ReWalk Robotics Ltd. (NASDAQ:RWLK) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
On December 28, 2016, ReWalk Robotics Ltd. (the Company) drew
down $8.0 million under its loan agreement, dated December 30,
2015 (the Loan Agreement), with Kreos Capital V (Expert Fund)
Limited (Kreos), by which Kreos extended a $20.0 million line of
credit to the Company. As previously disclosed, the Company had
previously drawn down $12.0 million, and was entitled under the
terms of the Loan Agreement to draw down an additional $8.0
million until December 31, 2016 if it raised $10.0 million or
more in the issuance of shares of the Companys capital stock
(including debt convertible into shares of the Companys capital
stock) by December 31, 2016. Consistent with the terms of the
Loan Agreement as previously disclosed, interest on the $8.0
million drawdown is payable monthly in arrears at a rate of
10.75% per year from December 28, 2016 through the date on which
all such principal is repaid.The $8.0 million principal amount is
repayable monthly over a period of 24 months commencing 12 months
after December 28, 2016, which period will be extended to 36
months if the Company raises $20.0 million or more in connection
with the issuance of shares of the Companys capital stock
(including debt convertible into shares of the Companys capital
stock) before the 24-month period expires.
The foregoing description of the Loan Agreement does not purport
to be a complete summary and is qualified in its entirety by
reference to the full text of the Loan Agreement, a copy of which
is filed as Exhibit 10.1 to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission (the SEC)
on January 4, 2016.
| Item 3.02 | Unregistered Sales of Equity Securities. |
In connection with the $8.0 million drawdown under the Loan
Agreement, on December 28, 2016, the Company increased the amount
of the warrant issued to Kreos on December 30, 2015 (the Warrant)
from $1.15 million to $1.61 million, or by $460,000. In its new
amount, the Warrant represents the right to purchase up to
167,012 ordinary shares of the Company, par value NIS 0.01 per
share, at the Warrants exercise price of $9.64 per share. The
increase was based on the terms of the Warrant, which state that
the Warrant is to be increased by 5.75% of any additional
drawdowns under the Loan Agreement. Subject to the terms of the
Warrant, the Warrant is exercisable, in whole or in part, at any
time during the term commencing on the original issuance date of
December 30, 2015 (i) through December 30, 2025 or (ii)
immediately prior to the consummation of a merger, consolidation,
or reorganization of the Company with or into, or the sale or
license of all or substantially all the assets or shares of the
Company to, any other entity or person, other than a wholly-owned
subsidiary of the Company.
No underwriters or underwriter discounts or commissionswere
involved in this issuance. The Company believes that the issuance
of the Warrant with the new amount was exempt from registration
under the Securities Act of 1933, as amended (the Securities
Act), in reliance on Regulation D or Regulation S under the
Securities Act or to Section 4(2) of the Securities Act regarding
transactions by an issuer not involving a public offering or
involving offers and sales of securities outside the United
States. As previously disclosed, the recipient of the Warrant
represented its intention to acquire the Warrant and the ordinary
shares underlying the Warrant for investment only and not with a
view to, or in connection with, the sale and distribution
thereof. No general advertising or solicitation was used in
selling the securities and the Warrant with the new amount was
offered only to Kreos, a non-U.S. entity, in an offshore
transaction outside the United States.
The foregoing description of the Warrant does not purport to be a
complete summary and is qualified in its entirety by reference to
the full text of the Warrant, a copy of which is filed as Exhibit
10.2 to the Companys Current Report on Form 8-K filed with the
SEC on January 4, 2016.
About ReWalk Robotics Ltd. (NASDAQ:RWLK)
ReWalk Robotics Ltd. is a medical device company. The Company is engaged in designing, developing and commercializing exoskeletons that allow wheelchair-bound individuals with mobility impairments or other medical conditions the ability to stand and walk. The Company offers ReWalk, an exoskeleton that uses its tilt-sensor technology, and an on-board computer and motion sensors to drive motorized legs that power movement. The Company’s ReWalk designs focus on people with paraplegia, a spinal cord injury resulting in complete or incomplete paralysis of the legs, who have the use of their upper bodies and arms. The Company offers various products, which include ReWalk Personal and ReWalk Rehabilitation. The Company’s ReWalk Personal is designed for use by individuals at home and in their communities, and is custom-fit for each user. The Company’s ReWalk Rehabilitation is designed for the clinical rehabilitation environment where it provides exercise and therapy. ReWalk Robotics Ltd. (NASDAQ:RWLK) Recent Trading Information
ReWalk Robotics Ltd. (NASDAQ:RWLK) closed its last trading session down -0.03 at 2.80 with 119,852 shares trading hands.
