ReWalk Robotics Ltd. (NASDAQ:RWLK) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 5, 2019 and June 6, 2019, ReWalk Robotics Ltd. (the “Company”) entered into warrant exercise agreements (the “Exercise Agreements”) with certain institutional investors (the “Holders”) of warrants to purchase the Company’s ordinary shares (the “Public Warrants”), par value NIS 0.25 per share (the “Ordinary Shares”), previously issued in the Company’s follow-on offering in November 2018, to which the Holders agreed to exercise in cash their Public Warrants to purchase an aggregate of 1,464,665 Ordinary Shares at the existing exercise price of $7.50 per share, for gross proceeds (before placement agent fees and expenses of approximately $1 million) to the Company of approximately $11 million.
The Company expects to use the proceeds of the exercise of the Public Warrants for (i) sales, marketing and reimbursement expenses related to market development activities of the ReStore device and broadening third-party payor coverage for the ReWalk Personal device, and (ii) research and development costs related to developing the Company’s lightweight exo-suit technology for various lower limb disabilities, including stroke and other indications affecting the ability to walk.
Under the Exercise Agreements, the Company also agreed to issue to the Holders new warrants to purchase up to 1,464,665 Ordinary Shares at an exercise price of $7.50 per share and exercise period of five years (the “Private Placement Warrants”). The exercise price and number of Ordinary Shares issuable upon exercise of the Private Placement Warrants are subject to appropriate customary adjustments in the event of stock dividends, stock splits, reorganizations or similar events affecting the Company’s Ordinary Shares and the exercise price. Each Holder (together with its respective affiliates) may not exercise any portion of the Private Placement Warrants to the extent that the Holder would own more than 4.99% (or, at the Holder’s option upon initial issuance, 9.99%) of the Company’s outstanding Ordinary Shares immediately after exercise. However, upon at least 61 days’ prior notice from the Holder to the Company, a Holder with a 4.99% ownership blocker may increase the amount of ownership of outstanding Ordinary Shares after exercising the Holder’s Private Placement Warrant up to 9.99% of the number of the Company’s Ordinary Shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Private Placement Warrant. The Private Placement Warrants transaction subsequently closed and the Private Placement Warrants were issued on June 5, 2019 and June 6, 2019.
The Public Warrants and the Ordinary Shares underlying the Public Warrants are registered for offer and sale under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s effective registration statement on Form S-1 (File No. 333-227852), filed in connection with the Company’s public follow-on offering in November 2018. The Company negotiated the Exercise Agreements with each Holder individually before reaching a form of exercise agreement. For information on the exemption from registration under the Securities Act for the issuance and sale of the Private Placement Warrants, see Item 3.02 below.
The foregoing summaries of the terms of the Private Placement Warrants and Exercise Agreements are subject to, and qualified in their entirety by reference to, the form of private placement warrant and form of warrant exercise agreement with the Holders, which are filed as Exhibits 4.1 and 10.1 to this current report on Form 8-K, respectively, and are incorporated herein by reference. For further discussion of the terms of the Public Warrants, see the Company’s current report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2018, which is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information regarding the issuance of the Private Placement Warrants and the Wainwright Warrants set forth in Item 1.01 and Item 8.01, respectively, of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Private Placement Warrants and Wainwright Warrants were issued in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering, including Rule 506 of Regulation D thereunder. Each Holder represented to the Company its knowledge and financial sophistication as an investor and its ability to bear the economic risk of its investment.
1 NTD: Printer to please hyperlink as required by new SEC rules.
2 NTD: Printer to please hyperlink as required by new SEC rules.
Item 8.01 Other Events.
In connection with the Exercise Agreements, the Company engaged H.C. Wainwright & Co., LLC to act as the Company’s exclusive placement agent. to an Engagement Agreement dated June 5, 2019 (the “Engagement Agreement”), the Company agreed to pay the Placement Agent a cash placement fee equal to 7.5% of the aggregate purchase price and a management fee equal to 1.0% of the aggregate purchase price, plus (i) a non-accountable expense allowance of $30,000 and (ii) reimbursement for legal fees and expenses of up to $50,000. In addition, the Company agreed to issue to the Placement Agent warrants exercisable for 6.0% of the aggregate number of shares issued upon exercise of the Public Warrants, at an exercise price equal to $9.375, or 125% of the price per share, with an exercise period of five years (the “Wainwright Warrants”). The foregoing summary of the terms of the Wainwright Warrants is subject to, and qualified in their entirety by reference to, the form of Wainwright Warrant, which is filed as Exhibit 4.2 to this current report on Form 8-K and is incorporated herein by reference.
The representations, warranties and covenants contained in the Exercise Agreement were made solely for the benefit of the parties thereof. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the exercise agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by shareholders of, or other investors in, the Company. Accordingly, the form of exercise agreement is included with this filing only to provide investors with information regarding the terms of the transactions. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Exercise Agreements, which subsequent information may or may not be fully reflected in public disclosures.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 4.1 | Form of Private Placement Warrant. |
| 4.2 | Form of Wainwright Warrant. |
| 10.1 | Form of Warrant Exercise Agreement. |
ReWalk Robotics Ltd. Exhibit
EX-4.1 2 f8k060519ex4-1_rewalkrobo.htm FORM OF PRIVATE PLACEMENT WARRANT Exhibit 4.1 EXHIBIT A NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…
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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.
