Current Report Filing (8-k)
March 23 2018 - 4:41PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 23, 2018
ReWalk
Robotics Ltd.
(Exact name of registrant as specified in its
charter)
Israel
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001-36612
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Not applicable
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3 Hatnufa St., Floor 6, Yokneam Ilit, Israel
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2069203
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code:
+972.4.959.0123
(Former name or former address, if changed since
last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (
see
General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
☒
Item 8.01 Other Events.
As previously disclosed
on a Current Report on Form 8-K filed on March 8, 2018 with the Securities and Exchange Commission (the “SEC”), on
March 6, 2018, ReWalk Robotics Ltd. (“we,” “us” or the “Company”) entered into (i) an investment
agreement (the “Investment Agreement”) with Timwell Corporation Limited, a Hong Kong corporation (“Investor”),
pursuant to which the Company agreed, in return for aggregate gross proceeds of $20 million, to issue to Investor an aggregate
of 16,000,000 of the Company’s ordinary shares, par value NIS 0.01 per share (“ordinary shares”), and (ii) a
joint venture framework agreement with RealCan Ambrum Healthcare Industry Investment (Shenzhen) Partnership Enterprise (Limited
Partnership), an affiliate of Investor (“Investor JV Party”), concerning the formation among the Company, Investor
JV Party and certain other affiliates of the Investor of a joint venture company in China. This Current Report on Form 8-K is being
filed with the SEC for the sole purpose of filing the Investment Agreement and JV Framework Agreement as Exhibits 10.1 and 10.2.
The Investment
Agreement and JV Framework Agreement contain a number of representations and warranties that we and Investor (and its affiliates)
have made to each other that are customary in such transactions. Moreover, representations and warranties are frequently utilized
in agreements as a means of allocating risks, both known and unknown, rather than to make affirmative factual claims or statements.
These representations and warranties are made as of specific dates and are subject to important exceptions and limitations, including
a contractual standard of materiality different from that generally applicable under federal securities laws. Accordingly, persons
not party to the Investment Agreement or the JV Framework Agreement should not rely on the agreements for any characterization
of factual information about us, Investor or Investor JV Party.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
* Confidential treatment
has been requested for portions of this document. The omitted portions of this document have been filed with the SEC as
required by Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
This Current Report on
Form 8-K, including Exhibits 10.1 and 10.2, is not an offer to sell or a solicitation of offers to buy our ordinary shares. None
of the ordinary shares to be issued to Investor have been registered under the Securities Act of 1933, as amended, and such shares
may not be offered or sold in the United States absent an effective registration statement or an exemption from the registration
requirements under applicable federal and state securities laws.
Proxy Statement Information
IN CONNECTION WITH THE
ISSUANCE OF ORDINARY SHARES DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K (THE “TRANSACTION”), THE COMPANY WILL FILE
A PROXY STATEMENT AND OTHER DOCUMENTS WITH THE SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION REGARDING THE TRANSACTION.
A definitive proxy statement
will be sent or made available to shareholders of the Company seeking their approval of the Transaction as described above. Investors
and shareholders may obtain a free copy of the definitive proxy statement (when available) and other documents filed by the Company
with the SEC at the SEC’s website, www.sec.gov. The definitive proxy statement (when available) and such other documents
relating to ReWalk Robotics Ltd. may also be obtained free of charge by directing a request to ReWalk Robotics Ltd., 3 Hatnufa
Street, Floor 6, P.O.B. 161, Yokneam Ilit 20692, Israel, Attention: Chief Financial Officer, Tel: +972.4.959.0123 or from the Company’s
website, www.rewalk.com.
The Company, Investor and
their respective directors and executive officers may, under the rules of the SEC, be deemed to be “participants” in
the solicitation of proxies in connection with the proposed Transaction. Information concerning the interests of the persons who
may be “participants” in the solicitation will be set forth in the definitive proxy statement when it becomes available.
SIGNATURES
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 hereunto duly authorized.
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ReWalk Robotics Ltd.
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By:
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/s/ Ori Gon
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Name:
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Ori Gon
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Title:
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Chief Financial Officer
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Dated: March 23, 2018
EXHIBIT INDEX
* Confidential treatment
has been requested for portions of this document. The omitted portions of this document have been filed with the Commission as
required by Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
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