwise disrupt our business.

During the pandemic, we have implemented remote working procedures 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~~Germany and Israel and are establishing in-office measures to contain the ~~timing and receipt~~spread of ~~CE mark and FDA clearance, respectively. We have not yet applied for these clearances and intend~~COVID-19 according to ~~apply in mid-2018. Obtaining clearance could involve an extensive and time-consuming process and delay commercialization beyond~~local regulations. With the vaccination of most of our ~~planned timetable, and~~employees, we ~~cannot make any assurances regarding~~gradually returned to work from our offices during 2021 but are currently facing another disruption with the ~~ultimate timing of FDA or CE mark clearance or commercialization~~spread 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,Omicron variant. Despite this current situation and the ~~next generation~~challenges it imposes, we have developed several methods to continue to engage with our current and prospective customers with some success through video conferencing, virtual training events, and online education demos to offer our support and showcase the value 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.products.

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~~2022 and ~~September~~June 30, ~~2016~~2021

Our operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, as compared to the same periods in ~~2016,~~2021, are presented ~~below. T~~hebelow (in thousands, except share and per share data). The 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,
	2022			2021			2022			2021
Revenues	$	1,570		$	1,436		$	2,446		$	2,752
Cost of revenues		824			709			1,435			1,318

Gross profit		746			727			1,011			1,434

Operating expenses:
Research and development, net		956			810			1,863			1,605
Sales and marketing		2,347			1,613			4,531			3,284
General and administrative		1,819			1,445			3,281			2,707

Total operating expenses		5,122			3,868			9,675			7,596

Operating loss		(4,376	)		(3,141	)		(8,664	)		(6,162	)
Financial expenses (income), net		44			(9	)		68			(13	)

Loss before income taxes		(4,420	)		(3,132	)		(8,732	)		(6,149	)
Taxes on income		26			9			64			54

Net loss	$	(4,446	)	$	(3,141	)	$	(8,796	)	$	(6,203	)

Net loss per ordinary share, basic and diluted	$	(0.07	)	$	(0.07	)	$	(0.14	)	$	(0.15	)

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted		62,544,467			46,123,222			62,519,063			41,210,527

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~~2022 Compared to Three and ~~Nine~~Six Months Ended ~~September~~June 30, ~~2016~~2021

~~Revenues~~

Revenues

Our revenues for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, and ~~2016~~2021, were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
	(in thousands, except unit amounts)				(in thousands, except unit amounts)
Personal unit revenues	$	1,245	$	1,153	$	2,015	$	2,461
Rehabilitation unit revenues		325		283		431		291
Revenues	$	1,570	$	1,436	$	2,446	$	2,752

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
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.

Revenues increased by ~~$332~~$134 thousand, or ~~24%~~9%, for the three months ended ~~September~~June 30, ~~2017~~2022, compared to the three months ended ~~September~~June 30, ~~2016.~~ 2021. The increase is due to higher number of personal 6.0 units sold in Europe and higher number of distributed products sold in the United States.

Revenues ~~increased~~decreased by ~~$2.0 million,~~$306 thousand, or ~~46%~~11%, for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2021. The ~~increase in revenue~~decrease was driven primarily ~~due to sales mix, including higher sales to the VA for use in an ongoing clinical study, reaching, as~~by a lower number of ~~September 30, 2017, 60~~personal 6.0 and rehabilitation units ~~placed as part of the study since its inception~~sold in the ~~fourth quarter of 2015, and an increase in the conversion of rental units into purchases.~~United States during Q1-22.

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

Gross Profit

Our gross profit for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, and ~~2016~~2021 were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Gross profit	$	746	$	727	$	1,011	$	1,434

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Gross profit $ 708
$ 290
$ 2,498
$ 868

Gross profit was 48% of revenue for the three months ended June 30, 2022, compared to 51% for the three months ended June 30, 2021. Gross profit was 41% of revenue for the ~~three~~six months ended ~~September~~June 30, ~~2017,~~2022, compared to ~~21% of revenue~~52% for the six months ended June 30, 2021. The decrease in gross profit for the three months ended ~~September~~June 30, ~~2016. Gross profit~~2022, was ~~40% of revenue for the nine months ended September 30, 2017, compared to 20% of revenue for the nine months ended September 30, 2016.~~mainly driven by higher freight and service-related expenses. The ~~increase~~decrease in gross profit for the six months ended June 30, 2022, was mainly driven by a lower volume of units sold during Q1-22 and a decrease in average selling price due to a change in sales mix ~~the increase in the conversion of rental units into purchases~~as well as higher freight and ~~lower product costs.~~service-related expenses.

We expect our gross profit to ~~gradually~~ improve, asassuming we increase ~~revenue and lower~~ our ~~unit~~sales volumes, which could also decrease the product manufacturing ~~costs through implementation of certain cost reduction projects and economies of scale which~~costs. 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 the cost of product parts, especially as long as COVID-19 pandemic is affecting the market.

Research and Development Expenses, net

Our research and development expenses, net for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, and ~~2016~~2021 were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Research and development expenses, net	$	956	$	810	$	1,863	$	1,605

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~~increased $146 thousand, or 18%, for the three months ended ~~September~~June 30, ~~2017~~2022, compared to the three months ended ~~September~~June 30, ~~2016.~~2021. Research and development expenses increased $258 thousand, or 16%, for the six months ended June 30, 2022, compared to the six months ended June 30, 2021. The ~~decrease in expenses~~increase is ~~primarily~~ attributable to aincreased personnel and personnel related expenses and subcontractors’ expenses offset partially with grant received from the IIA, which were credited to research and development expenses, 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%, for the nine months ended September 30, 2017 compared to the nine months ended September 30, 2016. The decrease in expenses is primarily attributable to a one-time charge of $1.1 million recorded in 2016 related to the Collaboration Agreement and License Agreement with Harvard, grants received from the IIA which were credited to research and development expenses, net during the nine months ended September 30, 2016 and a decrease in personnel costs and personnel-related costs.IIA.

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

Sales and Marketing Expenses

Our sales and marketing expenses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, and ~~2016~~2021 were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Sales and marketing expenses	$	2,347	$	1,613	$	4,531	$	3,284

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 $734 thousand, or ~~30%~~46%, for the three months ended ~~September~~June 30, ~~2017~~2022, compared to the three months ended ~~September~~June 30, ~~2016.~~2021. Sales and marketing expenses ~~decreased $1.9~~increased $1.2 million, or ~~18%~~38%, for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2021. The ~~decrease is~~increase for the three and six months ended June 30, 2022, was driven mainly by ~~lower~~higher consulting expenses, tradeshows activities and personnel and ~~personnel-related costs and consulting expenses as result of our recent cost reduction efforts.~~personnel related expenses.

In the near term our sales and marketing expenses are expected to be driven by our ~~commercialization and~~efforts expand our reimbursement ~~efforts for the~~coverage of our ReWalk Personal device ~~as we continue 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.~~our current product commercialization.

General and Administrative Expenses

Our general and administrative expenses for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, and ~~2016~~2021 were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
General and administrative expenses	$	1,819	$	1,445	$	3,281	$	2,707

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 $374 thousand, or 7%26%, for the three months ended ~~September~~June 30, ~~2017~~2022, compared to the three months ended ~~September~~June 30, ~~2016.~~2021. General and administrative expenses ~~decreased $164~~increased $574 thousand, or 21%, for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2021. The increase in the three and six months ended June 30, 2022, was mainly driven by increased professional services expenses due to the 2022 proxy process offset partially with a decrease in ~~expenses is primarily attributable to lower professional expenses and personnel-related~~insurance costs.

~~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, Net

Our financial expenses, net, for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, and ~~2016~~2021 were as follows (in thousands):

	Three Months Ended June 30,					Six Months Ended June 30,
	2022		2021			2022		2021
Financial expenses (income), net	$	44	$	(9	)	$	68	$	(13	)

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

Financial expenses, net, ~~decreased $29~~increased by $53 thousand, ~~or 6%~~ for the three months ended ~~September~~June 30, ~~2017~~2022, compared to the three months ended ~~September~~June 30, ~~2016.~~2021. Financial expenses, net, increased ~~$329~~by $81 thousand, ~~or 22%~~ for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016. This~~2021. The increase ~~with respect~~was primarily due to ~~the nine-month period is attributable mainly to interest expenses related to our Loan Agreement with Kreos.~~exchange rate fluctuations.

Income ~~Tax~~Taxes

Our income ~~tax~~taxes for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, and ~~2016 was~~2021 were as follows (in thousands):

	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Taxes on income	$	26	$	9	$	64	$	54

Three Months Ended September 30, Nine Months Ended September 30,
2017 2016 2017 2016
Income tax $ 15
$ 9
$ 25
$ 39

~~Income taxes~~Taxes on income increased $6$17 thousand or 189% for the three months ended ~~September~~June 30, ~~2017~~2022, compared to the three months ended ~~September~~June 30, ~~2016. Income taxes decreased $14~~2021. Taxes on income increased $10 thousand or 19% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022, compared to the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2021. The increase in the three and six months ended June 30, 2021, was mainly due to deferred taxes and timing differences in our subsidiaries.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with ~~United States~~U.S. GAAP. The preparation of our condensed financial statements requires us to make estimates, judgments and assumptions that can affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, judgments and assumptions on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known. Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our condensed financial statements and related disclosures. See Note 2 to our audited consolidated financial statements included in our ~~2016~~2021 Form 10-K for a description of the significant accounting policies that we used to prepare our consolidated financial statements.

There have been no material changes to our critical accounting policies or our critical judgments from the information provided in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies” of our ~~2016~~2021 Form 10-K,except for the updates provided in Note 3b3 of our unaudited condensed consolidated financial statements set forth in “Part I, Item 1. Financial Statements” of this quarterly ~~report~~.report.

Recent Accounting Pronouncements

See Note 3b3 to our unaudited condensed consolidated financial statements set forth in “Part I, Item 1. Financial Statements” of this quarterly report for information regarding new accounting pronouncements.

~~Table of Contents~~32

Liquidity and Capital Resources

Sources of Liquidity and Outlook

Since inception, we have funded our operations primarily through the sale of certain of our equity securities and convertible notes to investors in private placements, the sale of our ordinary shares in public offerings and the incurrence of bank debt.

AsDuring the six months ended June 30, 2022, we incurred a consolidated net loss of ~~September~~$8.8 million and as of June 30, ~~2017, the Company~~2022, we had an accumulated deficit of $203.0 million. Our cash and cash equivalents ~~of $12.9 million. The Company had an accumulated deficit in the total amount of $125 million~~ as of ~~September~~June 30, ~~2017~~2022, were $78.8 million and ~~further losses are anticipated in~~our negative operating cash flow for 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.

~~The Company intends to finance operating costs over the next twelve~~six months with existing cash on hand, reductions in operating spend, issuances under the Company's ATM Offering Program or other future issuances of equity and debt securities, or through a combination of the foregoing. However, the Company will need to seek additional sources of financing ifended June 30, 2022, was $9.4 million. We believe we ~~require more funds than anticipated during the next 12 months or in later periods. For more information, see “Part II, Item 1A. Risk Factors-We may not~~ have sufficient funds to ~~meet certain future capital requirements or grow~~support our ~~business, and may need to take advantage~~operations for more than 12 months following the issuance date of ~~various forms of capital-raising transactions. Future equity or debt financings or strategic transactions may dilute~~ our shareholders, disrupt our business or place us under restrictive covenants, while limitations under our registration statement on Form S-3 may make it more difficult for us to raise money in the public markets.”

~~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 consolidatedunaudited financial statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017 do not include any adjustments~~2022.

We expect to ~~reflect~~incur future net losses and our transition to profitability is dependent upon, among other things, the ~~possible~~successful development and commercialization of our products and product candidates, the achievement of a level of revenues adequate to support our cost structure. Until we achieve profitability or generate positive cash flows, we will continue to need to raise additional cash. We intend to fund future ~~effects~~operations through cash on hand, additional private and/or public offerings of debt or equity securities, cash exercises of outstanding warrants or a combination of the ~~recoverability~~foregoing. In addition, we may seek additional capital through arrangements with strategic partners or from other sources and ~~classification of assets~~we will continue to address our cost structure. Notwithstanding, there can be no assurance that we will be able to raise additional funds or ~~the amounts and classification of liabilities that may result~~achieve or sustain profitability or positive cash flows from ~~uncertainty related to the Company’s ability to continue as a going concern.~~operations.

Our anticipated primary uses of cash are (i) sales, marketing and reimbursement expenses related to market development activities of our ReStore and Personal 6.0 devices, broadening third-party payor and CMS coverage for our ReWalk Personal device and commercializing our new product lines added through distribution agreements; (ii) research and development ~~costs related to developing~~of our lightweight ~~“soft suit” exoskeleton~~exo-suit technology for ~~various lower limb disabilities,~~potential home personal health utilization for multiple indications and future generation designs for our spinal cord injury device; (iii) routine product updates; (iv) general corporate purposes, including ~~stroke~~working capital needs; and ~~other indications affecting the ability to walk.~~(v) potential acquisitions of business. Our future cash requirements will depend on many factors, including our rate of revenue growth, the expansion of our sales and marketing activities, the timing and extent of our spending on research and development efforts ~~our sales and marketing activities~~ and international expansion. ~~In order to meet~~If our current estimates of revenue, expenses or capital or liquidity requirements change or are inaccurate, we may seek to sell additional equity or debt securities, arrange for additional bank debt financing, or refinance our ~~indebtedness, sell or license our assets, or pursue strategic transactions, such as the sale of our business or all or substantially all of our assets.~~indebtedness. There can be no assurance that we will be able to raise such funds on acceptable terms. For more information, see “Part I, Item 1A. Risk Factors-We have concluded that there are substantial doubts as to our ability to continue as a going concern.” in our 2016 Form 10-K and “We may not have sufficient funds to meet certain future capital requirements or grow our business, and may need to take advantage 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.

~~Table of Contents~~Equity Raises

~~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 connection Beginning 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 to our ATM Offering Program (as defined below) 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 ~~February 17, 2017,~~filing our ~~public float was approximately $41.2 million, restricting the size of primary offerings under our Form S-3 to approximately $13.7 million~~annual report for the ~~following 12 months, unless and until~~year ended December 31, 2020, we ~~are~~were no longer subject to these ~~limitations. We~~limitations, because our public float had reached at least $75 million in the 60 days preceding the filing of that annual report. Likewise, because our public float was at least $75 million within the 60 days preceding the date of our 2021 Annual Report, we are not currently subject to these limitations, and will ~~cease~~continue to not be subject to these limitations ~~once~~for the remainder of the 2022 fiscal year and until such time as we file our next annual report for the year ended December 31, 2022, at which time we will be required to re-test our status under these rules. If our public float ~~exceeds~~subsequently drops below $75 million ~~in which case we would reassess~~as of the ~~application~~filing of ~~these rules in 2018, when we file~~ 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 become subject to these limitations again, 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~~new registration statement on Form ~~S-1 (which has no~~S-3, which was declared effective by the SEC in May 2022.

Equity Offerings and Warrant Exercises

On February 19, 2021, we 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, we 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 Offering.

On September 27, 2021, we signed a purchase agreement with certain institutional investors for the issuance and sale of 15,403,014 ordinary shares, 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 ~~size limitations), the preparation~~pre-funded warrants are exercised in full. Each ordinary share was sold at an offering price of ~~which would be more time-consuming~~$2.035 and ~~costly, including due to potential SEC review. We may also conduct such offerings in the form~~each pre-funded warrant was sold at an offering price of ~~private placements, potentially with registration rights or priced at a discount~~$2.034 (equal to the ~~market value~~purchase price per ordinary share minus the exercise price of ~~our~~the pre-funded warrant). The offering of the ordinary shares, ~~which could require shareholder approval under~~ the ~~rules~~pre-funded warrants and the ordinary shares that are issuable from time to time upon exercise of the ~~NASDAQ. Any such transactions could result~~pre-funded warrants was made pursuant to our shelf registration statement on Form S-3 initially filed with the SEC on May 9, 2019, and declared effective by the SEC on May 23, 2019, and the ordinary warrants were issued in ~~substantial dilution~~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 ~~shareholders’ interests.~~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, we 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 private placement offering.

As of June 30, 2022, a total of 9,814,754 previously issued warrants with exercise prices ranging from $1.25 to $1.79 have been exercised for total gross proceeds of approximately $13.8 million.

ATM Offering Program

On May 10, 2016, we entered into our Equity Distribution Agreement with Piper Jaffray, as amended on May 9, 2019, 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.~~agent (the “ATM Offering Program”). 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 shares 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 as defined in Rule 415 promulgated under the Securities Act, directly on or through the ~~NASDAQ~~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 time 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 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.

Piper Jaffray is entitled to compensation at a fixed commission rate of ~~3.0%~~3% 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 date that is three years after a new registration statement on Form S-3 goes effective, (iii) our becoming ineligible to use Form S-3 and (iv) termination of the Equity Distribution ~~Agreement.~~Agreement by the parties. 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~~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 an average 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 inceptionWe temporarily suspended use of the ATM Offering Program ~~in May 2016 until~~on February 20, 2019 to facilitate our February 2019 “best efforts” public offering. As of September 30, ~~2017,~~2020, we had sold ~~6,071,970~~302,092 ordinary shares under the ATM Offering Program for net proceeds to us of ~~$13.1~~$14.5 million (after commissions, fees, and expenses). Additionally, as of that date, we had paid Piper Jaffray compensation of ~~$420~~$471 thousand and had incurred total expenses (including such commissions) of approximately ~~$907 thousand~~$1.2 million in connection with the ATM Offering Program. No sales were made under the ATM Offering Program during the year ended December 31, 2021 or during the six months ended June 30, 2022.

We intend to continue using ~~this program~~the at-the-market offering or similar continuous offering programs opportunistically to raise additional ~~funds.~~

~~Table~~funds, although we are currently subject to restrictions on using the ATM Offering Program with Piper Jaffray. Under our September 2021 purchase agreement with certain investors, equity or debt securities convertible into, or exercisable or exchangeable for, ordinary shares at a conversion price, exercise price or exchange price which floats with the trading price 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~~or which may be adjusted after issuance upon the ~~units were immediately separable and issued separately. The warrants are not listed~~occurrence of certain events or (ii) enter into any agreement, including an equity line of credit, whereby the Company may issue securities at a future-determined price, other than an at–the-market facility with the placement agent, H.C. Wainwright & Co, LLC, beginning on ~~the NASDAQ Capital Market, any other national securities exchange or any other nationally recognized trading system. The~~March 29, 2022. Such limitations may inhibit our ability to access capital efficiently.

Share Repurchase Program

In June, 2022, we announced that our Board of Directors (our “Board”) had approved a program to repurchase up to $8.0 million of our ordinary shares, par value NIS 0.25 per share, subject to receipt of Israeli court approval. In July 2022, we announced that we had received approval from an Israeli court for the share repurchase program, valid through January 20, 2023.

Under the program, share repurchases may be made from time to time using a variety of methods, including open market transactions or in privately negotiated transactions. Such repurchases will be made in accordance with all applicable securities laws and regulations, including restrictions relating to volume, price and timing under applicable law, including Rule 10b-18 under the ~~warrants underlying~~United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing and amount of shares repurchased will be determined by our management, within guidelines to be established by the ~~units and~~Board or a committee thereof, based on its ongoing evaluation of our capital needs, market conditions, the trading price of our ordinary shares, ~~issuable upon exercise~~trading volume and other factors, subject to applicable law. For all or a portion of the ~~warrants are registered~~authorized repurchase amount, we may enter into a plan compliant with Rule 10b5-1 under the ~~Securities~~Exchange 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 optionthat is designed to ~~purchase up~~facilitate these repurchases.

The repurchase program does not require us 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 theacquire a specific number of ~~ordinary~~ shares, ~~into which the warrants~~and may be exercised are subject 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 adjustmentssuspended or discontinued at any time. There can be no assurance as to the ~~exercise price and~~timing or 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 September 30, 2017, none of the warrants issued~~repurchases in the ~~follow-on offering had been exercised.~~future, and any such share repurchases will be funded from available working capital.

Cash Flows for the ~~Nine~~Six Months Ended ~~September~~June 30, ~~2017~~2022 and ~~September~~June 30, ~~2016~~2021 (in thousands):

	Six Months Ended June 30,
	2022			2021
Net cash used in operating activities	$	(9,377	)	$	(6,340	)
Net cash used in investing activities		(18	)		(11	)
Net cash provided by financing activities		-			50,236
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash		(164	)		-
Net cash flow	$	(9,559	)	$	(43,885	)

Nine Months Ended September 30,
2017 2016
Net cash used in operating activities $ (17,072 ) $ (20,200 )
Net cash used in investing activities (19 ) (408 )
Net cash provided by financing activities 6,341
15,138
Net cash flow $ (10,750 ) $ (5,470 )

Net Cash Used in Operating Activities

Net cash used in operating activities ~~decreased to $17.1~~increased by $3.04 million ~~for the nine months ended September 30, 2017 compared to $20.2 million for the nine months ended September 30, 2016~~or 48% primarily ~~as a result of increased revenue, lower operating expenses as result of recent cost reduction efforts,~~due higher consulting and ~~a decrease in expenses related to Collaboration Agreement and the License Agreement, as discussed above.~~professional services expenses.

~~Net Cash Used in Investing Activities~~

Net cash used in investing activities decreased to $19 thousand for the nine months ended September 30, 2017 compared to $408 thousand for the nine months ended September 30, 2016 primarily as a result of decreased use of cash for the purchase of property and equipment.

Net Cash Provided by Financing Activities

Net cash provided by financing activities ~~was $6.3~~decreased by $50.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022 compared to ~~$15.1 million in~~ the ~~nine~~six months ended ~~September~~June 30, ~~2016. The decrease is related~~2021, primarily due to the ~~receipt~~proceeds received through our February 2021 Offering and warrants exercises received during the first quarter of proceeds under our Loan Agreement in the nine months period ended September 30, 2016, which were higher than the proceeds we received from issuance of ordinary shares in the ATM Offering Program in the nine months period ended September 30, 2017.2021.

~~Table of Contents~~

Obligations and ~~Commercial~~Contractual Commitments

Set forth below is a summary of our contractual obligations as of ~~September~~June 30, ~~2017.~~2022.

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

Purchase obligations (1)	$	1,147	$	1,147	$	-
Collaboration Agreement and License Agreement obligations (2)		75		75		-
Operating lease obligations (3)		902		656		246
Total	$	2,124	$	1,878	$	246

(1)	The Company depends on one contract manufacturer, Sanmina, 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)

Our Collaboration Agreement with Harvard was originally for a term of five years, commencing in May 2016, and was subsequently amended in April 2018 to extend the term by one additional year. The Collaboration Agreement expired as of March 31, 2022. 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, 2022; 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.

(3)	Our operating leases consist of leases for our facilities in the United States and Israel and motor vehicles.

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) $ 806
$ 806
$ —
$ —
$ —
Collaboration Agreement and License Agreement obligations (2) 4,238
1,350
2,100
788
—
Operating lease obligations (3) 4,251
636
1,173
1,190
1,252
Long-term debt obligations (4) 19,288
5,663
13,625
—
—
Total $ 28,583
$ 8,455
$ 16,898
$ 1,978
$ 1,252

~~(1) The Company depends on one contract manufacturer, Sanmina. We place our manufacturing orders with Sanmina pursuant to purchase orders or by providing forecasts for future requirements.~~

(2) Our Research Collaboration Agreement is for a period of five years and requires us to pay in quarterly installments for the funding of our joint research collaboration with Harvard, subject to a minimum funding commitment under applicable circumstances. Our License Agreement consists of patent reimbursement expenses payments and of 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. These product development and commercialization milestones depend on favorable clinical developments, sales and regulatory actions, some or all of which may not occur. Since the achievement and timing of these milestones is neither determinable nor reasonably estimable, these milestone payments are not included in this “Contractual Obligations” table or recorded on our consolidated condensed balance sheet as of September 30, 2017. Moreover, since such royalties are dependent on future product sales which are neither determinable nor reasonably estimable, these royalty payments are not included in this “Contractual Obligations” table or recorded on our condensed consolidated balance sheet as of ~~September 30, 2017~~. ~~For more information, see Note 7 to our condensed consolidated financial statements~~ ~~included in “Part I, Item 1” of this quarterly report.~~

(3) Our operating leases consist of leases for our facilities and motor vehicles. For more information, see “-Liquidity and Capital Resources -Loan Agreement with Kreos and Related Warrant to Purchase Ordinary Shares” above.

~~(4) Our long-term debt obligations consist of payments of principal and interest under our Loan Agreement with Kreos.~~

We calculated the payments due under our operating lease obligation for our Israeli office that are to be paid in NIS at a rate of exchange of NIS ~~3.526:~~3.50:$1.00, and the payments due under our operating lease obligation for our German subsidiary that are to be paid in euros at a rate of exchange of ~~1.1819~~1.04 euro:$1:00, both of which were the applicable exchange rates as of ~~September~~June 30, ~~2017. We calculated the payments due under our Loan Agreement with Kreos according to the current schedule of repayment of principal and interest.~~2022.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements or guarantees of third-party obligations as of ~~September~~June 30, ~~2017.~~ 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our market risk during the ~~third~~second quarter of ~~2017.~~2022. For a discussion of our exposure to market risk, please see ~~“Part~~Part II, Item 7A, ~~Quantitative~~“Quantitative and Qualitative Disclosures About Market Risk” of our ~~2016~~2021 Form 10-K.

ITEM 4.CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and ~~Chief~~Principal Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this quarterly report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and ~~Chief~~Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon, and as of the date of, this evaluation, the Chief Executive Officer and the ~~Chief~~Principal Financial Officer concluded that our disclosure controls and procedures were effective such that the information required to be disclosed by us in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our Chief Executive Officer and ~~Chief~~Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

During the ~~third~~quarter ~~of 2017~~ended June 30, 2022, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

~~Table of Contents~~

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

There have been no material changes to our legal proceedings as described in “Part I, Item 3. Legal Proceedings” of our ~~2016~~2021 Form 10-K, except as described in Note 5 ~~and 11~~ in our condensed consolidated financial statements included in “Part I, Item 1” of this quarterly report.

ITEM 1A.RISK FACTORS

There have been no material changes to our risk factors from those disclosed in “Part I, Item 1A. Risk Factors” of our ~~2016~~2021 Form 10-K, except as ~~noted below:~~

We may not have sufficient funds to meet certain future capital requirements or grow our business, and may need to take advantage of various forms of capital-raising transactions. Future equity or debt financings or strategic transactions may dilute our shareholders, disrupt our business or place us under restrictive covenants, while limitations under our registration statement on Form S-3 may make it more difficult for us to raise money in the public markets.

As of September 30, 2017, we had an accumulated deficit in the total amount of $125 million, and further losses are anticipated in the development 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 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, which 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 investmentdisclosed 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 fundsQuarterly Report 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 operating results.

~~We are subject to securities class action lawsuits against us 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 CourtForm10-Q 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 study 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 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 failure to initiate a postmarket surveillance study by 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, 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.March 31, 2022.

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, 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, the market price of our ordinary shares, and the nature of our business, we do not believe that we were a PFIC for the taxable year ended December 31, 2016. However, there can be no assurance that we will not be considered a PFIC for 2017 or any taxable year. PFIC status is determined as of the end of 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 of our gross assets is likely to be determined in large part by reference to our market capitalization, there is a significant risk that a decline in 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 elections if we are classified as a PFIC.

Future grants of ordinary shares under our equity incentive plans to our employees, non-employee directors and consultants, or sales by these individuals in the public market, could result in substantial dilution, thus decreasing the value 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 issuance 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 material 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 effect on our ordinary shares.

Sales by us or our shareholders of a substantial number of ordinary shares in the public market, or the perception that these sales might occur, could cause the value of our ordinary shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.

As of September 30, 2017, 403,804 ordinary shares were issuable pursuant to the exercise of outstanding warrants granted as part of our Series E Preferred investment round in July 2014 at an exercise price of $10.08 and 2,437,500 ordinary shares were issuable pursuant to the exercise of warrants issued in our follow-on offering of ordinary shares and warrants in November 2016, with an exercise price of $4.75. There were also 167,012 ordinary shares issuable pursuant to the exercise of warrants granted to Kreos in connection with the Loan Agreement in January and December 2016, with an exercise price of $9.64, and 2,523,660 ordinary shares issuable pursuant to the conversion of the Kreos Convertible Note at a conversion price of $1.268 per share (subject to customary anti-dilution adjustments).

Additionally, pursuant to our Amended and Restated Shareholders’ Rights Agreement, dated July 14, 2014, with certain of our shareholders, as of September 30, 2017, the beneficial owners of approximately 4,116,143 of our ordinary shares were entitled to require that we register their shares under the Securities Act for resale into the public markets. In our Kreos Convertible Note, we separately undertook to prepare and file with the SEC a registration statement to enable the resale by Kreos of up to 2,523,660 ordinary shares to be issued upon conversion of the note, unless they could otherwise be freely sold using Rule 144 under the Securities Act.

All shares sold pursuant to an offering covered by a registration statement would be freely transferable. With respect to the outstanding warrants and the Kreos Convertible Note, there may be certain restrictions on the holders to sell the underlying ordinary shares to the extent they are restricted securities, held by “affiliates” or would exceed certain ownership thresholds. Certain of our largest shareholders, namely, Yaskawa Electric Corporation (“Yaskawa”), and certain entities and individuals affiliated with SCP Vitalife Partners II L.P (“Vitalife”), may also have limitations under Rule 144 under the Securities Act on the resale of certain ordinary shares they hold. Despite these limitations, if we, our existing shareholders or their affiliates sell a substantial number of the above-mentioned ordinary shares in the public market, the market price of our ordinary shares could decrease significantly. Any such decrease could impair the value of your investment in us.

The market price of our ordinary shares has also been highly volatile and may fluctuate substantially due to several factors. Effective May 2017, we transferred our ordinary shares from the NASDAQ Global Market to the NASDAQ Capital Market due to our failure to meet the market value of listed securities requirements and the alternative ~~total assets and total revenue standard~~ requirements of the NASDAQ Global Market. Additionally, since the first quarter of 2017, our ordinary shares have traded periodically between $1.00 and $2.00, reaching an all-time low of $1.10 in the second quarter of 2017. To maintain our current listing on the NASDAQ Capital Market, we must meet certain requirements, including, among others, a minimum closing bid price per share. If the closing bid price of our ordinary shares for 30 consecutive business days is less than $1.00 per share, or if we cannot meet other continued listing requirements, NASDAQ will send us a notification of deficiency and provide us a cure period of 180 days, subject to a potential subsequent cure period of an additional 180 days. After the applicable period, if we cannot show compliance with certain NASDAQ Capital Market listing requirements, we will become subject to delisting proceedings. The perception among investors that we are at heightened risk of delisting could negatively affect the market price and trading volume of our ordinary shares. Additionally, if we become subject to delisting proceedings and fail to appeal a delisting determination, our ordinary shares will be delisted from NASDAQ entirely, which could reduce the number of investors willing to hold or acquire our ordinary shares, increase the volatility of the price of such shares and significantly lower the shares’ trading price and volume. Any of these events could also reduce our liquidity and impair our ability to raise capital.

~~A small number of our shareholders have a significant influence over matters requiring shareholder approval, which could delay or prevent a change of control.~~

As of September 30, 2017, the largest beneficial owners of our shares were Yaskawa, certain entities and individuals affiliated with Vitalife, and Kreos, which is deemed a beneficial owner of our ordinary shares pursuant to its right to acquire ordinary shares upon the exercise of the warrants and the conversion of the Kreos Convertible Note, which may be converted at any time, subject to its terms. These holders beneficially owned in the aggregate 23.5% of our ordinary shares as of September 30, 2017 (taking into account Kreos’s beneficial ownership in the total number of ordinary shares outstanding). As a result, Yaskawa and Vitalife, and, if it were to convert all ordinary shares underlying its convertible note, Kreos, could exert significant influence over our operations and business strategy and would together have sufficient voting power to influence significantly the outcome of matters requiring shareholder approval. These matters may include:

~~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.~~

This concentration of ownership of our ordinary shares could delay or prevent proxy contests, mergers, tender offers, open-market purchase programs or other purchases of our ordinary shares that might otherwise give you the opportunity to realize a premium over the then-prevailing market price of our ordinary shares. This concentration of ownership may also adversely affect our share price.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There are no transactions that have not been previously included in a ~~Quarterly Report on Form 10-Q or in a~~ Current Report on Form 8-K.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5.OTHER INFORMATION

Not applicable.

~~Table of Contents~~38

ITEM 6. EXHIBIT INDEX



Exhibit Number		~~Description~~
~~31.1~~		Description
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.~~

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	ReWalk Robotics Ltd.

~~Date: November 2, 2017~~	~~By:~~	~~/s/ Larry Jasinski~~
			~~Name:~~
Date: August 9, 2022	By:	/s/ Larry Jasinski
		~~Title:~~ Larry Jasinski
		Chief Executive Officer
		(Principal Executive Officer)

Date: ~~November 2, 2017~~August 9, 2022	By:	/s/ ~~Kevin Hershberger~~Almog Adar
		~~Name: Kevin Hershberger~~ Almog Adar
		~~Title: Chief Financial Officer~~ Director of Finance and
		Corporate Financial Controller
		(Principal Financial ~~Officer~~ and Principal Accounting Officer)



	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

	Number			Average exercise price		Average remaining contractual life (in years)		Aggregate intrinsic value (in thousands)
Options outstanding as of December 31, 2021		61,832		$	38.34		4.55	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		(17,838	)		31.13		-		-
Options outstanding as of June 30, 2022		43,994		$	41.27		4.89	$	-

Options exercisable as of June 30, 2022		41,638		$	43.28		4.79	$	-



	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 of shares underlying outstanding RSUs			Weighted average grant date fair value
Unvested RSUs as of January 1, 2022		1,356,284		$	1.61
Granted		97,735			1.14
Vested		(198,145	)		1.99
Forfeited		(210,641	)		1.53
Unvested RSUs as of June 30, 2022		1,045,233		$	1.51



	September 30,		December 31,
	2017		2016
ASSETS

CURRENT ASSETS

Cash and cash equivalents	$	12,928	$	23,678
Trade receivable, net	1,265		1,254
Prepaid expenses and other current assets	1,703		1,291
Inventory	3,500		3,264
Total current assets	19,396		29,487

LONG-TERM ASSETS

Other long term assets	1,182		1,018
Property and equipment, net	906		1,258
Total long-term assets	2,088		2,276

Total assets	$	21,484	$	31,763



	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



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


~~(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.



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