UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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For the fiscal year ended December 31, 2021 | |
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or | |
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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
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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.) |
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3 Hatnufa Street, Floor 6, Yokneam Ilit, Israel |
| 2069203 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +972.4.959.0123
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
Ordinary Shares, par value NIS 0.25 per share | RWLK | Nasdaq Capital Market |
Securities Registered Pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ | |||
Non-accelerated filer ☒ | Smaller reporting company ☒ | |||
Emerging growth company ☐ |
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 USC. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The aggregate market value of the Ordinary Shares held by non-affiliates of the Registrant based upon the closing price of the Ordinary Shares as reported by the Nasdaq Capital Market on June 30, 2021 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $77,594,282.
As of February 24, 2022, the Registrant had outstanding 62,507,717 Ordinary Shares, par value NIS 0.25 per share.
The registrant’s auditor is Kost Forer Gabbay & Kasierer, Tel-Aviv, Israel (PCAOB ID 1281)
EXPLANATORY NOTE TO AMENDMENT NO. 1
ReWalk Robotics Ltd. (the “Company,” “we,” “us,” “our”) is filing this Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, which was filed with the Securities and Exchange Commission (the “SEC”) on February 24, 2022 (the “Original Form 10-K” and together with Amendment No. 1, the “2021 Annual Report”) for the sole purpose of including the information required by Part III of Form 10-K. This information was previously omitted from the Original Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in Part III to be incorporated in the Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end. We are filing this Amendment No. 1 to include Part III information in our 2021 Annual Report because we will not file a definitive proxy statement containing this information within 120 days after the end of the fiscal year covered by the Original Form 10-K. This Amendment No. 1 amends and restates in their entirety Items 10, 11, 12, 13 and 14 of Part III of the Original Form 10-K.
In addition, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Item 15 of Part IV of the Original Form 10-K is hereby amended to include as Exhibits 31.3 and 31.4 the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002. Except as described herein, this Amendment No. 1 does not modify or update the disclosures in, or exhibits to, the Original Form 10-K or update the Original Form 10-K to reflect events occurring after the date of such filing. Among other things, forward-looking statements made in the Original Form 10-K have not been revised to reflect events that occurred or facts that became known to us after the filing of the Original Form 10-K, and such forward-looking statements should be read in their historical context. Accordingly, this Amendment No. 1 should be read in conjunction with the Company's other filings made with the SEC subsequent to the filing of the Original Form 10-K. Unless otherwise defined herein, all capitalized terms included in this Amendment No. 1 but not otherwise defined herein shall have the meanings ascribed to such terms in the Original Form 10-K.
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Name | Age | Current Position with the Company | Director Since |
Jeff Dykan*(1) | 63 | Class I Director, Chairman | 2009 |
Yasushi Ichiki* | 54 | Class I Director | 2014 |
Joseph Turk* | 54 | Class I Director | April 2022 |
Larry Jasinski | 64 | Class II Director, Chief Executive Officer | 2012 |
Dr. John William Poduska*(2) (3) | 84 | Class II Director | 2014 |
Randel E. Richner* | 66 | Class II Director | 2020 |
Wayne B. Weisman*(3) | 66 | Class III Director | 2009 |
Aryeh (Arik) Dan*(1)(2) | 63 | Class III Director | 2013 |
Yohanan Engelhardt*(3) | 64 | Class III Director | 2018 |
Name | Age | Position |
Executive Officers | ||
Larry Jasinski | 64 | Chief Executive Officer and Director |
Almog Adar | 38 | Director of Finance |
Jeannine Lynch | 57 | Vice President of Market Access and Strategy |
• | a director who is, or at any time during the past three years was, employed by the company; |
• | a director who accepted or who has a family member who accepted any compensation from the company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence, other than compensation for board or board committee service, compensation paid to a family member who is an employee (other than an executive officer) of the company, or benefits under a tax-qualified retirement plan, or non-discretionary compensation; |
• | a director who is a family member of an individual who is, or at any time during the past three years was, employed by the company as an executive officer; |
• | a director who is, or has a family member who is, a partner in, or a controlling shareholder or an executive officer of, any organization to which the company made, or from which the company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenues for that year, or $200,000, whichever is more, other than the following: (i) payments arising solely from investments in the company’s securities; or (ii) payments under non-discretionary charitable contribution matching programs; |
• | a director who is, or has a family member who is, employed as an executive officer of another entity where at any time during the past three years any of the executive officers of the company serve on the compensation committee of such other entity; and |
• | a director who is, or has a family member who is, a current partner of the company’s outside auditor, or was a partner or employee of the company’s outside auditor who worked on the company’s audit at any time during any of the past three years. |
• | overseeing our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to the Board in accordance with Israeli law; |
• | reviewing regularly the senior members of the independent auditor’s team, including the lead audit partner and reviewing partner; |
• | pre-approving the terms of audit, audit-related and permitted non-audit services provided by the independent registered public accounting firm for pre-approval by our Board; |
• | recommending the engagement or termination of the person filling the office of our internal auditor; |
• | reviewing periodically with management, the internal audit and the independent registered public accounting firm the adequacy and effectiveness of the Company’s internal control over financial reporting; and |
• | reviewing with management and the independent registered public accounting firm the annual and quarterly financial statements of the Company prior to filing with the SEC. |
• | determining whether there are deficiencies in the business management practices of our Company and making recommendations to our Board to improve such practices; |
• | determining whether to approve certain related party transactions, and classifying transactions in which a controlling shareholder has a personal benefit or other interest as significant or insignificant (which affects the required approvals) (see “Item 13—Certain Relationships and Related Transactions, and Director Independence—Approval of Related Party Transactions under Israeli Law” below); |
• | examining our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources and tools to dispose of its responsibilities, and in certain cases approving the annual work plan of our internal auditor; |
• | examining the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board or shareholders, depending on which of them is considering the appointment of our auditor; and |
• | establishing procedures for the handling of employees’ complaints as to the deficiencies in the management of our business and the protection to be provided to such employees. |
• | reviewing and making recommendations regarding our Compensation Policy at least every three years; |
• | recommending to the Board periodic updates to the Compensation Policy; |
• | assessing implementation of the Compensation Policy; |
• | approving compensation terms of executive officers, directors and employees affiliated with controlling shareholders; and |
• | exempting certain compensation arrangements from the requirement to obtain shareholder approval under the Israel Companies Law. |
• | reviewing and approving the granting of options and other incentive awards under the Company’s equity compensation plans to the extent such authority is delegated by our Board; |
• | recommending the Company’s compensation policy and reviewing that policy from time to time both with respect to the CEO and other office holders and generally, including to assess the need for periodic updates; |
• | reviewing and approving corporate goals relevant to the compensation of the CEO and other officers and evaluating the performance of the CEO and other officers; and |
• | reviewing, evaluating and making recommendations regarding the compensation and benefits for our non-employee directors. |
• | overseeing and assisting our board in reviewing and recommending nominees for election as directors; |
• | reviewing and evaluating recommendations regarding management succession; |
• | assessing the performance of the members of our Board; and |
• | establishing and maintaining effective corporate governance policies and practices, including, but not limited to, developing and recommending to our Board a code of conduct. |
Board Diversity Matrix (As of May 2, 2022) | ||||
Total Number of Directors | 9 | |||
Female | Male | Non-Binary | Did Not Disclose Gender | |
Part I: Gender Identity | ||||
Directors | 1 | 7 | — | 1 |
Part II: Demographic Background | ||||
African American or Black | — | — | — | — |
Alaskan Native or Native American | — | — | — | — |
Asian | — | 1 | — | — |
Hispanic or Latinx | — | — | — | — |
Native Hawaiian or Pacific Islander | — | — | — | — |
White | 1 | 6 | — | 1 |
Two or More Races or Ethnicities | — | — | — | — |
LGBTQ+ | — | — | — | — |
Did Not Disclose Demographic Background | — | — | — | 1 |
• | Larry Jasinski, our CEO; |
• | Ori Gon, our former CFO; and |
• | Jeannine Lynch, our Vice President of Market Access and Strategy. |
Name and Principal Position | Year | Salary ($) | Non-Equity Incentive Plan ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||||
Larry Jasinski, Chief Executive Officer and Director(4) | 2021 | 400,196 | 248,327 | 279,000 | (5) | — | — | 927,533 | |||||||||||||
2020 | 391,400 | 164,388 | 498,000 | (6) | — | — | 1,053,788 | ||||||||||||||
Ori Gon, Former Chief Financial Officer(7). (8) | 2021 | 209,609 | 64,859 | 126,750 | (9) | — | 79,972 | (10) | 481,190 | ||||||||||||
2020 | 191,687 | 40,451 | 222,400 | (11) | __ | 71,278 | (12) | 525,816 | |||||||||||||
Jeannine Lynch, Vice President of Market Access and Strategy (13) | 2021 | 107,897 | 98,560 | — | — | 381,457 | |||||||||||||||
175,000 | (14) |
(1) | Represents one-time discretionary cash bonuses to each of the Named Executive Officers. |
(2) | Amounts represent the aggregate grant date fair value of such awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”). The fair value of restricted stock units (“RSUs”) granted is determined based on the price of the Company’s ordinary shares on the date of grant. The fair value of options awards was estimated at the date of grant using a Black-Scholes-Merton option pricing model with assumptions related to expected volatility, risk free rate, dividend yield, expected term (in years) and ReWalk share price. |
(3) | Amounts reported in this column include benefits and perquisites, including those mandated by Israeli law. Such benefits and perquisites include payments, contributions and/or allocations for social benefits and car expenses. |
(4) | Mr. Jasinski does not receive any additional compensation for his services as a director. See “Director Compensation” above. |
(5) | Consists of 150,000 RSUs that were granted under the Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”) to Mr. Jasinski on May 21, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
(6) | Consists of 300,000 RSUs that were granted under the 2014 Plan to Mr. Jasinski on June 18, 2020, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
(7) | Mr. Gon resigned as CFO, effective as of March 12, 2022. |
(8) | The amounts set forth for Mr. Gon in the columns “Salary,” “Non-Equity Incentive Plan,” and “All Other Compensation” represent payments, contributions and/or allocations that were made in NIS, and have been translated to U.S. dollars according to the average exchange rate on the applicable period. |
(9) | Consists of 75,000 RSUs that were granted under the 2014 Plan to Mr. Gon on June 30, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
(10) | Consists of $59,105 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $20,867 with respect to Mr. Gon’s personal use of a Company-leased car. |
(11) | Consists of 150,000 RSUs that were granted under the 2014 Plan to Mr. Gon on July 2, 2020, which vest ratably in four equal annual installments starting on the first anniversary of the grant date, and 10,000 RSUs that were granted under the 2014 Plan to Mr. Gon on July 2, 2020, which vested immediately on the date of grant. |
(12) | Consists of $54,350 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $16,928 with respect to Mr. Gon’s personal use of a Company-leased car. |
(13) | Ms. Lynch joined the Company effective August 31, 2021. |
(14) | Consists of 125,000 RSUs that were granted under the 2014 Plan to Ms. Lynch on August 31, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
Name and Principal Position | Salary ($) | Non-Equity Incentive Plan ($)(1) | Stock Awards ($)(2) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | ||||||||||||
Miri Pariente, Vice President of Operations, Regulatory and Quality(4) | ||||||||||||||||||
187,807 | 41,950 | 72,085 | (5) | — | 91,989 | (6) | 393,831 | |||||||||||
David Hexner, Vice President of Research and Development(4). | ||||||||||||||||||
144,124 | 32,626 | 12,675 | (5) | — | 67,299) | (6) | 256,724 |
(1) | Represents one-time discretionary cash bonuses to each of the officers listed herein. |
(2) | Amounts represent the aggregate grant date fair value of such awards computed in accordance with FASB ASC Topic 718. The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. The fair value of options awards was estimated at the date of grant using a Black-Scholes-Merton option pricing model with assumptions related to expected volatility, risk free rate, dividend yield, expected term (in years) and ReWalk share price. |
(3) | Amounts reported in this column include benefits and perquisites, including those mandated by Israeli law. Such benefits and perquisites include payments, contributions and/or allocations for social benefits and car expenses. |
(4) | The amounts set forth for each of Ms. Pariente and Mr. Hexner in the columns “Salary,” “Non-Equity Incentive Plan,” and “All Other Compensation” represent payments, contributions and/or allocations that were made in NIS, and have been translated to U.S. dollars according to the average exchange rate on the applicable period. |
(5) | Consists of 10,000 RSUs that were granted under the 2014 Plan to Ms. Pariente on January 1, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date, and 32,500 RSUs that were granted under the 2014 Plan to Ms. Pariente on June 30, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date., and |
(6) | Consists of $55,217 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $36,772 with respect to Ms. Pariente’s personal use of a Company-leased car. |
(7) | Consists of 7,500 RSUs that were granted under the 2014 Plan to Mr. Hexner on June 30, 2021, which vest ratably in four equal annual installments starting on the first anniversary of the grant date. |
(8) | Consists of $44,508 for payments, contributions and/or allocations for social benefits and the aggregate incremental cost to the Company of $22,791 with respect to Mr. Hexner’s personal use of a Company-leased car. |
Option Awards | Stock Awards | |||||||||||||||
Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested(2)($) | |||||||||
Larry Jasinski | 5/1/2012 | (3) | 6,619 | — | 32.93 | 5/1/2022 | ||||||||||
5/10/2012 | (4) | 3,308 | — | 32.93 | 5/10/2022 | |||||||||||
12/24/2013 | (5) | 5,641 | — | 37.14 | 12/24/2023 | |||||||||||
6/27/2017 | (6) | 5,000 | 52.50 | 6/27/2027 | ||||||||||||
5/3/2018 | (7) | 7,655 | 1,094 | 26.88 | 5/3/2028 | |||||||||||
3/27/2019 | (8) | 8,542 | 3,883 | 5.37 | 3/27/2029 | |||||||||||
5/3/2018 | (9) | 438 | 539 | |||||||||||||
3/27/2019 | (10) | 1,243 | 1,529 | |||||||||||||
6/18/2020 | (11) | 225,000 | 276,250 | |||||||||||||
5/21/2021 | (12) | 150,000 | 184,500 | |||||||||||||
Ori Gon | 2/22/2018 | (13) | 3,619 | 242 | 28.75 | 2/22/2028 | ||||||||||
5/3/2018 | (7) | 2,296 | 329 | 27.11 | 5/3/2028 | |||||||||||
2/22/2018 | (15) | 179 | 220 | |||||||||||||
5/03/2018 | (9) | 132 | 162 | |||||||||||||
6/1/2019 | (15) | 1,500 | 1,845 | |||||||||||||
7/2/2020 | (16) | 112,500 | 138,375 | |||||||||||||
6/30/2021 | (17) | 75,000 | 92,250 | |||||||||||||
Jeannine Lynch | 8/31/2021 | (18) | 125,000 | 153,750 |
(1) | Represents grant dates of the stock option and RSU awards. |
(2) | The amount listed in this column represents the product of the closing market price of the Company’s ordinary shares as of December 31, 2021 ($1.23) multiplied by the number of shares subject to the award. |
(3) | Option awards became vested and exercisable a rate of 1/12th the original number of ordinary shares subject thereto on a quarterly basis commencing on May 1, 2012. |
(4) | Option awards vested at a rate of 1/12th the original number of ordinary shares subject thereto on a quarterly basis commencing on May 10, 2012. |
(5) | Option awards vested at a rate of 1/48th the original number of ordinary shares subject thereto on a quarterly basis commencing on January 23, 2014. |
(6) | Option awards vested with respect to 1/4th of the original number of ordinary shares subject thereto on June 27, 2018 and vested thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on September 27, 2018. |
(7) | Option awards vested with respect to 1/4th of the original number of ordinary shares subject thereto on May 3, 2019 and thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on August 3, 2019 and ending on May 3, 2022. |
(8) | Option awards vested with respect to 1/4th of the original number of ordinary shares subject thereto on March 27, 2020 and thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on June 27, 2020 and ending on March 27, 2023. |
(9) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on May 3, 2019 and ending on May 3, 2022. |
(10) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on March 27, 2020 and ending on March 27, 2023. |
(11) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on June 18, 2021 and ending on June 18, 2024. |
(12) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on May 21, 2022 and ending on May 21, 2025. |
(13) | Option awards vested with respect to 1/4th of the original number of ordinary shares subject thereto on February 22, 2019 and thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on May 22, 2019 and ending on May 22, 2022. |
(14) | RSUs vested with respect to 1/4th of the original number of ordinary shares subject thereto on February 22, 2019 and vest thereafter at a rate of 1/16th of the original number of shares on a quarterly basis commencing on May 22, 2019 and ending on May 22, 2022. |
(15) | RSUs vest with respect to 1/3rd of the original number of shares on an annual basis commencing on June 1, 2020 and ending on June 1, 2023. |
(16) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on July 2, 2021 and ending on July 2, 2024. |
(17) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on June 30, 2022 and ending on July 2, 2025. |
(18) | RSUs vested with respect to 1/4th of the original number of shares on an annual basis commencing on August 31, 2022 and ending on August 31, 2025. |
Name | Fees Earned in Cash ($) | RSU Awards ($) | Total ($) | |||||||
Jeff Dykan | 63,872 | (2) | 25,832 | (1) | 89,704 | |||||
Aryeh (Arik) Dan | 65,081 | (3) | 25,832 | (1) | 90,913 | |||||
Yohanan Engelhardt | 68,677 | (4) | 25,832 | (1) | 94,509 | |||||
Yasushi Ichiki | 51,749 | (5) | 25,832 | (1) | 77,581 | |||||
Dr. John William Poduska | 69,069 | (6) | 25,832 | (1) | 94,901 | |||||
Randel Richner | 58,775 | (7) | 25,832 | (1) | 84,607 | |||||
Wayne B. Weisman | 67,071 | (8) | 25,832 | (1) | 92,903 |
(1) | Amounts represent the aggregate grant date fair value of an award of 13,888 RSUs issued under the 2014 Plan as an annual award to the applicable directors, computed in accordance with FASB ASC Topic 718. The fair value of RSUs granted is determined based on the price of the Company’s ordinary shares on the date of grant. All RSUs become vested and exercisable in four equal quarterly installments starting three months following the grant date. The valuation assumptions used in determining such amounts are described in Notes 2k and 8c to our consolidated financial statements included in our 2021 Annual Report. |
(2) | Represents $25,836 earned by Mr. Dykan as an annual retainer for serving as our Chairman on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation (as discussed below), $7,978 for attending meetings of the Board of Directors, $9,834 for serving as a member of the mergers and acquisitions committee and $1,474 for serving as a member of the Company’s nomination and governance committee. |
(3) | Represents $25,836 earned by Mr. Dan as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $8,795 for attending meetings of the Board of Directors, $5,396 for serving as a member of the compensation committee, $4,830 for serving as a member of the mergers and acquisitions committee and $1,474 for serving as a member of the Company’s nomination and governance committee. |
(4) | Represents $25,836 earned by Mr. Engelhardt as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $9,360 for attending meetings of the Board of Directors, $4,107 for serving as the chairman of the audit committee, $9,834 for serving as a member of the mergers and acquisitions committee and $790 for serving as a member of the Company’s finance committee established for its securities offerings. |
(5) | Represents $25,836 earned by Mr. Ichiki as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation and $7,163 for attending meetings of the Board of Directors. |
(6) | Represents $25,836 earned by Dr. Poduska as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $9,360 for attending meetings of the Board of Directors, $4,107 for serving as a member of the audit committee, $5,396 for serving as the chairman of the compensation committee, $4,830 for serving as a member of the mergers and acquisitions committee and $790 for serving as a member of the Company’s finance committee established for its securities offerings. |
(7) | Represents $25,836 earned by Ms. Richner as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $9,360 for attending meetings of the Board of Directors and $4,829 for serving as a member of the mergers and acquisitions committee. |
(8) | Represents $25,836 earned by Mr. Weisman as an annual retainer for serving as a non-executive director on the Board of Directors, a cash payment of $18,750 received in lieu of equity compensation, $8,544 for attending meetings of the Board of Directors, $4,107 for serving as a member of our audit committee and $9,834 for serving as a member of the mergers and acquisitions committee. |
Name | Number of Shares | |||
Jeff Dykan | 7,445 | (1) | ||
Aryeh (Arik) Dan | 7,445 | |||
Yohanan Engelhardt | 6,944 | |||
Yasushi Ichiki | 7,445 | |||
Dr. John William Poduska | 7,946 | |||
Randel Richner | 6,944 | |||
Wayne B. Weisman | 7,445 | (2) |
(1) | See “Security Ownership of Certain Beneficial Owners and Management” above for further information on Mr. Dykan’s holdings in our ordinary shares. |
(2) | See “Security Ownership of Certain Beneficial Owners and Management” above for further information on Mr. Weisman’s holdings in our ordinary shares. |
(1) | each person, or group of affiliated persons, known to us to beneficially own more than 5% of our outstanding ordinary shares; |
(2) | each of our directors and director nominees; |
(3) | each of our Named Executive Officers (as defined under “Summary Compensation Table” below); and |
(4) | all of our directors and executive officers as a group. |
Ordinary Shares Beneficially Owned | ||||||||
Name | Number of Shares | Percentage | ||||||
5%-or-More Beneficial Owners: | ||||||||
Lind Global Funds(1) | 8,038,134 | 12.9 | % | |||||
Named Executive Officers and Directors: | ||||||||
Larry Jasinski(2) | 174,583 | * | ||||||
Jeff Dykan(3)(4) | 75,732 | * | ||||||
Yohanan Engelhardt(5) | 30,585 | * | ||||||
Wayne B. Weisman(3)(6) | 87,020 | * | ||||||
Aryeh (Arik) Dan(7) | 31,145 | * | ||||||
Yasushi Ichiki(7) | 31,146 | * | ||||||
Randel Richner(8) | 41,385 | * | ||||||
Dr. John William Poduska(8) | 31,647 | * | ||||||
Ori Gon(10) | 58,471 | * | ||||||
Jeannine Lynch | - | - | ||||||
Joseph Turk | - | - | ||||||
All directors and executive officers as a group (11 persons)(11) | 447,369 | * |
* | Ownership of less than 1%. |
(1) | Based on a Form 4 filed on April 15, 2002, and a Schedule 13G/A filed on February 11, 2022, by Lind Global Fund II LP, Lind Global Partners II LLC, Lind Global Macro Fund LP, Lind Global Partners LLC (together, the “Lind Global Funds”) and Jeff Easton (together with the Lind Global Funds, the “Reporting Persons”), and includes, as of April 13, 2022, 8,018,134 ordinary shares, which consisted of (i) 7,319,134 ordinary shares and (ii) options to purchase 719,000 ordinary shares. The foregoing excludes warrants to purchase 1,731,351 ordinary shares, because each of the warrants includes a provision limiting the holder’s ability to exercise the warrants if such exercise would cause the holder to beneficially own greater than 9.99% of the ordinary shares then outstanding. Without such provisions, the Reporting Persons may have been deemed to have beneficial ownership of the ordinary shares underlying such warrants. Jeff Easton, the managing member of Lind Global Partners II LLC and Lind Global Partners LLC, may be deemed to have sole voting and dispositive power with respect to the shares held by Lind Global Macro Fund, LP and Lind Global Fund II LP. The principal business address of the Reporting Persons is 44 Madison Avenue, Floor 41, New York, N.Y. 10022. |
(2) | Consists of 135,949 ordinary shares, including 77,127 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 38,634 ordinary shares. |
(3) | Based on Section 13(d) and 16 filings made with the SEC, consists of 40,707 ordinary shares beneficially owned by SCP Vitalife Partners II, L.P., or SCP Vitalife Partners II, a limited partnership organized in the Cayman Islands, 13,596 ordinary shares beneficially owned by SCP Vitalife Partners (Israel) II, L.P., or SCP Vitalife Partners Israel II, a limited partnership organized in Israel, and 1,571 ordinary shares currently held by the Israel Innovation Authority (formerly known as the Office of the Chief Scientist of the State of Israel), or the IIA, that Vitalife Partners Overseas, Vitalife Partners Israel and Vitalife Partners DCM have the right to acquire from IIA. SCP Vitalife II Associates, L.P., or SCP Vitalife Associates, a limited partnership organized in the Cayman Islands, is the general partner of the SCP Vitalife Partners II and SCP Vitalife Partners Israel II, and SCP Vitalife II GP, Ltd., or SCP Vitalife GP, organized in the Cayman Islands, is the general partner of SCP Vitalife Associates. As such, SCP Vitalife GP may be deemed to beneficially own the 54,303 ordinary shares beneficially owned by SCP Vitalife Partners II and SCP Vitalife Israel Partners II. Jeff Dykan and Wayne B. Weisman are the directors of SCP Vitalife GP and, as such, share voting and dispositive power over the shares held by the foregoing entities. As such, they may be deemed to beneficially own 55,874 ordinary shares, consisting of the 54,303 ordinary shares beneficially owned by SCP Vitalife GP, as well as the ordinary shares beneficially owned by each of Vitalife Partners Overseas, Vitalife Partners Israel and Vitalife Partners DCM and held by IIA. The principal business address of SCP Vitalife Partners II, SCP Vitalife Associates, SCP Vitalife GP, and Messrs. Churchill and Weisman is c/o SCP Vitalife Partners II, L.P., 1200 Liberty Ridge Drive, Suite 300, Wayne, Pennsylvania 19087. The principal business address of SCP Vitalife Partners Israel II, Vitalife Partners Israel, Vitalife Partners Overseas, Vitalife Partners DCM, Mr. Dykan and Dr. Ludomirski is c/o SCP Vitalife Partners (Israel) II, L.P., 32B Habarzel Street, Ramat Hachayal, Tel Aviv 69710, Israel. |
(4) | Consists of 19,357 ordinary shares, including 2,430 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 501 ordinary shares. |
(5) | Consists of 30,585 ordinary shares, including 3,472 shares underlying RSUs vesting within 60 days. |
(6) | Consists of 30,645 ordinary shares, including 3,472 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 501 ordinary shares. |
(7) | Consists of 30,644 ordinary shares, including 3,472 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 501 ordinary shares. |
(8) | Consists of 41,385 ordinary shares, including 3,472 shares underlying RSUs vesting within 60 days. |
(9) | Consists of 30,645 ordinary shares, including 3,472 shares underlying RSUs vesting within 60 days, and exercisable options to purchase 1,002 ordinary shares. |
(10) | Consists of 52,150 ordinary shares and exercisable options to purchase 6,321 ordinary shares. Mr. Gon resigned as CFO, effective March 12, 2022. |
(11) | Consists of (i) 305,340 ordinary shares directly or beneficially owned by our executive officers and our eight directors other than Mr. Jasinski; (ii) 41,640 ordinary shares constituting the cumulative aggregate number of options granted to the executive officers and directors; and (iii) 100,389 shares underlying RSUs vesting within 60 days. |
Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights(1)(2) | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)(3) | |||||||||
Equity compensation plans approved by security holders | 1,418,116 | $ | 1.67 | 233,957 | ||||||||
Equity compensation plans not approved by security holders | — | — | — | |||||||||
Total | 1,418,116 | $ | 1.67 | 233,957 |
(1) | Represents shares issuable under our (i) 2014 Plan upon exercise of options outstanding to purchase 41,160 shares and upon the settlement of outstanding RSUs with respect to 1,356,284 shares, (ii) 2012 Equity Incentive Plan upon exercise of options outstanding to purchase 20,672 shares. |
(2) | The weighted average remaining term for the expiration of stock options is 4.55 years. |
(3) | Represents shares available for future issuance under our 2014 Plan. |
• | marketing, distribution and commercialization of our products by Yaskawa, subject to a separate distribution agreement; |
• | marketing and distribution of future Yaskawa healthcare equipment products by us in the scope of our sales network; and |
• | improvement and quality control of our products by applying Yaskawa’s know-how and expertise in motion control and robotics. |
• | a transaction other than in the ordinary course of business; |
• | a transaction that is not on market terms; or |
• | a transaction that may have a material impact on a company’s profitability, assets or liabilities. |
2020 | 2021 | |||||||
($ in thousands) | ||||||||
Audit Fees(1) | $ | 295 | $ | 275 | ||||
Audit-Related Fees(2) | $ | 10 | $ | - | ||||
Tax Fees(3) | $ | 17 | $ | 17 | ||||
All Other Fees(4) | $ | 3 | $ | 3 | ||||
Total: | $ | 325 | $ | 295 |
(1) | “Audit fees” include fees for services performed by our independent public accounting firm in connection with our annual audit for 2020 and 2021, fees related to the review of quarterly financial statements, fees related to our at-the-market equity offering program, follow-on offering of ordinary shares and follow-on offering of ordinary shares and warrants and fees for consultation concerning financial accounting and reporting standards. |
(2) | “Audit-related fees” relate to assurance and associated services that are traditionally performed by an independent auditor, including accounting consultation and consultation concerning financial accounting, reporting standards and due diligence. |
(3) | “Tax fees” include fees for professional services rendered by our independent registered public accounting firm for tax compliance, transfer pricing and tax advice on actual or contemplated transactions. |
(4) | “All other fees” include fees for services rendered by our independent registered public accounting firm with respect to government incentives and other matters. |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document). |
* | Certain identified information in the exhibit has been omitted because it is the type of information that (i) the Company customarily and actually treats as private and confidential, and (ii) is not material. |
** | Management contract or compensatory plan, contract or arrangement. |
ReWalk Robotics Ltd. | |||
By: | /s/ Larry Jasinski | ||
Name: Larry Jasinski | |||
Title: Chief Executive Officer |
Signature | Title |
/s/ Larry Jasinski | |
Larry Jasinski | Director and Chief Executive Officer (Principal Executive Officer) |
/s/ Almog Adar | |
Almog Adar | Director of Finance and Corporate Financial Controller (Principal Financial Officer and Principal Accounting Officer) |
* | |
Jeff Dykan | Chairman of the Board |
* | |
Dr. John William Poduska | Director |
* | |
Yohanan Engelhardt | Director |
* | |
Wayne B. Weisman | Director |
* | |
Yasushi Ichiki | Director |
* | |
Aryeh Dan | Director |
* | |
Randel Richner | Director |
* | |
Joseph Turk | Director |