ReWalk Robotics Ltd. (NASDAQ:RWLK) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
ReWalk Robotics Ltd. (NASDAQ:RWLK) Files An 8-K Entry into a Material Definitive Agreement
As reported in the Current Report on Form 8-K filed by ReWalk Robotics Ltd. (the “Company”) with the SEC on January 4, 2016, on December 30, 2015, the Company entered into a loan agreement (the “Loan Agreement”) with Kreos Capital V (Expert Fund) Limited (“Kreos”), to which, among other things, Kreos extended a line of credit to the Company in the amount of $20.0 million. The Loan Agreement was filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company with the SEC on January 4, 2016. to the Loan Agreement, the Company granted Kreos a security interest over all of the Company’s assets, including intellectual property and equity interests in its subsidiaries. On June 9, 2017, the Company and Kreos entered into the First Amendment to the Loan Agreement (the “Amendment”). As of such date the outstanding principal amount under the Loan Agreement (the “Outstanding Principal”) was $17,154,328.34. to the Amendment, an amount equal to $3,000,000 of the Outstanding Principal is subject to repayment in accordance with, and subject to the terms of, a secured convertible promissory note issued by the Company to Kreos as of June 9, 2017 (the “Note”), and the Outstanding Principal Amount was reduced by such amount to $14,154,328.34. The amended Outstanding Principal Amount 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 attached to the Amendment.
Interest on the Note is payable monthly in arrears at a rate of 10.75% per year. Kreos has the right to convert the then-outstanding principal amount under the Note, in whole or in part, on one or more occasions, at any time and from time to time, into ordinary shares, par value NIS 0.01 per share, of the Company (the “Ordinary Shares”), at a conversion price per share equal to $1.268 per share, which represented the average of the closing prices of the Ordinary Shares for the thirty-day trading period prior to the date of the issuance of the Note, subject to adjustment as set forth in the Note. To the extent not previously converted into newly issued Ordinary Shares, the entire unpaid principal amount, together with accrued and unpaid interest thereon, shall become immediately due and payable in cash on the earlier of (i) June 9, 2020 or (ii) the closing of a “Change of Control”, as defined in the Loan Agreement (the “Maturity Date”). The Company may not prepay the outstanding principal amount under the Note before the Maturity Date.
In lieu of the “End of Loan Payments” (as defined in the Loan Agreement) to be paid to the Loan Agreement by the Company to Kreos, (i) upon conversion of the Note, in whole or in part, the Company shall immediately pay to Kreos an amount equal to 1% of the principal amount so converted and (ii) on the Maturity Date, the Company will pay to Kreos, in addition to the then-outstanding principal amount, an amount equal to 1% of the then-outstanding principal amount, provided, however, that Kreos has the right to convert the amount of the End of Loan Payments, in whole or in part, on one or more occasions, at any time and from time to time from the date of the Note until the Maturity Date into Ordinary Shares at the then-applicable conversion price.
to the terms of the Note the Company undertook to prepare and file with the Securities and Exchange Commission a registration statement on Form S-3 to enable the resale by the Kreos, from time to time on a delayed or continuous basis to Rule 415 under the Securities Act of 1933, of the Ordinary Shares to be issued upon conversion of the Note, and use commercially reasonable efforts to cause such registration statement to become effective as soon as reasonably practicable after it is filed by the Company.
The Note is secured by the Charged Assets (as defined in the Loan Agreement) in accordance with the Loan Agreement and the Security Documents (as defined in the Loan Agreement) and all obligations of the Company towards Kreos to the Note shall be deemed to be a “Secured Liability” within the meaning of the Security Documents.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Note was issued to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”). We believe that the issuance was exempt from registration under the Securities Act to Section 4(a)(2) of the Securities Act regarding transactions by an issuer not involving a public offering or in reliance on Regulation S under the Securities Act involving offers and sales of securities outside of the United States.
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. 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.
