Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an 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. (Check one):
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period with any new or revised accounting standards provided pursuant to
Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
ReWalk Robotics Ltd. (the “Company” or the “Registrant”) filed registration statements on Form S-8 (File Nos. 333-199688, 333-221357 and 333-230485) (the “Prior Registration
Statements”) with the Securities and Exchange Commission (the “Commission”) on October 29, 2014, November 6, 2017 and March 25, 2019, respectively, registering under the Securities Act of 1933, as amended (the “Securities Act”), in the aggregate
(taking into account the Company’s one-for-25 reverse share split that became effective on April 1, 2019) 177,867 ordinary shares, par value NIS 0.25 (“ordinary shares”), issuable under
the Registrant’s 2014 Incentive Compensation Plan (the “2014 Plan”).
On March 19, 2020, the Company’s board of directors (the “Board”) approved, subject to shareholder approval, the Registrant’s Amended and Restated 2014 Incentive Compensation Plan (the “A&R 2014 Plan”), which made certain amendments to the 2014 Plan. The amendments include, among other things:
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(i)
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an increase in the number of ordinary shares issuable under the A&R 2014 Plan by 1,800,000 shares;
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(ii)
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removal of the “evergreen” provision, which had provided for an increase in the reserved pool of shares under the 2014 Plan on January 1 of each calendar year by a number of shares equal to the lesser of: (x) 38,880, (y) 4% of the total
number of shares outstanding on December 31 of the immediately preceding calendar year, and (z) an amount determined by the Board;
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(iii)
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default change in control treatment of outstanding awards for time and performance;
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(iv)
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removal of the discretion of the compensation committee of the Board to accelerate vesting of awards under the 2014 Plan except in cases of death or disability of the applicable grantee; and
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(v)
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a one-year minimum vesting period for all awards under the A&R 2014 Plan; and
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(vi)
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removal of the ability to make available for issuance under new awards shares that are forfeited, cancelled, terminated or expire unexercised or settled in cash in lieu of issuance of shares under the A&R 2014 Plan.
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At the Company’s 2020 annual meeting of shareholders held on June 18, 2020, the Company’s shareholders approved the A&R 2014 Plan.
The Company is filing this registration statement on Form S-8 (this “Registration Statement”) with the Commission to register under the Securities Act 1,838,880 ordinary shares,
issuable under the A&R 2014 Plan. The additional 1,838,880 ordinary shares consist of the following: (i) 1,800,000 ordinary shares issuable pursuant to awards under the A&R 2014 Plan, which shares were added effective June 18, 2020 in
connection with the Company’s amendment of its 2014 Plan; (ii) 38,880 ordinary shares issuable under awards under the A&R 2014 Plan, which shares were automatically added to the 2014 Plan effective January 1, 2020 under the 2014 Plan’s annual
“evergreen” provision, prior to the provision’s removal from the A&R 2014 Plan effective June 18, 2020, and which shares remain currently issuable under the A&R 2014; and (iii) pursuant to Rule 416 under the Securities Act, an indeterminate
number of additional ordinary shares that may become issuable under the terms of the A&R 2014 Plan by reason of any share split, share dividend, recapitalization or other similar transaction effected without the Company’s receipt of
consideration, which results in an increase in the number of the Company’s outstanding ordinary shares.
Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements, and the information
required by Part II is omitted, except as supplemented by the information set forth below.
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears below hereby constitutes and appoints Larry Jasinski and Ori Gon, and each of them, his or her true and
lawful attorneys-in-fact and agents, with full power to act separately and full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and
agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his or her or their substitute or substitutes may lawfully do or cause to
be done by virtue hereof. This Power of Attorney may be signed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature
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Title of Capacities
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Date
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/s/ Larry Jasinski
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Director and Chief Executive Officer
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June 18, 2020
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Larry Jasinski
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(Principal Executive Officer)
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/s/ Ori Gon
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Chief Financial Officer
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June 18, 2020
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Ori Gon
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(Principal Financial Officer and Principal Accounting Officer)
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/s/ Jeff Dykan
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Chairman of the Board
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June 18, 2020
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Jeff Dykan
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/s/ Wayne B. Weisman
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Director
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June 18, 2020
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Wayne B. Weisman
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/s/ Yasushi Ichiki
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Director
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June 18, 2020
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Yasushi Ichiki
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/s/ Aryeh Dan
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Director
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June 18, 2020
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Aryeh Dan
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/s/ Yohanan R Engelhardt
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Director
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June 18, 2020
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Yohanan R Engelhardt
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/s/ Dr. John William Poduska
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Director
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June 18, 2020
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Dr. John William Poduska
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REWALK ROBOTICS INC.
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Authorized Representative in the
United States
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By:
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/s/ Ori Gon
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June 18, 2020
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Name: Ori Gon
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Title: Chief Financial Officer
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