ReWalk Robotics Announces $9.0 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
July 01 2020 - 6:00AM
ReWalk Robotics Ltd. (Nasdaq: RWLK) (“ReWalk” or the “Company”)
today announced that it has entered into definitive agreements with
several institutional investors providing for the issuance of
approximately 4,938,278 of the Company’s ordinary shares, at a
purchase price of $1.8225, in a registered direct offering priced
at-the-market under Nasdaq Rules. ReWalk has also agreed to issue
to the investors unregistered warrants to purchase up to an
aggregate amount of 2,469,139 ordinary shares. The offering is
expected to close on or about July 6, 2020, subject to satisfaction
of customary closing conditions.
H.C. Wainwright & Co. is acting as the
exclusive placement agent for the offering.
The warrants will have a term of five and
one-half years, be exercisable immediately following the issuance
date and have an exercise price of $1.76 per ordinary share.
The gross proceeds from the offering are
expected to be approximately $9.0 million. The Company intends to
use the net proceeds from the offering for the following purposes:
(i) sales, marketing and reimbursement expenses related to market
development activities of the Company’s ReStore device, broadening
third-party payor coverage for the ReWalk Personal device and
commercializing its new product lines added through distribution
agreements; (ii) research and development costs related to the
Company’s products maintenance, as well as developing its
lightweight exo-suit technology for potential home rehab with
tele-heath features. as well as continued development of its spinal
cord injury device; and (iii) general corporate purposes.
The Company’s ordinary shares (but not the
warrants or the ordinary shares underlying the warrants) are being
offered by ReWalk in a registered direct offering pursuant to a
“shelf” registration statement on Form S-3 (File No. 333- 231305)
previously filed with the Securities and Exchange Commission (the
“SEC”) on May 9, 2019 and declared effective by the SEC
on May 23, 2019. Such ordinary shares may be offered only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement. Once filed with the
SEC, copies of the prospectus supplement and accompanying
prospectus relating to the registered direct offering may be
obtained, when available, on the SEC’s website
at http://www.sec.gov or by contacting H.C.
Wainwright & Co., LLC at 430 Park Avenue, 3rd
Floor, New York, NY 10022, by phone at (646) 975-6996 or
email at placements@hcwco.com.
The warrants and the ordinary shares issuable
upon exercise of the warrants (as described above) are being
offered in a private placement pursuant to the exemptions provided
in Section 4(a)(2) under the Securities Act of 1933, as amended
(the “Act”), and Rule 506(b) promulgated thereunder. Neither these
warrants nor the ordinary shares issuable upon exercise of the
warrants are being registered under the Act, and may not be offered
or sold in the United States absent registration with the
SEC or an applicable exemption from such registration
requirements.
This press release shall not constitute an offer
to sell, or a solicitation of an offer to buy, any of the
securities described herein, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or
jurisdiction.
About ReWalk Robotics Ltd.
ReWalk Robotics Ltd. develops, manufactures and
markets wearable robotic exoskeletons for individuals with lower
limb disabilities as a result of spinal cord injury or stroke.
ReWalk’s mission is to fundamentally change the quality of life for
individuals with lower limb disability through the creation and
development of market leading robotic technologies. Founded in
2001, ReWalk has headquarters in the United States, Israel and
Germany. For more information on the ReWalk systems, please
visit www.rewalk.com.
ReWalk® is a registered trademark of ReWalk Robotics Ltd. in
Israel and the United States.
ReStore® is a registered trademark of ReWalk Robotics Ltd. in
Europe and an allowed trademark in the United States.
Forward-Looking Statements
In addition to historical information, this
press release contains forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995, Section 27A of the U.S. Securities Act of 1933, and Section
21E of the U.S. Securities Exchange Act of 1934. Such
forward-looking statements may include projections regarding
ReWalk’s future performance and other statements that are not
statements of historical fact and, in some cases, may be identified
by words like “anticipate,” “assume,” “believe,” “continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “plan,”
“potential,” “predict,” “project,” “future,” “will,” “should,”
“would,” “seek” and similar terms or phrases. The forward-looking
statements contained in this press release are based on
management’s current expectations, which are subject to
uncertainty, risks and changes in circumstances that are difficult
to predict and many of which are outside of ReWalk’s control.
Important factors that could cause ReWalk’s actual results to
differ materially from those indicated in the forward-looking
statements include, among others: market and other conditions, the
completion of the offering, the satisfaction of customary closing
conditions related to the offering, use of proceeds, ReWalk’s
management’s conclusion, and its independent registered public
accounting firm’s statement in its opinion relating to its
consolidated financial statements for the fiscal year ended
December 31, 2019, that there is a substantial doubt as to its
ability to continue as a going concern; the current COVID-19
pandemic has adversely affected and may continue to affect
adversely business and results of operations; ReWalk’s ability to
have sufficient funds to meet certain future capital requirements,
which could impair the its efforts to develop and commercialize
existing and new products; ReWalk’s ability to maintain compliance
with the continued listing requirements of the Nasdaq Capital
Market and the risk that its ordinary shares will be delisted if it
cannot do so; ReWalk’s ability to establish a pathway to
commercialize its products in China; ReWalk’s ability to maintain
and grow its reputation and the market acceptance of its products;
ReWalk’s ability to achieve reimbursement from third-party payors
for its products; ReWalk’s limited operating history and its
ability to leverage its sales, marketing and training
infrastructure; ReWalk’s expectations as to its clinical research
program and clinical results; ReWalk’s expectations regarding
future growth, including its ability to increase sales in its
existing geographic markets and expand to new markets; ReWalk’s
ability to obtain certain components of its products from
third-party suppliers and its continued access to its product
manufacturers; ReWalk’s ability to repay its secured indebtedness;
ReWalk’s ability to improve its products and develop new products;
the outcome of ongoing shareholder class action litigation relating
to its initial public offering; ReWalk’s compliance with medical
device reporting regulations to report adverse events involving its
products, which could result in voluntary corrective actions or
enforcement actions such as mandatory recalls, and the potential
impact of such adverse events on ReWalk’s ability to market and
sell its products; ReWalk’s ability to gain and maintain regulatory
approvals; ReWalk’s expectations as to the results of, and the Food
and Drug Administration’s potential regulatory developments with
respect to its mandatory 522 postmarket surveillance study;
ReWalk’s ability to maintain adequate protection of its
intellectual property and to avoid violation of the intellectual
property rights of others; the risk of a cybersecurity attack or
breach of ReWalk’s IT systems significantly disrupting its business
operations; the impact of substantial sales of the ReWalk’s shares
by certain shareholders on the market price of such ordinary
shares; ReWalk’s ability to use effectively the proceeds of its
offerings of securities; the risk of substantial dilution resulting
from the periodic issuances of ReWalk’s ordinary shares; the impact
of the market price of ReWalk’s ordinary shares on the
determination of whether it is a passive foreign investment
company; and other factors discussed under the heading “Risk
Factors” in ReWalk’s annual report on Form 10-K for the year ended
December 31, 2019, each filed with the SEC, and other documents
subsequently filed with or furnished to the SEC. Any
forward-looking statement made in this press release speaks only as
of the date hereof. Factors or events that could cause ReWalk’s
actual results to differ from the statements contained herein may
emerge from time to time, and it is not possible for ReWalk to
predict all of them. Except as required by law, ReWalk undertakes
no obligation to publicly update any forward-looking statements,
whether as a result of new information, future developments or
otherwise.
Investor Contact:Ori GonChief Financial OfficerReWalk Robotics
Ltd.T: +972-4-9590123E: investorrelations@rewalk.com
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