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 30, ~~2017~~2023

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



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

For the transition period from _____ to ______

Commission File Number: 001-36612

ReWalk Robotics Ltd.

(Exact name of registrant as specified in charter)



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

3 Hatnufa Street, Floor 6, Yokneam Ilit, Israel		2069203
(Address of principal executive offices)		(Zip Code)
+972.4.959.0123 Registrant's telephone number, including area code Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act

Title of each class		Trading Symbol		Name of each exchange on which registered
Ordinary shares, par value NIS 0.25		RWLK		Nasdaq Capital Market

~~+972.4.959.0123~~

~~Registrant's telephone number, including area code~~

~~Not Applicable~~

~~(Former name, former address and former fiscal year, if changed since last report)~~

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

Yes x☒ No o☐

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

Yes x☒ No o☐

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



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

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

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

Yes o☐ No x☒

As o~~f October 31, 2017~~of November 14, 2023, the ~~Registrant~~registrant had outstanding ~~22,066,352~~ 60,024,643 ordinary shares, par value NIS ~~0.01~~0.25 per share.

REWALK ROBOTICS LTD.

FORM 10-Q

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

TABLE OF CONTENTS



		Page No.
GENERAL AND WHERE YOU CAN FIND MORE INFORMATION		2
PART I	FINANCIAL INFORMATION	34
ITEM 1.	FINANCIAL STATEMENTS ~~(unaudited)~~	34
	CONDENSED CONSOLIDATED BALANCE SHEETS - SEPTEMBER 30, ~~2017~~2023 (unaudited) AND DECEMBER 31, ~~2016~~2022	3 4
	CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS- THREE AND~~OPERATIONS - NINE MONTHS ENDED SEPTEMBER 30, ~~2017~~2023 AND ~~2016~~2022 (unaudited)	5 6
	CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - SEPTEMBER 30, ~~2017~~2023 AND ~~DECEMBER 31, 2016~~2022 (unaudited)	67
	CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - NINE MONTHS ENDED SEPTEMBER 30, ~~2017~~2023 AND ~~2016~~2022 (unaudited)	78
	NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)	89
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	23 29
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	35 39
ITEM 4.	CONTROLS AND PROCEDURES	35 39
PART II	OTHER INFORMATION	37 40
ITEM 1.	LEGAL PROCEEDINGS	37 40
ITEM 1A.	RISK FACTORS	37 40
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	42
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	43 42
ITEM 4.	MINE SAFETY DISCLOSURES	43 42
ITEM 5.	OTHER INFORMATION	43 42
ITEM 6.	EXHIBITS	44 43
SIGNATURES		45 44

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

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

Special Note Regarding Forward-Looking Statements

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

•	our expectations regarding future growth, including our ability to increase sales in our existing geographic markets and expand to new markets;

•	our ability to maintain and grow our reputation and the market acceptance of our products;
•	our ability to achieve reimbursement from third-party payors or advance Centers for Medicare & Medicaid Services (“CMS”) coverage for our products, including our ability to successfully submit cases for Medicare coverage through Medicare Administrative Contractors;
•	our ability to regain and maintain compliance with the continued requirements of the Nasdaq Capital Market and the risk that our ordinary shares will be delisted if we do not comply with such requirements;
•	our ability to, successfully integrate the operations of AGI, Inc. (“AGI”) into our organization, and realize the anticipated benefits therefrom;
•	our ability to have sufficient funds to meet certain future capital requirements, which could impair our efforts to develop and commercialize existing and new products;
•	our limited operating history and our ability to leverage our sales, marketing and training infrastructure;
•	our ability to grow our business through acquisitions of businesses, products or technologies, and the failure to manage acquisitions, or the failure to integrate them with our existing business, which could have a material adverse effect on our business, financial condition, and operating results;
•	our expectations as to our clinical research program and clinical results;
•	our ability to obtain certain components of our products from third-party suppliers and our continued access to our product manufacturers;
•	our ability to improve our products and develop new products;
•	our compliance with medical device reporting regulations to report adverse events involving our products, which could result in voluntary corrective actions or enforcement actions such as mandatory recalls, and the potential impact of such adverse events on our ability to market and sell our products;
•	our ability to gain and maintain regulatory approvals and to comply with any post-marketing requests
•	the risk of a cybersecurity attack or breach of our information technology systems significantly disrupting our business operations;

•	our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others;
•	the impact of substantial sales of our shares by certain shareholders on the market price of our ordinary shares;
•	our ability to use effectively the proceeds of our offerings of securities;
•	the impact of the market price of our ordinary shares on the determination of whether we are a passive foreign investment company;
•	the adverse effect that the recent COVID-19 pandemic has had and continues to have on our business and results of operations;
•	market and other conditions, including the extent to which inflation or global instability may disrupt our business operations or our financial condition or the financial condition of our customers and suppliers, including the outbreak of war between Israel and Hamas and the ongoing tension between China and Taiwan; and
•	other factors discussed in the “Risk Factors” section of our 2022 annual report on Form 10-K and in our subsequent reports filed with the SEC.

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

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

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

~~Table of Contents~~3

PART I - FINANCIAL INFORMATION

ITEM 1.1. FINANCIAL STATEMENTS

REWALK ROBOTICS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

~~(Unaudited)~~

(In thousands, except share and per share data)


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

CURRENT ASSETS

Cash and cash equivalents	$	12,928	$	23,678	$	32,590	$	67,896
Trade receivable, net	1,265		1,254
Trade receivable, net (Net from credit losses of $352 and $26 as of September 30, 2023 and December 31, 2022, respectively)						3,529		1,036
Prepaid expenses and other current assets	1,703		1,291			2,254		649
Inventory	3,500		3,264
Inventories						6,043		2,929
Total current assets	19,396		29,487			44,416		72,510

LONG-TERM ASSETS

Other long term assets	1,182		1,018
Restricted cash and other long-term assets						772		694
Operating lease right-of-use assets						2,077		836
Property and equipment, net	906		1,258			1,047		196
Intangible assets						13,369		-
Goodwill						7,538		-
Total long-term assets	2,088		2,276			24,803		1,726

Total assets	$	21,484	$	31,763	$	69,219	$	74,236

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

~~Table of Contents~~

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED BALANCE SHEETS~~

~~(Unaudited)~~

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

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

LONG-TERM LIABILITIES

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

Total liabilities 20,144
23,503

COMMITMENTS AND CONTINGENT LIABILITIES

Shareholders’ equity:

Share capital

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

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

~~Table of Contents~~

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

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

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

Gross profit 708
290
2,498
868

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

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

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

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

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

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

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

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

~~Table of Contents~~

;

REWALK ROBOTICS LTD. AND SUBSIDIARIES

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

~~(Unaudited)~~

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data)

	September 30,			December 31,
	2023			2022
	(unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Current maturities of operating leases liability	$	1,245		$	564
Trade payables		5,658			1,950
Employees and payroll accruals		1,701			1,282
Deferred revenues		1,611			301
Earnout liability		1,906			-
Other current liabilities		693			685
Total current liabilities		12,814			4,782

LONG-TERM LIABILITIES
Earnout liability		1,741			-
Deferred revenues		1,645			890
Non-current operating leases liability		856			333
Other long-term liabilities		387			66
Total long-term liabilities		4,629			1,289

Total liabilities		17,443			6,071

COMMITMENTS AND CONTINGENT LIABILITIES
Shareholders’ equity:

Share capital
Ordinary share of NIS 0.25 par value-Authorized: 120,000,000 shares at September 30, 2023 (unaudited) and December 31, 2022; Issued: 64,047,124 and 63,023,506 shares at September 30, 2023 (unaudited) and December 31, 2022, respectively; Outstanding: 60,024,517 and 60,090,298 shares as of September 30, 2023 (unaudited) and December 31, 2022 respectively		4,481			4,489
Additional paid-in capital		280,742			279,857
Treasury Shares at cost, 4,022,607 and 2,933,208 ordinary shares at September 30, 2023 and December 31, 2022 respectively		(3,203	)		(2,431	)
Accumulated deficit		(230,244	)		(213,750	)
Total shareholders’ equity		51,776			68,165
Total liabilities and shareholders’ equity	$	69,219		$	74,236

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~~

REWALK ROBOTICS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

~~(In thousands)~~

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenues	$	4,403		$	886		$	6,970		$	3,332
Cost of revenues		3,540			665			4,960			2,100

Gross profit		863			221			2,010			1,232

Operating expenses:
Research and development, net		1,262			1,065			2,830			2,928
Sales and marketing		4,088			2,588			9,076			7,119
General and administrative		3,455			2,001			7,579			5,282

Total operating expenses		8,805			5,654			19,485			15,329

Operating loss		(7,942	)		(5,433	)		(17,475	)		(14,097	)
Financial (expenses) income, net		411			(1	)		1,047			(69	)

Loss before income taxes		(7,531	)		(5,434	)		(16,428	)		(14,166	)
Taxes on income		-			26			66			90

Net loss	$	(7,531	)	$	(5,460	)	$	(16,494	)	$	(14,256	)

Net loss per ordinary share, basic and diluted	$	(0.13	)	$	(0.09	)	$	(0.28	)	$	(0.23	)

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted		59,798,413			62,793,847			59,509,781			62,611,580

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

~~(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

(In thousands, except share data)

(Unaudited)

	Ordinary Shares						Additional paid-in			Treasury			Accumulated			Total shareholders’
	Number			Amount			capital			Shares			deficit			equity
Balance as of June 30, 2022		62,678,308			4,675			279,215			-			(202,977	)		80,913
Share-based compensation to employees and non-employees		-			-			320			-			-			320
Issuance of ordinary shares upon vesting of employees and non-employees RSUs		223,637			16			(16	)		-			-			-
Treasury Shares at cost		(184,629	)		(13	)		-			(170	)					(183	)
Net loss		-			-			-			-			(5,460	)		(5,460	)
Balance as of September 30, 2022		62,717,316			4,678			279,519			(170	)		(208,437	)		75,590

Balance as of June 30, 2023		59,346,139			4,435			280,455			(3,203	)		(222,713	)		58,974
Share-based compensation to employees and non-employees		-			-			333			-			-			333
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees		678,378			46			(46	)		-			-			-
Net loss		-			-			-			-			(7,531	)		(7,531	)
Balance as of September 30, 2023		60,024,517			4,481			280,742			(3,203	)		(230,244	)		51,776

	Ordinary Shares						Additional paid-in			Treasury			Accumulated			Total shareholders’
	Number			Amount			capital			Shares			deficit			equity
Balance as of December 31, 2021		62,480,163			4,661			278,903			-			(194,181	)		89,383
Share-based compensation to employees and non-employees		-			-			646			-			-			646
Issuance of ordinary shares upon vesting of employees and non-employees RSUs		421,782			30			(30	)		-			-			-
Treasury Shares at cost		(184,629	)		(13	)		-			(170	)		-			(183	)
Net loss		-			-			-			-			(14,256	)		(14,256	)
Balance as of September 30, 2022		62,717,316			4,678			279,519			(170	)		(208,437	)		75,590

Balance as of December 31, 2022		60,090,298			4,489			279,857			(2,431	)		(213,750	)		68,165
Share-based compensation to employees and non-employees		-			-			955			-			-			955
Issuance of ordinary shares upon vesting of RSUs by employees and non-employees		1,023,618			70			(70	)		-			-			-
Treasury shares at cost		(1,089,399	)		(78	)		-			(772	)		-			(850	)
Net loss		-			-			-			-			(16,494	)		(16,494	)
Balance as of September 30, 2023		60,024,517			4,481			280,742			(3,203	)		(230,244	)		51,776

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

REWALK ROBOTICS LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended September 30,
	2023			2022
Cash flows used in operating activities:
Net loss	$	(16,494	)	$	(14,256	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		898			161
Share-based compensation		955			646
Remeasurement of earn out liability		40			-
Deferred taxes		-			2
Interest income		(13)			-
Exchange rate fluctuations		24			182
Changes in assets and liabilities:
Trade receivables, net		(720	)		138
Prepaid expenses, operating lease right-of-use assets and other assets		(849	)		(115	)
Inventories		(480	)		(550	)
Trade payables		1,895			524
Employees and payroll accruals		(347	)		(153	)
Deferred revenues		(23	)		(5	)
Operating lease liabilities and other liabilities		(1,069	)		(552	)
Net cash used in operating activities		(16,183	)		(13,978	)

Cash flows used in investing activities:
Purchase of property and equipment		(2	)		(25	)
Acquisition of a business, net of cash acquired		(18,068	)		-
Net cash used in investing activities		(18,070	)		(25	)

Cash flows from financing activities:
Purchase of treasury shares		(992	)		(183	)
Net cash used in financing activities		(992	)		(183	)

Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash		(24	)		(182	)

Decrease in cash, cash equivalents, and restricted cash		(35,269	)		(14,368	)
Cash, cash equivalents, and restricted cash at beginning of period		68,555			89,050
Cash, cash equivalents, and restricted cash at end of period	$	33,286		$	74,682
Supplemental disclosures of non-cash flow information
Classification of other current assets to property and equipment, net	$	-		$	22
Classification of inventory to property and equipment, net	$	194		$	67
Classification of property and equipment, net to inventory	$	39		$	-
ROU assets obtained from new lease liabilities	$	513		$	-
Supplemental cash flow information:
Cash and cash equivalents	$	32,590		$	74,027
Restricted cash included in other long-term assets		696			655
Total Cash, cash equivalents, and restricted cash	$	33,286		$	74,682

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

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 1:GENERAL



	a.

~~NOTE 1:- GENERAL~~


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

RRL has ~~two~~three wholly-owned (directly and indirectly) subsidiaries: (i) ReWalk Robotics, Inc., (“RRI”) incorporated under the laws of Delaware on February 15, ~~2012; and~~2012, (ii) ReWalk Robotics ~~GMBH.~~GMBH (“RRG”) incorporated under the laws of Germany on January 14, ~~2013.~~2013, and (iii) AlterG, Inc. (“AlterG” or “AGI”) incorporated in Delaware on October 21, 2004 under the name of Gravus, Inc. On June 30, 2005, the Company changed its name and re-incorporated in Delaware under the name of AlterG, Inc.

~~During~~The Company is a medical device company that is designing, developing, and commercializing innovative technologies that enable mobility and wellness in rehabilitation and daily life for individuals with physical and neurological conditions. The Company’s initial product offerings were the ~~nine months ended September 30, 2017,~~ReWalk Personal and ReWalk Rehabilitation Exoskeleton devices for individuals with spinal cord injury (collectively, the ~~Company issued~~“SCI Products”). These devices are robotic exoskeletons that are designed for individuals with paraplegia that use our patented tilt-sensor technology and ~~sold 5,379,908 ordinary shares~~an on-board computer and motion sensors to drive motorized legs that power movement. These SCI Products allow individuals with spinal cord injury the ability to stand and walk again during everyday activities at 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 expenseshome or in the ~~amount of $439 thousand were $9.0 million.~~ community.

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

On August 11, 2023, pursuant to an Agreement and Plan of Merger among RRI, AGI, Atlas Merger Sub, Inc., a wholly owned subsidiary of RRI (“Merger Sub”), and Shareholder Representative Services LLC, date August 8, 2023, RRI acquired AGI and AGI became a wholly owned subsidiary of the Company.

For accounting purposes, RRI was considered the acquirer and AGI was considered the acquiree. The acquisition was accounted for using the acquisition method of accounting. See Note 5 for additional information.

The Company made its first acquisition to supplement its internal growth when it acquired AGI, a leading provider of AlterG Anti-Gravity systems for use in physical and neurological rehabilitation. The Company paid a cash purchase price of $19.0 million at closing and additional cash earnouts may be paid based upon a percentage of AlterG’s year-over-year revenue growth over the two years following the closing. The AlterG systems use patented, NASA-derived Differential Air Pressure (“DAP”) technology to reduce the effects of gravity and allow people to rehabilitate with finely calibrated support and reduced pain. The Company will continue to evaluate other products for distribution or acquisition that can broaden its product offerings further to help individuals with physical and neurological injury and disability.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company markets and sells its products directly to institutions and individuals and through third-party distributors. The Company sells its products directly primarily in the United States, through a combination (depending on the product line) of direct sales and distributors in Germany, Canada, and Australia, and primarily through distributors in other markets. In its direct markets, the Company has established relationships with clinics and rehabilitation centers, professional and college sports teams, and individuals and organizations in the spinal cord injury community, and in its indirect markets, the Company’s distributors maintain these relationships. RRI and AGI market and sell products mainly in the United States. RRG markets and sells the Company’s products mainly in Germany and Europe.

As ~~a result, from the inception of the ATM Offering Program in May 2016 until September 30, 2017, the Company has issued and sold 6,071,970~~ordinary 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 issued~~and settled under the Company’s ATM Offering Program since February 17, 2017, as~~ of September 30, ~~2017,~~2023, the Company ~~may issue up to $4.3~~incurred a consolidated net loss of $16.5 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~~$230.2 million. The Company’s cash and cash equivalents as of September 30, ~~2017~~2023 totaled $32.6 million and ~~further losses are anticipated in~~ the ~~development~~Company’s negative operating cash flow for the nine months ended September 30, 2023 was $16.2 million. The Company has sufficient funds to support its operations for more than 12 months following the issuance date of its ~~business. Those factors raise substantial doubt about~~unaudited condensed consolidated financial statements for the Company’s ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they become due.nine months ended September 30, 2023.

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

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

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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

NOTE 2:- UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

~~NOTE 3:- SIGNIFICANT ACCOUNTING POLICIES~~

~~The significant accounting policies applied~~2022 (the “2022 Form 10-K”). There have been no changes in the significant accounting policies from those that were disclosed in the ~~audited~~ consolidated financial statements of the Company as disclosed in the Company's annual report on Form 10-K for the year ended December 31, 2016 filed with the SEC on February 17, 2017, as amended on Form 10-K/A filed with the SEC on April 27, 2017 (the “2016 Form 10-K”), are applied consistently in these unaudited interim condensed consolidated financial statements.


b.	~~Recent Accounting Pronouncements:~~

~~Recently Implemented Accounting Pronouncements~~

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

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

~~Recent Accounting Pronouncements Not Yet Adopted~~

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

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 3:SIGNIFICANT ACCOUNTING POLICIES

	a.	Business Combinations

The Company accounts for business combinations in accordance with ASC 805, “Business Combinations”. For business combinations accounted for under the acquisition method, ASC 805 requires recognition of assets acquired, liabilities assumed, and any non-controlling interest at the acquisition date, measured at their fair values as of that date. The Company determines the recognition of intangible assets based on the following criteria: (i) the intangible asset arises from contractual or other rights; or (ii) the intangible asset is separable or divisible from the acquired entity and capable of being sold, transferred, licensed, returned or exchanged.

The excess of the fair value of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill. Determining the fair value of the identifiable assets and liabilities requires management to use significant judgment and estimates including the forecasted revenue and revenues growth rates, discount rates, customer contract renewal rates and customer attrition rates. The process of estimating the fair values requires significant estimates, especially with respect to intangible assets. Management’s determination of fair value of assets acquired and liabilities assumed at the acquisition date is based on the best information available in the circumstances and incorporates management’s own assumptions and involves a significant degree of judgment.

Acquisition related costs include legal fees, consulting and success fees, and other non-recurring integration related costs. Acquisition-related costs are expensed as incurred.

Goodwill and Other Intangibles

For business combinations, the purchase prices are allocated to the tangible assets and intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition dates, with the remaining unallocated purchase prices recorded as goodwill.

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~~no indefinite-lived intangible assets other than goodwill. Acquired identifiable finite-lived intangible assets include identifiable acquired technology, customer relationships, trademarks and backlog and are amortized on a straight-line basis over the estimated useful lives of ~~significant contracts~~the assets. The Company routinely reviews the remaining estimated useful lives of finite-lived intangible assets.

Goodwill is not amortized and is tested for impairment at least annually.

The Company operates as one reporting unit and the ~~review~~fair value of the reporting unit is estimated using quoted market prices of the Company’s stock in active markets. The Company tests goodwill for impairment annually in the fourth quarter and whenever events or changes in circumstances indicate the carrying amount of goodwill may not be recoverable.

When testing goodwill for impairment, the Company may first perform a qualitative assessment. If the Company determines it is not more likely than not the reporting unit’s fair value is less than its carrying value, then no further analysis is necessary. If the Company determines that it is more likely than not that the fair value of its ~~current accounting policies~~reporting unit is less than its carrying amount, then the quantitative impairment test will be performed. The Company may elect to bypass the qualitative assessment and ~~practices~~proceed directly to ~~identify potential differences that would result from applying~~performing a quantitative analysis. Under the ~~requirements~~quantitative impairment test, if the carrying amount of the ~~new standard to the~~ Company’s ~~revenue contracts. In addition,~~reporting unit exceeds its fair value, the Company ~~is in the process~~recognizes an impairment 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 ongoodwill for 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.~~excess.

~~Statement 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.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of September 30, 2023, no impairments of goodwill have been recognized.

The Company evaluates the recoverability of long-lived assets, including property and equipment and intangible assets subject to amortization for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be fully recoverable. Such events and changes may include significant changes in performance relative to expected operating results, significant changes in asset use, significant negative industry or economic trends, and changes in the Company’s business strategy. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. There were no impairment charges to long-lived assets during the periods presented.

Fair Value Measurements

Cash and cash equivalents, restricted cash, prepaid expenses and other assets, trade payables and accrued expenses and other liabilities, are stated at their carrying value which approximates their fair value due to the short time to the expected receipt or payment.

The following tables present information about the Company’s financial assets and liabilities that are measured in fair value on a recurring basis as of September 30, 2023 and December 31, 2022 (in thousands):

		Fair value measurements as of
Description	Fair Value Hierarchy	September 30, 2023		December 31, 2022
Financial assets:

Money market funds included in cash and cash equivalent	Level 1	$	2,507	$	-
Treasury bills included in cash and cash equivalent	Level 1		2,507		-

Total Assets Measured at Fair Value		$	5,014	$	-

Financial Liabilities:
Earnout	Level 3	$	3,647	$	-

Total liabilities measured at fair value		$	3,647	$	-

The Company classifies cash equivalents within Level 1, and earnout is classified within Level 3, because the Company uses quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair values.

The earnout was valued using a Monta Carlo simulation analysis, which is considered to be a Level 3 fair value measurement.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The following table summarizes the warrants liability activity as of September 30, 2023 (in thousands):

	Earnout
Initial Measurement (August 11, 2023)	$	3,607
Change in fair value		40
Balance September 30, 2023	$	3,647

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 clinics and rehabilitation centers, professional and college sports teams, private individuals (who finance the purchases by themselves, through fundraising or reimbursement coverage from insurance companies), and distributors.

Disaggregation of Revenues (in thousands)

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Product	$	3,632	$	484	$	5,563	$	2,377
Rental		303		267		685		609
Service and warranty		468		135		722		346
Total Revenues	$	4,403	$	886	$	6,970	$	3,332

Product revenue

Revenue from Products is comprised of sale of anti-gravity products, sale of systems products to rehabilitation facilities and sale of Personal systems to end users. Revenues generated from the sale of Products are recognized at a point in time, once the customer has obtained the legal title to the items purchased.

For systems sold to rehabilitation facilities, the Company includes insignificant training and considers the elements in the arrangement to be a single performance obligation. Therefore, the Company recognizes revenue for the system and training only after delivery in accordance with the agreement's delivery terms to the customer and after the training has been completed.

For sales of Personal systems to end users, and for sales of Personal or Rehabilitation systems to third party distributors, the Company does not provide training to the end user as this training is completed by the Rehabilitation centers or by the distributor that have previously completed the ReWalk Training program. Therefore, the Company recognizes revenue in such sales upon delivery.

The Company generally does not grant a right of return for its products. In rare circumstances the Company provides a right of return for its products. In those cases, the Company records reductions to revenue for expected future product returns based on the Company’s historical experience and estimates.

During 2023, the Company offered six products: (1) ReWalk Personal, (2) ReWalk Rehabilitation, (3) ReStore, (4) MyoCycle and (5) MediTouch (6) Anti-Gravity Products. Due to unsatisfactory sales performance of the MediTouch product lines, we terminated the distribution agreement as of January 31, 2023.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

The Company also sells Distributed Products that include the MyoCycle, which uses Functional Electrical Stimulation (“FES”) technology, and MediTouch tutor movement biofeedback devices. The Company markets the Distributed Products in the United States for use at home or in clinic.

The Anti-Gravity Products are anti-gravity systems for use in physical and neurological rehabilitation and athletic training, both domestically and internationally. This transformative technology uses patented, NASA-derived Differential Air Pressure technology to reduce the effects of gravity and allow people to move in new ways with finely calibrated support and reduced pain.

Rental revenue

Rental revenue for the Anti-Gravity systems is accounted for under ASC Topic 842, Leases. The Company rents its products to customers for a fixed monthly fee over the rental term, which typically ranges from 2 to 3 years. Rental revenues are recorded as earned on a monthly basis.

The Company also offers for the SCI Products a rent-to-purchase model in which the Company recognizes revenue ratably according to the agreed rental monthly fee for a limited period prior to selling its products.

Service and warranties

The Company services its products after expiration of the initial warranty. Service revenue, consisting of time and materials to perform the repairs, is recorded as services are rendered which corresponds with the period in which the related expenses are incurred.

Warranties are classified as either an assurance type or a service type warranty. A warranty is considered an assurance type warranty if it provides the customer with assurance that the product will function as intended for a limited period of time. An assurance type warranty is not accounted for as a separate performance obligation under the revenue model.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

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

The Distributed Products are sold with assurance type warranty ranging from between one year to ten years, depending on the specific product and part.

For Anti-Gravity Products, the Company offers customers extended warranty contracts that extend or enhance the technical support, parts, and labor coverage offered as part of the base warranty included with the anti- gravity system products. Extended warranty revenue is recognized ratably over the extended warranty coverage period. The Company offers a one-year assurance type warranty to customers in the U.S. and two years assurance type warranty for spare parts only to its international distributors.

Contract balances (in thousands)

	September 30,		December 31,
	2023		2022
Trade receivable, net of credit losses (1)	$	3,529	$	1,036
Deferred revenues (1) (2)	$	3,256	$	1,191

(1)

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

(2)

During the nine months ended September 30, 2023, $290 thousand of the December 31, 2022 deferred revenues balance was recognized as revenues.

Deferred revenue is composed primarily of unearned revenue related to service type warranty obligations, multi-year services contracts, as well as other advances and payments which the Company received from customers prior to satisfying the performance obligation, for which revenue has not yet been recognized.

The Company’s unearned performance obligations as of September 30, 2023 and the estimated revenue expected to be recognized in the future related to the service type warranty amounts to $3.2 million, which will be fulfilled over one to five years.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

	e.	Concentrations of Credit Risks: The below table reflects the concentration of credit risk for the Company’s current customers as of September 30, 2023, to which substantial sales were made:

	September 30,			December 31,
	2023			2022
Customer A		*	)		27	%
Customer B		*	)		13	%
Customer C		-			13	%
Customer D		-			11	%


		*) Less than 10%

The allowance for credit losses is based on the Company’s assessment of the collectability of accounts. The Company regularly assessed collectability based on a combination of factors, including an assessment of the current customer’s aging balance, the nature and size of the customer, the financial condition of the customer, and future expected economic conditions. Trade receivables deemed uncollectable are charged against the allowance for credit losses when identified. As of September 30, 2023, and December 31, 2022, trade receivables are presented net of allowance for credit losses in the amount of $352 thousand and $26 thousand, respectively.

~~Share Based Compensation~~ - On May 10, 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Topic 718), Scope of Modification Accounting.” This ASU clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Entities will apply the modification accounting guidance if the value, vesting conditions or classification of the award changes. They will have to make all of the disclosures about modifications that are required today, in addition to disclosing that compensation expense has not changed, to the extent applicable. The ASU also clarifies that a modification to an award could be significant and therefore require disclosure, even if modification accounting is not required. ASU No. 2017-09 will be effective for fiscal years beginning after December 15, 2017. Early adoption is permitted, including in any interim period for which financial statements have not yet been issued or made available for issuance. The ASU will be applied prospectively 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.


c. f.	~~Concentrations of Credit Risks:~~ Warranty provision

~~Concentration of credit risk with respect to trade receivable is primarily limited to a customer to which~~

For assurance-type warranty, the Company makes substantial sales. One customer represented 12.7% and 0% of the Company's trade receivable, net balance as of September 30, 2017 and December 31, 2016, respectively. A second customer represented 12.3% and 4.9% of the Company's 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 thousand and $333 thousand, respectively and net of sales return reserve of $105 thousand as of September 30, 2017 and December 31, 2016.


d.	~~Warranty provision~~

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

	US Dollars in thousands
Balance at December 31, 2022	$	92
AGI acquisition – see note 5		535
Provision		271
Usage		(285	)
Balance at September 30, 2023	$	613

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

Basic and diluted net loss per ordinary share:

Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of ordinary shares and warrants outstanding would have been anti-dilutive.

For the nine months ended September 30, 2023 and 2022, the total number of ordinary shares related to the outstanding warrants and share option plans aggregated to 19,463,658 and 19,464,888, respectively, was excluded from the calculations of diluted loss per ordinary share since it would have an anti-dilutive effect.

~~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)

	h.	New Accounting Pronouncements

Recently Implemented Accounting Pronouncements

Financial Instruments

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

NOTE 4:INVENTORIES

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

	September 30,		December 31,
	2023		2022
Finished products	$	3,805	$	2,421
Raw materials		2,238		508
	$	6,043	$	2,929

NOTE 5:- BUSINESS COMBINATION

On August 11, 2023, pursuant to an Agreement and Plan of Merger among RRI, AGI, Merger Sub, and Shareholder Representative Services LLC, RRI, August 8, 2023, the Company acquired AGI and AGI became a wholly owned subsidiary of the Company. AGI develops, manufactures, and markets anti-gravity systems for use in physical and neurological rehabilitation and athletic training, both in the United States and internationally. The aggregate purchase price was a total of $19.0 million in cash, subject to working capital and other customary purchase price adjustments. Additional cash earnouts (in an anticipated amount of approximately $4.0 million in the aggregate) may be paid based upon a percentage of AGI’s year-over-year future revenue growth over the next two years subject to working capital and other customary purchase price adjustments.

The total consideration transferred is as follows (in thousands):

Cash	$	18,493
Earnout payments	$	3,607
Total consideration	$	22,100

Earnout payments

The Company will pay an amount of cash equal to 65% of the amount, if any, by which AGI revenue attributable to the first 12 months period exceeds revenue target ("first earnout payment"), and an amount in cash equal to 65% of the amount, if any, by which AGI revenue attributable to the following 12 months period exceeds the revenue from the first 12 month period ("second earnout payment"). At the date of acquisition, management estimated fair value of the earnout payment based on the actual up to date performance of the acquired entity and the probability of the earn out payment occurrence to be at approximately $3.6 million. The Earn-out was accounted for as a liability and will be remeasured at each reporting period through consolidated statement of operations.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

The Company has accounted for the AGI acquisition as a business combination. The Company has preliminarily allocated the purchase price of approximately $22.1 million fair values, and the excess of the purchase price over the aggregate fair values is recorded as goodwill.

The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the acquisition date (in thousands):

Cash and cash equivalent	$	478
Restricted cash		51
Accounts receivable		1,773
Inventory		3,330
Prepaid expenses and other current assets		470
Right of use asset		1,151
Property and equipment, net		827
Other non-current assets		30
Goodwill		7,538
Intangible assets		14,133
Accounts payable		(2,082	)
Accrued compensation		(766	)
Other accrued liabilities		(1,059	)
Deferred revenue		(2,088	)
Warranty Obligations		(535	)
Leases Liability		(1,151	)
Total purchase consideration	$	22,100

The following table presents the details of the intangible assets acquired at the date of AGI acquisition (in thousands):

	Estimated Fair Value		Estimated Useful Life (Years)
Trademark	$	795		3
Technology		6,161		4
Customer relationship - Warranty		201		2
Customer relationship - Rental		2,102		4
Customer relationship - Distribution		4,578		5
Backlog		296		1

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Under the preliminary purchase price allocation, the Company allocates the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their fair values. The fair values for the intangible assets acquired were primarily based on significant inputs that are not observable in the market and thus represent a Level 3 measurement in the fair value hierarchy. Customer relationships, distributor relationships, backlog, trademark and developed technology were valued using the income approach, based on estimated projections of expected cash flows to be generated by the assets, discounted to the present value at discount rates commensurate with perceived risk. The discounted cash flow analyses factor in assumptions on revenue and expense growth rates including estimates of customer growth and attrition rates, distributor growth and attrition rates, technology obsolescence, and relief from royalty projections. Additionally, these discounted cash flow analyses factor in expected amounts of working capital, fixed assets, assembled workforce and cost of capital for each intangible asset. Such estimates are subject to change during the measurement period which is not expected to exceed one year. Any adjustments to the preliminary purchase price allocation identified during the measurement period will be recognized in the period in which the adjustments are determined.

The Company incurred acquisition-related costs of $2.5 million included in General and administrative costs.

The table below presents the pro forma revenue and earnings of the combined business as if the acquisition had occurred as of January 1, 2022 (in thousands):

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenues	$	5,920		$	6,403		$	18,041		$	18,146
Net loss	$	(6,422	)	$	(5,785	)	$	(16,042	)	$	(20,729	)

The total revenues and net income of AGI, included in the consolidated income statement, since the acquisition date and for the nine and three months ended September 30, 2023, amounted to 2,941 thousand and 154 thousand, respectively.

The pro forma information was determined based on the historical results of the Company and unaudited financial results of AGI. These proforma results reflect additional depreciation and amortization that would have been charged assuming the fair value adjustments to property, plant, and equipment and intangible asset occurred at the beginning of the period, along with consequential tax effects. The unaudited pro forma results have been prepared for comparative purposes only and are not necessarily indicative of what would have occurred had the business combinations been completed on January 1, 2022, nor it is necessarily indicative of future results of operations of the combined company. Furthermore, the unaudited pro forma financial information does not reflect the impact of any synergies resulting from the acquisition.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

NOTE 6:GOODWILL AND OTHER INTANGIBLE ASSETS, NET

The Company has $7.5 million of goodwill related to its purchase of AGI in the third quarter of fiscal year 2023, which has an indefinite life, and is not deductible for tax purposes.

As of September 30, 2023, the components of, and changes in, the carrying amount of intangible assets, net, were as follows (in thousands):

			September 30, 2023
	Cost		Accumulated Amortization			Intangible Assets, Net
Trademark		795		(37	)		758
Technology		6,161		(215	)		5,946
Customer relationship - Warranty		201		(14	)		187
Customer relationship - Rental		2,102		(74	)		2,028
Customer relationship - Distribution		4,578		(128	)		4,450
Backlog		296		(296	)		-
Total Amortized Intangible Assets		14,133		(764	)		13,369

The estimated amortization expense is shown below (in thousands):

Fiscal 2023 (period remaining)	$	844
Fiscal 2024		3,347
Fiscal 2025		3,307
Fiscal 2026		3,143
Fiscal 2027		2,172
Fiscal 2028		556
Total		13,369

NOTE 7:COMMITMENTS AND CONTINGENT LIABILITIES


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 30, ~~2017,~~2023, non-cancelable outstanding obligations amounted to approximately ~~$806 thousand.~~$2.2 million.


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

(i)

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

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(ii)

RRL and RRG lease cars for their employees under cancelable operating lease agreements expiring at various dates between 2023 and 2026. A subset of the Company’s car leases is considered variable. The variable lease payments for such cars leases are based on actual mileage incurred at the stated contractual rate. RRL and RRG have an option to be released from these agreements, which may result in penalties in a maximum amount of approximately $26 thousand as of September 30, 2023.

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

2023	$	328
2024		1,312
2025		638
2026		4
Total lease payments		2,282
Less: imputed interest		(181	)
Present value of future lease payments		2,101
Less: current maturities of operating leases		(1,245	)
Non-current operating leases	$	856
Weighted-average remaining lease term (in years)		1.9
Weighted-average discount rate		9.18

Lease expense under the Company’s operating leases was $269 thousand and $175 thousand for the three months ended September 30, 2023, and 2022, respectively. For the nine months ended September 30, 2023, and 2022, the lease expense was $657 thousand and $538 thousand, respectively.

Royalties

The Company’s research and development efforts are financed, in part, through funding from the Israel Innovation Authority ~~(the “IIA”~~(“IIA”) ~~(formerly known as the Israeli Office of the Chief Scientist in the Israel Ministry of Economy)~~. ~~During the nine months ended September 30, 2017 the Company received $828 thousand from the IIA to fund its research and development efforts.~~ Since the Company’s inception through September 30, ~~2017,~~2023, the Company received funding from the IIA in the total amount of ~~$1.6~~$2.4 million. Out of the ~~$1.6~~$2.4 million in funding from the IIA, a total amount of ~~$1.2~~$1.6 million were ~~royalty bearing~~royalty-bearing grants, ~~(as of September 30, 2017, the Company paid royalties to the IIA in the total amount of $50 thousand), while a total amount of~~ $400 thousand was received in consideration of ~~5,237~~209 convertible preferred A shares, which converted after ~~our~~the Company’s initial public offering in September 2014 into ordinary shares in a conversion ratio of 1 to 1.1, while $450 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.

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

There were no royalty payments for the three and nine months ended September 30, 2023 and $3 thousand for the three months ended September 30, 2022. For the nine months ended September 30, 2022, the royalty expenses were $7 thousand.

As of September 30, 2023, the contingent liability to the IIA amounted to ~~$1.1~~$1.6 million. The Israeli Research and Development Law provides that know-how developed under an approved research and development program may not be transferred to third parties without the approval of the IIA.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Such approval is not required for the sale or export of any products resulting from such research or development. The IIA, under special circumstances, may approve the transfer of IIA-funded know-how outside Israel, in the following cases:

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

Additionally, the License Agreement requires the Company to pay Harvard royalties on net sales, see Note 8 below for more information about the Collaboration Agreement and the License Agreement.

AGI earns royalties under a license agreement with a third party and are recognized as earned. Royalty revenues totaled $31 thousand for the period ended September 30, 2023.



	d.

Liens:


c.	~~Liens:~~

As ~~discussed in Note 6 to our audited consolidated financial statements included in~~part of the Company's annual report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on February 17, 2017, as amended on Form 10-K/A filed with the SEC on April 27, 2017 (the “2016 Form 10-K”), the Company is party to the Loan Agreement with Kreos pursuant to which Kreos extended a $20 million line of credit to the Company. In connection with the Loan Agreement, the Company granted Kreos a first priority security interest over all of its assets, including intellectual property and equity interests in its subsidiaries, subject to certain permitted security interests.

~~The Company's~~Company’s other long-term assets ~~which were in the~~and restricted cash, an amount of ~~$850~~$696 thousand ~~as of September 30, 2017, have~~has been pledged as security in respect of a guarantee granted to a third ~~party~~.party. Such deposit cannot be pledged to others or withdrawn without the consent of such third party.


d.e.	Legal Claims:

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

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

~~Dismissed Actions:~~

◦

On September 20, November 3, November 9, and November 10, 2016, respectively, four putative class actions on behalf of alleged shareholders that purchased or acquired the Company's ordinary shares pursuant and/or traceable to the registration statement used in connection with the Company's IPO were commenced in the Superior Court of the State of California, County of San Mateo. The actions were filed against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO. We refer to these actions as the “California State Court Actions.” The complaints in the California State Court Actions asserted various claims under the Securities Act. Each of the California State Court Actions was dismissed for lack of personal jurisdiction in January 2017.

◦

On January 24, 2017, a substantially similar class action was commenced in the United States District Court for the Northern District of California (Case No. 4:17-cv-362) against the same defendants as in the California State Court Actions plus certain additional defendants. This action is referred to as the “California Federal Court Action.” On March 23, 2017, this case was voluntarily dismissed.

~~Pending Actions:~~

◦

On or about October 31, 2016, a class action with claims substantially similar to the California State Court Actions was commenced in the Massachusetts Superior Court, Suffolk County, by a different plaintiff (Civ. Action No. 16-3336), alleging claims under Section 11 of the Securities Act against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO, and alleging claims under Section 15 of the Securities Act against the Company and certain of the Company's current and former directors and officers.

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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

◦

On or about November 30, 2016, a substantially similar class action was commenced in the Massachusetts Superior Court, Suffolk County, by a different plaintiff (Civ. Action No. 16-3670) alleging claims under Sections 11 and 15 of the Securities Act against the same defendants as in the action commenced on October 31, 2016, and also alleging claims under Section 12(a)(2) of the Securities Act against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO. This action was ordered consolidated in the Massachusetts Superior Court, Suffolk County on January 9, 2017 with the action commenced on October 31, 2016, and the two actions are referred to as the “Consolidated Massachusetts State Court Actions”. The plaintiffs in the Consolidated Massachusetts State Court Actions filed a consolidated amended complaint on March 20, 2017. The Company moved to dismiss the Consolidated Massachusetts State Court Actions on June 2, 2017. ~~For more information, see Note 11~~.

◦

On or about January 31, 2017, a substantially similar class action was commenced in the United States District Court for the District of Massachusetts (Case No. 1:17-cv-10169) by four of the same plaintiffs who commenced the California State Court Actions, and two additional plaintiffs, alleging claims under Sections 11 and 12(a)(2) of the Securities Act against the Company, certain of the Company's current and former directors and officers, and the underwriters of the Company's IPO, and alleging claims under Section 15 of the Securities Act against certain of the Company's current and former directors and officers. This action is referred to as the “Massachusetts Federal Court Action.” On July 6, 2017, the Company moved to stay the Massachusetts Federal Court Action. The plaintiffs in the Massachusetts Federal Court Action filed a consolidated amended complaint on August 9, 2017. ~~For more information, see Note 11.~~

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

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

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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

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

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

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

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

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

~~NOTE 7:-~~ 8:RESEARCH COLLABORATION AGREEMENT AND LICENSE AGREEMENT

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

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

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

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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

The License Agreement ~~requires~~required the Company to pay Harvard an upfront fee, reimbursements for expenses that Harvard incurred in connection with the licensed patents, royalties on net sales and several milestone payments contingent upon the achievement of certain product development and commercialization milestones. The Harvard License Agreement will continue in full force and effect until the expiration of the last-to-expire valid claim of the licensed patents.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

As of September 30, ~~2017,~~2023, the Company ~~did not achieve any~~achieved three of ~~these~~the milestones ~~and is evaluating~~which represent all development milestones under the License Agreement. The Company continues to evaluate the likelihood that the other milestones will be achieved on a quarterly basis. ~~Moreover, since such royalties are dependent on future product sales which are neither determinable nor reasonably estimable, these royalty payments are not recorded on~~ ~~the Company's~~ ~~condensed consolidated balance sheet as of September 30, 2017.~~

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

The Company has recorded expenses in the amount of ~~$465~~$7 thousand and ~~$267~~$26 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 September 30, 2023, and 2022, respectively. For the nine months ended September 30, 2023, and 2022, the expenses were $28 thousand and $60 thousand, respectively. No withholding tax was deducted from the Company’s payments to Harvard in respect of the Collaboration Agreement and the License Agreement since this is not taxable income in Israel in accordance with Section 170 of the Israel Income Tax Ordinance 1961-5721.

NOTE ~~8:-~~ 9:SHAREHOLDERS’ EQUITY


	a.
	a.	Share option plans:

As of September 30, ~~2017,~~2023, and December 31, ~~2016,~~2022, the Company had reserved ~~602,158~~ a~~nd 380,153~~1,020,872 and 2,934,679 ordinary shares, respectively, for issuance to the Company’s and its affiliates’ respective employees, directors, officers, and consultants pursuant to equity awards granted under the Company's 2014 Incentive Compensation Plan (the “2014 Plan”).

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

~~The fair value for~~

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

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

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

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

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

	Number			Average exercise price		Average remaining contractual life (in years)		Aggregate intrinsic value (in thousands)
Options outstanding as of December 31, 2022		43,994		$	41.27		4.39	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Forfeited		(1,230	)		35.86		-		-
Options outstanding as of September 30, 2023		42,764		$	41.42		3.74	$	-

Options exercisable as of September 30, 2023		42,764		$	41.42		3.74	$	-

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

Nine Months Ended September 30, 2017
Number
Average
exercise
price

Average
remaining
contractual
life (in years) (1)

Aggregate
intrinsic
value (in
thousands)
Options and RSUs outstanding at the beginning of the period 2,251,014
$ 6.47
7.80 $ 1,740
Options granted 413,746
2.01

RSUs granted 230,484
—

Options exercised (2) (30,192 ) 1.39

RSUs vested (2) (59,450 ) —

RSUs forfeited (44,196 ) —

Options forfeited (169,008 ) 2.99

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

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


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


~~(2)~~	During the nine months period ended September 30, 2017, the aggregate number of ordinary shares that were issued pursuant to RSUs that became vested and options that were exercised on a net basis was 87,795 ordinary shares.

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

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

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

A summary of ~~options exercised for each of~~employees and non-employees RSUs activity during the nine months ended September 30, ~~2017 and~~2023 is as follows:

	Number of shares underlying outstanding RSUs			Weighted average grant date fair value
Unvested RSUs as of December 31, 2022		2,755,057		$	1.16
Granted		2,225,475			0.67
Vested		(1,023,618	)		1.14
Forfeited		(110,438	)		1.16
Unvested RSUs as of September 30, 2023		3,846,476		$	0.87

The weighted average grant date fair value of RSUs granted during the nine months ended September 30, ~~2016~~2023, and 2022 was ~~$29 thousand~~$0.87 and ~~$844 thousand~~$1.00, respectively.

As of September 30, ~~2017,~~2023, there were ~~$5.1~~$3.1 million of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the Company's ~~2012 Equity Incentive Plan and its~~ 2014 Plan. This cost is expected to be recognized over a period of approximately ~~2.1~~3.0 years.

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

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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

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

Range of exercise price	Options and RSUs outstanding as of September 30, 2023		Weighted average remaining contractual life (years) (1)		Options outstanding and exercisable as of September 30, 2023		Weighted average remaining contractual life (years) (1)
RSUs only		3,846,476		-		-		-
$5.37		12,425		5.49		12,425		5.49
$20.42 - $33.75		12,943		4.6		12,943		4.6
$37.14 - $38.75		8,090		0.23		8,090		0.23
$50 - $52.50		6,731		3.72		6,731		3.72
$182.5 - $524		2,575		2.1		2,575		2.1
		3,889,240		3.74		42,764		3.74


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

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


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

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



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

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

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



	c.	Treasury shares:

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

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

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)~~d.	~~Represents warrants~~ Warrants to purchase ordinary shares: The following table summarizes information about warrants outstanding and exercisable that were classified as equity as of September 30, 2023:

Issuance date	Warrants outstanding		Exercise price per warrant		Warrants outstanding and exercisable		Contractual term
	(number)				(number)
December 31, 2015 (1)		4,771	$	7.500		4,771	See footnote (1)
December 28, 2016 (2)		1,908	$	7.500		1,908	See footnote (1)
November 20, 2018 (3)		126,839	$	7.500		126,839	November 20, 2023
November 20, 2018 (4)		106,680	$	9.375		106,680	November 15, 2023
February 25, 2019 (5)		45,600	$	7.187		45,600	February 21, 2024
April 5, 2019 (6)		408,457	$	5.140		408,457	October 7, 2024
April 5, 2019 (7)		49,015	$	6.503		49,015	April 3, 2024
June 5, 2019, and June 6, 2019 (8)		1,464,665	$	7.500		1,464,665	June 5, 2024
June 5, 2019 (9)		87,880	$	9.375		87,880	June 5, 2024
June 12, 2019 (10)		416,667	$	6.000		416,667	December 12, 2024
June 10, 2019 (11)		50,000	$	7.500		50,000	June 10, 2024
February 10, 2020 (12)		28,400	$	1.250		28,400	February 10, 2025
February 10, 2020 (13)		105,840	$	1.563		105,840	February 10, 2025
July 6, 2020 (14)		448,698	$	1.760		448,698	January 2, 2026
July 6, 2020 (15)		296,297	$	2.278		296,297	January 2, 2026
December 8, 2020 (16)		586,760	$	1.340		586,760	June 8, 2026
December 8, 2020 (17)		108,806	$	1.792		108,806	June 8, 2026
February 26, 2021 (18)		5,460,751	$	3.600		5,460,751	August 26, 2026
February 26, 2021 (19)		655,290	$	4.578		655,290	August 26, 2026
September 29, 2021 (20)		8,006,759	$	2.000		8,006,759	March 29, 2027
September 29, 2021 (21)		960,811	$	2.544		960,811	September 27, 2026
		19,420,894				19,420,894

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

~~(2)~~

~~Represents a warrant to purchase ordinary shares at an exercise price of $9.64 per share, which was issued on~~ December 31, 2015 to Kreos Capital V (Expert) Fund Limited (“Kreos”) in connection with a loan made by Kreos to ~~us. The warrant is~~the Company and are currently exercisable (in whole or in part) until the earlier of (i) December 30, 2025 or (ii) immediately prior to the consummation of a merger, consolidation, or reorganization of usthe Company with or into, or the sale or license of all or substantially all the assets or shares of usthe Company to, any other entity or person, other than a ~~wholly-owned~~wholly owned subsidiary of ~~us,~~the Company, excluding any transaction in which ~~our~~the Company’s shareholders prior to the transaction will hold more than 50% of the voting and economic rights of the surviving entity after the transaction. None of these warrants had been exercised as of September 30, ~~2017.~~

	2023.
~~(3)~~ (2)	Represents common warrants that were issued ~~as part of our follow-on offering in November 2016.~~


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



	d.
(3)	Represents common warrants that were issued as part of the Company’s follow-on public offering in November 2018.

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

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

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

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

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

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

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

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

(12)	Represents warrants that were issued to certain institutional purchasers in a private placement in the Company’s best efforts offering of ordinary shares in February 2020. As of September 30, 2023, 3,740,100 warrants were exercised for total consideration of $4,675,125. During the three and nine months that ended September 30, 2023, no warrants were exercised.

(13)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s February 2020 best efforts offering. As of September 30, 2023, 230,160 warrants were exercised for total consideration of $359,625. During the three and nine months that ended September 30, 2023, no warrants were exercised.

REWALK ROBOTICS LTD. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(14)	Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in July 2020. As of September, 30, 2023, 2,020,441 warrants were exercised for total consideration of $3,556,976. During the three and nine months that ended September 30, 2023, no warrants were exercised.

(15)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s July 2020 registered direct offering.

(16)	Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in December 2020. As of September 30, 2023, 3,598,072 warrants were exercised for total consideration of $4,821,416. During the three and nine months that ended September 30, 2023, no warrants were exercised.

(17)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s December 2020 private placement. As of September 30, 2023, 225,981 warrants were exercised for total consideration of $405,003. During the three and nine months that ended September 30, 2023, no warrants were exercised.

(18)	Represents warrants that were issued to certain institutional purchasers in a private placement in our private placement offering of ordinary shares in February 2021.

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

(20)	Represents warrants that were issued to certain institutional purchasers in a private placement in our registered direct offering of ordinary shares in September 2021.

(21)	Represents warrants that were issued to the placement agent as compensation for its role in the Company’s September 2021 registered direct offering.

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

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

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

	Nine Months Ended September 30,
	2023		2022
Cost of revenues	$	5	$	10
Research and development, net		112		60
Sales and marketing		270		167
General and administrative		568		409
Total	$	955	$	646

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)

NOTE 10: FINANCIAL (EXPENSES) INCOME, NET



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

On May 10, 2016, the Company entered into an equity distribution agreement (the “Equity Distribution Agreement”) with Piper Jaffray, pursuant 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 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.

~~NOTE 9:- FINANCIAL EXPENSES, NET~~

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

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)~~

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023			2022
Foreign currency transactions and other	$	17	$	(1	)	$	39		$	(50	)
Interest income		394		-			1,024			-
Bank commissions		-		-			(16	)		(19	)
	$	411	$	(1	)	$	1,047		$	(69	)

NOTE ~~10:-~~ 11:GEOGRAPHIC INFORMATION AND MAJOR CUSTOMER AND PRODUCT DATA

Summary information about geographic ~~areas~~: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 reportable segment and derives revenues from selling systems and ~~services (see Note 1 for a brief description of the Company’s business).~~services. 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 September 30,				Nine Months Ended September 30,
	2017		2016		2017		2016		2023		2022		2023		2022
Revenues based on customer’s location:
Israel	$	—	$	—	$	—	$	—
United States	801		710		4,242		2,976		$	2,497	$	395	$	4,298	$	1,193
Europe	931		404		1,996		908			1,466		488		2,201		2,023
Asia-Pacific	—		286		—		394			94		2		123		113
Rest of the world										346		1		348		3
Total revenues	$	1,732	$	1,400	$	6,238	$	4,278	$	4,403	$	886	$	6,970	$	3,332


	September 30,		December 31,		September 30,		December 31,
	2017		2016		2023		2022
Long-lived assets by geographic region (*):
Israel	$	330	$	476	$	552	$	757
United States	361		565			2,438		231
Germany	215		217			134		44
	$	906	$	1,258	$	3,124	$	1,032

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

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

	Nine Months Ended September 30,
	2023			2022
Major customer data as a percentage of total revenues:
Customer A		15.9	%		21.8	%

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

*) Less than 10%

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

~~REWALK ROBOTICS LTD. AND SUBSIDIARIES~~

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

~~NOTE 11:- SUBSEQUENT EVENTS~~


a.	~~Legal claims: class action litigation (see Note 5d)~~

As of November 1, 2017, there were three pending class action lawsuits against the Company and certain other defendants alleging claims under the Securities Act in connection with the Company’s registration statement used in its IPO, including 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 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~~

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

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

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

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

~~our expectations regarding future growth, including our ability to increase sales in our existing geographic markets expand to new markets and achieve our planned expense reductions;~~

our management’s conclusion in the notes to our unaudited condensed consolidated financial statements included in this report and to our audited consolidated financial statements for fiscal 2016, and our independent registered public accounting firm’s statement in its opinion relating to our audited consolidated financial statements for fiscal 2016, that thereWe are a ~~substantial doubts as to our ability to continue as a going concern;~~

~~our ability to maintain and grow our reputation and the market acceptance of our products;~~

~~our ability to achieve reimbursement from third-party payors for our products;~~

~~our expectations as to our clinical research program and clinical results;~~

~~our expectations as to the results of and Food and Drug Administration’s (the "FDA") potential~~

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

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

~~our ability to repay our secured indebtedness;~~

~~our ability to improve our products and develop new products;~~

~~our ability to maintain adequate protection of our intellectual property and to avoid violation of the intellectual property rights of others;~~

~~our ability to gain and maintain regulatory approvals;~~

~~our ability to secure capital from equity and debt financings in light of limitations under our Form S-3,~~

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

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

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

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

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

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

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

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

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

~~Overview~~

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

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

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

On August 11,2023, the Company made its first acquisition to supplement its internal growth when it acquired AlterG, a leading provider of anti-gravity system for use in physical and neurological rehabilitation. The Company paid cash purchase of approximately $19 million at closing and additional cash earnouts (in an anticipated amount of approximately $4 million in the aggregate) may be paid based upon a percentage of AlterG’s year-over-year revenue growth over the two years following the closing. The AlterG anti-gravity systems use patented, NASA-derived DAP technology to reduce the effects of gravity and allow people to rehabilitate with finely calibrated support and reduced pain. AlterG anti-gravity systems are utilized in over 4,000 facilities globally in more than 40 countries. We will continue to evaluate other products for distribution or acquisition that can broaden our product offerings further to help individuals with neurological injury and disability.

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

Our principal markets are primary in the ~~future.~~

~~Since obtaining CE mark clearance at~~United States and Europe with some lesser sales to Asia, the ~~end of 2012~~Middle East and ~~FDA clearance in June 2014 we have continued to increase our focus on selling the Personal device through third party payors~~South America. The Company sells its products directly primarily in the ~~U.S.~~United States, through a combination (depending on the product line) of direct sales and distributors in Germany, Canada, and Australia, and primarily through distributors in other ~~parts of~~markets. In its direct markets, the ~~world. Additionally, we~~Company has established relationships with clinics and rehabilitation centers, professional and college sports teams, and individuals and organizations in the spinal cord injury community, and its indirect markets, the Company’s distributors maintain these relationships. We have ~~received regulatory approval to sell the ReWalk deice~~offices in ~~other countries. In the future, we intend to seek approval~~Marlborough, Massachusetts, Berlin, Germany, Yokneam, Israel and Fremont, California from ~~the applicable regulatory agencies in other jurisdictions~~ where we ~~seek to market ReWalk.~~operate our business.

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

We have also been pursuing updates with the Centers for Medicare and Medicaid Services (“CMS”), to clarify the Medicare coverage category (i.e., benefit category) applicable for personal exoskeletons. In 2022, the National Spinal Cord Injury Statistical Center (“NSCISC”) reported that Medicare and Medicaid are the primary payors for approximately 56.6% of the spinal cord injury population which are at least five years post their injury date, with Medicare representing a majority of this percentage. In July 2020, following a successful submission and hearing process, a Healthcare Common Procedure Coding System (“HCPCS”) code K1007 was issued (effective October 1, 2020) for lower-limb exoskeletons, including the ReWalk Personal Exoskeleton, and which may be used for purposes of claim submission to Medicare, Medicaid, and other payors.

On November 1, 2023, CMS released the Calendar Year 2024 Home Health Prospective Payment System Final Rule, CMS-1780-F (“Final Rule”), which was adopted through the notice and comment rulemaking process. The VAFinal Rule includes a policy confirming that personal exoskeletons will be included in the Medicare brace benefit category. The Final Rule will go into effect beginning on January 1, 2024. Medicare personal exoskeleton claims with dates of service on or after January 1, 2024 that are billed using HCPCS code K1007 will be assigned to the brace benefit category. CMS reimburses items classified under the brace benefit category using a lump sum payment methodology.

On November 3, 2023, CMS included the “ReWalk Personal Prosthetic Exoskeleton System” in the agenda for the upcoming HCPCS public meeting scheduled to occur on November 29, 2023, and provided a preliminary payment determination of $94,617 for HCPCS code K1007. The preliminary payment determination was made by CMS by applying a “gap filling” process, which was used in light of CMS determining that the code describing the technology has no fee schedule pricing history and that lower extremity exoskeletons incorporate “revolutionary features” that cannot be described by or considered comparable to any other existing code or combination of codes. As part of gap-filling, CMS utilizes verifiable supplier or commercial pricing information and adjusts this pricing information according to a deflation and update factor methodology. In applying this formula to the K1007 code describing the ReWalk Personal Exoskeleton, CMS says that it relied on information about average prices from 2020 market transactions for which CMS had data.

In the agenda describing the preliminary payment determination, CMS notes that it would welcome information on updated verifiable market transactions from ReWalk, as well as any other makers of similar bilateral, lower limb exoskeletons, to “ensure that the Medicare payment amount for this code accurately reflects the full market of devices that would be classified in this code.” ReWalk will participate in the upcoming HCPCS meeting process on November 29, 2023 to provide additional information to help ensure that the final payment determination accurately reflects current pricing information related to the market of lower-limb exoskeleton devices, including the current ReWalk Personal Exoskeleton, which received FDA clearance in March 2023 and achieved Breakthrough Device Designation by the FDA for being the only commercially available exoskeleton that includes advanced technology to enable paralyzed individuals to navigate real-world environments with stairs and curbs. A final Medicare payment determination is expected from CMS in early 2024 with an April 1, 2024, effective date.

In Germany, we continue to make progress toward achieving coverage from the various government, private and worker’s compensation payors for our SCI products. In September 2017, each of German insurer BARMER GEK (“BARMER”) and national social accident insurance provider Deutsche Gesetzliche Unfallversicherung (“DGUV”), indicated that they will provide coverage to users who meet certain inclusion and exclusion criteria. In February 2018, the head office of German Statutory Health Insurance (“SHI”) Spitzenverband (“GKV”) confirmed their decision to list the ReWalk Personal Exoskeleton system in the German Medical Device Directory. This decision means that ReWalk is listed among all medical devices for compensation, which SHI providers can procure for any approved beneficiary on a case-by-case basis. During the year 2020 and 2021, we announced several new agreements with German SHIs, including TK and DAK Gesundheit, as well as the first ~~national coverage policy in~~German Private Health Insurer (“PHI”), which outline the ~~United States~~process of obtaining our devices for ~~qualifying individuals who have suffered spinal cord injury. As~~eligible insured patients. We are also currently working with several additional SHIs on securing a formal operating contract that will establish the process of ~~September 30, 2017, we had placed 16 units as part of the VA policy. We also regularly assist in litigation efforts by individuals bringing claims against national and regional insurers~~obtaining a ReWalk Personal Exoskeleton for ~~reimbursement of the ReWalk device, and have received and expect to receive revenues from settlements or judgments paid to the insured users.~~their beneficiaries within their system. Additionally, to date, several private insurers in the United States and Europe ~~have provided~~are providing reimbursement for ReWalk in certain ~~cases, and in September 2017, each of German insurer BARMER GEK ("Barmer") and national social accident insurance provider~~ ~~Deutsche Gesetzliche Unfallversicherung~~ ~~(“DGUV”), signed a confirmation and letter of agreement, respectively, regarding the provision of ReWalk systems for all qualifying beneficiaries.~~cases.

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

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

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

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

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

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

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Third Quarter ~~2017~~2023 and Subsequent Period Business Highlights

•

Closing of ReWalk’s acquisition of AlterG, Inc. (“AlterG”), which adds significant scale to the annual revenue base of ReWalk and AlterG’s innovative Anti-Gravity technology to the Company’s portfolio of rehabilitation solutions that facilitate mobility and wellness in rehabilitation and daily life.

•

Active pace of Medicare claim submission activity during Q3’23, better positioning ReWalk for reimbursement eligibility of exoskeletons by Medicare once payments are underway;

•

Significant progress advancing the 510(k) premarket notification for the next-generation ReWalk 7 toward submission by the end of 2023;

•

Subsequent to the end of Q3’23, CMS finalized the 2024 Home Health Rule which establishes the inclusion of exoskeletons in the Medicare brace benefit category, reimbursed by Medicare on a lump-sum basis, and subsequently proposed the preliminary reimbursement level for the ReWalk Personal Exoskeleton.

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.~~31

~~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.

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Revenues	$	4,403		$	886		$	6,970		$	3,332
Cost of revenues		3,540			665			4,960			2,100

Gross profit		863			221			2,010			1,232

Operating expenses:
Research and development, net		1,262			1,065			2,830			2,928
Sales and marketing		4,088			2,588			9,076			7,119
General and administrative		3,455			2,001			7,579			5,282

Total operating expenses		8,805			5,654			19,485			15,329

Operating loss		(7,942	)		(5,433	)		(17,475	)		(14,097	)
Financial (expenses) income, net		411			(1	)		1,047			(69	)

Loss before income taxes		(7,531	)		(5,434	)		(16,428	)		(14,166	)
Taxes on income		—			26			66			90

Net loss	$	(7,531	)	$	(5,460	)	$	(16,494	)	$	(14,256	)

Net loss per ordinary share, basic and diluted	$	(0.13	)	$	(0.09	)	$	(0.28	)	$	(0.23	)

Weighted average number of shares used in computing net loss per ordinary share, basic and diluted		59,798,413			62,793,847			59,509,781			62,611,580

Three Months Ended 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

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

Revenues

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	(in thousands)				(in thousands)
	2023		2022		2023		2022
Revenues	$	4,403	$	886	$	6,970	$	3,332

Revenues consist of SCI Products, AlterG anti-gravity systems, ReStore and Distributed Products.

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

Revenues increased by ~~$332 thousand, or 24%,~~$3.5 million for the three months ended September 30, ~~2017~~2023 compared to the three months ended September 30, ~~2016.~~ 2022, due to the revenue contribution of AlterG following acquisition which was $2.9 million, combined with a higher sales volume of ReWalk Personal and MyoCycle units sold in the United States.

Revenues increased by ~~$2.0~~$3.6 million ~~or 46%,~~ for the nine months ended September 30, ~~2017 compared~~2023 mainly due to the ~~nine months ended September 30, 2016. The increase in~~ revenue contribution of AlterG following acquisition which was ~~primarily due to sales mix, including~~$2.9 million, combined with higher sales ~~to the VA for use in an ongoing clinical study, reaching, as~~volume of ~~September 30, 2017, 60 units placed as part of the study since its inception~~ReWalk Personal and MyoCycle devices in the ~~fourth quarter of 2015, and an increase in the conversion of rental units into purchases.~~United States.

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

Gross Profit

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

	Three Months Ended September 30,				Nine Months Ended September 30,
	(in thousands)				(in thousands)
	2023		2022		2023		2022
Gross profit	$	863	$	221	$	2,010	$	1,232

Gross profit was ~~41%~~19.6% of revenue for the three months ended September 30, ~~2017,~~2023 compared to ~~21% of revenue~~24.9% for the three months ended September 30, ~~2016.~~2022. Gross profit was ~~40%~~28.8% of revenue for the nine months ended September 30, ~~2017,~~2023, compared to ~~20% of revenue~~37.0% for the nine months ended September 30, ~~2016.~~2022. The ~~increase~~decrease in gross profit as a percentage of revenue for the three months and nine months ended September 30, 2023 was driven by the impact of amortization of intangible assets and purchase accounting inventory basis from the acquisition of AlterG. Cost of revenue in the three and nine months ended September 30, 2023 included $0.6 million for purchase accounting impact on inventory and $0.5 million for amortization of intangible assets. Excluding the impact of the amortization of intangible assets and purchase accounting impact on inventory, gross profit as a percentage of revenue was 45.2% and 44.9% for the three and nine months ended September 30, 2023, respectively, up 20.2 and 7.9 percentage points from the three and nine months ended September 30, 2022, respectively. This increase in both periods was a result of a higher volume of units sold and an increase in our average selling price due to a change in sales mix for both the three- and nine-month periods.

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

~~We expect our gross profit to gradually improve~~future as we increase our revenue volumes and ~~lower our unit manufacturing costs through implementation of certain cost reduction projects and economies of~~realize operating efficiencies associated with greater scale which will reduce the cost of revenue as a percentage of revenue. Additionally, the acquired AlterG business has historically experienced higher margins as compared to the ReWalk business before the transaction. We believe including the AlterG anti-gravity systems in our mix of products sold will help drive higher gross margin in future quarters. 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 manufacturing costs.

Three Months Ended
September 30,

Nine Months Ended
September 30,

Research and development expenses, net

Research and development expenses, ~~net, decreased~~increased by ~~$350~~$197 thousand, or ~~18%~~18.5%, for the three months ended September 30, ~~2017~~2023 compared to the three months ended September 30, ~~2016. The decrease in expenses is primarily attributable to a grant received from the IIA, which were credited to research~~2022 and ~~development expenses, and a decrease in personnel costs and personnel-related costs, partially offset~~decreased by ~~an increase in costs related to development of the Restore device. Additionally, Research and development expenses, net, decreased $2.3 million,~~$98 thousand, or ~~34%~~3.4%, for the nine months ended September 30, ~~2017~~2023 compared to the nine months ended September 30, ~~2016. The decrease in expenses is primarily attributable to a one-time charge~~2022. AlterG contributed $323 thousand 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~~spending to both the three and nine months ended September 30, ~~2016~~2023. Excluding the impact of the acquisition of AlterG, research and adevelopment declined by $127 thousand, or 11.8%, and $422 thousand or 14.4%, for the three and nine months ended September 30, 2023, respectively. The decrease ~~in personnel costs~~for the three and ~~personnel-related costs.~~nine months ended September 30, 2023 is attributable to the gradual reduction of spend on the ReWalk 7 development project as it approaches conclusion.

We intend to focus our research and development expenses inmainly on our current product support, as well as to advance the ~~near term primarily on~~FDA submission for clearance of the Restore system for stroke patients and in the longer term on a “soft suit” exoskeleton for additional indications affecting the ability to walk, including multiple sclerosis, cerebral palsy, Parkinson’s disease and elderly assistance and theReWalk 7 next generation exoskeleton model. Additionally, AlterG has several ongoing product development programs, including a program to develop a new entry level model of ~~our current ReWalk device.~~AlterG anti-gravity system aimed to improve the affordability to price-conscious customers of an AlterG anti-gravity system.

Three Months Ended
September 30,

Nine Months Ended
September 30,

Sales and marketing expenses

Sales and marketing expenses ~~decreased $1.1~~increased by $1.5 million, or ~~30%~~58.0%, for the three months ended September 30, ~~2017~~2023 compared to the three months ended September 30, ~~2016. Sales~~2022 and ~~marketing expenses decreased $1.9~~$2.0 million, or ~~18%~~27.5%, for the nine months ended September 30, ~~2017~~2023 compared to the nine months ended September 30, ~~2016.~~2022. Sales and marketing expenses for the three and nine months ended September 30, 2023 included $215 thousand of amortization of intangible assets from the acquisition of AlterG. AlterG contributed $674 thousand of sales and marketing expenses to both the three and nine months ended September 30, 2023. Excluding the impact of the acquisition of AlterG, sales and marketing expenses increased $611 thousand, or 23.6%, and $1.1 million, or 15.0%, for the three and nine months ended September 30, 2023, respectively. The ~~decrease is~~increase was primarily driven by ~~lower personnel and personnel-related costs and~~higher consulting expenses ~~as result of our recent cost reduction efforts.~~related to the CMS reimbursement process and greater promotional and tradeshow activity.

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

Three Months Ended
September 30,

Nine Months Ended
September 30,

General and administrative expenses

General and administrative expenses ~~decreased $146 thousand,~~increased by $1.4 million, or 7%72.6%, for the three months ended September 30, ~~2017~~2023 compared to the three months ended September 30, ~~2016. General~~2022 and ~~administrative expenses decreased $164 thousand,~~$2.3 million, or 43.5% for the nine months ended September 30, ~~2017~~2023 compared to the nine months ended September, ~~30, 2016. The decrease in~~2022. General and administrative expenses ~~is primarily attributable to lower professional expenses and personnel-related costs.~~

~~Loss on Extinguishment of Debt~~

~~Loss on extinguishment of debt of $313 thousand~~ for the three and nine months ended September 30, ~~2017 is due~~2023 included $1.3 million and $2.3 million M&A-related expenses, respectively. And $37 thousand amortization of intangible assets from the acquisition of AlterG. AlterG contributed $178 thousand of general and administrative expenses to ~~amending~~both the three and nine months ended September 30, 2023. Excluding the impact of ~~our debt under~~ the ~~Loan Agreement with Kreos, such that $3.0 million in principal is now subject~~acquisition of AlterG, general and administrative expenses decreased $75 thousand, or 6.5%, and $218 thousand, or 4.1%, for the three and nine months ended September 30, 2023, respectively. The decrease was primarily driven by lower professional services expenses related 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.proxy process.

Financial Expenses (Income), Net

Three Months Ended
September 30,

Nine Months Ended
September 30,

Financial (expenses) income, net

Financial ~~expenses,~~income, net, ~~decreased $29~~increased by $412 thousand ~~or 6%~~ for the three months ended September 30, ~~2017~~2023 compared to the three months ended September 30, ~~2016. Financial expenses, net,~~2022 and increased ~~$329 thousand, or 22%~~by $1.1 million for the nine months ended September 30, ~~2017~~2023 compared to the nine months ended September 30, ~~2016.~~2022. This increase ~~with respect~~was primarily due to ~~the nine-month period is attributable mainly~~a change in cash management practices to move cash balances to accounts that pay a higher interest ~~expenses related to our Loan Agreement with Kreos.~~rate and yield greater interest income, as well as exchange rate fluctuations.

Three Months Ended
September 30,

Nine Months Ended
September 30,

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

Income taxes ~~increased $6~~decreased by $26 thousand, or 100%, for the three months ended September 30, ~~2017~~2023 compared to the three months ended September 30, ~~2016. Income taxes~~2022 and decreased ~~$14~~by $24 thousand for the nine months ended in September 30, ~~2017~~2023, or 26.7% compared to the nine months ended September ~~30, 2016.~~2022, was mainly due to deferred taxes and timing differences in our subsidiaries.

Sources of Liquidity and Outlook

~~The Company intends to finance operating costs over the next twelve months with existing~~through cash on hand, ~~reductions in operating spend, issuances under the Company's ATM Offering Program~~ additional private and/or ~~other future issuances~~public offerings of debt or equity ~~and debt~~ securities, cash exercises of outstanding warrants or ~~through~~ a combination of the foregoing. ~~However, the Company will need to~~In addition, we may seek additional capital through arrangements with strategic partners or from other sources ~~of financing if~~and 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~~will continue to ~~meet certain future capital requirements or grow~~address 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 uscost structure. Notwithstanding, there can be no assurance that we will be able to raise ~~money in the public markets.”~~additional funds or achieve or sustain profitability or positive cash flows from operations.

The accompanying condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. The condensed consolidated financial statements for the three and nine months ended September 30, 2017 do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from uncertainty related to the Company’s ability to continue as a going concern.

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

~~Table of Contents~~

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

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

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

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

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

~~Equity Raises~~

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

~~Table of Contents~~

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

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

Share Repurchase Program

In June 2022, we announced that our Board had approved a program to ~~potential SEC review. We may also conduct such offerings in the form of private placements, potentially with registration rights or priced at a discount~~repurchase up to ~~the market value~~$8.0 million of our ordinary shares, 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.

On December 19, 2022, our board of directors approved the extension of our share repurchase program, with such extension to be in the aggregate amount of up to $5.8 million. The extension was approved by an Israeli court on February 9, 2023 for a six-month period which ~~could require shareholder approval under~~expired on August 9, 2023.

Under the ~~rules of the NASDAQ. Any such transactions could result in substantial dilution of shareholders’ interests.~~

~~ATM Offering Program~~

~~On May 10, 2016, we entered into our Equity Distribution Agreement with Piper Jaffray, pursuant to which we may offer and sell,~~program, share repurchases were made from time to time ~~ordinary shares having an aggregate offering~~using a variety of methods, in accordance with all applicable securities laws and regulations, including restrictions relating to volume, price ~~of up to $25.0 million through Piper Jaffray acting as our agent. Subject to the terms~~ and conditions of the Equity Distribution Agreement, Piper Jaffray will use its commercially reasonable efforts to sell on our behalf all of the ordinary shares requested to be sold by us, consistent with its normal trading and sales practices. Piper Jaffray may also act as principal in the sale of ordinary sharestiming under applicable law, including Rule 10b-18 under the ~~Equity Distribution Agreement. Such sales may be made under our Form S-3 in what may be deemed “at-the-market” equity offerings~~United States Securities Exchange Act of 1934, as defined in Rule 415 promulgated under the Securities Act, directly on or through the NASDAQ Capital Market, to or through a market maker other than on an exchange or otherwise, in negotiated transactions at market prices prevailing at the 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, asamended (the “Exchange Act”). 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~~2023, we had repurchased approximately 4.0 million ~~assuming we remain subject to such limitations throughout that 12-month period.~~

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

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

~~Table of Contents~~

~~Follow-on Offering of Units~~

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

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

Cash Flows for the Nine Months Ended September 30, ~~2017~~2023 and September 30, ~~2016~~2022 (in thousands):

	Nine Months Ended September 30,
	2023			2022
Net cash used in operating activities	$	(16,183	)	$	(13,978	)
Net cash used in investing activities		(18,070	)		(25	)
Net cash provided by financing activities		(992	)		(183	)
Effect of Exchange rate changes on Cash, Cash Equivalents and Restricted Cash		(24	)		(182	)
Net cash flow	$	(35,269	)	$	(14,368	)

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 Investing Activities

Net Cash Provided by Financing Activities

~~Net Cash Provided by Financing Activities~~

~~Net cash provided by financing activities was $6.3 million for the nine months ended September 30, 2017, compared to $15.1 million in the nine months ended September 30, 2016.~~2022. The ~~decrease~~increase is ~~related primarily~~due to the ~~receipt~~repurchase of ~~proceeds~~our ordinary shares under our ~~Loan Agreement in the nine months period ended September 30, 2016,~~repurchase program, 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.~~expired on August 9, 2023.

Obligations and ~~Commercial~~Contractual Commitments

Payments due by period (in dollars, in thousands)

Purchase obligations (1)

Collaboration Agreement and License Agreement obligations (2)

Operating lease obligations (3)

We depend on one contract manufacturer, Sanmina Corporation, for both the ReStore products and the SCI Products. We place our manufacturing orders with Sanmina pursuant to purchase orders or by providing forecasts for future requirements.

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 September 30, 2023; however, there are still outstanding commercialization milestones under the License Agreement that depend on us reaching certain sales amounts, some or all of which may not occur. Our Collaboration Agreement with Harvard was concluded on March 31, 2022.

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

Earnout payments based on AlterG’s revenue growth during the two consecutive trailing twelve-month periods following Closing of the transaction.

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:$1.00,~~3.82: $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 euro:$1:00,~~€1.00: $1.06, both of which were the applicable exchange rates as of September 30, ~~2017. We calculated the payments due under our Loan Agreement with Kreos according to the current schedule of repayment of principal and interest.~~2023.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4.CONTROLS AND PROCEDURES

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.

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

ITEM 1A.RISK FACTORS

~~There~~Except as set forth below, and as disclosed in our Quarterly Report on Form 10-Q for the three months ended March 31, 2023 and our Quarterly Report on Form 10-Q for the three months ended June 30, 2023, there have been no material changes to our risk factors from those disclosed in “Part I, Item 1A. Risk Factors” of our ~~2016~~2022 Form ~~10-K except as noted below:~~10-K:

Risks Related to Our Business and Our Industry

We may ~~not have sufficient funds~~fail to ~~meet certain future capital requirements or grow~~realize the benefits expected from our ~~business, and may need to take advantage~~acquisition 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 inAlterG, which could adversely affect 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~~price 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 obligationsordinary shares.

As previously disclosed, on August 11, 2023, we acquired AGI 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 combinationAGI became an indirect and wholly owned subsidiary of the ~~foregoing. However, we will need to seek additional sources~~Company.

The anticipated benefits from our acquisition of ~~financing to~~AGI are based on projections and assumptions about the ~~extent that we require more funds than anticipated during the next 12 months~~combined businesses of ReWalk and AGI, which may not materialize as expected 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 ceasemay prove 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 marketinaccurate. The value of our ordinary shares could be adversely affected if we are unable to realize the anticipated benefits from the acquisition on a timely basis or at all. Achieving the benefits of the acquisition will depend, in part, on our ability to integrate the business, operations and products of AGI successfully and efficiently with ReWalk’s business. The process of integrating the operations of ReWalk and AGI could encounter unexpected costs and delays, which include: the loss of key personnel; the loss of key customers; the loss of key suppliers; inability to properly identify, acquire or obtained required regulatory approvals; and unanticipated issues in integrating sales, marketing and administrative functions. In addition, the acquired AGI business, products and technologies may not achieve anticipated revenues and income growth.

Further, the integration of AGI may involve a number of additional risks, including diversion of management’s attention away from the ReWalk business, which could ~~require shareholder approval under~~adversely affect our results of operations. In addition, our failure to identify or accurately assess the ~~rules~~magnitude of certain liabilities we assumed in the acquisition could result in unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition. If we do not realize the expected benefits or synergies of the acquisition, such as revenue gains or cost reductions, there could be a material adverse effect on our business, results of operations, and financial condition.

Currently, we rely on third party supplies in Taiwan for a portion of the components we use in our products. Accordingly, our business, financial condition and results of operations and the market price of our securities may be affected by changes in governmental policies, taxation, growth rate, inflation rate or interest rates and by social instability and diplomatic and social developments in or affecting Taiwan. In particular, the unique political status of Taiwan and its internal political movement cause sustained tension between China and Taiwan. Past developments related to the interactions between China and Taiwan, especially in relation to trade activities such as bans on exports of goods from time to time, have on occasions depressed the transactions and business operations of certain Taiwanese companies and overall economic environment. We cannot predict whether there will be escalation of the tensions between China and Taiwan which would lead to new bans or tariffs on exports or even conflict. Any conflict which threatens the military, political or economic stability in Taiwan could have a material adverse effect on our current or future business and financial conditions and results of operations.

As previously disclosed, on October 10, 2022, we received a notification letter from The ~~NASDAQ~~Nasdaq Stock Market LLC (“~~NASDAQ”~~Nasdaq”), indicating that the Company did not satisfy the requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a) (“Rule 5550(a)”) to maintain a minimum bid price of $1 per share for the 30 consecutive business days prior to such date. On April 11, 2023, we received a second notification letter from Nasdaq indicating that we had been provided with an additional period of 180 calendar days, or ~~other equity raise transactions. In addition~~until October 9, 2023, to ~~increased capital costs, any such transactions could result in substantial dilution~~regain compliance with Rule 5550(a)(2). The bid price of our ~~shareholders’ interests, transfer control~~ordinary shares did not close at $1.00 per share or more for a minimum of 10 consecutive business days prior to October 9, 2023 and on October 6, 2023 we were notified by Nasdaq that, based upon the Company’s non-compliance Rule 5550(a), as of October 5, 2023, our securities were subject to delisting unless we timely requested a ~~new investor and diminish~~hearing before the Nasdaq Hearings Panel (the “Panel”). We participated in a hearing with the Panel, which granted us an extension until January 31, 2024 to regain compliance with Rule 5550(a), including by implementing a reverse stock split should such action be necessary to regain compliance.

If we are not successful in regaining compliance with Rule 5550(a) during such extension period, our ordinary shares will be removed from trading on the Nasdaq Capital Market. Any delisting determination could seriously decrease or eliminate the value of an investment in our ordinary shares. We may also need to pursue strategic transactions, such as joint ventures, in-licensing transactions or the sale of our business or all or substantially all of our assets. These private financings and strategic transactions could require significant management attention, disrupt our business, adversely affect our financial results, be unsuccessful or fail to achieve the desired results. We are in discussions routinely with such possible sources of additional funding, including during the pendency of sales under our ATM Offering Program. We have not entered into any agreement or understanding regarding any such transaction.

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

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

A key element of our long-term business strategy is the continued enhancement of our sales, marketing, training and reimbursement infrastructure, through the training, retaining and motivating of skilled sales and marketing representatives and reimbursement personnel with industry experience and knowledge. Our ability to derive revenue from sales of our products depends largely on our ability to market the products and obtain reimbursements for them. In order to continue growing our business efficiently, we must therefore coordinate the development of our sales, marketing, training and reimbursement infrastructure with the timing of regulatory approvals, decisions regarding reimbursementsshares 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, subjectsecurities linked 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~~ordinary shares. While an alternative listing on ~~the use of ReWalk, which~~an over-the-counter exchange 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 Court for the Northern District of California; and (iv) the United States District Court for the District of Massachusetts. The actions involve claims under various sections of the Securities Act against us, certain of our current and former directors and officers, the underwriters of our IPO and certain other defendants. The four actions commenced in the Superior Court of the State of California, County of San Mateo have been dismissed for lack of personal jurisdiction, and the action commenced in the United States District Court for the Northern District of California has been voluntarily dismissed. As of November 1, 2017, three actions remain pending, including (i) the two actions commenced in the Superior Court of the Commonwealth of Massachusetts, which have been consolidated, and (ii) the action commenced in the United States District Court for the District of Massachusetts, or Massachusetts Federal Court, which was brought in part by certain of the plaintiffs whose actions were dismissed in the Superior Court of the State of California, County of San Mateo (referred to in this quarterly report as the “Massachusetts Federal Court Action”). The parties in the consolidated Massachusetts State Court Actions have completed briefing on the Company’s motion to dismiss. The plaintiffs in the Massachusetts Federal Court Action filed a consolidated amended complaint in August 2017 adding claims that certain statements we made after our IPO were materially misleading. The court denied the Company’s motion to stay the Massachusetts Federal Court Action, and the Company intends to move to dismiss the action. For more information, see Notes 5d and 11 to our unaudited condensed consolidated financial statements included in “Part I, Item 1” of this quarterly report.

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

We have initiated a mandatory postmarket surveillance study on our ReWalk Personal 6.0 with a revised FDA-approved protocol, addressing certain violations and deficiencies cited by the FDA that had previously led the FDA to warn us of potential regulatory action. Going forward, if we cannot meet certain FDA requirements for the 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.

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 valuemaintain some degree 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~~we could face substantial material adverse consequences, including, but not limited to, ~~use,~~the following: limited availability for market quotations for our ordinary shares; reduced liquidity with respect to our ordinary shares; a determination that 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 consultantsare “penny stock” 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 theSEC 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~~subjecting brokers trading our ordinary shares to ~~decline or could impair our~~more stringent rules on disclosure and the class of investors to which the broker may sell the ordinary shares; limited news and analyst coverage, in part due to the “penny stock” rules; decreased ability to ~~raise capital through a future sale of,~~issue additional securities or ~~pay for acquisitions using, our equity securities.~~

~~As of September 30, 2017, 403,804 ordinary shares were issuable pursuant to~~obtain additional financing in the ~~exercise of outstanding warrants granted as part~~future; and potential breaches under or terminations of our ~~Series E Preferred investment round in July 2014 at an exercise price of $10.08~~agreements with current or prospective large shareholders, strategic investors 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.banks. The perception among investors that we are at heightened risk of delisting could also negatively affect the market price of our securities and trading volume of our ordinary shares. ~~Additionally, if we become subject to delisting proceedings and fail to appeal~~In the event of a delisting, ~~determination,~~we can provide no assurance that any action taken by us to restore compliance with listing requirements would allow our ~~ordinary shares~~common stock to become listed again, stabilize the market price or improve the liquidity of our common stock, prevent our common stock from dropping below the Nasdaq minimum bid price requirement, or prevent future non-compliance with Nasdaq’s listing requirements.

In early October 2023, Hamas terrorists based in the Gaza Strip attacked cities and villages inside Israel, murdering approximately 1,400 Israelis, wounding thousands and abducting more than 200. The attack was accompanied by numerous rocket attacks on central and southern Israel. These rocket attacks continue through the date of this filing. Israel called up substantial numbers of reservists and responded with extensive aerial attacks and a broad ground attack on terrorist targets in Gaza. In parallel, the Hezbollah terrorist group fired rockets and initiated other attacks on Israel’s northern border with Lebanon and Syria, and Israel has responded with aerial attacks against targets in Lebanon and Syria. Terrorist groups have also attacked U.S. military targets in the Middle East. These clashes have recently intensified and may escalate into a greater regional conflict.

Although we continue to monitor the situation closely, to date our operations in Israel – consisting primarily to the legacy ReWalk business and some finance functions – have continued without material interruption. In 2022, sales to customers in Israel accounted for less than 1% of our total revenues, and as of the date of this filing, approximately 80% of our employees are located outside of Israel. With the acquisition of AGI in August 2023 and the anticipated shift in our sources of revenue in connection therewith, our Israel operations have become a less significant portion of our consolidated ReWalk operations.

Our Israeli facilities are based in northern Israel, in an area that to date has seen minor disruptions from rocket attacks. None of our Israeli employees have been mobilized for emergency military service. We cannot predict whether there will be ~~delisted from NASDAQ entirely,~~further mobilization of reservists and any further mobilization could further impact our employees, including employees who serve in critical roles in our company, 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 impairadversely affect our ability to ~~raise capital.~~operate and our results of operations.

Sanmina Corporation, a well-established contract manufacturer with expertise in the medical device industry, manufactures all of our ~~shareholders have a significant influence over matters requiring shareholder approval, which~~legacy ReWalk products at its facility in northern Israel. There has been no disruption to date to Sanmina’s business. If this facility were to be damaged or destroyed, or if Sanmina were otherwise unable to operate this facility, this could ~~delay or prevent a change of control.~~

~~As of September 30, 2017,~~affect the ~~largest beneficial owners~~supply of our ~~shares were Yaskawa, certain entities~~legacy ReWalk products, 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:

This is a rapidly changing situation, and ~~remove our officers;~~

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 premiumwe cannot predict how events will develop over the ~~then-prevailing market price~~coming weeks and months. There can be no assurance that a significant expansion or worsening of the war will not have a material adverse effect on our ~~ordinary shares. This concentration of ownership may also adversely affect~~ongoing development efforts, our ~~share price.~~business and our operating results.

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.~~

Items 2(a) and 2(b) are not applicable.

Issuer Purchases of Equity Securities

No ordinary shares were repurchased under our share repurchase program during the three months ended September 30, 2023.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

ITEM 5.OTHER INFORMATION

ITEM 6. EXHIBIT INDEX


104		Cover Page Interactive Data File – formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.

__________________________

*	Furnished herewith.
**	~~Furnished herewith.~~ Filed herewith
^	Portions of this exhibit (indicated by asterisks) have been omitted under rules of the SEC permitting the confidential treatment of select information.

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.

Date: November ~~2, 2017~~14, 2023

/s/ ~~Kevin Hershberger~~Michael Lawless

Chief Financial Officer

(Principal Financial ~~Officer and Principal Accounting~~ Officer)



	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



	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



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

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

Purchase obligations (1)	$	2,196	$	2,196	$	—
Collaboration Agreement and License Agreement obligations (2)		56		56		—
Operating lease obligations (3)		2,282		1,308		974
Earnout liability		3,647		1,906		1,741
Total	$	8,181	$	5,466	$	2,715



Exhibit Number		~~Description~~
~~31.1~~		Description
2.1		Agreement and Plan of Merger, dated as of August 8, 2023, by and among ReWalk Robotics, Inc., Atlas Merger Sub, Inc., AlterG, Inc. and Shareholder Representative Services LLC(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 9, 2023).^
10.1		Employment Agreement, dated August 11, 2023, by and between Rewalk Robotics, Inc. and Charles Remsberg**
10.2		Form of Restricted Share Unit Award Agreement (Inducement Awards) for non-Israeli employees and executives.**
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



	ReWalk Robotics Ltd.

Date: November ~~2, 2017~~14, 2023	By:	/s/ Larry Jasinski
		~~Name:~~ Larry Jasinski
		~~Title:~~ Chief Executive Officer
		(Principal Executive Officer)

Date: November ~~2, 2017~~14, 2023	By:	/s/ ~~Kevin Hershberger~~Michael Lawless
		~~Name: Kevin Hershberger~~ Michael Lawless
		~~Title:~~ Chief Financial Officer
		(Principal Financial ~~Officer and Principal Accounting~~ Officer)